Avoiding raising gains on a 1 man group restructure

Hello all

I have a client who owns 100% of two companies. We are looking to transfer his holding in one company to the other, thus forming a group structure.  As he is disposing of shares in a business which has a Net Assets value of £90k, I assume there is a triggered gain.  But is there any holdover relief available, as he still owns 100% of both companies, just now in a group structure.

Assuming there is not, does the position change if instead of a transfer, we do a share for share swap? I.e. Company A (net asset value of £100k) gives the shareholder another share in them, for his share in company B. I have seen this work in other set-ups, but have not tried this in a set-up where he already owns 100% of Company A. Surely share 2 of 2 is next to worthless to him?

Once the group is in place, we will then enact intra-group asset transfers, but leave the subsidiary as a dormant company.

Many thanks in advance for any help. Would really appreciate if you can link relvant Acts/schedules etc.