Group restructuring lawyers A simpler group. With no unnecessary tax cost.

Mergers, hive-downs, demergers, universal transfers of assets: restructuring groups is one of our flagship areas. We design the transaction legally and fiscally, secure the preferential regimes and see it through to the final filings.

Book a meeting Our transactions
Our transactions

Combine, separate, simplify. Under the right tax regime.

01

Mergers

For whom

Groups that want to reduce the number of companies, pool resources or simplify governance.

  • Simplified, sister or reverse merger
  • Merger agreement and reports
  • Preferential tax regime
  • Filings and publication
02

Hive-downs

For whom

Businesses that carve out a business line into a subsidiary, to grow it, open it to a partner or sell it.

  • Transferring a complete business line to a subsidiary
  • Valuation and consideration for the contribution
  • Securing the tax regime
03

Demergers

For whom

Shareholders who want to separate activities and each pursue their own project.

  • Splitting activities and liabilities
  • Demerger agreement and filings
  • Preferential tax regime
04

Dissolutions & TUP

For whom

Groups absorbing a wholly owned subsidiary, or closing a structure that is no longer needed.

  • Universal transfer of assets (TUP)
  • Timetable and creditor objections
  • Dissolution and voluntary liquidation
05

Holding companies & capital structure

For whom

Owners setting up a holding company or reorganising how their group is held.

  • Holding company set-up and contribution of shares
  • Contribution and sale with tax deferral
  • Tax consolidation
  • Intra-group agreements: management fees, cash pooling
Our method

One restructuring, five stages. A timetable that holds.

  1. 01
    Diagnosis

    Mapping the group, its flows and your objectives.

  2. 02
    Scenarios

    Every option costed, legally and fiscally.

  3. 03
    Securing

    Preferential regimes, tax ruling if needed, timetable.

  4. 04
    Documentation

    Agreements, reports, resolutions and minutes.

  5. 05
    Completion

    Filings, publication and post-transaction follow-up.

The 360° reflex

A restructuring is decided on tax first.

Preferential regimes, treatment of tax losses, registration duties, tax consolidation: we cost every scenario before drafting the first document. You decide knowing the real cost of the transaction.

Frequently asked questions

Before you restructure.

Corporate law → Tax → Deals & transactions →
Can a merger be tax-free?

Most of the time, yes. Mergers, demergers and hive-downs can benefit from a preferential tax regime that neutralises immediate taxation of capital gains, provided its conditions and undertakings are met. We check them from the design stage.

Merger or universal transfer of assets: which to choose?

When a company owns 100% of a subsidiary, a universal transfer of assets allows it to be absorbed without a merger agreement. A merger is sometimes still preferable: the right choice depends on the timetable, the creditors’ position and the tax consequences.

How long should we allow?

Depending on the transaction, from a few weeks to a few months. Statutory deadlines, such as filing the draft or creditor objections, set a timetable that we build from the outset.

First meeting free

A group to simplify? Let’s talk.

Tell us about your project in a few lines. We will get back to you to set up a first meeting, free and with no obligation.

Book a meeting contact@nasri-avocats.fr