Clearance timeline planner

Because 30 days is the latest HMRC can take to give their decision on a complete application, so it's the safe date to plan around. HMRC often reply sooner, and if they do, the share exchange can move forward. Planning for the full period means a board meeting, a bank or a year end doesn't have to move if the reply takes the time allowed. The planner calls the result the earliest date on these assumptions.

If you choose to allow one round, the planner assumes HMRC ask for further information on day 30, the latest they can, and that you reply after one, two or four weeks. HMRC then have a further 30 days from your reply to decide. So allowing for questions with a two-week reply adds 44 days to the timeline. It's a cautious assumption: questions often come sooner, and a quick, complete answer saves time.

Because the application describes the transaction in detail, and it's simpler when the holding company already exists with its name, registered number and share capital set out. The planner shows it incorporated a week before you apply, with the same shareholders and share classes as the trading company. Forming it doesn't move any trading company shares; nothing changes hands until the share exchange, after clearance.

In principle the share exchange can go ahead as soon as the clearance is in hand, as long as it follows the steps described in the application. The planner puts the earliest share exchange on the day after HMRC's decision is due, which leaves a day to read the clearance letter and get the documents signed. In practice, many owners prefer to allow a little longer to arrange signatures and board approvals.

Everything after the decision can move forward. The share exchange can then take place once you have the clearance letter, and the stamp duty and Companies House deadlines run from the actual date of the share exchange and allotment, not from the planner's date. Re-enter your dates, or simply count forward from the real exchange date: 30 days for the stock transfer form and one month for the return of allotment.

Because a clearance under s138 TCGA 1992 has to be obtained before the holding company issues its shares. If the shares are issued first, there's no clearance to rely on and the protection is lost. For shares issued on or after 26 November 2025 the exchange is subject to a main purpose test, so that advance confirmation matters more than it did. The share exchange is therefore planned for after the decision date.

When the shareholders transfer their trading company shares to the holding company, the stock transfer form would normally attract 0.5% stamp duty. Share acquisition relief under s77 FA 1986 can remove it, but only through adjudication: the form is sent to HMRC with details of the relief claimed. The planner shows the date 30 days after the share exchange, the deadline for sending it. Sending it earlier is fine.

SH01 is the return of allotment that a company files at Companies House when it issues new shares. The holding company issues shares to the shareholders in the share exchange, so it must file the return within one month of the allotment. The planner also reminds you to update the trading company's register of people with significant control, because the holding company becomes its direct owner. Other company records need updating at the same time.

Yes. HMRC accept a single application covering several statutory clearances, sent to their Clearance and Counteraction Team. For a holding company insertion that's usually s138 TCGA 1992, which deals with the capital gains main purpose test, and s701 ITA 2007, which deals with the transactions in securities rules for income tax. Each has the same 30-day response period, so the planner shows one timeline for both.

Because a good clearance application takes preparation. We need the shareholdings before and after, recent accounts, a step-by-step description with diagrams, and a clear explanation of why the holding company is being set up. The share structure needs agreeing first, especially if there are different classes. For a typical owner-managed company we prepare it within a week, which is why a whole insertion usually takes 4 to 6 weeks. A family company with several shareholders can take a little longer.

No. It counts calendar days, as the statutory 30-day periods do, and doesn't move dates that fall on a weekend or bank holiday. A share exchange can't usually be signed and processed on a non-working day, so if the earliest date lands on a weekend, plan for the next working day. Around Christmas and Easter, it's worth allowing a few extra days for HMRC's post and your own signatures.

The planner allows for one round, which is the most common pattern where questions are asked. HMRC can ask again, and each time they have 30 days from your reply to decide or to ask for more. If a second round seems likely, for example where the facts are unusual, add roughly the same period again: your reply time plus 30 days. A complete first application is the best way to avoid extra rounds.

Not directly. The planner is built for inserting a holding company by a share-for-share exchange. Demergers and company purchases of own shares need different clearances, extra steps such as capital reductions or shareholder resolutions, and different filings afterwards. They can often go in the same letter to HMRC, but the timetable after clearance is longer. The 30-day decision period is still a useful guide for the first stage.

The planner starts one week from today, but it's usually best to work backwards. If you need the holding company in place by a particular date, such as before an accounting year end, a property purchase or a new venture, try application dates until the earliest share exchange falls comfortably before it. Then build in the questions option for a safer margin, and check that a week of preparation fits before the application.

No. It assumes clearance is given. If HMRC aren't satisfied, the share exchange shouldn't go ahead as planned. You can revisit the plans and the reasons, give HMRC more information, or reapply. For a s138 refusal, or if HMRC don't reply within the time allowed, the applicant can also ask, within 30 days, for the application to be sent to the tribunal. Any of these adds time.