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Property Tax Advisoryby ASWATAX
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Portfolio restructuring · 100 properties

Restructuring a 100-property family portfolio

How we are restructuring a family's 100 properties, held in personal names and several companies, to improve inheritance tax, succession and day-to-day management.

At a glance

  • Client: a family with a 100-property portfolio spread across personal names and several limited companies
  • How it was held: 25 properties personally by the parents, 15 personally by the father in joint ventures with business partners, and 60 across four or five limited companies with various family members
  • The problem: no cohesive structure, which created difficulty for inheritance tax, succession and administration
  • Approach: consolidation and incorporation into a group, inheritance tax planning (discretionary trusts, Family Investment Companies, freezer shares) and succession planning
  • Status: a long-term restructure that is still in progress, so no final figures are given

The client

A family with a portfolio of 100 properties spread across various personal names and multiple limited companies. It was a classic case of success outgrowing the structure.

The challenge

The family had built a significant legacy, but the lack of a cohesive structure created difficulties for inheritance tax, succession planning and administrative management.

  • 25 properties were held personally by the parents.
  • 15 properties were held personally by the father in joint ventures with business partners.
  • 60 properties were held across four or five different limited companies with various family members.

The properties were scattered across different legal entities, making them hard to manage effectively or tax-efficiently. With a portfolio of this size, the inheritance tax bill can be devastating if left unmanaged.

What we are doing

We do not start with tax products. We start with objectives. You must define what you want to achieve for your family and your business before you change a single deed.

  • Consolidation and incorporation. Incorporating the personally held properties into a limited company structure. The aim is a group structure in which assets can be transferred between entities free from capital gains tax and stamp duty land tax.
  • Inheritance tax mitigation. Exploring a combination of discretionary trusts to ring-fence assets, Family Investment Companies to centralise control and allow efficient wealth transfer, and freezer shares so that future growth on specific properties sits outside the parents' estate.
  • Succession planning. Mapping out who the properties are intended for, including the children and grandchildren involved in the current company structures. The goal is to move the economic value to the next generation while maintaining control and minimising tax leakage at the point of transfer.

The outcome so far

This is a long-term restructure, not a one-off transaction, and the work is still in progress, so we are not quoting final tax figures. What is already clear is the shape of the result: one coherent structure in place of properties scattered across personal names, joint ventures and several companies, with inheritance tax and succession planned together.

What it shows

Success can outgrow a structure. Trading businesses and property assets need to be aligned so that the structure serves the family's objectives rather than creating unnecessary tax burdens. If you have outgrown your current structure, do not wait for a crisis to address it. Our specialist Family Investment Company practice explains how a Family Investment Company compares with a trust (opens in a new tab).

Figures describe one family's circumstances. Every case depends on its own facts and on the law at the time, and nothing here is a guarantee of a tax outcome.

EXAMPLE: A £3M PORTFOLIO IN ONE PERSON'S ESTATE£325kTaxable: about £2.68m × 40% ≈ £1.07m of inheritance taxThe nil-rate band is £325,000. The residence nil-rate band only applies to a home left to direct descendants, and tapers awayfor estates over £2m, so a large portfolio usually gets little or no benefit from it. Rental property is not usually business property.Gifts made more than seven years before death fall outside the estate. The earlier planning starts, the more it can save.
Inheritance tax on a property portfolio. Let property usually doesn't qualify for Business Relief, so a portfolio is normally exposed to inheritance tax at 40% above the available nil-rate bands. Planning in good time, through gifts, a Family Investment Company, trusts or insurance, can reduce the bill substantially. Illustration only. Covered by nil-rate bands Taxed at 40%

FAQs

Frequently asked questions

What was wrong with the family's structure?

The family had built a significant legacy, but growth had outpaced planning. Properties were scattered across different legal entities: 25 held personally by the parents, 15 held personally by the father in joint ventures with business partners, and 60 held across four or five limited companies with various family members. That made the portfolio hard to manage and hard to plan for inheritance tax and succession.

Where do we start with a restructure of this size?

We do not start with tax products. We start with objectives. You must define what you want to achieve for your family and your business before you change a single deed. For the parents, inheritance tax was a primary concern, and the aim was to move economic value to the next generation while keeping control and minimising tax leakage on transfer.

Can properties be moved between companies without capital gains tax or SDLT?

The aim of a group structure is that assets can be transferred between the entities in it free from capital gains tax and stamp duty land tax. Whether that is achievable depends on the facts and on the reliefs available, so each step is checked before it is taken.

What inheritance tax tools are being considered?

A combination of discretionary trusts, to ring-fence assets, Family Investment Companies, to centralise control and allow efficient wealth transfer, and freezer shares, so that future growth on specific properties sits outside the parents' estate for inheritance tax purposes.

Is a restructure like this a one-off transaction?

No. It is a long-term strategy. Trading businesses and property assets need to be aligned so that the structure serves the family's objectives rather than creating unnecessary tax burdens.

Why does succession planning matter most?

Because the work has to map out who the properties are intended for, including the children and grandchildren who are involved in the current company structures. The goal is to move the economic value to the next generation while maintaining control.

What should I do if my portfolio has outgrown its structure?

Do not wait for a crisis. Take a blank sheet of paper approach: set out what you want for the family, then look at how the properties are held. A first call is the quickest way to see where you stand.

Free guide

The Property Incorporation Guide

Whether a company suits your portfolio, Section 24 and the new property income rates, and the CGT and SDLT traps to avoid on incorporation.

The Property Incorporation Guide

Talk to us before you buy, sell or restructure.

The right structure can save landlords tens of thousands over the life of a portfolio. A free first call, fixed fees, and a reply the same working day.

Or write to propertytax@aswatax.co.uk

Chartered Tax Adviser
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