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Company Reorganisations, Restructuring and Inter-Group Transfers

Strategic Legal Guidance for Your Business

Helping companies restructure for growth and efficiency

Companies evolve, grow and face changing markets, and sometimes this requires reorganisation or restructuring. Whether the goal is to improve efficiency, protect assets, adapt to changing commercial conditions, prepare for investment, or facilitate a merger or acquisition, careful legal planning is essential. The right structure can help a business operate more effectively while managing risk and protecting its long-term interests.

At Ellis-Fermor & Negus, our experienced corporate team advises companies on all aspects of corporate reorganisations and restructuring, refinancing, share buybacks and operational reorganisation. We help directors and shareholders understand the legal and commercial implications of proposed changes and develop structures that support the wider objectives of the business.

Restructuring can involve changes to company ownership, shareholdings, financing arrangements or the way different parts of a business are organised. We can advise on the necessary documentation, corporate approvals and legal processes, working alongside accountants, tax advisers and other professional advisers where appropriate.

Whether you are reorganising an established business, preparing for investment, restructuring to improve efficiency or responding to changing market conditions, we combine technical legal knowledge with commercial insight to help ensure the restructure is properly implemented and aligned with your business objectives.

 

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‘Excellent response times from Charlotte all supported by a very competent team at EFN. Having used EFN for many years, I couldn’t recommend their services highly enough, excellent!’

Charlotte Stojak

Solicitor and Head of Corporate

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Why choose Ellis-Fermor & Negus?

Extensive experience in corporate restructuring and reorganisation.

Guidance for companies of all sizes, sectors, and ownership structures.

Practical solutions to reduce risk, enhance efficiency, and achieve strategic objectives.

Hands-on support from planning through implementation and post-reorganisation.

Trusted by companies across the East Midlands for decades.

Speak to our team today to explore your options with no obligation

Meet the team

Smiling female solicitor wearing an orange blazer, representing Ellis-Fermor & Negus, a solicitors' firm in the East Midlands.

Charlotte Stojak

Charlotte joined the firm in 2024 and was appointed Head of Department for Corporate in April 2025. Charlotte qualified as a Solicitor in 2015, after studying Law (LLB) at Derby University and the Legal Practice Course at Staffordshire University. Charlotte has worked at a number of large law firms, gaining invaluable experience and exposure. Charlotte’s…

0115 972 5222

charlotte.stojak@ellis-fermor.co.uk

Charlotte Stojak is based at our Long Eaton Office.

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Jennifer Geary

Jennifer grew up in Long Eaton and first worked for Ellis-Fermor & Negus during her University summer holidays in 2003. She graduated from Derby University in 2004 with a Law Degree and returned the same summer to Ellis-Fermor & Negus as an Assistant to David Negus in the Commercial and Litigation Department to complete her…

01159 835 221

jennifer.geary@ellis-fermor.co.uk

Jennifer Geary is based at our Long Eaton Office.

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Frequently Asked Questions

Company reorganisations involve changing the structure, operations, or governance of a company to improve efficiency, address financial pressures, or achieve strategic goals. Restructuring can include:

  • Inter-group transfers of assets, shares or business options within a corporate group.
  • Changes to company ownership.
  • Changes to shareholdings or share capital including reclassification or creation of different classes of shares, share for share exchanges, company buyback of shares or reductions of share capital.
  • Update of the company’s articles of association or other governance documents.
  • Implementing cost-saving operational changes.
  • Debt restructuring or refinancing.
  • Preparing a company for sale, succession, or investment.

A well-planned restructure ensures minimal disruption while maximising operational and financial performance.

Restructuring can involve complex legal, financial, and operational considerations. Without proper guidance from lawyers, financial and tax advisors, companies risk:

  • Breaching company law or contractual obligations.
  • Breaching director duties.
  • Creating unintended tax liabilities.
  • Employee disputes or TUPE breaches during transfers.
  • Conflicts with creditors, lenders, or shareholders.
  • Operational disruption or regulatory scrutiny.

Our team working collaboratively with your financial and tax advisors provide practical, legally compliant solutions, safeguarding your company and supporting strategic objectives.

