As a practice that specialises in corporate transactions, many of the deals that we work on are either tax driven or have important tax implications.

Many investors will only invest in a company if they can secure SEIS, EIS or VCT tax relief on their investments, additionally investee companies often need to secure a tax opinion or clearance from HMRC to give the investors the comfort that the deal should go ahead. Once the deal completes various tax returns must be made.

Many companies will incentivise their staff with EMI and other share option schemes. Some are more tax advantageous than others and in many cases a valuation should be agreed with HMRC as part of a tax mitigation strategy.

On most company sale transactions the tax deed or covenant is one of the most complicated documents that requires specialist tax lawyer support. Tax warranties in the share purchase agreement can also trip you up.

Almost every company restructuring requires a tax clearance to be made and accompanying corporate tax advice.

The UK tax system is complicated and highly technical. It is therefore essential to get the best corporate tax advice and co-ordinate it carefully with the corporate legal advice that you receive. Our experienced tax advisers work very closely with our corporate lawyers and any other external advisers to provide a seamless service.

Our Work

Our corporate tax advice complements our transactional work on corporate deals and includes:

  • Advance Assurance Applications: This refers to the process by which companies seeking investment under these schemes apply to HM Revenue & Customs (HMRC) for confirmation that their proposed activities qualify for the tax reliefs available under VCT, EIS, or SEIS. Essentially, it's a way for companies to gain assurance that their investment scheme application will likely be accepted by HMRC before they proceed with seeking investment.
  • Opinions: In the context of VCT/EIS/SEIS, opinions typically refer to legal or financial opinions provided by professionals (such as lawyers or accountants) regarding the eligibility of a company or its proposed activities for the tax reliefs available under these schemes. These opinions help provide clarity and confidence to investors and companies regarding the tax implications and eligibility criteria associated with participating in VCT, EIS, or SEIS investments.

  • Formal submissions made by companies seeking investment under the Enterprise Investment Scheme (EIS) or the Seed Enterprise Investment Scheme (SEIS)
  • Applications typically involve providing detailed information about the company, its activities, financials, and how the investment will be utilised. The applications must demonstrate that the company meets the eligibility criteria set by HM Revenue & Customs (HMRC) to qualify for the tax reliefs offered under these schemes.
  • Once an investment has been made under the EIS or SEIS, companies are required to provide returns to HMRC to maintain compliance with the scheme's rules. These returns often include financial information and details about how the investment has been utilized by the company. It's essential for companies to ensure that they meet all reporting requirements to continue benefiting from the tax advantages associated with EIS/SEIS investments. Failure to do so could result in the loss of tax relief for both the investor and the company.

EMI valuations are assessments of the value of a company's shares for the purpose of granting share options under the Enterprise Management Incentives scheme in the UK. These valuations are crucial because they determine the exercise price of the share options granted to employees, which can significantly impact their attractiveness as a form of employee incentive.

EMI applications involve the process by which a company seeks approval from HM Revenue & Customs (HMRC) to grant share options to its employees under the Enterprise Management Incentives scheme. These applications typically include details about the company's structure, operations, financials, and proposed share option scheme. HMRC assesses these applications to ensure that they comply with the requirements of the EMI scheme.

Compliance with these requirements helps companies avoid potential tax issues and ensures that their employee incentive schemes are effective.

EMI notifications typically include details such as the names of employees receiving the share options, the number of shares/options granted to each employee, the exercise price, and the date of grant. It's a crucial step in ensuring compliance with the EMI scheme requirements.

EMI returns provide details about the operation of the EMI scheme within the company, including any changes to the share options granted, exercises of options by employees, and any other relevant information required by HMRC. Ensuring accurate and timely submission of these returns is essential for maintaining compliance with the EMI scheme and avoiding potential penalties or issues with HMRC.

We can help buyers and sellers navigate the tax implications of any purchase or sale, including preparing and filing any necessary notifications or returns with tax authorities.

Our corporate restructure clearance and advisory services aim to help companies navigate complex corporate transactions, minimise risks, optimise tax efficiency, and achieve their strategic objectives effectively.

The sale of my business was completed successfully thanks to the 
unremitting dedication and hard work contributed by the team at MBM. 
Few can claim to meet their exacting standards.

Contact our Tax Team in Edinburgh & London Today

If tax is on your agenda as part of a corporate transaction, please get in touch.

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