A share-for-share exchange is the normal route — but it needs to be done in the right order, with the right paperwork and HMRC clearance. We can handle the whole process for you.
You already run a successful trading company, and now you want a holding company sitting above it — perhaps to protect profits, ring-fence assets, or get ready for a future sale. The obvious-sounding move, "just sell my company to a new one", would trigger a Capital Gains Tax (CGT) bill on the whole value of your business. That is exactly what you want to avoid.
The good news is there's a well-trodden route that gets you the structure you want without a tax bill on the way in: a share-for-share exchange. It's the standard, tax-efficient way we insert a holding company above an existing trading company, and it's something we set up for owner-managed businesses regularly. This guide explains what the exchange is, why it works without triggering CGT, the stamp duty position, and the practical steps. For the bigger picture of why you'd build a group at all, start with our complete group structures guide.
A share-for-share exchange is simple to picture. You incorporate a brand-new company — the holding company (HoldCo) — and then you swap your shares in the existing trading company (TradeCo) for new shares in HoldCo. In exchange for handing your TradeCo shares to HoldCo, HoldCo issues shares in itself to you.