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Integrating two companies

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We have two Limited building companies operating in their own right currently but are looking to merge them into one and trade under one name. Is it worth looking to get some professional advice on this or is it fairly simple to merge them together?

Staff are to be transferred across via TUPE. 

Thanks

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By David Ex
18th Jan 2022 12:48

Professional advice will ensure all the details are done correctly and no issues crawl out of the woodwork later.

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Caroline
By accountantccole
18th Jan 2022 13:39

Is one acquiring the other? What are they acquiring? (shares/assets) , are they under common ownership already?
Definitely worth taking advice.

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Replying to accountantccole:
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By Hugo Fair
18th Jan 2022 14:24

Also ... any loans/liabilities where a 3rd-party's 'approval' needs to be sought first?
So many things (like unknown unknowns) that can pop out of the woodwork later.
Professional advice will be re-paid - if only with restful nights lacking in worry.

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Replying to accountantccole:
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By TURNER89
18th Jan 2022 21:33

The company is already owned by the other, the parent company just wants to incorporate it within its own entity now.

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Replying to TURNER89:
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By Hugo Fair
18th Jan 2022 22:48

You originally said "We have two Limited building companies operating in their own right currently but are looking to merge them into one" ... now you're saying "The company is already owned by the other."
So which is it (both cannot be true using the normal meaning of those words)?

And if one company IS owned by the other (e.g. company A holds 100% of the shares in company B), then what does "parent company just wants to incorporate it within its own entity" actually mean?

Anyway, you originally asked "Is it worth looking to get some professional advice on this?" - and all 3 responders so far have said ... Yes, it is.

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Replying to Hugo Fair:
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By TURNER89
19th Jan 2022 08:12

Thanks for the reply.

Company A is owned by Company B - both are individual limited companies with their own VAT registrations, PAYE and Company registrations etc. Company A owns 100% of the shares in Company B.

Company A now wants to incorporate all the assets/liabilties etc of Company B and then look to close Company B so this is no more and everything is operated out of Company A moving forward.

My original post wasn't very clear so apologies but I hope the above clarifies and yes we will look to obtain some professional advice but was just after some general pointers.

Thanks

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Replying to TURNER89:
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By Hugo Fair
19th Jan 2022 10:46

Thanks for clarifying (slightly) the status quo, which reinforces the need for professional advice ... as it can be harder to 'move' everything out of what is to all intents & purposes the parent company than to 'fold' the child company into the parent - particularly regarding any assets & liabilities (as previously mentioned).
Either way there's also a potential issue of re-negotiating any contracts held by the parent company, as they don't just transfer without agreement of 3rd-party.

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Replying to Hugo Fair:
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By Bobbo
19th Jan 2022 11:03

Hugo Fair wrote:

Either way there's also a potential issue of re-negotiating any contracts held by the parent company, as they don't just transfer without agreement of 3rd-party.

I'm sure any time now Justin will pop up and tell us it can all be done without consent of the third party.

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Replying to TURNER89:
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By wingman22
19th Jan 2022 13:17

[quote=TURNER89]

Thanks for the reply.

Company A is owned by Company B - both are individual limited companies with their own VAT registrations, PAYE and Company registrations etc. Company A owns 100% of the shares in Company B.

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