Selling a UK company to a US buyer, how should the deal be structured?

What actually decides what a founder keeps?

There is a version of the M&A conversation that never gets past the first fork in the road. Shares or assets, capital or income, seller's preference against buyer's preference. It is a useful frame and it is where most advice stops.

The difficulty is that by the time anyone is running numbers, the fork has usually already been taken. Whether a buyer is acquiring a company or a business is a function of what it wants: a customer base, a team, a piece of intellectual property, a route into a market. That is decided commercially, often in the first two conversations, and tax rarely reverses it. What remains genuinely open, and what is worth an enormous amount of money, is everything downstream of that decision.

Three things move the number:

• Composition. How much of the price is cash on completion, how much is paper, how much is contingent on performance, and how much is tied to the founder staying. Each element has its own timing and its own rate.
• Sequence. What was done to the group before the buyer appeared. Reorganisations, option grants and clearances all need runway, and the room to execute them collapses the moment heads of terms are signed.
• Counterparty. Who is on the other side. A US acquirer has a different tax appetite from a UK trade buyer, wants different things from the structure, and imports a body of federal and state law that applies to the UK company from the day of completion.

Running through all three is a discipline that is easy to state and hard to keep: consider every tax that could arise, not only the capital gains tax the vendor is already thinking about. A single transaction can touch corporation tax, income tax and National Insurance on employment-related securities, capital allowances balancing adjustments, VAT, stamp duty, stamp duty land tax, and, once a US party joins, a parallel federal and state layer with its own logic. Treating an exit as a capital gains problem is how the expensive surprises get made.

The headline price is the number everyone negotiates. The net price is the number that reaches your bank account, and it is decided by things almost nobody negotiates: what form the money takes, when you are taxed on it, and what you did about your structure eighteen months ago.

Where does the shares-or-assets choice really bite?

It bites in three places, and working out which one is live in a given deal is more useful than rehearsing the general position.

It bites on how many times the same money is taxed. An individual selling shares in a trading company makes one capital disposal, taxed at 24% for higher and additional rate taxpayers, with Business Asset Disposal Relief reducing the rate on the first £1m of lifetime qualifying gains. That BADR rate is 18% for disposals on or after 6 April 2026, having moved from 10% to 14% in April 2025 [1]. The maximum lifetime saving is now £60,000. It remains worth claiming. It is no longer worth bending a transaction around.

Sell the assets out of the company instead and the company pays corporation tax on the gains, and the shareholder pays again to get the proceeds out. Two charges on one transaction, and no drafting fixes it afterwards. Where the seller is itself a company, the substantial shareholding exemption in TCGA 1992 Sch 7AC may exempt a share disposal entirely, which for a founder who built a holding company structure years ago is frequently the largest single line in the model.

It bites on where the value is sitting. The neat binary assumes the target is a single company holding everything the buyer wants. Real owner-managed businesses are messier. The trading premises are often owned by the founder personally, which raises immediately whether the property is in the deal at all and whether an associated disposal can attract relief. A group may hold the trade in one subsidiary, the customer contracts in another, and the intellectual property in a third, of which the buyer wants two. Share and asset acquisitions are not alternatives in these cases, they are ingredients, and modelling them as an either-or produces a structure nobody actually wants.

It bites on the transaction taxes and reliefs that sit around it. Individually small, collectively significant:

• Ordinary UK share purchases attract stamp duty or SDRT at 0.5%, subject to the detailed mechanics and exemptions. Land attracts SDLT at commercial rates, which on a substantial property can be several multiples of the equivalent share deal.
• An asset sale may qualify as a transfer of a going concern and fall outside the scope of VAT (VATA 1994 s 49 and SI 1995/1268 art 5), but the conditions are technical and failure is a cash flow problem at best.
• Fixtures require an election under CAA 2001 s 198, agreed between the parties. Failing to fix one at completion is a value leak that is entirely avoidable and still routinely missed.
• UK relief for acquired goodwill is restricted, given at a fixed 6.5% rate and generally only where the goodwill comes with qualifying intellectual property (CTA 2009 Part 8, as amended by Finance Act 2019). Hold that thought. The US position on acquired intangibles is materially different, and it shapes what a US buyer is trying to achieve.

