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SMART BUSINESS ARCHITECTURE
Company Sales and Restructuring
Design and implement tax-efficient corporate structures for your business. From company formation to group reorganisations, we help you build a solid foundation for growth, investment and eventual exit.
The right structure protects your wealth, maximises available reliefs, and positions your business for long-term success.
Structure today. Prosper tomorrow.
Holding Companies
Strategic holding structures for asset protection and tax-efficient dividend flows.
Group Structures
Multi-entity arrangements that maximise reliefs and operational flexibility.
Reorganisations
Tax-neutral restructuring including hive-outs, mergers and demergers.
Structuring Solutions for Every Stage
Whether you're starting out, scaling up, or preparing for exit, we design corporate structures that align with your commercial objectives.
Commercial Protection
Separate trading risks from accumulated wealth and valuable assets through appropriate legal structures. A holding company can ring-fence profits and investments from operational risks.
1.
Tax Efficiency
Minimise overall tax burden through intelligent use of group reliefs, participation exemptions for dividends, and substantial shareholding relief for future disposals.
2.
Flexibility for Growth
Build structures that can adapt as your business grows, attracts investment, or diversifies into new areas without triggering unnecessary tax costs.
3.
Exit Readiness
Structure from day one with an eye on eventual sale or succession. A clean, sale-ready structure supports maximum value realisation and access to key reliefs.
4.
Investor Attraction
Present a clean, professional structure that gives investors confidence. Isolating the business being financed into a standalone entity is often essential for external funding.
5.
5 Key Benefits of Smart Corporate Structuring
Corporate Restructuring
Tax-Efficient Hive-Outs
As businesses grow and evolve, the need to separate businesses into distinct entities can arise. A hive-out is a corporate restructuring mechanism where a business is transferred from one company to a newly created company in exchange for shares.
By leveraging Ireland's tax relief provisions, hive-outs can often be executed on a tax-neutral basis, provided they are structured correctly and satisfy specific conditions
Common Reasons for Hive-Outs
Facilitating Investment: Attracting external funding often requires isolating the business being financed into a standalone entity.
Succession Planning: Separating businesses can simplify the transition of ownership to the next generation.
Maximising Value for Sale: Preparing a business for a potential sale by segregating assets or operations can enhance its marketability.
Maximising Value for Sale: Preparing a business for a potential sale by segregating assets or operations can enhance its marketability.
Key Tax Considerations
A successful restructuring requires thorough understanding of relevant tax implications. Several taxes come into play during the process:
Capital Gains Tax (CGT)
CGT for Shareholders
Trading Losses Transfer
Stamp Duty Relief
Specialist Structuring Topics
Holding Company Structures
A holding company structure can offer significant advantages including asset protection, dividend flow optimisation, and preparation for eventual sale. Ireland's participation exemption for qualifying dividends and the substantial shareholding exemption for capital gains make it an attractive location for holding companies.
We design structures that maximise these benefits while maintaining commercial substance and satisfying all regulatory requirements.
Group Relief & Loss Utilisation
Group structures enable the sharing of trading losses between related companies, potentially providing immediate tax relief for losses that would otherwise be carried forward. The rules governing group relief are complex, requiring 75% ownership relationships and specific claim procedures.
We ensure your group structure qualifies for maximum relief and losses are utilised efficiently across the group.
Shareholder Arrangements
The relationship between shareholders and companies has significant tax implications. We advise on optimal salary versus dividend strategies, employee share schemes (including KEEP), and structuring shareholder loans and benefits to minimise overall tax for both company and individuals.
Getting these arrangements right from the start avoids costly restructuring later.
How We Approach Corporate Structuring
Our Process
1
Structure Review
We assess your current company structure, shareholder positions and long-term objectives.
REVIEW
2
Technical Analysis
Detailed analysis of available options, identifying potential tax liabilities and available reliefs.
ANALYSE
3
Structure Design
We design a tailored corporate structure aligned with your commercial and tax objectives.
DESIGN
4
Clear Recommendations
Practical, implementable recommendations provided in writing with clear risk assessment.
ADVISE
5
Implementation Support
We work with you and your advisors to implement the restructuring correctly.
IMPLEMENT
6
Documentation & Compliance
Ensuring all forms, filings and documentation are completed to preserve reliefs.
COMPLY
Holistic Advice Through Collaboration
The Story
Our client was the owner of a profitable Irish trading company built up over 20 years. While there was no immediate sale, they wanted to:
Prepare the business for a future exit
Extract surplus cash tax-efficiently
The existing structure meant profits were accumulating in the trading company, with limited options to extract value without triggering unnecessary tax.
Reduce personal exposure to risk
Create flexibility for retirement planning
Our Approach
We carried out a full review of the company structure, shareholder position and long-term objectives. Working closely with the client and their accountant, we designed and implemented a tailored corporate reorganisation that:
Separated trading activity from accumulated profits
Introduced a holding company structure
Preserved access to key reliefs for a future sale
Created flexibility to extract funds over time in a tax-efficient manner
Crucially, the restructuring was implemented well in advance of any transaction, avoiding the risks that arise when planning is left too late.
Why It Mattered
Without restructuring, the client faced significant tax costs on both profit extraction and a future sale. Early, strategic planning ensured the value they had built remained firmly in their control.
Future inheritance tax exposure for the children was significantly reduced
Most importantly, the client felt they had received joined-up, holistic advice
The client implemented a clear, tax-efficient succession plan
The client expressed strong confidence in the combined advisory team
The Good News
The client now has:
