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Holding Companyby ASWATAX
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Holding companies · Chartered Tax Advisers

Structure it right. Keep what you build.

Specialist tax advice for owner-managed companies and groups: inserting a holding company, HMRC clearances, protecting cash and property, selling under SSE or BADR, and passing the business on.

We respond the same working day

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You and your co-ownersHoldCo Ltdholding companyTradeCothe businessPropCothe premisesInvestCosurplus cashNewConext venturedividends up: tax-freeEACH RISK IN ITS OWN COMPANYSell a subsidiary: SSESell the group: BADRPass it on: IHT relief
  • 100%

    of HMRC clearances obtained (100+ applications)

  • 100+

    holding companies set up

  • £250m+

    of businesses restructured

  • 15+

    years' experience

Before and after

Everything in one box, or each risk in its own.

BEFOREShareholdersTradeCo LtdThe tradeSurplus cashThe premisesA new ventureEverything exposed to the same creditorsAFTERShareholdersHoldCo LtdNEWTradeCothe tradeInvestCothe cashPropCothe premisesNewCothe ventureEach risk in its own box
A typical owner-managed company, before and after. Before, the trade, the surplus cash, the premises and any new idea all sit in one company and are all exposed to the same creditors. After, each has its own company under a holding company: profits move up tax-free, the property and cash are protected, a new venture can't sink the main business, and a single subsidiary can be sold on its own. Holding company Trading company Investment company Property company

The Structure Lab

Build your group. See the tax, step by step.

Add a holding company, a second business, an investment or property company, then choose what happens next. The diagram redraws as you go, and every step shows the reliefs, the clearances and the traps.

Open the Structure Lab
  1. 1Start with your trading company
  2. 2Add a holding company
  3. 3Add a second business
  4. 4Add an investment or property company
  5. 5Sell, split or pass it on

How a holding company is inserted

A share swap, HMRC clearance, and no tax on the way in.

100%

of HMRC clearances obtained, across 100+ applications.

BEFOREShareholdersown the shares directly100%TradeCo Ltdtrading companyProfits, cash, property and riskall sit in one companyAFTERShareholderssame people, same proportions100%HoldCo Ltdnew holding companyNEW100%TradeCo Ltdunchanged: same tradeShare-for-share exchange: CGT relief (s135)and stamp duty relief (s77) if conditions are met
  1. 1Form the new holding company, with the same shareholders and share structure as the trading company.
  2. 2Apply to HMRC for clearance under s138 TCGA 1992 and s701 ITA 2007, before any shares are issued.
  3. 3Exchange the shares, then send the stock transfer form to HMRC to claim stamp duty relief under s77 FA 1986.
Inserting a holding company. The shareholders swap their shares in the trading company for new shares in a holding company. They end up owning the same business in the same proportions, one level up. With the right conditions met, and HMRC clearance obtained first, there is no capital gains tax and no stamp duty on the exchange. Holding company Trading company
WEEK 11Preparefacts, steps, reasonsDAY 02Apply to HMRCs138 and s701 togetherWITHIN 30 DAYS✓HMRC decideor ask questions firstEXCHANGE DAY4Share exchangeHoldCo issues sharesWITHIN 30 DAYS5Stamp dutyadjudication of relief
The clearance timeline. Clearance under s138 TCGA 1992 (capital gains) and s701 ITA 2007 (income tax) is usually requested in one letter to HMRC's Clearance and Counteraction Team. HMRC must reply within 30 days, or ask for more information within 30 days and then decide within 30 days of the answer. Shares must not be issued until clearance is in hand. After the exchange, the stock transfer form goes to HMRC so stamp duty relief can be adjudicated.

Selling

Sell a subsidiary and keep the proceeds working.

A holding company that sells a trading subsidiary can usually do so free of corporation tax, so the whole price is available to reinvest. Selling the whole group instead taxes the gain on you, with BADR on the first £1m of lifetime gains.

