Corporate Restructuring Solicitors Manchester

Set your business up for the next stage. Our corporate restructuring solicitors based in Manchester advise UK businesses on group structuring, demergers, holding companies, employee ownership trusts and EMI schemes, helping you reorganise efficiently and protect what you have built.

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Most businesses outgrow their original structure long before owners think to change it. Whether you are preparing for growth, planning an exit, separating different parts of the business, or rewarding employees through share schemes, the right corporate structure protects value, supports tax efficiency, and makes future decisions easier. Our Manchester-based corporate restructuring solicitors advise UK businesses on group structuring, business reorganisation, exit and growth planning, holding company set-up, demergers, employee ownership trusts (EOTs) and EMI share schemes. The aim is a structure that fits where your business is now and where you want to take it.

What This Means for You

A structure that protects value and reduces risk
Greater flexibility for growth, investment or exit
Improved tax efficiency (working alongside tax advisers)
Clear ownership and control arrangements

How our corporate restructuring solicitors help businesses reorganise

From holding companies and group reorganisations to EOTs and EMI schemes, Our solicitors advise on the legal side of structuring your business for the next stage.

Exit and growth planning

Long-range structural advice for owners thinking ahead. Getting the corporate structure right years before a sale, fundraise or succession can significantly affect what you keep at the end.

Group and holding companies

Setting up holding companies, creating group structures, and structuring subsidiaries in place. Useful for asset protection, tax planning, and preparing the business for future growth or sale.

Business reorganisation

Internal restructures including share-for-share exchanges, share class changes, and capital reorganisations. Designed around the commercial outcome you are trying to reach.

Demergers

Statutory and liquidation demergers to separate parts of a business into independent entities. Useful where two trades have grown apart, or where shareholders want to go their own way.

Employee ownership trusts (EOTs)

Legal structuring for tax-advantaged sales to an employee ownership trust. Trust deeds, articles, share transfer documents and shareholder consents structured in line with HMRC requirements, working alongside tax advisers where required”

EMI schemes and share options

Drafting EMI option agreements, scheme rules and supporting documents. Helping growing businesses reward and retain key employees through tax-advantaged share options.

Who we work with

Corporate restructuring work rarely starts with the structure itself. It starts with something a business owner is trying to do. We are usually brought in by:

Owner-managed and family businesses that have grown past their original setup
Founders planning an exit, a succession or a sale in the next few years
Groups running more than one trading company under a single owner
Shareholders who want to separate their interests and go different ways
Businesses preparing for investment, a fundraise or a management buyout
Owners considering employee ownership as an alternative to selling externally
Growing companies putting share options in place for key staff
Accountants, tax advisers and corporate finance advisers referring a client who needs the legal side handled

What a restructuring involves

Inserting a holding company over an existing trading business
Share for share exchange to move ownership without an immediate tax charge
Setting up subsidiaries and transferring trade or assets between group companies
Hive-up and hive-down of a trade or business into a separate entity

Statutory demergers, where a trade is distributed to shareholders
Capital reduction demergers
Liquidation demergers, arranged alongside the appropriate professionals
Splitting a business between shareholders who want to go separate ways

Capital reductions and share buybacks
Bonus issues, consolidations and subdivisions of shares
Creating alphabet shares or growth shares
Varying share class rights, and the consents that requires

Employee Ownership Trust structures, including the trust deed and share purchase documents
EMI option agreements, scheme rules and supporting documents
Unapproved share options and growth share arrangements

Amended articles of association
Shareholder resolutions and written consents
New or updated shareholder agreements
Share transfer forms, stock transfer documents and updated registers
Support with Companies House filings and PSC register updates

What to think about before you start

A restructuring rarely fails on the legal drafting. It fails on something nobody checked at the outset:

HMRC clearance

Many reorganisations rely on statutory reliefs to avoid an immediate tax charge. Advance clearance from HMRC is often sensible, with your tax adviser leading the process.

Employees

Moving a trade between entities can bring TUPE into play. Existing share schemes may need amending, and option holders may have rights on a reorganisation.

Your lenders

Debentures, charges and facility agreements frequently restrict group changes or require consent before shares move. Finding this out late can stop a project.

Contracts and Leases

Leases often contain assignment restrictions or landlord consent requirements when a trade moves between companies. The same applies to customer and supplier contracts with change of control clauses.

Consents you may need

Existing shareholder agreements and articles often set thresholds for issuing shares or transferring ownership. Minority shareholders may have pre-emption rights, and drag along provisions can affect what's possible.

Timing

Financial year end, an upcoming transaction, and HMRC clearance timescales all shape when a restructuring should happen rather than whether it should.

