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You may have heard the term intra-group transfer used in several contexts, including business acquisitions and disposals, restructurings, and group reorganisations. Each of these matters can be quite complex, and you may find it difficult to determine how an intra-group transfer may or may not be relevant to your business. This article will explain an intra-group transfer and the legal considerations when businesses use them.
What Are Intra-Group Transfers?
As you may know, many businesses are organised across two or more companies that operate under the same business. In other words, to the outside world, your business appears to be a single entity, although it is contained across more than one company. With this in mind, an intra-group transfer broadly describes any transaction between one group company and another.
Other examples of an intra-group transfer include:
- transferring a piece of machinery;
- transferring a portion of inventory held;
- transferring the ownership of intellectual property or the benefit of payment under a contract;
- transferring the shares held by a parent company in a subsidiary company to another group company; and
- incorporating a new company to transfer the entirety of another group company’s assets to the new one and then dissolving the other.
As you can see, these kinds of transfers vary in complexity. Moreover, the circumstances surrounding why you may undertake one form of an intra-group transfer over another may be substantially different.
Purposes of Intra-Group Reorganisations
Business efficiency is one of the most obvious reasons you would engage in an intra-group transfer. For example, suppose your business has two retail and a manufacturing division. The manufacturing business likely owns the products it manufactures. But to sell it, it needs to transfer them to the retail division.
More involved intra-group transfers arise in the context of:
- selling a portion of your business;
- acquiring another company or business;
- minimising tax liabilities; and
- restructuring your company’s debt.
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Legal Implications
The implications of an intra-group transfer are incredibly fact-dependent and depend on the purpose of the transfer. However, as a general rule, where the transfer is more routine, there are fewer restrictions and obligations placed on business directors. However, where the transfer is a precursor to an asset leaving the business, the limitations and tax liability grow more complex. In all cases, you should seek legal and accounting advice before making any substantial or valuable intra-group transfer.
Limitations
As mentioned above, even though several companies operate under a single business or brand, the law treats each as its own legal entity. Therefore, the directors of each company that is a party to the intra-group transfer must ensure that its interests are protected and its obligations observed.
The legal implication is similar to the restrictions the law imposes on your ability as a shareholder in a company to extract its assets. As you may know, you cannot just transfer cash held by your company to your bank account: the company directors must authorise a dividend, which legally requires the company to have made a profit.
Alternatively, the transfer must be some form of a legal expense: most commonly, this would be a salary paid to its director. However, it could also be reimbursing an expense you incurred during the business.
In either case, many rules govern when a company can transfer its assets to another individual. However, the law does make exceptions for how and when one group company can transfer an asset to another.
Tax Liabilities
Depending on which assets you extract from your company to yourself, you will incur different tax liabilities. For example, if you transfer land, you may incur stamp duty, whereas your company may have to pay tax on the asset’s appreciation.
Again, the same general principles apply to intra-group transfers. Nevertheless, there are several exemptions and credits available.
Key Takeaways
One business might operate through various companies. Since the law treats each company as its own legal entity, an intra-group transfer refers to when a group company transfers an asset to another company.
If you need help with an intra-group transfer, our experienced corporate lawyers can assist as part of our LegalVision membership. You will have unlimited access to lawyers to answer your questions and draft and review your documents for a low monthly fee. So call us today at 0808 196 8584 or visit our membership page.
Frequently Asked Questions
An intra-group transfer can refer to many circumstances, but generally, it is where one group company transfers one or more of its assets to another. Usually, the value of the asset is substantial.
The first legal implication you should be mindful of is the duties the directors to each of the group companies party to the transaction owe to that company, as these can conflict and complicate the transfer. The second relates to tax liabilities.
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