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Do I need clearance in a share exchange

Do I need clearance in a share exchange

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We have a client that owns two companies, one traded until v recently and has sold its main assets so is sitting on cash and a few remaining assets, he wants to create a holding company using the other currently dormant company and transfer the cash and a few remaining assets up to the holding co, via dividends, later on he wishes to strike off the subsidiary. Do I need to apply for clearance if exchanging the shares in a one for one swap, the share holding would be identical in all respects.

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