When to consider restructuring

Your business has grown beyond its original structure
You are preparing for a sale or investment
You operate multiple trading activities
Shareholders want to separate interests
You are considering employee ownership or share schemes

Meet the Founder

Marium Razzaq has spent 22 years advising business owners on corporate structuring, reorganisations and company sales, in the UK and internationally. She is a solicitor regulated by the Solicitors Regulation Authority (ID 277854), a member of the Chartered Institute of Arbitrators. She founded MAR Legal in Manchester so that business owners could speak directly to a senior lawyer about how their company is structured, rather than working through layers of a larger firm.

Marium Razzaq
Solicitor & Director Mar Legal
MCIArb

Why business choose MAR Legal for Corporate Restructuring

Solicitor led advice

Direct access to an experienced legal team from day one

No obligation consultation

Speak to our team before you commit, no-obligation.

Transparent Pricing

You know what to expect from the outset, no hidden costs or surprises

Manchester based, UK wide

20+ years of combined commercial & corporate experience

Trusted by businesses across the UK for clear, practical advice on group structuring, demergers, EOTs and EMI schemes.

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How our Commercial Restructuring process works

Book a consultation

Tell us where the business is and where you want it to go.

We assess the structure

Current structure reviewed, options explained, and the right approach agreed.

We draft and co-ordinate

Legal documents drafted and co-ordinated with your accountant or tax advisor.

Implementation and completion

Documents executed, filings made, and the new structure put in place.

Visit our Manchester Corporate Restructuring Lawyers

MAR Legal is based at Regus, 3 Hardman St, Manchester M3 3HF, in the heart of the city's business district.

The office is a short walk from Deansgate and Manchester Oxford Road stations, with St Peter's Square and Deansgate-Castlefield tram stops both within 10 minutes on foot. The nearest car park is on Quay Street, a couple of minutes away.

We advise businesses across Manchester and the wider North West, including Salford, Trafford, Stockport, Bolton and Bury, on corporate restructuring, as well as clients across the UK.

Restructuring a business often requires support across multiple areas. You may also be interested in:

Corporate Restructuring FAQs

A holding company is a parent company that owns shares in one or more other companies (its subsidiaries) but does not usually trade itself. It is a common structure for businesses with multiple trading entities, for asset protection, or as a foundation for future fundraising or sale. Setting up a holding company is one of the most common instructions handled by corporate restructuring solicitors at MAR Legal.

A holding company structure can offer several benefits: protecting valuable assets from operational risk, allowing different parts of the business to be owned or sold separately, enabling tax-efficient profit extraction or reinvestment between companies, and making the business easier to restructure for future fundraising, sale, or succession. The right structure depends on your commercial objectives, which is why most holding company set-ups begin with a planning conversation rather than a template. Corporate restructuring solicitors at MAR Legal advise on the structure that fits your situation before any documents are drafted.

A group company structure is an arrangement where a parent or holding company owns shares in one or more subsidiary companies, each of which may trade separately. It is used by businesses that operate across different sectors or geographies, want to separate risk between trading entities, or are preparing for growth, investment or sale. Our corporate restructuring solicitors advise on group structures at every stage, from initial planning through to Companies House filings and updated shareholder documents.

A demerger is a corporate reorganisation that separates one business into two or more independent businesses, each owned by the same shareholders or by different shareholders depending on the structure. Common reasons include separating two distinct trading activities, splitting a business between shareholders who want to go their own way, or preparing one part of the business for sale while keeping the other. The two main routes are statutory and liquidation demergers, each carrying different tax and legal consequences - Our corporate restructuring solicitors advise on both.

An Employee Ownership Trust is a structure that allows the owner of a business to sell their shares to a trust held for the benefit of all employees, typically on a tax-advantaged basis. EOTs have become a popular alternative to traditional sales for owners who want to step back without selling externally, while preserving the business's culture and rewarding the team that helped build it. The legal documents include a trust deed, share purchase agreement and amended articles of association, all handled by our corporate restructuring solicitors working alongside your tax adviser throughout.

EMI (Enterprise Management Incentives) is a tax-advantaged share option scheme that lets qualifying companies grant share options to key employees, with significant benefits for both the company and the recipient. EMI schemes are widely used by growing UK businesses to attract, retain and reward talent, particularly in tech and high-growth sectors. The option agreements, scheme rules and supporting documents are drafted by our corporate restructuring solicitors, with your tax adviser handling valuations and HMRC notifications.

A share for share exchange is a transaction where shareholders in one company exchange their shares for shares in another company, often a newly formed holding company. It is one of the most common ways to insert a holding company over an existing trading business without triggering an immediate tax charge, subject to meeting the relevant conditions. The share exchange agreement, updated shareholder documents and Companies House filings are all areas where our corporate restructuring solicitors regularly advise.

We provide legal advisory and documentation support in relation to corporate structuring and reorganisation. Where a matter involves reserved legal activities, we work alongside appropriately regulated professionals

Corporate Restructuring Lawyers Manchester

What This Means for You