Common issues in an intra-group reorganisation
Common issues in an intra-group reorganisation

The following Corporate guidance note provides comprehensive and up to date legal information covering:

  • Common issues in an intra-group reorganisation
  • Reasons for intra-group reorganisations
  • Structure and timing
  • Confirmation of asset ownership
  • Identification and management of shared assets
  • Identification and management of shared services
  • Identification of necessary consents, approvals and notifications
  • Consideration (form and amount)
  • Documentation

An intra-group reorganisation involves the transfer of group company share capital or group assets between two or more companies in the same corporate group.

Reasons for intra-group reorganisations

Intra-group reorganisations are carried out for a variety of reasons, although the key motivation is generally to boost administrative, operational or economic efficiencies. Reorganisations may be linked to a sale or acquisition transaction with a third party, whether:

  1. before or after the acquisition of a company or business from a third party, or

  2. before the sale of a group company or business to a third party

Reorganisations may, however, have no connection with any third-party transaction, occurring instead when it is feasible or appropriate.

Reorganisation before or after an acquisition of a company/business from a third party

A group may decide to undertake a reorganisation before the acquisition of a company or business to ensure that, post-acquisition, the newly acquired company or business sits appropriately within the corporate structure of the group. However, it will not always be appropriate to implement the reorganisation before the acquisition. This will often be the case because:

  1. the group is restricted by transactional practicalities such as, for example, the third-party seller being unwilling to transact with any party other than the group’s parent company (since the consideration is payable by the issue of shares in the parent and