Sellers usually want to sell shares because it is one layer of tax. Buyers usually want to buy assets because they leave the history behind and often get tax relief on what they buy. The gap between those two positions does not get resolved. It gets priced.

Why does the shape of the consideration matter more than the headline?

Valuation ends in judgement rather than arithmetic, and once the parties have agreed a number, the argument that actually determines the founder's outcome begins. Consideration comes as cash, loan notes, deferred or instalment payments, shares in the acquirer, and earn-outs linked to future performance. Most transactions combine several. Sellers want cash. Buyers want to manage their own cash flow, hedge what they cannot diligence, and keep the people who built the business pointed in the right direction after completion.

Cash. Taxable in the year of disposal, and the disposal date for capital gains purposes is the date of an unconditional contract rather than completion (TCGA 1992 s 28). Timing around a tax year end therefore deserves attention, though the move to the 18% BADR rate was accompanied by anti-forestalling provisions preventing a contract being signed early purely to secure the older rate [1].

Deferred but ascertainable consideration. Where the amount is fixed at the outset but arrives in instalments, the whole gain is generally taxable immediately, on cash the seller does not yet hold. Where the consideration is payable by instalments over a period exceeding 18 months from the disposal, TCGA 1992 s 280 allows the tax to be paid by instalments over a period of up to eight years. Two things are easy to miss. It is not automatic, and it carries a statutory condition that the taxpayer satisfies HMRC that undue hardship would otherwise result. That condition is the usual reason a s 280 application fails, and it is worth testing before it is relied on in a model.

The earn-out. Where the future amount cannot be quantified at completion, the seller is treated as receiving two things: the initial consideration, and a separate asset consisting of the right to be paid more later. That right has to be valued at completion and taxed then. When the earn-out eventually pays, the right is treated as disposed of, and the value already taxed becomes its base cost. The principle comes from Marren v Ingles [1980] 54 TC 76 and it produces two familiar problems: a dry charge on a valuation of something that may never pay, and, if the earn-out underperforms, a capital loss stranded in a later year. An election under TCGA 1992 ss 279A to 279D allows that loss to be carried back against the original disposal.

That is the default. It is not always the answer, because TCGA 1992 s 138A can displace it. Where an earn-out right satisfies the s 138A conditions, broadly including that the unascertainable consideration is to be satisfied in shares or debentures of the acquiring company, the right is generally treated automatically as a security for rights conferred after 9 April 2003, which can bring the share reorganisation rules into play and defer the gain. The election under s 138A is an election out of that treatment, made within the statutory time limit, not an election into it.

The gating condition does more work than the election. A right that can be settled in cash at the option of either party will commonly fall outside s 138A altogether, which means an earn-out clause drafted for commercial flexibility can quietly remove a deferral the seller was counting on. This is a drafting question as much as a tax one, and it needs to be raised while the sale agreement is still in draft.

Shares in the acquirer. Consideration in shares or loan notes generally rolls the gain into the new asset under the share-for-share exchange rules in TCGA 1992 s 135, provided the statutory conditions are met and the anti-avoidance rule in s 137 does not prevent the treatment applying. Advance clearance under s 138 is the standard procedure for establishing HMRC's view on s 137 and should ordinarily be sought. It provides certainty; it is not itself a condition of the relief.

Rollover is not automatically the prize. If BADR is available now and will not be available on the eventual disposal of the replacement shares, taking an 18% charge today can beat deferring into a 24% charge later. TCGA 1992 s 169Q allows the seller to elect out of s 135 and crystallise the gain deliberately. It creates a dry charge and it is very often still the better answer. One qualification for anything spanning the recent rate changes: the anti-forestalling rules introduced after the October 2024 Budget can alter the rate and the deemed timing of a gain crystallised by a later s 169Q election, so exchanges straddling the April 2025 and April 2026 rate steps need their own analysis rather than a general rule.