BEFORE THE SALEHoldCo Ltd100%100%TradeCo ATradeCo Bto be soldAFTER THE SALEHoldCo Ltdholds the cashBuyer100%100%TradeCo ATradeCo Bcash: gain exemptNo corporation tax on the gain.Shareholders are taxed only if they take the cash out.
  1. 1HoldCo has owned at least 10% of TradeCo B for a continuous 12 months in the six years before the sale.
  2. 2TradeCo B (with any subsidiaries) has been a trading company throughout that period.
  3. 3HoldCo sells TradeCo B. The gain is exempt; the cash stays in HoldCo.
Selling a subsidiary under the substantial shareholding exemption. When a holding company sells a trading subsidiary it has owned at least 10% of for 12 months in the last six years, the gain is normally exempt from corporation tax. The cash stays in the holding company, ready to reinvest or to fund the next venture. It is only taxed on the shareholders if and when they take it out. Holding company Trading company Buyer

How we work

Clear advice, cleared with HMRC, done properly.

Advice from our Big 4-trained team of ICAEW and ACCA Chartered Accountants and an in-house legal team, with every plan reviewed by a Chartered Tax Adviser. 100+ holding companies set up, for groups up to £50m, typically in 4 to 6 weeks.

How we work
  1. 1

    A free call, the same day

    Tell us about your company and what you want it to do for you. Our team responds the same working day.

  2. 2

    Your exact fee within 1 working day

    The structure we recommend, why, and a single fixed fee for the whole restructure. If a holding company isn't right for you, we'll say so.

  3. 3

    HMRC clearance first

    We prepare and submit the clearance application and deal with HMRC's questions, so you know where you stand before anything is signed.

  4. 4

    We put it in place

    Share exchange documents, stamp duty relief and Companies House filings, working alongside your accountant and solicitor.

Our packages

Three clear options. One fixed fee. No hourly billing.

Each package covers a standard restructure: one holding company above one trading company. Tell us what your structure looks like and we'll come back with your exact fee within 1 working day.

Every package is quoted as a single fixed fee for the whole restructure, exclusive of VAT: never an hourly rate, never a monthly retainer. Pay in full on engagement, or spread it over 2 monthly instalments. Your fee is confirmed in writing before any work starts.

Essential

Quote on request

Fixed fee for the whole restructure, excl. VAT. 2 monthly instalments available.

Full tax advisory and HMRC clearance: everything on the advisory side handled by ASWATAX. You engage a solicitor separately for the legal implementation.

  • Full review and due diligence of your existing ownership structure
  • Tax advice across all relevant taxes: CGT, corporation tax, income tax, VAT, IHT and stamp duty
  • Confirmation of HMRC clearance prospects before we proceed
  • Advice on how funds move around the group efficiently
  • Full HMRC clearance application prepared and submitted
  • Responses to any HMRC queries, at no extra charge
  • Liaison with your accountant throughout
  • Accountants' completion pack on handover
  • Not included: In-house legal implementation: you'll need your own solicitor
  • Not included: Companies House filings
  • Not included: Tax valuation
  • Not included: Post-completion HMRC enquiry defence

Best suited to clients who already have a trusted legal relationship.

Get a Essential quote
Most popular

Premium

Quote on request

Fixed fee for the whole restructure, excl. VAT. 2 monthly instalments available.

Everything managed under one roof: tax advice, in-house legal implementation, Companies House filings and a full tax valuation, all for one fixed fee. Nothing to coordinate, nothing to chase.

  • Everything in the Essential package
  • Our in-house legal team manages the full restructure
  • All restructuring documents prepared and executed
  • Companies House filings completed on your behalf
  • Detailed tax valuation of your business
  • All the stamp duty work included
  • Accountants' guidance pack for ongoing maintenance
  • Wider tax support throughout the transaction
  • Not included: Post-completion HMRC enquiry defence
  • Not included: Post-transaction support period

Everything handled in house. No solicitor needed: one firm, one fixed fee.

Get a Premium quote

No Risk

Quote on request

Fixed fee for the whole restructure, excl. VAT. 2 monthly instalments available.

Our most comprehensive package, for clients who want total certainty. Everything in Premium, plus a money-back guarantee.

  • Everything in the Premium package
  • Money-back guarantee if HMRC clearance is not obtained
  • Full HMRC enquiry defence, all the way to the highest courts, at no extra charge
  • 6 months of post-completion tax support
  • Unlimited access by phone, email and in-person meetings throughout

If HMRC ever comes back, at any point and for any reason, we defend you at no extra charge.

