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Back to basics: Sale of assets or sale of shares

A checklist of the tax issues arising on different scenarios, by Simon Groom

When considering ‘buying’ another company there is a choice over how the acquisition is structured. The purchasing company (Co C in the scenarios below) can either buy the shares of the target company (Co B) or buy the trade and assets out of the target company.

Below is an outline of the tax implications of structuring such a transaction as firstly a sale of shares then as a comparison a sale of the trade and assets. The tax implications of both will vary depending on whether the companies involved are connected or not.

Simon Groom Head of National Tax Training at Tolley part of LexisNexis member...

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