We have five companies, two shareholders' agreements that contradict each other, and an investor asking questions.
Structure is what you notice only when it fails: at a raise, an exit, or a family disagreement. We map what exists, decide what it should be, and execute the change without stopping the business. Most groups are not designed. They accrete. An entity is incorporated for a contract that needed a separate counterparty, another for a country somebody was trading into, a third because an investor asked for one. Each decision was sensible on the day. Nobody has looked at the whole thing since, and the shape you are left with is the sum of a dozen unrelated answers rather than a plan. That matters at three specific moments. A funder asks who owns what and how profit reaches the shareholders. A buyer asks what exactly is being sold and whether it can be separated from what is not. A family asks how somebody leaves without the business stopping. Each of those questions is answered by the structure, and by then it is too late to change it cheaply.
Dinmore Bell maps, decides and executes corporate structure for founder-led groups: entities, share classes, intra-group agreements and cross-border holdings. It coordinates the regulated tax advisers who confirm the treatment of any reorganisation before it is executed, and runs the filings and documents in the right order.
How we own it
The map
Every entity, holding, share class, option, loan and intra-group agreement in one diagram. Most founders have never seen theirs on one page. The map is deliberately the first step, because the usual discovery is not a problem anybody suspected. It is a dormant company nobody has struck off that is still a party to a live contract. It is two shareholders' agreements that say different things about the same consent. It is an intra-group loan that was never documented, or documented once and repaid in a way the paperwork does not reflect. It is an option granted verbally to an early employee who still believes they hold it. We build it from the filed record and from your own documents together, because the two frequently disagree. Companies House tells us what was registered. The share register, board minutes, subscription documents and any option paperwork tell us what was actually agreed. Where they diverge, the divergence is itself the finding, and it is normally the thing that would have stopped a transaction. What you get is a single diagram showing every entity and who owns it, a schedule of share classes and what rights attach to each, the intra-group agreements and loans that connect them, and a list of the inconsistencies with an assessment of which ones actually matter. Some will not be worth fixing. You should still know they are there.
The decision
Holding company, group relief, IP ownership, where profit sits, where risk sits, and what the UK and UAE split should actually look like. This is a commercial decision informed by tax rather than a tax decision with commercial consequences, and the distinction matters. The questions that decide it are about how the business is going to be run and sold, not about a marginal rate. Where should the intellectual property sit? Usually not in the entity carrying the trading risk, and usually in the entity that will still exist after a sale. Where should profit accumulate, and what has to be true for it to get there without being trapped? What happens if one trading activity fails: does it take the assets with it, or is it separable? If an investor comes into one part of the business, are they coming into the part you intended? For a group operating across the UK and the UAE there is a further layer: which entity contracts with customers, which employs people, which owns the brand, and whether the answers are consistent with where the work is actually done and where the people actually are. Groups routinely have a UAE entity that owns nothing and signs everything, or a UK entity employing people who have not been in the UK for two years. We set out the options with the consequences of each, we instruct and coordinate regulated tax advisers to confirm the treatment before anything is executed, and we bring you a recommendation rather than a menu.
The execution
Incorporations, share transfers, articles, shareholders' agreements, board minutes and filings, done in sequence, dated and recorded. Sequence is the part that goes wrong. A reorganisation is a series of steps that only works if they happen in a particular order, with the right resolutions passed before rather than after, and with the filings made inside their deadlines. A share transfer executed before the article amendment that permits it does not simply need redoing; it can create a stamp duty position or a tax point that was entirely avoidable. So we run it as a plan with an order and dates against it. Every document is prepared, circulated for signature and stored. Every board and shareholder resolution is passed at the right point and minuted properly, rather than reconstructed from memory eighteen months later when somebody asks for it. Every filing is made on time, and the statutory registers are written up as we go instead of at the next audit. The business keeps trading throughout. That is a practical requirement rather than a promise: customers do not need to be told, contracts do not need to be renegotiated unless the structure genuinely requires it, and where a contract has to move we deal with consent and change-of-control provisions before the step rather than after. What you are left with is a group that matches the diagram, a corporate record that supports it, and a bundle that answers a buyer's or an investor's first fifty questions without anybody having to go looking.
Where specialists come in
Tax treatment of any reorganisation is confirmed by regulated tax advisers before we execute. We coordinate them, and we do not give tax advice.
Related results
All results →Sectors we run this for
Related insights
All insights →Free zone or mainland: the question founders ask last
The decision is usually made by whoever incorporated first, then lived with for years.
What a fully loaded General Counsel actually costs
The comparison is not our fee against an hourly rate. It is our fee against the hire you would otherwise make.
- When does a business actually need a holding company?
- Usually at the point there is a second trading activity, an outside investor, or an asset worth separating from trading risk. Before that it adds filings and cost without doing much. The trigger is rarely size on its own.
- How long does a group reorganisation take?
- A straightforward holding company insertion or share reorganisation is typically a few weeks from mapping to filed. Anything involving a cross-border entity, an investor consent or a lender consent runs to a few months, and the consents are almost always the long pole rather than the documents.
- Does Dinmore Bell give the tax advice on a reorganisation?
- No. Tax treatment is confirmed by regulated tax advisers. Dinmore Bell identifies where the questions are, instructs and coordinates those advisers, holds the budget, and makes sure their answers are reflected in the documents and the order of the steps.
- Where should our intellectual property sit in the group?
- Generally in an entity that does not carry trading risk and that will survive a sale of the trading business, with a licence to the trading entities on documented terms. The right answer depends on where the IP was created, who owns it now, and the tax position, which is confirmed before anything moves.
- We have a UK company and a UAE entity. Which one should sign contracts?
- The one that is actually performing the work and that the counterparty can realistically enforce against, with the governing law and dispute clause chosen to match. The common failure is a UAE entity with no substance signing contracts performed in the UK, or the reverse, which creates a problem at enforcement and at tax.
- Our two shareholders’ agreements contradict each other. What happens?
- In practice the later agreement usually governs, but that depends on what each says about variation and on whether the same parties signed both. The real risk is a consent that exists in one and not the other, because that decides whether a decision already taken was validly taken. It is worth resolving before it is tested.
- Can you work with our existing accountants?
- Yes, and it is the normal arrangement. Tax computation, audit and filing positions stay with them. Dinmore Bell handles the legal structure, the documents and the sequence.
- What does this cost?
- Structuring is scoped on a fixed basis once the map exists, because the map determines the work. For retained clients it forms part of the monthly retainer, agreed before anything starts rather than billed by the hour.