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Delivering a complex demerger and business sale

Delivering a complex demerger and business sale

21st May 2025

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How it started

Moorcrofts was instructed by the shareholders of one of the largest commercial vehicle repair specialists in London and the surrounding counties. The company, known for its expertise in crash repairs, resprays, refurbishment, and insurance work, had received an offer from a leading UK automotive repair group to acquire the business. However, the shareholders wished to retain ownership of the company’s valuable commercial properties, necessitating a complex pre-sale restructuring.

What we did

Moorcrofts advised the shareholders on the successful sale of the business, which included the entire issued share capital, to one of the UK’s largest automotive repair groups. In parallel, our team led a complex capital reduction demerger to separate the trading business from the property assets. This seven-step process included:

  • Reorganising the company’s share capital and establishing three new holding companies

  • Executing a multi-stage share exchange and property transfer process

  • Liaising closely with tax advisers, the acquiring party, and the company’s bank to meet all compliance and consent requirements

  • Completing all Companies House filings, corporate paperwork, and HM Land Registry registrations

  • Coordinating a same-day service for the capital reduction and accelerated share transfer processes

We also drafted the full suite of legal documents, including the share purchase agreement, ancillary documents, and a deed of contribution between the sellers.

How it helped our client

By delivering a tailored and technically robust solution, Moorcrofts enabled the shareholders to successfully separate and retain their commercial property interests while completing the sale of the trading business within tight deadlines. Our dual-track approach ensured minimal disruption, complete legal and tax compliance, and maximum commercial benefit for the client. The structure we advised on protected the long-term interests of the sellers while facilitating a clean, efficient sale to a strategic buyer.

Contact us

If you’re planning a business sale or restructuring and need expert legal guidance, our team can help you get it right, please contact a member of our team.


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Moorcrofts LLP is a limited liability partnership registered in England and Wales under number OC311818. Partners: Theresa Hunter, Barry Maytum, Joe Hughes, Julia Ferguson, Kate Prentis, Lindsey Abbott, Tim Astley and William Pearce. Authorised and regulated by the Solicitors Regulation Authority (number 419658) VAT no. GB 727298404

The term "Partner" is used to refer to a member of Moorcrofts LLP or a person of equivalent status, qualifications or senior management experience.

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