Tax Aspects of Corporate Reconstructions - A Scottish Perspective

Introduction

The tax treatment of a corporate reconstruction is rarely the commercial driver, but it is often what decides whether a sensible transaction can proceed. Properly understood, the rules should allow a holding-company insertion, a group reorganisation, or a demerger to be carried out without an unnecessary tax cost. This course focuses on corporate reconstructions from a Scottish perspective, including LBTT.

The area is changing quickly. Finance Act 2026 has rewritten the anti-avoidance rule for share exchanges and reconstructions. A new securities transfer tax is in the pipeline. And HMRC is consulting on modernising the taxation of company distributions, which could change the demerger landscape significantly.

This two-hour virtual classroom takes you through the key tax rules for company reorganisations, including inserting a holding company, reorganising the activities of a group, and separating activities by demerger.

Worked examples walk you through each transaction. A practical scenario, based on a Scottish family farming business, shows how each demerger route works in Scotland.

What You Will Learn

This live and interactive session will cover the following:

• Reorganisations
• What is a reorganisation?
• Reduction of capital
• Share exchanges
• Share-for-share exchanges
• The revised anti-avoidance rule in TCGA 1992, s 137
• Transactions in securities
• Pre-transaction planning
• Moving assets and shares within a group
• Demergers
• What is a demerger, and why carry one out?
• Introducing our farming business
• Statutory demerger by exempt distribution
• Capital reduction demerger
• Liquidation demerger
• Proposed reforms
• Other aspects
• Stamp duty and the new securities transfer tax
• Land and buildings transaction tax
• HMRC clearances

Recording of live sessions: Soon after the Learn Live session has taken place you will be able to go back and access the recording - should you wish to revisit the material discussed.