A Step-by-Step Guide to Intragroup Reorganisations

22 Oct 2025

By Morgen Opala, Solicitor, Corporate, Gilson Gray LLP

Sometimes, business owners may decide that it is time to restructure their group of companies. This is known as an intragroup reorganisation.

Unlike a sale to a third party, all the companies involved remain under the same ultimate owner(s). The reorganisation needs to be carried out properly in order to avoid any potential tax or legal issues.

Here’s a step-by-step overview of how an intragroup reorganisation typically works.

Step 1: Identify the Commercial Objectives

The first step is to set out the reasons behind the reorganisation, what benefit is the reorganisation providing the group? Common reasons include:

• Ring-fencing valuable assets (such as property or intellectual property);
• Separating different lines of business;
• Tax purposes;
• Preparing for a future sale or investment or as a result of a sale/investment; and
• Streamlining the group structure.

Having clear objectives at the outset ensures the structure chosen will meet the business’s needs.

Step 2: Review the Existing Structure

It’s important that before making any changes to the existing structure of the group, to map out the group as it currently stands. This includes:

• Ownership of each company;
• Existing intercompany loans or guarantees; and
• Contracts, property, and intellectual property held by different entities.

This review highlights what companies, loans or property need to be moved, what should stay in place, and what legal or tax issues might arise. This step is essential as it will help determine what method of reorganisation will be the best to follow, as well as flagging any potential issues that need to be ironed out beforehand.

Step 3: Choose the Right Reorganisation Method

There are several ways to carry out a reorganisation, such as:

• Share for share exchanges – transferring shares in one company to another within the group.
• Asset transfers – moving property, contracts, or other assets between companies.
• Hive-ups or hive-downs – transferring a company’s business into its parent (hive-up) or subsidiary (hive-down).
• Creation of a new holding company – inserting a new parent company at the top of the group.

The right method will depend on your commercial goals and the existing structure. Creating the right reorganisation plan is essential to executing the reorganisation. Oftentimes, any tax analysis carried out by the company’s tax advisors will determine the structure of the reorganisation. Therefore, it is key to involve tax advisors and/or accountants in the process as soon as possible. The company’s legal advisors will be able to work with tax advisors or accountants to create the most tax efficient and legally sound restructure.

Step 4: Tax and Accounting Considerations

Although all the companies are under common ownership, intragroup transfers can still have tax consequences if not structured correctly. Some consequences to be aware of include:

• Stamp Duty Land Tax or Land and Buildings Transaction Tax on share or property transfers;
• Corporation tax implications of moving assets; and
• VAT treatment of intra-group supplies.

Relief from these taxes can be available on transfers made between UK group companies. However, working closely with accountants and tax advisers at this stage is critical to ensure any applicable reliefs are utilised.

Step 5: Legal Implementation

Once the structure is agreed and tax clearance (if required) has been obtained, the legal steps can begin. Depending on the reorganisation, this may involve:

• Drafting and executing share transfer forms or stock transfer forms, along with any share purchase agreements, asset purchase agreements or other documents as necessary;
• Drafting and executing any novation or assignation documentation for loans or guarantees in place within the group;
• Preparing board minutes and shareholder resolutions;
• Updating the company’s statutory registers and Companies House filings;
• Advising on any potential approvals needed ahead of completion; and
• Assigning or novating contracts and transferring property titles.

Attention to detail here ensures the reorganisation is legally effective and properly recorded.

Step 6: Update Contracts, Licences, and Banking Arrangements

Practical follow-up is just as important as the legal paperwork. This may include:

• Notifying landlords, regulators, or key customers;
• Updating banking mandates and finance documents; or
• Ensuring employment contracts are correctly transferred where staff move between entities.

Step 7: Post-Completion Review

Finally, it’s wise to carry out a post-completion check to ensure everything has been implemented as planned, statutory books are up to date, and Companies House filings are correct.

Conclusion

An intragroup reorganisation can deliver real commercial benefits, but it involves more than simply shifting assets around on paper. By approaching it step by step, with clear objectives, thorough planning, and the right legal and tax advice, businesses can achieve a smooth restructure that supports their long-term goals.

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