Corporate and commercial

Group reorganisations, mergers and demergers

Practical legal advice for directors, shareholders and business owners reorganising a group, merging businesses or separating divisions that no longer belong together.

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In short

A group reorganisation changes how a group of companies is structured, for example by inserting a new holding company or moving assets between group companies, and a demerger splits a company or group into separately owned businesses. Ansons Law advises SMEs, directors and shareholders on the legal steps, which must happen in the right order, alongside your accountants and tax advisers. A straightforward reorganisation can often be completed in six to ten weeks.

Straightforward reorganisation: Often six to ten weeks
More complex demerger: Usually three to six months
HMRC clearance: We assess whether you need it and manage the application
The Legal 500 UK 2026: Tier 2, corporate and commercial, elsewhere in the West Midlands
Joint heads of department: Neil Jones and Jamie Gill

What is a group reorganisation, and why does it matter?

A group reorganisation is the process of changing how a collection of companies is structured. It might mean inserting a new holding company, transferring assets or businesses between group members, dissolving dormant entities or creating separate subsidiaries for different parts of the business.

Getting your group structure right is one of the most important things you can do as a business owner. Common reasons to reorganise include:

preparing a group for investment or sale
separating property assets from a trading business
ring-fencing valuable property or intellectual property
resolving shareholder disputes through a structured split
simplifying an overcomplicated structure, or one that has grown in an unplanned way over the years

Why do the legal steps have to be in the right order?

A reorganisation involves a series of legal steps that must be carried out in a specific order, including share exchanges, business transfers, capital reductions and Companies House filings. Getting those steps right is critical to a clean, robust outcome that holds up to scrutiny from buyers, investors or HMRC.

We identify the correct legal method before any work begins, so you are not unpicking decisions that were not properly thought through. We work directly alongside your accountants and tax advisers so the legal and tax elements stay aligned throughout, not handled separately. We manage every agreement, resolution, filing and piece of correspondence so nothing slips through the gaps and the process keeps moving.

Thorough documentation and correct sequencing mean that when buyers or investors look under the bonnet, everything is in order. Whether your next step is a sale, a funding round or bringing in a new partner, a well-structured group makes future transactions cleaner and faster.

What is a demerger, and when should you consider one?

A demerger is the process of splitting a company or group into two or more separate, independently owned businesses. It is used more often than people might expect, particularly by owner-managed businesses.

Common reasons to demerge include:

separating a property portfolio from a trading business
allowing shareholders to take independent ownership of different parts of the group
resolving a shareholder dispute
preparing one division for sale while retaining another

There are several methods under UK company law, including direct demergers, indirect demergers and capital reduction demergers. Each has different legal, tax and procedural requirements. The right method depends on your shareholder structure, the assets involved and the tax position of the business. Taking advice at the outset avoids costly mistakes and makes sure the end result is what you intended.

What we do

What we can help with

Support at every stage of restructuring or reorganising a business.

Creating new holding company structures and inserting parent companies
Intra-group business and asset transfers, including property and intellectual property
Share-for-share exchanges and share reclassifications
Capital reduction demergers to separate trading and investment assets
Statutory and non-statutory demergers
Mergers between companies or businesses, including pre-sale consolidation
Shareholder and board approvals, resolutions and solvency statements
HMRC clearance applications to manage stamp duty, CGT and income tax exposure
Companies House filings and post-restructuring compliance

Questions

Group reorganisation and demerger questions

How long does a group reorganisation or demerger typically take?

It depends on the complexity of the structure and whether HMRC clearance is required. A straightforward reorganisation can often be completed in six to ten weeks. A more complex demerger involving multiple entities, property or a clearance application will usually take three to six months. We will give you a realistic timeline at the start.

Do I need HMRC clearance before proceeding?

Not always, but in many cases it is strongly advisable. Clearance applications provide certainty that the transaction will not trigger unexpected stamp duty, capital gains tax or income tax liabilities. We assess whether clearance is needed as part of our initial advice and manage the application for you where it is required.

Will my employees be affected by a reorganisation or demerger?

Possibly. If employees are transferring to a new entity as part of the restructure, the TUPE regulations may apply, which means there are specific obligations around consultation and continuity of employment. We factor employment law into our advice from the outset. See employment law for employers.

Can I reorganise my group to separate property from my trading business?

Yes, and it is one of the most common reasons clients come to us. Separating a property portfolio or commercial premises from a trading company can ring-fence risk, make a future sale easier and in some cases bring meaningful tax planning benefits. We advise on the right legal method in coordination with your tax adviser.

What is the difference between a statutory and a non-statutory demerger?

A statutory demerger is carried out under the Income Tax Act 2007 and allows assets to be distributed to shareholders without triggering a taxable distribution, provided certain conditions are met. A non-statutory demerger is typically structured through a capital reduction or a liquidation. The right approach depends on your group structure and tax position. We will explain which suits your situation and why.

Will you work with our accountants and tax advisers?

Yes. We work directly alongside your accountants and tax advisers so the legal and tax elements are aligned throughout, not handled separately.

Does Ansons only advise businesses in the Midlands?

No. We mainly act for businesses across the Midlands, but we also act for clients beyond the region, particularly where they already have a relationship with the firm. If you are not sure whether we cover your area, just get in touch.