TRW & Co · Tax, Private Wealth & Family
Tax Lawyers in London for Companies and Investors
Tax lawyers London companies instruct help boards decide how to structure, finance, reward and sell a business without creating avoidable tax cost or HMRC disputes. With the Finance Act 2026 now law, Business Asset Disposal Relief at 18% and the global minimum tax bedding in, many structures set up even two years ago deserve a fresh look.
Key pointMost tax disputes are lost on evidence, not law: groups whose legal agreements, transfer pricing and board minutes match how the business actually operates are far better placed when HMRC opens an enquiry.
At a glance
Main corporation tax rate
Profits above £250,000 are taxed at 25%, with a 19% small profits rate up to £50,000 and marginal relief in between.
Finance Act 2026
Royal Assent in March 2026 brought Budget 2025 measures into law, including relief reforms, a new first-year allowance and adviser registration.
Exit relief narrowed
Business Asset Disposal Relief applies at 18% to qualifying gains from 6 April 2026, the same as the lower main CGT rate.
Global minimum tax
UK groups with consolidated revenue of €750 million or more must register for Pillar Two top-up taxes and file returns.
Corporate criminal exposure
Under the Criminal Finances Act 2017, companies can be prosecuted for failing to prevent associated persons facilitating tax evasion.
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What tax lawyers London businesses instruct actually do
Tax lawyers London companies, founders and investors instruct deal with the legal side of tax: what the legislation says, how it applies to a particular structure or transaction, and how to defend the position if HMRC disagrees. The work sits alongside accountants' compliance and reporting rather than replacing it, and it is most valuable before a decision is taken rather than after a return is filed.
In practice, corporate and business tax covers corporation tax on trading and investment profits, VAT, employment taxes and national insurance, stamp taxes on shares and land, withholding taxes on interest, royalties and distributions, and the international rules on transfer pricing, permanent establishments and the global minimum tax. It also covers the personal tax position of the people who own and run the business, because a company's structure decides how and when they are taxed on what they take out.
The legal question usually arrives at a pressure point: a fundraising or acquisition, a group reorganisation, a new market entry, an incentive plan for key staff, a disputed VAT treatment, a Budget change that alters the economics, or a letter from HMRC opening an enquiry. Good tax lawyers London boards rely on aim to make those moments routine by building the analysis into the transaction documents and the group's governance from the start.
The legal framework: statutes, HMRC and the tax tribunals
UK tax is almost entirely statutory, and each tax has its own code. Corporation tax is found mainly in the Corporation Tax Acts 2009 and 2010, with international rules in the Taxation (International and Other Provisions) Act 2010, whose Part 4 contains the transfer pricing rules. Employment taxes sit in the Income Tax (Earnings and Pensions) Act 2003, including the off-payroll working rules in Part 2, Chapter 10. VAT is governed by the Value Added Tax Act 1994 and HMRC's notices.
Each year's Finance Act amends this framework. The Finance Act 2026 received Royal Assent in March 2026 and carried the Autumn Budget 2025 measures, including reforms to inheritance tax reliefs for business and agricultural property, a new first-year capital allowance, changes to the company reconstruction rules and mandatory registration of tax advisers. Further changes are already in draft for the next Finance Bill, which is why advice given even a year ago may need refreshing.
Anti-avoidance rules that shape every structure
Three regimes matter on almost every planning question. The general anti-abuse rule in Part 5 of the Finance Act 2013 allows HMRC to counteract arrangements that cannot reasonably be regarded as a reasonable course of action. The disclosure of tax avoidance schemes rules in Part 7 of the Finance Act 2004 require promoters, and sometimes users, to notify HMRC of arrangements bearing specified hallmarks. And Part 4 of the Finance Act 2014 allows HMRC to issue follower notices and accelerated payment notices, requiring tax to be paid up front while a dispute continues.
Alongside these sits the corporate offence in Part 3 of the Criminal Finances Act 2017: a company or partnership commits an offence if a person acting on its behalf criminally facilitates tax evasion and it did not have reasonable prevention procedures. That offence turns a tax-compliance issue into a governance one for every board.
