Asset Protection Using Group Structures

Every business that trades carries risk. A supplier dispute, a professional negligence claim, a bad debt or a downturn can all put a company under financial pressure, and if that company also owns valuable assets, those assets are exposed too. Asset protection is about making sure that when something goes wrong in the trading side of the business, the things you have worked hard to build are not dragged down with it.

A group structure can be a legitimate way to separate risk from value; it is not a guarantee that assets can never be reached. It is often worth considering where a client has commercial premises, surplus cash or valuable IP in a trading company. By holding valuable assets in one company and trading from another, you create a legal boundary between them. This guide explains the commercial PropCo/TradeCo/HoldCo model and its important limits. For the tax routes for an existing SPV or property, see our guide to moving an SPV or property into a group.

The whole concept rests on one principle of UK company law: each limited company is a separate legal person. It can own assets, sign contracts, sue and be sued in its own name. Crucially, its debts are generally its own. If a company runs into trouble, its creditors can usually only pursue that company's assets, not the assets of a sister company or its parent.

This means that if you keep your risky trading activity in one company and your valuable assets in another, a problem in the trading company does not automatically reach across to the assets. The companies are connected by ownership, but legally distinct when it comes to liability.