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Company merger - reccomendations

Client wants to merge two companies - looking for recommendations for solicitors or similar

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I have a longstanding client who has two companies he wants to merge, by selling one to the other. I've been providing services preparing accounts and CT600s and submitting payroll for him for a number of years, but this is a little outside my field of expertise.

I suspect its actually not actually all that complex, but having not dealt with this aspect of accounting before I don't think this is the one to learn on, given there are some intercompany loans and other aspects that might mean I'm missing something on the company law, or tax front. It's not worth risking my reputation, or my clients money to practice in an area I'm this unfamiliar with!

Does anybody have any recomendations for a firm of solicitors, or accountants who would be able to advise on and potentially complete this merger.

Thanks

Matt

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By Anita14
05th Mar 2019 20:08

What area of the country are you in? Best man for the job in South/South West is Sean Grinsted, PKF Francis Clark Accountants. (No, I don't work for them!)

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By MattG
05th Mar 2019 20:33

The client (and I) are around the Lincs/Notts border, but I'll bear in mind the recommendation if they can deal remotely. I hope it will be a quick enough job which doesn't require any extensive face to face discussions.

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By Matrix
05th Mar 2019 21:31

Go for the accountants since (London) solicitors charged £20k when a client was taken over.

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06th Mar 2019 10:44

From what you say, he is not wanting to merge the companies but to make them a group, with one of them as the holding company. The key question then is whether he can hold over the gain on his disposal of the soon to be subsidiary in exchange for shares in the soon to be holding company. That is the discrete issue your client needs advice on.

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By MattG
to johngroganjga
06th Mar 2019 11:10

Sorry I wasn't very clear in my initial question. He wants to ultimately just have the one company, by selling company B to company A, hiving up the trade and assets of company B, then striking off B.

The additional complications arise from Inter company loans from B to A and whether it is a share for share exchanges, or a cash sale.

I haven't gone into too much detail, as the intention is to engage somebody more experienced than myself to go through the detail.

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to MattG
06th Mar 2019 11:18

A post sale hive of the trade does not affect what I said the key question was. If the sale of B is to get his hands on spare cash in A he needs tax advice on the implication of doing that. If he is doing a share for share exchange he needs advice on rolling over his gain, and probably applying for HMRC clearance.

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