Who decides disputes
HMRC administers and enforces the taxes. Appeals against its decisions go to the First-tier Tribunal (Tax Chamber), then on points of law to the Upper Tribunal (Tax and Chancery Chamber), the Court of Appeal and the Supreme Court. Some challenges to HMRC's conduct, rather than the amount of tax, are brought by judicial review in the High Court. Our tax disputes and HMRC investigations team handles that side of the work.
Scotland and Wales differ in important respects. Scottish income tax rates and bands on non-savings income are set by the Scottish Parliament, and land transactions in Scotland and Wales are taxed under their own regimes rather than stamp duty land tax. Corporation tax and VAT remain UK-wide, while Northern Ireland follows special VAT and customs arrangements for goods.
Current rates, thresholds and 2026 changes for tax lawyers London clients
Rates and thresholds change at each fiscal event, so any figure should be checked against HMRC's current guidance before a decision is taken. The table below summarises the headline numbers we most often see driving commercial decisions in 2026.
| Item | Current position | Why it matters |
|---|---|---|
| Corporation tax main rate | 25% on profits above £250,000 | Applies to most profitable groups; thresholds are reduced for associated companies and short periods |
| Small profits rate | 19% on profits of £50,000 or less, with marginal relief between £50,000 and £250,000 | Group structures with many companies can lose the benefit through the associated-company rules |
| Capital gains tax (individuals) | 18% within the basic rate band, 24% above it | Drives the after-tax value of a founder's exit |
| Business Asset Disposal Relief | 18% on qualifying gains from 6 April 2026 | The rate gap with the main CGT rate has narrowed, changing exit planning |
| VAT registration threshold | Taxable turnover over £90,000 in the last 12 months, or expected in the next 30 days | Late registration creates back-dated VAT and penalties |
| Pillar Two top-up taxes | Groups with consolidated revenue of €750 million or more in at least two of the previous four periods | Registration, information returns and a 15% effective minimum rate |
| R&D relief | Merged expenditure credit at 20% for periods beginning on or after 1 April 2024, with enhanced support for loss-making R&D intensive SMEs | Claims face close HMRC scrutiny and need contemporaneous evidence |
| Business property relief (inheritance tax) | 100% relief on the first £2.5 million of qualifying property from 6 April 2026, 50% above | Owners of trading companies need succession and shareholder planning |
Sources for these figures include HMRC's corporation tax rates guidance, its guidance on the merged R&D scheme and its Pillar Two collection. For a wider summary of the latest fiscal event, see our article on UK Budget tax changes, and for the basics of the company tax regime our guide to corporation tax in the UK.
Key decisions and how tax lawyers London boards rely on approach them
Most valuable tax advice is about choosing between legitimate options and documenting the commercial reasons for the choice. These are the decisions that come up most often.
Choice of vehicle and holding structure
A limited company, an LLP and a branch of an overseas company are taxed very differently. An LLP is generally transparent, so members are taxed on their profit shares, while a company pays corporation tax and shareholders are taxed again on dividends or gains. Overseas groups entering the UK must also decide whether to operate through a UK subsidiary or a branch, which affects permanent establishment risk, profit attribution and the filing burden. Our company formation team works on the corporate side of these choices.
Debt or equity
Interest is generally deductible and dividends are not, but the corporate interest restriction caps net interest deductions for larger groups, transfer pricing requires related-party debt to be on arm's length terms, and withholding tax may apply to interest paid abroad unless a treaty or exemption applies. The right answer depends on the group's overall interest capacity, the lender's residence and the commercial terms.
Where intellectual property and people sit
Locating valuable IP, key decision-makers and risk-taking functions in different countries changes where profit is taxed. Transfer pricing documentation must follow the reality of who controls risk. Moving IP out of the UK can trigger exit charges, while bringing it in can open access to reliefs such as the patent box regime.
Incentives for management and staff
Tax-advantaged schemes such as Enterprise Management Incentives can turn employment-taxed remuneration into capital gains, but only if the statutory conditions are met at grant and throughout. Our share plans and incentives team designs and documents these arrangements.
Selling or restructuring the business
A share sale and an asset sale produce very different results for buyer and seller, and reliefs such as substantial shareholding exemption, reconstruction relief and Business Asset Disposal Relief each have conditions that must be checked before heads of terms are signed. Transaction structuring is covered in depth by our transactional tax team.
