A “hive-up” is an intra-group transfer of a business from a subsidiary company to its parent. It is the transfer of assets and the assumption of liabilities which constitute the business being transferred, rather than a transfer of the shares in the company.

An example of where a Hive-up Agreement may be used is when a company wishes to take over the trade of another company and does so by first acquiring the target company’s shares and then transfers the trade to itself by way of a Hive-up Agreement.

Depending upon the nature of the assets being transferred, there may be certain taxes that arise on the transfer. However, there are various reliefs that may be available and we are happy to work with your tax advisors to enable you to obtain such tax reliefs.

What does our package include?

• Detailed Consultation – with one of our solicitors to provide advice and to take detailed instructions.
• Asset Transfer Agreement – a comprehensive agreement drafted in accordance with your instructions.
• A Deed of Assignment – to assign the goodwill and other assets that are not capable of passing by delivery.
• Notices to employees and suppliers – to inform them of the transfer of the business.
• Written resolutions of the members and the board – as required to approve the hive-up.
• Liaising with you and your tax advisors as required.