Loan notes. Everything turns on whether the note is a qualifying corporate bond. For a QCB (TCGA 1992 s 117) the gain is computed at exchange and held over until disposal or redemption of the bond (s 116(10)). For a non-QCB it rolls into the note itself. QCBs need separate modelling, because a gain frozen at exchange comes into charge later, when the seller's BADR position may look quite different. Where BADR is available at the time of the exchange, an election under TCGA 1992 s 169R can disapply the s 116(10) hold-over so the qualifying gain crystallises then and the relief can be claimed. Deferral and the preferential rate do not travel together automatically; they are alternatives to be compared.

The recharacterisation risk underneath all of it. Where sellers are also employees or directors, consideration linked to continued employment can be taxed as employment income under ITEPA 2003 Part 7 rather than as capital. HMRC's Statement of Practice 3/12 sets out how sale consideration is distinguished from reward for services. The difference between 18% and a marginal income tax and National Insurance charge is the single largest swing available in most founder exits, and it is decided by drafting, valuations and elections that belong in the completion bundle rather than a post-completion tidy-up.

Being paid later does not mean being taxed later. In several ordinary structures you are taxed at completion on money you have not received and may never receive. The reliefs that soften this exist, but nearly all of them require a claim or an election, and none of them happen by themselves.

Which elections and claims have to be made, and by when?

This is the part of a transaction most likely to be lost between advisers, because each item belongs to a different workstream and none of them are the lawyers' responsibility. It is worth holding as a single list, and each should be confirmed against the current statutory wording rather than taken from a checklist.

• ITEPA 2003 s 431 election. Fourteen days from acquisition of the employment-related securities. The shortest and least forgiving deadline in the transaction.
• EMI exercise after a disqualifying event. Ninety days from the event. On a takeover this bites at completion.
• TCGA 1992 s 138 clearance. Before completion, in practice well before. HMRC will normally respond within 30 days of a complete application, and completeness is doing considerable work in that sentence.
• ITA 2007 s 701 clearance, for transactions in securities, and CTA 2010 s 1044 clearance for a purchase of own shares. Same timetable, same point about completeness.
• TCGA 1992 s 169Q election to disapply share-for-share treatment. Made by the first anniversary of the 31 January following the tax year of the exchange, though the decision needs modelling far earlier because it interacts with the rest of the package and with the anti-forestalling rules.
• TCGA 1992 s 169R election on an exchange for qualifying corporate bonds, to disapply the hold-over and secure BADR at the time of the exchange. Aligned with the associated BADR claim.
• TCGA 1992 s 138A election to opt out of automatic security treatment for an earn-out right. Within the statutory time limit tied to the exchange.
• TCGA 1992 s 280 application to pay by instalments, where consideration runs beyond 18 months and the undue hardship condition can be satisfied.
• TCGA 1992 ss 279A to 279D election to carry back a capital loss on an earn-out right. Four years from the end of the tax year in which the loss arises.
• CAA 2001 s 198 election on fixtures. Two years from the transaction, and best agreed at completion while both parties still have a reason to co-operate.

None of these are exotic. All of them are missed regularly, usually because the person who knew about them was engaged after the person who signed the documents.

What can only be fixed before a buyer arrives?

The greatest single advantage a tax adviser offers in a transaction is time, and it is the one thing that cannot be manufactured later. Once commercial terms are agreed, most of what remains is describing the consequences of decisions already made.

Given runway, the useful move is usually to reshape the group so that the thing being sold is the thing the buyer wants to buy. Three structures recur.

Purchase of own shares. Where a management team holding a minority wants to buy out a retiring founder but lacks the funds and does not want personal borrowing, the company can buy back the founder's shares from its own distributable reserves. Capital treatment for the departing shareholder depends on the conditions in CTA 2010 s 1033 and following, including that the company is an unquoted trading company, that the purchase benefits the trade, and the ownership period, substantial reduction and connection tests. Clearance under s 1044 should always be taken. The binding constraint is company law rather than tax: the Companies Act 2006 requires the price to be paid in full at completion, which caps the technique at what the company can fund on the day. Multiple completion contracts are the usual answer and they need careful drafting to hold the analysis together.

