Share for Share Exchanges
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
Why choose Ellis-Fermor & Negus?
Experienced corporate lawyers specialising in restructures and share reorganisations.
Expertise in regulatory compliance.
Clear, practical advice tailored to your commercial goals.
Support for owner-managed businesses and corporate groups.
Trusted advisers across the East Midlands.
Meet the team
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.
View profileFrequently Asked Questions
A share for share exchange typically involves:
- A new holding company acquiring shares in an existing company.
- Shareholders receiving shares in the new holding company.
- The original company becoming a subsidiary.
- Potential eligibility for tax relief (including capital gains deferral).
This structure is commonly used for:
- Group reorganisations.
- Succession planning.
- Preparing for investment.
- Facilitating future sale or exit strategies.
Our corporate lawyers ensure the exchange is structured efficiently and complies with all statutory requirements.
Often undertaken for tax planning or group restructuring, share for share exchanges are legally and technically complex. Key considerations include:
- Company law compliance – correct approvals, resolutions, and filings.
- Tax clearance – working with your tax and finance advisors to ensure eligibility for relief under relevant legislation.
- Valuation – working with your tax and finance advisors to confirm fair value of exchanged shares.
- Shareholder rights – where required protecting minority interests and updating any shareholder agreements in place.
- Documentation – drafting exchange agreements and documentation and updated constitutional documents.
Without professional guidance, a restructuring can potentially trigger unexpected tax liabilities or create shareholder disputes.
When implementing a share for share exchange, we advise on:
Corporate Structure
- Establishment of the new holding company.
- Amending articles of association (corporate governance documents).
- Updating shareholders’ agreements.
Shareholder Protection
- Where required protecting minority interests.
- Drafting shareholders’ agreement to ensure an agreed mechanism for fair valuation.
- Addressing voting and dividend rights.
Regulatory Compliance
- Companies House filings.
- Stamp duty implications.
- Director duties and approvals.
If you are considering a share for share exchange, expert legal guidance ensures the process is compliant, tax-efficient, and aligned with your business strategy.
Phone: 0115 972 5222 • Contact form: ellis-fermor.co.uk/contact-us
Speak to our corporate team about share restructuring today