Demergers

Demergers

A demerger means the separation of a company’s business into two or more parts, typically carried on by successor companies under the same ownership as the original company.

A business undergoing a demerger will want to minimise any tax charges triggered by the demerger itself. The main concerns are likely to be:

•
that the receipt of shares in the successor company by the shareholders of the target company is not charged to:
1. ◦
  income tax (or corporation tax on income) as a distribution, or
2. ◦
  capital gains tax (or corporation tax on chargeable gains) as a disposal or part disposal of their shares in the target company
•
that the disposal of the demerged business by the target company is not taxed as a chargeable gain, and that the demerger does not trigger degrouping charges (including degrouping charges under the intangible asset, loan relationships or derivative contracts rules), and
•
that the demerger does not trigger any charges to stamp taxes on shares or land

The need to obtain tax clearances must be factored into the transaction timetable.

For an introduction to the different

To view the latest version of this document and thousands of others like it, sign-in with LexisNexis or register for a free trial.

TAKE A FREE TRIAL

Latest Tax News

Finance Bill 2026—Tackling fraud in relation to the construction industry scheme

Tax analysis: The government is legislating in Finance Bill 2026 to implement new anti-fraud measures in the construction industry scheme (CIS). Ian Robotham, legal director in Pinsent Masons’ Contentious Tax team, analyses the measures and considers their practical consequences.

Budget 2025 and Finance Bill 2026—VAT treatment of private hire vehicle operators

Tax analysis: At Budget 2025, the government published the outcome to the 2024 consultation on the VAT treatment of private hire vehicle (PHV) operators, which included the announcement that it will legislate to exclude PHV and taxi operators from the tour operators’ margin scheme (TOMS) from 2 January 2026. Mark Rowbotham, Customs and VAT Consultant at Portcullis ISC, analyses the developments and considers their practical consequences.

Market value, distributions and notional transactions—key SDLT lessons from Tower One St George Wharf Ltd v HMRC

Tax analysis: In Tower One St George Wharf Ltd v HMRC, the Court of Appeal considered the basis on which stamp duty land tax (SDLT) should be assessed and whether that resulted in SDLT being paid on the market value, the actual consideration paid, or on some other basis for a complex transaction within a corporate group. The taxpayer argued that the ‘Case 3’ exception under section 54(4) of the Finance Act 2003 (FA 2003) applied, which would result in SDLT being charged on the actual consideration. HMRC argued that the exception did not apply, which would result in SDLT being paid on the market value of the property. Alternatively, HMRC argued that if the exception did apply then the anti-avoidance provisions at section 75A FA 2003 applied, potentially resulting in an even higher SDLT charge. The Court of Appeal held that although the Case 3 exception applied, the anti-avoidance provision in FA 2003, s 75A also applied. This resulted in SDLT being assessed on an aggregate amount that was even higher than the property's market value (although HMRC did not seek to increase its assessment beyond market value). Therefore, the appeal was dismissed. As explained by Jon Stevens, partner, and Rory Clarke, solicitor, at DWF Law LLP, this decision deals with the interaction of a number of complex SDLT provisions and clarifies the SDLT provisions relating to transfers to connected companies and the SDLT anti-avoidance provisions, with implications for corporate structuring and tax planning.

Finance Bill 2026–Registration of tax advisers

Tax analysis: Legislation proposed by the government in Part 7 of the Finance Bill 2026 will mandate that tax advisers register with HMRC. The registration scheme is designed to address inconsistencies across HMRC’s current services, to ensure minimum standards among advisers and reduce the presence of so-called ‘bad actors’ in the sector. Any individual or organisation offering tax advice, which is defined broadly, must register with HMRC. Failure to register can lead to compliance notices giving an opportunity to register, fines and orders ultimately preventing future registration indefinitely. Exemptions to registration include responding to requests for information from HMRC or interacting with HMRC in relation to an appeal to the tribunal. Written by Gideon Sanitt, a partner in the litigation and dispute resolution team at Macfarlanes LLP, and Joshua Rutt, an associate in the litigation and dispute resolution team at Macfarlanes LLP.