A new holding company and a scheme of reconstruction. The management team incorporates a new company which acquires the trading company, owing the consideration to the outgoing owner, and services that liability from the trading company's future profits paid up as dividends. It sidesteps the funding constraint and avoids the managers taking on significant personal liabilities. The capital gains treatment runs through TCGA 1992 s 136 and the reconstruction conditions in Sch 5AA, with clearances under s 138 and ITA 2007 s 701.

Capital reduction demerger. Where one company holds both a trade and the property it operates from, and the buyer wants only the trade while the founder wants to retain the property for rental income, an asset sale is the blunt answer and a demerger is usually the better one. A capital reduction demerger under Companies Act 2006 ss 641 to 644 can separate the two into different companies so that the shares in the trading company can be sold on their own.

Each of these costs professional fees and takes months. The benefit generally justifies the expense, but only where there is enough runway to execute before the buyer's timetable takes over. That is a scheduling problem more than a technical one, and it is the reason early engagement is worth more than clever engagement.

The best tax work in a sale happens before anyone has agreed a price. After heads of terms, an adviser is mostly explaining what the decisions already taken are going to cost.

Where does tax deserve to lose?

Not every efficient structure is a good structure, and both advisers and clients fall into the habit of letting the tax analysis drive a commercial decision it should not be driving.

A seller can rationally accept a worse tax outcome for a better deal. A lower headline price weighted to cash on completion frequently beats a higher one weighted to an earn-out, once the probability of the earn-out and the dry charge on its valuation are both priced. A faster completion can be worth more than a structure that saves tax and takes four months of clearances to build. A buyer prepared to carry a risk the seller would otherwise retain is worth paying for.

The consideration package is a negotiated balance of three things: tax efficiency, commercial objectives, and where risk sits. Warranties, indemnities, escrows and retentions are the machinery of that third element and they interact with the tax analysis directly. Money in escrow is generally still consideration for capital gains purposes even though the seller cannot reach it, which is one more route to a dry charge on cash that has not arrived.

The point is not to minimise tax. It is to make sure the client is trading knowingly rather than discovering the trade afterwards.

What changes when the buyer is US?

Everything above still applies. What follows sits on top of it, and it is the layer UK deal teams price last, if they price it at all.

A US buyer is usually solving for tax basis

US acquirers think in terms of purchase price allocation. Under IRC §1060, the price in an applicable asset acquisition is allocated across seven classes under the residual method, and what falls into the residual class is goodwill. Under IRC §197, acquired goodwill and most acquired intangibles are amortised over fifteen years on a straight line basis. Set against the restricted UK regime noted earlier, that is a structurally different appetite for basis than a UK trade buyer brings to the same conversation.

The qualification matters as much as the point. A US buyer does not obtain a simple US deduction merely because it has bought assets in the UK. Whether the amortisation is worth anything, and to whom, depends on which entity in the buyer's group acquires what, whether there is a foreign branch or a foreign target in the structure, the interaction with the controlled foreign corporation rules and foreign tax credits, and the local tax basis on the ground. The appetite is real and reasonably constant. The mechanism by which it is satisfied, and its cash value, is highly structure-specific.

Where the target is a US corporation, a §338(h)(10) or §336(e) election can treat a stock purchase as a deemed asset purchase. Where the target is a foreign corporation, a §338(g) election is available, and IRS materials contemplate it, but it is not a free step-up: it triggers a deemed asset sale inside the target, and the resulting tax cost has to be modelled against the future amortisation benefit rather than assumed away.

For a UK founder the practical implication is narrow and useful. When a US buyer presses on deal structure, on where value sits in the group, or on a pre-completion reorganisation, it is usually not posturing. There is generally a real basis question behind it, and it is a question that can be traded for price if the seller understands what it is worth to the buyer.

Rollover into US paper is not the same as rollover into UK paper

A UK seller taking shares in a US acquirer can generally still obtain s 135 rollover for UK purposes, since s 135 is not confined to UK acquirers, provided the statutory conditions are met and s 137 does not bite. What the seller is left holding is a US-situs asset, and three consequences follow that UK advisers rarely raise.