If clearance isn't granted, you get your money back.

Complete certainty, from the first call to long after completion.

Get a No Risk quote

Accountants, solicitors and corporate finance advisers.

When a client asks “should I have a holding company?”, bring in a Chartered Tax Adviser. We handle the tax and the clearances; your client stays your client.

For introducers

FAQs

Holding company questions, answered

Should I set up a holding company?

A holding company is worth considering if your trading company has surplus cash you want to protect, owns property, or you plan to start a second business, sell part of the group or pass the business on. If none of those apply, it may add admin and cost you corporation tax without much benefit. The right answer depends on your profits, cash, shareholders and plans, so it is worth testing with your own figures first.

What are the benefits of a holding company in the UK?

The main benefits are protection and flexibility. Profits can move from a trading subsidiary to the holding company as dividends that are normally exempt from corporation tax, putting cash out of reach of trading risk. Property and new ventures can sit in separate companies. A trading subsidiary sold by its holding company can be exempt from corporation tax on the gain, and holding company shares can qualify for inheritance tax Business Relief where the group trades.

How much tax does a holding company save?

There is no standard figure, and a holding company does not cut your tax on its own. Money taken out still pays dividend tax when it reaches you. The savings come from specific situations: deferring personal tax while cash is reinvested in the group, a tax-free sale of a subsidiary, keeping reliefs on a future sale or on death, or avoiding tax on moving property. Against that, the corporation tax limits can be halved. Only modelling your figures gives a real answer.

What are the disadvantages of a holding company?

There is another company to run, with its own accounts, tax return and filings, and possibly group accounts. A holding company and its subsidiary are associated companies, which halves the corporation tax limits for each unless the holding company is passive. Setting one up takes careful planning, HMRC clearance and stamp duty paperwork. And cash built up in the group still pays dividend tax when you finally take it out personally.

Is a holding company worth it for a small limited company?

Often not, for a company with modest profits and little surplus cash. The associated companies rules can push some profits from the 19% rate into marginal relief, and the extra admin is the same whatever your size. A holding company tends to pay its way where profits are being retained rather than all drawn out, where there is property or a second venture, or where a sale or succession is on the horizon.

Will a holding company help when I come to sell my business?

It can, in two ways. If the holding company sells a trading subsidiary, the gain can be exempt from corporation tax under the substantial shareholding exemption, leaving the proceeds in the group. And a holding company makes it easier to separate cash, property or a side business that a buyer doesn't want before a sale. Whether selling the holding company or the subsidiary is better depends on what you plan to do with the proceeds.

Can a holding company reduce inheritance tax?

It can help keep inheritance tax relief rather than create new relief. Shares in a holding company of a trading group can qualify for Business Relief, and from 6 April 2026 relief is 100% on the first £2.5m of qualifying business and agricultural property per person and 50% above. A holding company also makes it easier to separate investments and pass shares gradually, sometimes through a Family Investment Company.

Will a holding company change how I pay myself?

Not necessarily. You can still take a salary from the trading company and dividends, now usually from the holding company after it receives dividends from the trading company. The difference is choice: profits can stop in the holding company, protected and reinvested, rather than being paid to you and taxed at up to 39.35%. Dividend tax rates for 2026/27 are 10.75%, 35.75% and 39.35%, after a £500 allowance.

What is the difference between a holding company and a group of companies?

A holding company is the company at the top; the group is the holding company together with its subsidiaries. Tax law defines groups in different ways for different purposes. A 75% group can share losses through group relief and move assets without a capital gains charge, while a 51% link is enough for companies to be associated for corporation tax limits. Most owner-managed groups are 100% owned, so all the definitions apply.

Why do business owners move profits into a holding company?

Mainly to protect them and keep their options open. A dividend from a trading company to a holding company that controls it is normally exempt from corporation tax, so profits can move up without tax and sit away from the trade's creditors. From there, the cash can be invested, used to buy property or another business, or lent back to the trade. Personal tax arises only when the holding company pays dividends to the shareholders, at a time of their choosing.

What kinds of businesses benefit most from a holding company?

