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Specialist demerger tax input, without stepping on your client relationship.

Accountants, solicitors and wealth managers bring us in when a client wants to split a company or group. We respond the same working day, handle the clearances end to end, and your client stays your client.

The problem

Demergers come up in ordinary client conversations: a property the owner wants to protect, two shareholders who no longer agree, a buyer who only wants part of the business. The risks tend to surface late:

  • a property moved out by dividend or sale, triggering corporation tax, income tax or SDLT that a planned route would have avoided
  • a statutory demerger attempted where the businesses aren't both trading, or where a sale is planned
  • steps taken before HMRC clearance, leaving the client exposed to anti-avoidance rules
  • reserves or solvency statements that don't support the capital reduction or distribution the plan relies on

Each costs time and money, and it's your relationship with the client that's on the line.

How we work with you

A quick initial view

A short, no-obligation call or note on the likely routes and issues, the same working day, before your client commits to anything.

Clearances end to end

We prepare the HMRC clearance applications, deal with HMRC's questions and confirm when it's safe to take each step.

Your client stays your client

You remain the lead adviser. We can report through you if you prefer, and we keep you informed throughout.

Demerger tax only

We don't offer accounts, audit, legal or investment work, so we're never competing with you for the client.

What we can cover

Design

  • Choosing between capital reduction, liquidation, statutory and partition demergers
  • Holding company insertions and share-for-share exchanges
  • Step plans your client's solicitor can follow

HMRC

  • HMRC demerger clearances, including s138 TCGA 1992, s701 ITA 2007 and s1091 CTA 2010 applications
  • Answering HMRC's questions

Tax across the steps

  • Capital gains tax and corporation tax on the reorganisation
  • Stamp duty and SDLT reliefs on share and property transfers
  • Distributions and income tax for the shareholders
BEFOREShareholder 1Shareholder 2The companyBusiness ABusiness BAFTERShareholder 1Shareholder 2Company Abusiness ACompany Bbusiness B
  1. 1The businesses are valued and the split agreed between the shareholders.
  2. 2A capital reduction or section 110 route moves each business to a separate company.
  3. 3Each shareholder ends up owning only their own company.
Partition: shareholders going separate ways. Two shareholders or families own a company with two businesses. After the partition, each takes one business outright. It's usually done by capital reduction or liquidation, with valuations to make sure each side receives fair value, and extra conditions apply to the reliefs. Company A after the split Company B after the split New company

FAQs

Frequently asked questions

Will you try to win other work from my client?

No. Through Demerger Tax we advise only on demergers and the reorganisations around them, together with the shareholders' related tax position. We don't prepare accounts, carry out audits, give legal advice or manage investments, so we won't be pitching for your work. Your client stays your client, and you stay the lead adviser throughout.

When should an accountant bring in a demerger specialist?

As soon as a client mentions wanting to separate a property, split the business between shareholders, or sell part of the group. Early involvement matters because clearance is usually needed before any step, and some quick fixes, such as moving a property out by dividend, can create a tax charge that a planned demerger would avoid.

How quickly can you give a view on a client's situation?

We respond the same working day. An initial view usually comes as a short call or note setting out the likely routes, the main tax issues and what we'd need to look at in more detail. That gives you something useful to take back to the client before anyone commits to fees.

Can we keep the client relationship?

Yes. You stay the lead adviser. We can report through you, join your calls with the client, or work directly with the client and keep you copied in, whichever suits you. Tell us at the start which you prefer and we'll stick to it. Our engagement covers only the demerger tax work agreed at the start.

What do you need from us to give an initial view?

A short outline is enough: a group structure chart, who owns the shares, what each company does, any properties and rough values, and what the client wants to achieve. If a sale or refinancing is planned, tell us. We'll say what else we need if the case turns out to be more complex.

What will we need to provide during the project?

Mainly accounts information. Demerger steps often depend on distributable reserves, the book value of investments and, for a capital reduction, a directors' solvency statement. We'll give you a clear list of figures and the dates they're needed, so the accounts work fits around the clearance timetable rather than delaying it.

Which advisers work with you?

Mostly accountants in practice, corporate and private client solicitors, and wealth managers and financial planners. They bring us in when a client's restructuring needs specialist tax design and HMRC clearances that sit outside their day-to-day work. We fit around how each adviser prefers to work. Some introduce one client a year, others several.

Do you work with the client's solicitor on the legal documents?

Yes. The solicitor drafts the share exchange agreement, resolutions, transfer documents and any capital reduction or liquidation papers. We provide the step plan they follow and review the documents against it, so the legal steps match what HMRC was told in the clearance application. We also confirm when each step can safely be taken, once HMRC clearance is in place.

What size of client do you work with?

Typically owner-managed UK groups worth roughly £1m to £50m, including family companies and property-rich trading businesses. Our largest demerger so far involved a group of around £40m. For smaller companies we'll be honest about whether the benefits of a demerger justify the professional costs. Every enquiry gets the same senior attention, whatever the size.

Which situations do your introducers most often bring you?

Separating investment property from a trading company, shareholders who want to go their separate ways, preparing a group so one business can be sold, and family succession where different children will run different parts. Each calls for a different route, and some for a combination of steps. We'll explain which route fits the facts.

Who actually advises on the demerger?

Advice is led by a Chartered Tax Adviser, supported by a Big 4-trained team that includes ICAEW and ACCA Chartered Accountants. The team has more than 15 years' experience and has helped separate £100m+ of assets, with 100% of HMRC clearances obtained across 50+ applications. The same senior adviser stays involved from the first call to the final filing.

Can you help if the client has already started the process?

Yes, though it's better to speak to us before any step is taken. If shares have already been issued or a property transferred, we'll review what's been done, identify any tax exposure and see whether the remaining steps can still qualify for relief. Sometimes a change of route is the answer.

Can you also help if the client sells a business after the demerger?

Demerger Tax is the specialist demerger practice of the team behind Transaction Tax Partners. If a demerger is followed by the sale of one of the businesses, the same team can help with the sale tax too, so your client doesn't need to brief a new adviser midway through. You stay the lead adviser throughout.

How do I introduce a client to you?

Use the Book a call form and choose the introducer option, email taxadvisory@aswatax.co.uk, or call or WhatsApp +44 7537 143695. Let us know whether you want us to report through you or work directly with the client, and roughly what the client is trying to achieve. We respond the same working day.

Is the first conversation about a client confidential?

Yes. You can describe the client's situation in general terms without naming them, and anything you tell us is used only to respond to you. Once the client decides to go ahead, we'll carry out our usual identity checks with them directly, as the money laundering rules require. There's no charge for that first conversation.

Have a client who wants to split their company?

Tell us about it and we'll come back to you with an initial view the same working day.

Or write to taxadvisory@aswatax.co.uk

Last reviewed 7 October 2026
Chartered Tax Adviser
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