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Are there any tax consequences if I close one company and transfer the loan into another company?

Question:

I have two companies, and I hold 100% of the shares in each. I wish to close company A and continue trading in company B. The only asset in company A is a £35,000 loan given to an unconnected party. I would like this loan to be transferred to company B and then close company A. Any suggestions on the best way of dealing with this without incurring any tax liabilities?  

Arthur replies: 

Either: (1) form a holding company C, over both companies A and B by means of a share-for-share exchange to create a group situation, then transfer the loan from A to B, then close A; or (2) make A a subsidiary of B, again by means of a share-for-share exchange, to create a group situation, then transfer the loan from A to B, then close A.  

I have two companies, and I hold 100% of the shares in each. I wish to close company A and continue trading in company B. The only asset in company A is a £35,000 loan given to an unconnected party. I would like this loan to be transferred

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This question was first printed in Business Tax Insider in February 2025.