Course contents

Course objectivesBy the end of the course, delegates will:

  • Understand the reasons why hive-downs, demergers and share buy-backs are undertaken
  • Be aware of the potential tax problems that can apply in such corporate reconstructions if they are not properly structured
  • Know the main conditions that are needed for various reliefs to apply, such asSubstantial Shareholding ExemptionExempt demerger reliefEntrepreneurs’ relief
  • Be aware of the main anti-avoidance legislation that can apply and of the importance of obtaining clearance before transactions are carried out
  • Understand the scope of the anti-avoidance on ‘phoenixing’ companies
  • Be aware of the anti-avoidance that can apply when employees/directors and given
  • shares, or the rights to acquire them, with conditions attached

    Hiving down the target trade

  • Tax reliefs available on a transfer of trade within a group
  • Protecting losses when transferring the target trade into a “clean” Newco
  • Capital gains implications including use of the Substantial Shareholding Exemption
  • Intangible fixed asset implications including October 2018 Budget changes to de-grouping charges
  • Stamp duty land tax implications
  • Key cases and problem areas


  • Statutory demergers, Liquidation demergers and capital reduction demergers
  • Circumstances when each is appropriate
  • Capital gains implications
  • Stamp duty implications
  • Clearance procedures and problem areas
  • Practical examples and case studies

    Share buy-backs

  • Using the purchase of own shares rules to buy out shareholders
  • Conditions to obtain CGT treatment
  • Problem areas
  • Why a buy-out is often preferable in succession planning

    Getting rid of unwanted companies

  • Striking-off
  • Liquidation and FA 2016 anti-avoidance on ‘phoenixing’ companies
  • Course type
    General tax