• US estate tax. Absent treaty relief, an individual who is neither a US citizen nor US-domiciled can face US estate tax on US-situs assets, and stock in a US corporation is US-situs property. The domestic-law filing threshold on Form 706-NA is only $60,000 of US-situs assets, against rates reaching 40%. The 1978 UK/US Estate and Gift Tax Convention can provide substantial protection, and the current Form 706-NA instructions address it directly, but the outcome depends on domicile, the worldwide estate and treaty eligibility. A founder who rolls £8m into US stock and dies holding it has an exposure that did not exist in the UK company, and it is one that has to be planned for rather than assumed away.
• Do not assume an LLC rollover receives the same UK treatment as corporate stock. US private equity structures frequently roll sellers into units of a holding limited liability company. Whether s 135 is available depends on whether the entity and the particular membership interests satisfy the UK statutory concepts in play, and HMRC accepts that membership interests can be issued in exchange for membership interests in a company without share capital. US LLC classification is unusually fact-sensitive: HMRC's published position treats most US LLCs as opaque notwithstanding Anson v HMRC [2015] UKSC 44, and the classification analysis turns on the governing documents and the legal characteristics of the entity. The area is also moving. HMRC published a consultation on 10 June 2026 proposing that UK-resident individual members of US LLCs and other reverse hybrids be taxed as if the entity were transparent, leaving corporate members alone; it closed on 31 July 2026 [4][5]. The right instruction to a deal team is not "LLC units are taxable" but "get the entity form and the constitutional documents reviewed before rollover treatment is agreed". A limited partnership interest is a different proposition again and should not be lumped in with an LLC.
• Withholding and treaty position. Dividends and interest from a US payer face 30% federal withholding by default. Treaty rates require the recipient to be entitled to treaty benefits and to provide the appropriate Form W-8. Entity recipients must also work through the limitation on benefits provisions in Article 23, which is principally an entity-level analysis rather than something an individual founder claiming treaty residence has to navigate in the same way. Loan notes issued by a US buyer need their withholding analysis settled before the instrument is drafted rather than before the first coupon.

The UK company becomes a controlled foreign corporation on day one

The moment a US parent acquires a UK company, that company is a controlled foreign corporation for US purposes and its earnings enter the Subpart F and net CFC tested income regimes in the hands of the US parent. NCTI is the renamed and broadened successor to GILTI. The One Big Beautiful Bill Act changed the name for tax years beginning after 31 December 2025, cut the §250 deduction from 50% to 40%, removed the qualified business asset investment carve-out, and raised the deemed-paid foreign tax credit percentage for tested foreign income taxes to 90%, producing an effective rate of roughly 12.6% before credits [2][3].

The commercial consequence is worth understanding without overstating it. A low UK effective tax rate, whether from R&D claims, Patent Box or accumulated attributes, can alter a US buyer's residual US position and therefore its valuation, but the direction and size of that effect are highly buyer-specific. It depends on the character of the income, the credits available, the buyer's wider CFC profile and the elections it has made. The point for a founder is not that UK reliefs destroy value in a US sale. It is that they can be worth a different amount to a US buyer than to a UK one, and that is a question to ask during a process rather than discover in a price chip.

The anti-inversion rules cut the other way

Where a UK company acquires a US business and the former US owners end up with a substantial stake in the UK parent, IRC §7874 can apply. At 80% or more held by reason of the acquisition, the foreign parent is treated as a US corporation for federal tax purposes. Between 60% and 80%, a range of adverse consequences follows. There is an exception where the expanded affiliated group has substantial business activities in the foreign parent's country of organisation, tested against a mechanical threshold, but it is a demanding test rather than a general escape. Any UK-parent acquisition of a US target using meaningful equity consideration needs this modelled early.

A US buyer is not simply a buyer in a different time zone. US tax law wants a different shape from the structure than UK tax law does, and it starts applying to your UK company on the day the deal completes. Some of those differences are worth money to you in the negotiation. Others are quietly worth money to them, taken out of your price.

