Putting a holding company in place
A holding company can give you more flexibility, for example to keep certain assets, hold proceeds or sell part of a group. It's usually done through a share-for-share exchange, ideally with HMRC clearance.
Pre-sale restructuring
Get the business ready to sell, not just ready to market.
Buyers want a clean business. You want to keep the assets they don't want to pay for, and the reliefs you're entitled to. Restructuring before a sale makes both possible. Done early and properly, it adds value, reduces tax and removes obstacles that could otherwise slow down or derail a deal.
Common restructures before a sale
Separating property or other assets
If the company owns property or investments the buyer doesn't want, these can often be moved out before the sale, sometimes through a demerger, so you keep them and the buyer gets a pure trading business.
Dealing with surplus cash
Large cash balances can affect the price and put Business Asset Disposal Relief at risk. We look at the most efficient way to deal with them, whether through dividends, pension contributions or as part of the deal itself.
Tidying up the share structure
Simplifying share classes, dealing with minority shareholders and reviewing management incentives so the cap table works smoothly on a sale.
Why timing matters
- Some reliefs look back over the two years before a sale.
- HMRC looks more closely at restructures made shortly before a sale.
- Buyers' due diligence will uncover any loose ends, and they'll negotiate the price down because of them.
The earlier you start, the more options you have, and the lower the risk.
How we help
- Reviewing your current structure against your goals for the sale.
- Designing the restructure, and modelling the tax costs and savings of each option.
- Applying for HMRC clearances where appropriate.
- Working with your lawyers and accountants to put it in place.
- Preparing the tax story for the buyer's due diligence.
Proof
[CASE STUDY: e.g. property separated from a trading company before a sale]
FAQs
Frequently asked questions
How long before a sale should I restructure?
Ideally at least two years, because some reliefs, including Business Asset Disposal Relief, look back over the two years before the sale. Restructuring closer to a sale is still possible, but carries more risk of HMRC challenge and leaves less room to fix problems.
Can I take property out of the company before selling?
Often, yes. Property can be separated from the trading business in several ways, including a demerger. Each route has different capital gains tax, stamp duty land tax and corporation tax consequences, so the right one depends on your circumstances.
Will HMRC see a pre-sale restructure as tax avoidance?
Not if it has genuine commercial reasons. Many restructures are routine and expected by buyers. Where there's any doubt, an advance clearance from HMRC can give you certainty before you go ahead.
Related advice
You may also need
Selling a Business
Specialist tax advice for business owners selling a company worth £1m to £50m. Reliefs, pre-sale structuring, deal terms and HMRC clearances.
Read moreBusiness Asset Disposal Relief
Make sure you qualify for Business Asset Disposal Relief when you sell. Specialist advice on the conditions, the 18% rate and protecting your claim.
Read moreHMRC Clearances
Get certainty from HMRC before you complete. Specialist advice on advance clearance applications for share exchanges, reorganisations, demergers and sales.
Read moreDemergers and Reorganisations
Tax advice on demergers, share-for-share exchanges and group reorganisations, including separating property and preparing businesses for sale.
Read more
Free guide
Selling your business: the tax playbook
Everything to think about in the 12 months before you sell: reliefs, structure, timing and the sale agreement.
Selling your business: the tax playbook
Planning a sale in the next two years?
Let's look at your structure now, while all the options are still open.
Or write to taxadvisory@aswatax.co.uk
Last reviewed 4 October 2026