1. Corporate Restructuring

  • Amending company ownership or shareholding via issue and allotment of shares, subdivision and consolidation of shares, share transfers, reclassification of shares, company buyback of shares or reductions of capital.
  • Reviewing and amending the company’s articles of association.
  • Mergers or demergers within corporate groups.
  • Creating subsidiaries or holding companies via share for share exchanges.
  • Transfer of shares, assets, property, intellectual property or business options.
  • Restructuring of debt, loans and inter-company balances.

2. Operational Reorganisation

  • Restructuring departments or business divisions.
  • Outsourcing or insourcing key functions.
  • Employee transfers and TUPE compliance.
  • Contract renegotiations with suppliers or customers.

3. Financial Restructuring

  • Refinancing loans or restructuring debt obligations.
  • Negotiating with lenders and investors.
  • Planning for future investment.
  • Succession or exit planning.

4. Strategic Reorganisation

  • Group simplification.
  • Preparing a company for investment, sale, merger, or acquisition.
  • Segregating risk from operating companies.
  • Succession and estate planning.
  • Integration of newly acquired businesses.
  • Rationalisation of assets, brands, or operations.

Step 1: Assessment & Planning

  • Review the company structure, operations, and financial position.
  • Understand the commercial objectives and identify objectives, risks, and opportunities.
  • Determine the optimal type of restructure for your goals.
  • Working with your tax and financial advisors to assess tax implications and the best structure for efficiency as well as eligibility for tax reliefs and exemptions.

Step 2: Legal and Regulatory Compliance

  • Ensure compliance with company law, employment law, contractual obligations as well as the corporate governance of each company involved.
  • Management of potential conflicts of interest.
  • Support you to consider regulatory approvals, licenses, and sector-specific requirements.

Step 3: Implementation

  • Draft and execute necessary agreements, documents, resolutions, and filings.
  • Advise on employee transfers, redundancies, or contractual changes.
  • Advise on assignment or novation of customer and supplier contracts.
  • Advise on any third-party consents to be obtained.

Step 4: Completion and Filings

  • Execute agreements and effect the transfer.
  • Update statutory registers and Companies House filings.

Step 5: Post-Reorganisation Support

  • Review and update the company’s articles of association, shareholder agreements, and compliance policies.

1. Employment Law Compliance – Ensuring TUPE, redundancy, and consultation obligations are met.

2. Valuation Disputes – Transfers at undervalue can trigger claims or regulatory scrutiny.

3. Tax & Financial Risks – Working alongside your tax and financial advisors, structuring the reorganisation efficiently to avoid unnecessary liabilities.

4. Shareholder and Board Approval – Securing consent and managing conflicts of interest.

5. Contractual Obligations – Identifying and managing supplier, customer, and lender agreements. Some contracts may also require third-party consent for transfer.

6. Operational Disruption – Minimising business interruption during the restructure.

7. Incomplete Documentation – Poorly documented transfers create future legal and financial risks.

Our team anticipate and proactively manage these challenges, providing practical, legally robust solutions tailored to each business.

Reorganisation usually refers to structural or operational changes, while restructuring can include financial, ownership, and operational adjustments.

Yes. Lawyers ensure compliance with company law, employment law, contracts, and regulatory requirements, reducing risk.

Timescales vary depending on complexity, number of interested parties, and regulatory requirements, typically from several weeks to several months.

Yes. Changes may involve TUPE transfers, redundancies, or contractual adjustments, all of which require legal compliance.

Yes. Proper structuring with your financial, tax and legal advisors working collaboratively can seek to minimise corporate and personal tax liabilities and maximise financial efficiency.

Shareholder disputes can be prevented through agreements, board resolutions, or legal intervention if necessary.

Yes. Each company is a separate legal entity, and board resolutions and documentation are required.

Yes. We provide ongoing guidance on compliance, shareholder agreements, and operational integration.

Company reorganisation and restructuring can transform operations, protect assets, and enable growth. Our team provide practical, commercially focused legal guidance, helping you navigate complex corporate, operational, and financial challenges with confidence.

Phone: 0115 972 5222 • Contact form: ellis-fermor.co.uk/contact-us

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