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How we work

Clearance first, then the steps in the right order.

What working with us looks like, from the first conversation to the final filing. No surprises about who's advising you, what happens next or when.

From first call to completion

1. You get in touch

Through the Book a call form, by email or by phone. We respond the same working day.

2. A confidential first conversation

With the senior adviser who would design your demerger. We listen, ask questions and give you a view of the likely routes.

3. We agree the scope

If it makes sense to work together, we confirm what we'll do, what we need and the timetable, in writing, before work starts.

4. Design and clearance

We choose the route, design the steps and apply to HMRC for the clearances the demerger needs, before anything is implemented.

5. Implementation

Your lawyer and accountant carry out the company law steps in the agreed order, with us checking each one against the plan.

6. Afterwards

Stamp duty and SDLT filings, tax returns and a note of any clawback periods to watch.

Why the order matters

The reliefs that make a demerger work depend on the sequence of steps: which company is inserted first, when shares are exchanged, when property moves and when HMRC confirms its view. The order of the steps matters, which is where we come in.

DAY 01Application sentOne letter covering every clearanceWITHIN 30 DAYS2HMRC may ask questionsThe clock restarts on the answersWITHIN 30 DAYS3HMRC decidesof a complete applicationTHEN4ImplementSteps follow the cleared plan exactly
How HMRC clearance works. The statutory clearances for demergers can be requested in a single application. HMRC can ask for more information within 30 days, and must give its decision within 30 days of receiving everything it needs. A complete, well-evidenced application keeps the timetable short.

What we ask of you

  • Talk to us early, ideally before any buyer, lender or shareholder agreement fixes the timetable.
  • Share the information we ask for, so the clearance application gives HMRC the full picture.
  • Tell us when anything changes: a sale, a new shareholder, a refinancing or a change of plan.
  • Don't take any step, such as transferring a property or issuing shares, until we've confirmed it's time.

Confidentiality

Demergers involve sensitive information: shareholder relationships, family plans, property values and sometimes a sale. Everything you share with us is treated as confidential and used only to advise you. See our privacy policy for how we handle personal data.

FAQs

Frequently asked questions

What happens when I first get in touch?

You tell us briefly about the companies and what you want to separate, through the Book a call form, by email or by phone. We respond the same working day and arrange a confidential first conversation with the senior adviser who would design your demerger. There's no charge or obligation for that conversation.

What does a demerger project usually involve, start to finish?

Broadly: understanding the group and your goals, choosing the route, designing the steps, applying for HMRC clearances, then carrying out the company law steps with your lawyer, such as share exchanges, resolutions and transfers. Afterwards come the stamp duty and SDLT filings and tax returns. We coordinate the whole sequence so nothing is done out of order.

What is a typical demerger timetable?

Often a few months from first call to completion, though it varies. Preparing the clearance application, waiting for HMRC, which usually has 30 days from a complete application to respond, and then carrying out the legal steps all take time. A liquidation demerger can take longer because a liquidator is involved. We'll give you a realistic timetable early on.

Why do you apply for HMRC clearance before doing anything?

Because the reliefs that make a demerger tax-efficient have conditions and anti-avoidance rules. Clearance lets HMRC confirm, before any step is taken, that it accepts the transactions are not mainly about avoiding tax. If HMRC raises questions, we can answer them or change the plan while it's still a plan, rather than unpicking completed transactions.

How do you decide which demerger route to use?

We look at what's being separated, whether each part is a trade or an investment such as let property, how the shares are held, the reserves in each company, any planned sale and what each shareholder wants. Those facts usually point to a capital reduction, liquidation, statutory or partition route. We explain the trade-offs before recommending one.

Who will I work with?

A senior adviser, from the first call to the final filing. Advice is led by a Chartered Tax Adviser, supported by a Big 4-trained team that includes ICAEW and ACCA Chartered Accountants. You won't be passed to a junior team or between departments, so you won't have to explain your group twice.

How do you agree what you'll do?

Before work starts, we confirm the scope in an engagement letter. It sets out what we'll do, what we need from you and your other advisers, and the expected timetable. If the plan changes, for example because a buyer appears or a shareholder's position changes, we agree any change in scope with you first.

What information will you need from me?

Usually recent accounts for each company, the share register and articles, details of any properties and their values, loans and guarantees, past reorganisations and what each shareholder wants. If a sale is planned, we'll need to know about it. We send a specific list after the first call, so you only gather what's relevant.

Do you work with my lawyer and accountant?

Yes. A demerger needs all three. Your lawyer usually drafts the resolutions, share documents and transfer agreements; your accountant provides the accounts and confirms distributable reserves. We design the tax steps, write the clearance applications and keep everyone working from the same step plan, joining calls where useful. That avoids gaps, duplication and steps taken out of order.

What do you need from my accountant in particular?

Up-to-date figures. Several demerger steps depend on the company's accounts, such as whether there are enough distributable reserves or whether a capital reduction is needed first, and the directors may have to sign a solvency statement. We'll tell your accountant exactly what's needed and when, so it doesn't hold up the timetable.

Can a demerger be done without a lawyer?

In our experience, no. The company law steps, such as issuing shares, reducing capital, transferring property or appointing a liquidator, need properly drafted documents and filings at Companies House. Mistakes can make a step invalid or lose a relief. If you don't have a corporate lawyer, we can suggest how to find one.

How quickly do you respond during the project?

We respond the same working day. We plan around the dates that matter to you, such as a sale timetable, a bank's refinancing deadline or a year end. If something urgent comes up, like a question from HMRC or a change in the documents, tell us the deadline and we'll prioritise it.

Do you meet clients in person?

Most work happens by video call, phone and email, which suits owners and advisers across the UK. Some clients like to meet at a key stage, such as when shareholders are deciding between routes. Ask us if an in-person meeting would help. Whichever way we meet, you deal with the same senior adviser, and we keep a written record of the key decisions so everyone is clear on what's been agreed.

What happens after the demerger is completed?

We help with the follow-through: stamp duty adjudication or filings, SDLT returns and relief claims where property moved, and the information that needs to go into company and personal tax returns. We'll also remind you of any clawback periods, during which certain changes could bring a relief back into charge.

What if HMRC refuses clearance?

It's rare when an application is well prepared, and 100% of the clearances we've applied for were obtained across 50+ applications. If HMRC has concerns, it usually asks questions first. We answer them, adjust the steps if needed and, where appropriate, reapply. Because nothing has been implemented yet, you keep your options open.

Ready to talk it through?

A confidential first conversation with a senior adviser, with no obligation. We respond the same working day.

Or write to taxadvisory@aswatax.co.uk

Last reviewed 7 October 2026
Chartered Tax Adviser
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