Tax advisory – buying, selling and restructuring businesses

Buying, selling or restructuring a business is a critical point in any business’ lifecycle. Transactions are often high pressure, time sensitive and the tax implications will often be a significant consideration with material implications for the parties.

The tax environment applicable to corporate reorganisations and transactions is also complex. Careful planning is crucial to ensure that any reliefs are maximised, opportunities and efficiencies are identified and maximised and any pitfalls are avoided.

We can help you with:

Menzies has specialist experience advising on all aspects of buying, selling and restructuring businesses. Our team of expert tax advisers work proactively with clients to ensure transactions are structured effectively to achieve their commercial objectives whilst ensuring business value is maximised through effective risk management.

Buying a business

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Business growth can be accelerated through mergers, joint ventures and buying other companies or businesses.

Buying a business is however often a demanding process. Different transactions will all have varying tax considerations and, depending on the transaction structure, it is possible that the buyer will assume responsibility for historic tax risks. Ensuring an effective acquisition structure and carrying out robust due diligence are key parts of achieving a successful acquisition and maximising the value of a business purchase. It is important that advice is sought early in the process to ensure a strategy is put in place to manage any tax risks and that any opportunities for longer term efficiencies are identified. Addressing these early in the process can minimise the prospect of complications arising later in the process and, in some cases, issues and complications identified in the due diligence process can fundamentally affect the value proposition.

Our team of specialist tax advisers frequently advise on business and share acquisitions and work proactively with clientsin relation to:

Structuring corporate transactions:

Maximise tax efficiencies through effective structuring

  • Advising on different acquisition structures to reflect your commercial objectives whilst minimising transactional and operating tax costs;
  • Advising on the tax structuring of management buy outs (MBOs) and management buy ins (MBIs) , mergers, acquisitions and joint venture;
  • Advising on financing structures and the deductibility of financing costs;
  • Advising on business integration and post-transaction restructuring.

Tax due diligence and risk management:

Maximising the value of business acquisition through management of historic and future tax risks

Structuring and Restructuring

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There are a number of reasons why a business may benefit from being restructured, for example to achieve operational efficiencies, to aid in raising funds or incentivising employees, or to separate or amalgamate business components when preparing for a sale, looking to improve business reporting and accountability or because the objectives have changed. Regularly reviewing a business’ operating structure is advisable to ensure that tax and commercial prerogatives remain aligned.

The tax environment applicable to corporate reorganisations is complex because a number of taxes are often applicable, and the way in which different taxes interact can create significant risks, as well as opportunities, that are often material. This is particularly the case where businesses are being separated or demerged, and where property is involved, where careful planning is necessary to provide certainty to any relevant parties and ensure transaction costs are managed.

Our team of specialist tax advisers frequently advise on corporate reorganisations, restructuring and demergers, working proactively with clients in relation to:

Structuring corporate transactions:

Minimising tax exposure and maximising tax efficiencies through effective structuring

  • Advising on the structuring group reorganisations, partitions and demergers;
  • Advising on pre and post-sale restructuring including amalgamations, group simplification and post-acquisition integrations;
  • Advising on the effectiveness and appropriateness of different business and operating structures;
  • Obtaining any relevant HMRC clearances and assisting with any relevant disclosures, elections or relief claims;
  • Ensuring your structure is optimised prior to selling your business, raising funds or offering share incentives.

Selling a business or retiring from business

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Selling a business is a demanding process with high financial and emotional stakes.  Almost all commercial transactions have a significant tax implication and tax is often an important component in optimising shareholder value and returns on an exit.

The tax environment applicable to selling a business can also be complex and seeking advice early in the process can help maximise a business’ value, minimise shareholder tax costs and limit the possibility of challenge, whether during an impending due diligence process or from HMRC.

Our team of specialist tax advisers frequently advise on buying and selling businesses, working proactively with clients in relation to:

Structuring corporate transactions:

Minimising tax costs and maximising available tax reliefs through effective structuring

  • Advising on the different disposal structures: including share sales, trade and asset sales or more complex structures;
  • Reviewing existing business structures and advising on pre-sale restructuring;
  • Advising on the availability of capital gains tax reliefs, such as business asset disposal relief (formerly entrepreneurs’ relief) and disposals of shares acquired under enterprise investment schemes and tax-advantaged share option schemes;
  • Obtaining any relevant HMRC clearances and assisting with any relevant disclosures, elections or relief claims.

Tax due diligence and risk management:

Maximising business value through effective risk management

For more information on how our Restructuring/ Demerger team can help you or to get in contact with the team please complete the below form:
















Service head

Peter Mills

Senior Manager

Peter Mills is a Senior Manager at Menzies Leatherhead office specialising in business tax and Corporate Reconstructions for SME businesses.