At Rollits we have a team of experienced corporate solicitors who provide legal advice and services on all aspects of corporate law including advising on corporate reorganisations/company reorganisations.
Rollits LLP is an established law firm with offices in Hull and York.
"We have worked alongside Rollits for many years and the ethos of their partners and staff is closely aligned with ours. They have great technical knowledge but are also pragmatic in working towards solutions which they help to deliver."The UK Legal 500, 2020 edition
Reorganisations typically involve the transfer of a business or shares in one group company to another group company and are generally carried out for one of the following reasons:
- to improve business efficiency;
- to simplify the structure of the corporate group;
- to prepare a company or business for sale;
- as a result of an acquisition of a business or company;
- or for tax reasons.
Our corporate team have a wide range of experience in looking at the benefits of reorganising your company/group structure and the various options available. We will carry out due diligence into the relevant group companies to consider whether there are any specific issues such as the availability of distributable reserves, the terms of any contracts/agreements and the requirement for any third party consents which may potentially impact the proposed reorganisation.
We will then liaise with your accountants/tax advisers to ensure that the proposed reorganisation does not have a negative tax implication and to ensure that the best group structure is achieved, be this via a demerger, a hive-up, a hive-down, the introduction of a holding company or a share or asset transfer. Some reorganisations require the consent of HMRC and we will work with your accountants and tax advisers to obtain such consents if required.
A reorganisation may trigger other issues such as whether TUPE applies as a result of the transfer of the business/assets (and if employees are transferring, there may also be pensions aspects that need to be considered) and whether any property/land or intellectual property should or will be transferring. We work closely with our employment, commercial property and commercial teams to bring in their expertise where such issues arise.
Once we have established the preferred structure we will then draft the necessary documents to properly record the reorganisation.