Write down the commercial reason for each structuring decision when you take it. Board minutes, a short memorandum and contemporaneous emails are often the best evidence that an arrangement was not driven by tax avoidance, and they are far more persuasive than explanations reconstructed years later in an HMRC enquiry.
How a tax review or structuring project runs
Whether the task is a group reorganisation, market entry or a health check before a sale, the work follows a similar sequence.
- Scoping and facts. We agree the commercial objective, the entities and jurisdictions involved, the timetable and the questions to be answered, and collect the group structure chart, accounts and recent returns.
- Issue identification. We map each proposed step against the relevant taxes, including corporation tax, VAT, stamp taxes, employment taxes and withholding taxes, and flag anti-avoidance rules and reporting obligations.
- Options analysis. We compare realistic alternatives on tax cost, execution risk, timing and administrative burden, working with the client's accountants on the numbers.
- Clearances where useful. Where the legislation provides a clearance procedure, or HMRC offers non-statutory clearance, we prepare the application with full disclosure so that any comfort obtained can be relied on.
- Documentation. We draft or review the transaction documents, intra-group agreements, board minutes and transfer pricing policies so that the legal form matches the analysis.
- Implementation. Steps are completed in the right order, with filings at Companies House and HMRC and any stamp duty paid on time.
- Post-completion review. We check that returns reflect the structure, update the tax risk register, and diarise future triggers such as degrouping periods and scheme conditions.
Documents and evidence to assemble
Tax positions are won or lost on evidence. Before a significant decision, or as soon as HMRC raises questions, gather the following.
- A current group structure chart showing ownership percentages, tax residence and any permanent establishments.
- Statutory accounts, corporation tax computations and returns for at least the open enquiry years.
- Intra-group agreements for services, IP licences, loans and cost-sharing, with the transfer pricing policy and benchmarking that supports them.
- Board minutes and papers recording the commercial rationale for reorganisations, financing and relocations.
- VAT records, including partial exemption calculations, supply chain mapping and any rulings obtained.
- Employment-related securities records, option agreements, valuations agreed with HMRC and scheme notifications.
- Correspondence with HMRC, including clearances, rulings and any previous enquiry closure notices.
- Tax governance documents: the tax strategy, senior accounting officer records where relevant, and prevention procedures under the Criminal Finances Act 2017.
Risks and common mistakes in business tax
These are the problems we see most often when tax lawyers London businesses appoint are brought in late.
Transfer pricing that does not match reality
Intra-group agreements are often copied from templates and never updated. If a UK subsidiary is described as a low-risk service provider but its staff actually make key commercial decisions, HMRC can argue that more profit belongs in the UK. The fix is to align the functional analysis, the legal agreements and the way people actually work. Documentation should be refreshed when the business model changes, not just when the auditors ask. Larger groups also face specific documentation requirements, and penalties can be harder to resist where records are missing or inconsistent with the facts HMRC finds on interview.
Accidentally creating a permanent establishment
An overseas company can become taxable in the UK through a fixed place of business or a dependent agent who habitually concludes contracts. Sales staff who negotiate and effectively agree deals in London are a frequent trigger. The same risk runs the other way for UK businesses with staff abroad, including remote workers. Treaty definitions, the facts of each role and the wording of employment contracts and authority limits all matter. A short review of who signs what, and where, usually identifies the risk early enough to manage it.
VAT treatment assumed rather than checked
VAT is a transaction tax, and errors compound quickly. Common problems include treating a mixed supply as wholly exempt, failing to account for reverse charge on services bought from abroad, missing the option to tax on commercial property, and assuming a transfer of a going concern applies when the conditions are not met. Because VAT is charged on every invoice, a mistake made at contract stage can affect years of returns. A review of standard terms, invoicing logic and cross-border flows is usually cheaper than the interest and penalties that follow a later assessment.