Typically profitable owner-managed trading companies that retain more profit than the owners need to live on. Holding companies also suit businesses that own their premises, want to start or buy a second business, have several shareholders with different long-term plans, or expect a sale or a handover to the next generation. Businesses that pay out nearly all their profits each year, and have no property, second venture or exit plans, usually gain less from the extra company.

Is setting up a holding company a form of tax avoidance?

No. Holding company structures are a normal part of UK business, and the reliefs that support them, such as the dividend exemption, the substantial shareholding exemption and share-for-share relief, are deliberate parts of the tax system. What HMRC targets is arrangements with a main purpose of avoiding tax. Since 26 November 2025, share exchange relief is denied where that is the case, so the commercial reasons need to be real and clearly explained, usually in an HMRC clearance application.

Can I set up a holding company myself online?

You can form a new company online with Companies House quickly, but that is only the first step. Putting it above your existing company means a share-for-share exchange, ideally with HMRC clearance first, a stamp duty relief claim through adjudication and the right Companies House filings. Mistakes, such as issuing shares before clearance or changing shareholders' proportions, can cost reliefs or trigger stamp duty. Most owner-managers use a tax adviser for the restructuring and their accountant for the filings.

Is a holding company still worth it after the recent tax changes?

For the right business, yes, though the details have changed. From 26 November 2025 share exchanges face a main purpose test, so the commercial reasons need to be clear. Business Asset Disposal Relief rose to 18% from 6 April 2026, dividend rates are now 10.75%, 35.75% and 39.35%, and inheritance tax Business Relief is 100% only on the first £2.5m per person, with 50% above. That makes deferring personal tax and protecting reliefs more valuable, not less.

Can a holding company help me step back from running the business?

It can. A holding company lets you separate ownership from management: managers can run the trading company, and in time may be offered shares in it, while you keep control at holding company level and receive dividends. Cash and property built up in the group can provide an income that doesn't depend entirely on the trade. It also gives a framework for passing holding company shares to the next generation gradually, or for a later sale of the trading subsidiary.

What is the difference between a holding company and a trading company?

A trading company runs a business: it sells goods or services, employs staff and earns trading profits. A holding company mainly owns shares in other companies, and its income usually comes from dividends paid by its subsidiaries. For many tax reliefs the two are looked at together: shares in the holding company of a trading group can qualify for Business Asset Disposal Relief and inheritance tax Business Relief, provided the group as a whole is mainly trading.

Should I buy another company through a holding company?

Often, yes. Buying through a holding company keeps the target separate from your existing business, so its risks and history stay in its own company. Once acquired, it can pay dividends to the holding company, normally free of corporation tax, which can help repay any acquisition borrowing. Stamp duty of 0.5% is payable on the price paid for the shares, and the new subsidiary becomes an associated company for the corporation tax limits. If you don't yet have a holding company, it may be worth inserting one first.

Does a holding company give me more protection from business debts than a single company?

Limited liability already protects your personal assets in a single company, unless you have given personal guarantees. What a holding company adds is protection inside the business: cash, property and other ventures held in separate group companies are generally beyond the reach of one subsidiary's creditors. Personal guarantees, cross-guarantees and lender security can still reach them, so it is worth checking existing facilities before relying on the structure for protection.

What tax does a holding company itself pay each year?

Corporation tax on its own taxable profits, such as interest, rent, management charges and gains on investments. Dividends it receives from its trading subsidiaries are normally exempt, so a holding company whose only income is those dividends often has little or nothing to pay. For 2026/27 the rates are 19% on profits up to £50,000 and 25% above £250,000, with marginal relief in between, and those limits are shared across associated companies.

Is a holding company the same as an umbrella company?

No. An umbrella company is an employment business that employs contractors and runs their payroll; it has nothing to do with owning other companies. A holding company is a company that owns shares in one or more subsidiaries, usually your own trading company, to protect cash, separate property, add ventures or plan a sale or succession. If you are a contractor working through your own limited company, a holding company is rarely worthwhile unless profits are being retained and reinvested.

Talk to us before you buy, sell or restructure.

The right group structure protects what you've built and keeps your options open. A free first call with a Chartered Tax Adviser, and a reply the same working day.

Or write to holdingcompany@aswatax.co.uk

Chartered Tax Adviser
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