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Post Info TOPIC: Urgent - Change of business structure - holding co - what do I need to do??


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Urgent - Change of business structure - holding co - what do I need to do??
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Hi all,

See attached ppt for example of my thoughts on current and future.

We currently have a business that effectively has 2 major areas + an investment stake in another business. These are all held under the main business and not segregated legally. We are looking to get separate funding for the 2 major areas and hence looking to separate all of them out legally.

We have started the process of separating the assets and liabilities into the 2 separate reporting lines but need help as to what to do to set up the new structure and what it should look like.

My thoughts are that the current company becomes the holding company that owns 100% of the two major businesses and our investment stake.

So I guess we don't need to set up a new co but will need to set up 2 ltd companies for the reporting lines that the holding co owns 100% and the investment stake. So any new funding can be directed into the 2 limited companies and can dilute the holding co stake.

Does this make sense?

What do I need to do? - advice needed on the steps to take - a checklist of some sort or ...

Any good firms out there that can do this cheaply or can I do it myself?

Many thanks for your help in advance.



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Prakash Shah


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Hi there

The best way to structure this entirely depends on how you want the investment to come in and what type of investment you are talking about.

You will need to consider the tax consequences of splitting the business and then also of the investment. You will also need to consider the legal documents relating to both of these activities. You will need transfer documents relating to the sepearation of the business and the investor(s) will want to take shares in the relevant company. I'm assuming that you will  need a bespoke set of articles and shareholders' agreement for any company where an investor holds an interest.

It's a bit difficult to give any detailed suggestions without knowing a lot more about the type of business lines you have, what the 'investment stake' is, the investment that you are hoping to get and your plans for the business for the future.

I'd be happy to discuss if you'd like to send me a PM.

Thanks

 

Nick



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Nick Lindsay is a director of Elemental CoSec, a provider of company secretarial services.

All information is provided for informational purposes. Please get in touch if you would like personal advice.

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