Misclassifying contractors and off-payroll workers
Medium and large clients must decide whether the off-payroll rules apply to contractors working through their own companies and issue status determination statements. Getting this wrong shifts PAYE and national insurance liability to the client or agency. Employment status also matters for workers engaged directly. Our article on IR35 and off-payroll working explains the tests. Defensible decisions need a documented assessment of each engagement, an appeals process and regular review, especially where roles evolve after the contract is signed.
Relying on a relief without checking its conditions
Reliefs such as substantial shareholding exemption, EMI, R&D credits and Business Asset Disposal Relief each have detailed conditions about trading status, holding periods, employee numbers or qualifying activity. Many fail on a technicality, such as a non-trading subsidiary tipping the group's status or an option exercise outside the permitted window. HMRC's scrutiny of R&D claims in particular has increased, and claims prepared without technical evidence are vulnerable. A condition-by-condition check before relying on the relief is the simplest protection.
No reasonable procedures to prevent facilitation of evasion
The failure to prevent offence applies to UK and overseas tax evasion and to the actions of employees, agents and contractors. The only defence is having reasonable prevention procedures in place, or that it was not reasonable to expect them. Many businesses outside financial services have never carried out a risk assessment. A proportionate approach covers top-level commitment, a documented risk assessment, due diligence on intermediaries, training, communication and monitoring. HMRC publishes a self-reporting route for organisations that discover a problem.
The cheapest tax dispute is the one that never starts: a well-evidenced position, agreed with the business before the return is filed, is the strongest protection a board can buy.
Cross-border tax: Bangladesh, the EU, the Gulf and Asia
For international groups, the UK position is only half the analysis. Treaty relief, withholding taxes and the global minimum tax mean that the answer in London depends on the rules elsewhere.
Bangladesh
The UK and Bangladesh have a double taxation agreement, listed on HMRC's Bangladesh tax treaties page. It allocates taxing rights over business profits, dividends, interest and royalties and provides relief from double taxation. Bangladeshi groups setting up in the UK, and UK investors in Bangladesh, need to check withholding taxes, permanent establishment risk and how profits will be repatriated under Bangladesh's foreign exchange controls. Our article on the UK–Bangladesh double tax treaty and our investing in Bangladesh team cover this in more depth, working with TRW & Co's offices in Dhaka and Chattogram.
The EU, the Gulf, Singapore and China
Since leaving the EU, UK companies no longer benefit from EU directives that removed withholding taxes on intra-group payments, so treaty relief has become more important for structures involving EU subsidiaries. The UAE has introduced a federal corporate tax, changing the analysis for Gulf holding structures that previously relied on the absence of tax. Singapore and China both have treaties with the UK, and both apply their own transfer pricing and substance requirements. Where a group is within the Pillar Two regime, low effective rates anywhere in the group can produce top-up tax in the UK or elsewhere.
Where foreign law governs part of the structure, we work with TRW & Co colleagues in Singapore and Dubai and with local tax advisers so that the UK analysis and the foreign analysis are consistent.
How TRW & Co's tax lawyers London team helps
Our London office is authorised and regulated by the Solicitors Regulation Authority. We work alongside clients' accountants and in-house finance teams, focusing on the legal analysis, the documents and the dispute risk.
Structuring and reorganisations
We advise on holding structures, UK market entry, group reorganisations, demergers and migrations. We prepare clearance applications and draft the steps plan and documents so the legal form follows the tax analysis.
Transactions
We provide tax due diligence, tax warranties and indemnities, and the tax deed on acquisitions and disposals. We work with our corporate and M&A colleagues so that tax risk is priced and allocated in the deal.
International and transfer pricing
We review intra-group agreements, permanent establishment exposure, withholding taxes and treaty claims. For larger groups we help coordinate Pillar Two readiness with finance teams and auditors.
Employment taxes and incentives
We advise on employment-related securities, EMI and other share schemes, off-payroll working decisions and termination payments, and on correcting historic errors through disclosure.
Tax governance
We help boards adopt proportionate tax strategies, risk registers and prevention procedures for the failure to prevent facilitation of tax evasion offence, and train finance and sales teams.
Enquiries and disputes
When HMRC opens an enquiry or a dispute crystallises, we respond to information requests, negotiate settlements and conduct appeals. Where advocacy in the higher courts is required, we instruct specialist counsel.