What will a US buyer's advisers find in a UK company?

Diligence deserves its own treatment and will get one. The US-specific findings are worth flagging here because they are almost always fixable in advance and almost never fixable during.

On the US side, in a UK company that has been selling into the States:

• State sales tax. Since South Dakota v Wayfair (2018), economic nexus thresholds mean a UK software business can carry registration and collection obligations across multiple states without anyone having set foot there. Historic exposure that has not been remediated comes off the price or into an indemnity.
• Permanent establishment. A UK company with a US-based salesperson concluding contracts may have a permanent establishment under Article 5 of the treaty and may not have filed protective Forms 1120-F. The treaty may mean little or no tax is actually due. The penalty and open-years exposure for not having filed is a separate matter.
• Transfer pricing. A US subsidiary running without intercompany agreements, or on a cost-plus arrangement that was never documented, is a standard finding. Cheap to paper prospectively, expensive to argue retrospectively.
• Section 280G. Where the target has US officers or highly compensated employees with change-of-control payments, the golden parachute rules can impose a 20% excise charge on the individual and deny the company a deduction. A private company can generally cleanse the position through a shareholder approval procedure, but it must be run before the payments become binding.
• Section 382. A US subsidiary carrying losses will see their future use restricted by the ownership change on completion. Buyers model this, which is a reason for sellers to.

On the UK side, where a US buyer's diligence is often weakest and the founder's exposure is greatest:

• EMI options. Options granted while the company was independent survive a reorganisation. Options merely promised do not. A takeover will commonly cause a disqualifying event, including through loss of independence, unless the replacement option rules or another relevant provision applies, and exercise within ninety days of the event preserves the favourable treatment. Growth after a disqualifying event can otherwise fall into income tax and National Insurance.
• SEIS and EIS. A disposal within three years withdraws the investors' income tax relief, and a share-for-share exchange into a non-qualifying acquirer can do the same. Investors discovering this at signing is a commercial problem that lands back on the founder.
• R&D claims. Claims under the merged scheme, and the overseas expenditure restrictions applying from accounting periods beginning on or after 1 April 2024, are a live area. Expect requests for claim methodology and contemporaneous records.
• Employment status. Contractors treated as self-employed, and off-payroll working determinations, sit near the top of every UK indemnity schedule.

What should a founder do now?

The recurring failure in UK-to-US transactions is not bad advice on either side. It is sequential advice. A UK adviser optimises the UK position, a US adviser optimises the US position, and nobody owns the interaction between them. The interaction is where the money is.

• Fix the UK position before a buyer appears. Grant the options that have been promised. Reconcile the register. Evidence the SEIS and EIS history. Confirm which convertible instruments have actually converted. None of it is interesting and all of it is cheaper now than in a data room.
• Model the package, not the price. Run the after-tax outcome across cash, loan notes, acquirer shares and earn-out at the weightings actually being discussed, and put the election deadlines in the same document.
• Read the earn-out clause as a tax clause. Whether the contingent consideration can be settled in cash or only in shares or debentures changes the analysis, and it is settled in drafting long before anyone models it.
• Ask what the rollover is into, and get the documents reviewed. Corporation stock, LLC units and partnership interests are not interchangeable for UK purposes, and the LLC position in particular is fact-sensitive and currently under review by HMRC.
• Price the US layer before commercial terms harden. Basis, purchase price allocation and CFC treatment all change what the deal is worth to the buyer. A seller who understands the buyer's tax position negotiates better.
• Take the clearances. Sections 138, 701 and 1044 as applicable. Thirty days from a complete application, and the absence of one is itself a diligence finding.

The order matters more than any single step. The right moves in the wrong order still break outcomes, and in a cross-border sale the wrong order is usually the one where the US timetable arrives before the UK housekeeping is finished.

If the question is a US-led round rather than a sale, the companion briefing on raising US investment into a UK company covers the same structural ground from the fundraising side. For a founder with a live approach, or a process about to start, the Structure Review works through this on your own facts, and the free Exposure Score is a reasonable first pass on where the structural pressure sits.

