Company Reorganisations & Amalgamations

Restructuring a company the tax-efficient way

A company reorganisation reshapes the structure of a business or group so it works better for what comes next, whether that is succession, investment, ring-fencing risk or an eventual sale. Done well, an amalgamation or reorganisation achieves the commercial goal while deferring or removing the Capital Gains Tax, stamp duty and other charges that a careless restructuring would trigger.

We plan and implement reorganisations for companies and groups across Ireland, working with your solicitor and, where appropriate, Revenue, so the steps stand up to scrutiny. Most reorganisations involve several linked steps that must happen in the correct order, and the sequence often determines whether a relief is available at all.

Common reasons to reorganise

Most reorganisations we handle are driven by one of a handful of objectives:

• Inserting a holding company to separate trading from investment activity and protect accumulated assets.
• Splitting or demerging trades so different shareholders, or the next generation, can take their own part of the business.
• Amalgamating two or more companies to simplify a group and cut duplicated compliance.
• Preparing for a sale by tidying the structure and isolating the assets a buyer wants from those you wish to retain.

Each of these can be achieved tax-efficiently, but only if the route is chosen carefully and the reliefs are secured before the transaction happens.

The tax reliefs that matter

Irish tax law recognises that genuine reorganisations should not be penalised. Share-for-share relief, reconstruction and amalgamation reliefs, and group relief provisions can defer capital gains tax and reduce or eliminate stamp duty when the conditions are met. The 12.5% trading rate that drives most corporation tax computations and the 33% CGT rate are well established, but the relief conditions are detailed and exacting.

We map every step of the transaction against those conditions before anything is signed, so the relief is locked in rather than hoped for. We also model the cost of getting it wrong, because an unexpected CGT or stamp duty charge can outweigh the commercial benefit.

Revenue clearance and certainty

For many reorganisations it is sensible to confirm in advance that Revenue accepts the transaction is being carried out for bona fide commercial reasons. Where clearance is appropriate, we prepare the application and set out the commercial rationale clearly, so you have certainty before the structure changes rather than after.

Joined-up with your wider plan

A reorganisation rarely stands alone. It usually supports a succession or estate plan, a business valuation and sale, or a broader company restructuring under our corporate finance team. We coordinate the capital gains tax treatment across the whole transaction so nothing is missed.

Plan the structure before you act

The reliefs that make a reorganisation work depend on getting the sequence right from the start. Talk to us early and we will design a structure that meets your commercial goals and your tax position. Get in touch to book a free consultation.