This article is general commentary and not advice, and no action should be taken on it without advice on the specific facts. Rates, thresholds and statutory references should be confirmed against enacted legislation and current HMRC and IRS guidance. Several areas covered here are unusually sensitive to the particular facts and to the identity of the parties: US entity classification for UK tax purposes, eligibility for treaty benefits, US state and local tax positions, and the residual US tax profile of a particular acquirer can each differ materially between taxpayers and between structures that appear similar. The UK tax treatment of US LLCs is also subject to a live HMRC consultation process at the date of publication.

Sources

1. HMRC, Business Asset Disposal Relief guidance, and Autumn Budget 2024 measures: BADR rate of 18% for qualifying disposals on or after 6 April 2026, 14% from 6 April 2025, 10% before that; £1m lifetime limit retained; main CGT rate 24%. https://www.gov.uk/business-asset-disposal-relief · See also Brodies LLP on the anti-forestalling rules applying to pre-6 April 2026 unconditional contracts. https://brodies.com/insights/wills-and-estate-planning/business-asset-disposal-relief-badr-what-is-changing-on-6-april-2026/
2. Tax Executive Institute, OBBBA Modifications to US Taxation of International Income: GILTI renamed net CFC tested income, §250 deduction reduced from 50% to 40%, effective rate 12.6% before credits, deemed tangible income return eliminated. https://www.taxexecutive.org/obbba-modifications-to-us-taxation-of-international-income/
3. PKF O'Connor Davies, 2026 International Tax Planning: What OBBBA Means for US Multinationals: NCTI changes effective for tax years beginning after 31 December 2025, foreign tax credit haircut eased to 90%, effective rate 12.6% to 14%. https://www.pkfod.com/insights/2026-international-tax-planning-what-obbba-means-for-us-multinationals/
4. HM Revenue & Customs, Consultation on reform to taxation of UK-resident members of LLCs and other reverse hybrids, published 10 June 2026, closed 31 July 2026. https://www.gov.uk/government/consultations/uk-residentindividualmembers-of-llcs-and-otherreversehybrids/consultation-on-reform-to-taxation-of-uk-resident-members-of-us-llcs
5. Paul Hastings LLP, HMRC Publishes Consultation on Reform of Taxation of US LLCs (June 2026): proposal to treat US LLCs as transparent for UK-resident individual members, corporate members excluded, and the tension between Anson and HMRC's published guidance at INTM180050. https://www.paulhastings.com/insights/client-alerts/hmrc-publishes-consultation-on-reform-of-taxation-of-us-llcs · See also Morgan Lewis, UK Government Consults on Tax Treatment for Individual Members of US LLCs. https://www.morganlewis.com/pubs/2026/06/uk-government-consults-on-tax-treatment-for-individual-members-of-us-llcs
6. On the UK structuring framework generally, see Graeme Fox, Mergers and acquisitions: structuring the deal, Tax Adviser (CIOT), August 2026.

UK statutory and case references cited above: TCGA 1992 ss 28, 116, 117, 135, 136, 137, 138, 138A, 169H, 169Q, 169R, 279A to 279D, 280, Sch 5AA, Sch 7AC; CTA 2010 ss 1033, 1044; CTA 2009 Part 8; ITA 2007 Part 13 and s 701; ITEPA 2003 Part 7 and s 431, and Sch 5 (EMI); CAA 2001 s 198; VATA 1994 s 49 and SI 1995/1268 art 5; Companies Act 2006 ss 641 to 644 and Part 18; Marren v Ingles [1980] 54 TC 76; Anson v HMRC [2015] UKSC 44; HMRC Statement of Practice 3/12; HMRC INTM180050. US references: IRC §§197, 250, 280G, 336(e), 338, 382, 951A, 1060, 7874 and the regulations thereunder; US/UK Double Taxation Convention Articles 5, 10, 11 and 23; US/UK Estate and Gift Tax Convention 1978; IRS Form 706-NA and instructions.