For an overview of the firm's other work, see our practices. Related teams include corporate, mergers and acquisitions and private client for shareholders' personal tax planning.
Checklist for decision-makers
Before your next board meeting, transaction or Budget review, the tax lawyers London clients find most useful will usually ask the following.
- Is the group structure chart current, and does it show tax residence and permanent establishments for each entity?
- Do intra-group agreements and transfer pricing reflect how the business actually operates today?
- Have you checked whether the associated-company rules reduce access to the small profits rate?
- Is the group within, or approaching, the Pillar Two revenue threshold, and are registrations and returns diarised?
- Are VAT treatments for your main revenue streams documented and reviewed when products change?
- Do contractor arrangements have documented employment status and off-payroll assessments?
- Have you completed a risk assessment and adopted prevention procedures under the Criminal Finances Act 2017?
- Do shareholders understand how the 2026 changes to Business Asset Disposal Relief and business property relief affect exit and succession plans?
- Are open HMRC enquiries, clearances and time limits tracked in one place?
If any answer is uncertain, contact our London office at info@trw.co or on +880 1779 127165. Our tax lawyers London team is based at Holborn Gate, 330 High Holborn, London WC1V 7QH.
Frequently asked questions
01Do I need a tax lawyer or an accountant?
Usually both, for different jobs. Accountants prepare accounts and returns and compute liabilities. Tax lawyers interpret the legislation, structure transactions, draft the documents that give effect to the analysis, and handle disputes with HMRC, including appeals to the tax tribunal. For a significant transaction, reorganisation or enquiry, the two work together: the accountant models the numbers, and the lawyer confirms the legal basis and makes sure contracts, minutes and clearances support the position. Communications with a solicitor for legal advice can also attract legal professional privilege.
02What is the UK corporation tax rate in 2026?
The main rate is 25% for companies with profits above £250,000. A small profits rate of 19% applies where profits are £50,000 or less, and marginal relief tapers the rate between the two thresholds. The thresholds are divided by the number of associated companies and reduced for short accounting periods, so groups with several companies often pay more than they expect. Always confirm the current figures on HMRC's corporation tax rates page before relying on them.
03How did the Finance Act 2026 affect business owners?
The Finance Act 2026 received Royal Assent in March 2026. For owners of trading businesses, the most significant measures include the reform of business and agricultural property relief for inheritance tax, under which 100% relief applies to the first £2.5 million of qualifying property and 50% above that from 6 April 2026. Business Asset Disposal Relief also rose to 18% on qualifying gains from 6 April 2026. Owners should revisit shareholder agreements, wills and exit plans in light of both changes.
04Does Pillar Two apply to my group?
The UK's Multinational Top-up Tax and Domestic Top-up Tax apply to groups with at least one UK entity and consolidated annual revenues of €750 million or more in at least two of the previous four accounting periods. In-scope groups must register with HMRC and file information and top-up tax returns. Even groups below the threshold can be affected commercially if they are acquired by, or supply into, an in-scope group, so it is worth understanding how the rules work before a transaction.
05Can HMRC give advance certainty on a transaction?
In some cases. Several statutes provide formal clearance procedures, for example for share exchanges and reconstructions, and HMRC also offers non-statutory clearances where there is genuine uncertainty about how legislation applies. A clearance only protects you if you made full and accurate disclosure of the facts and the transaction is carried out as described. Clearances take time, so they need to be built into the deal timetable. Larger groups may also discuss issues with their HMRC customer compliance manager.
06What should an overseas company do before hiring in London?
Before the first hire, decide whether to operate through a UK subsidiary or a branch, check whether UK staff could create a permanent establishment, register for PAYE as an employer, and consider VAT registration. Intra-group service or distribution agreements and a transfer pricing policy should be in place from day one. Immigration sponsorship may also be needed for staff relocated from abroad. Getting these steps right early is much easier than unwinding them during an HMRC enquiry.
07How can TRW & Co help with business tax?
Our London office, regulated by the Solicitors Regulation Authority, advises on structuring, reorganisations, transactions, international tax and transfer pricing, employment taxes and share incentives, tax governance and HMRC enquiries and appeals. We work alongside your accountants and in-house team. Where advocacy in the higher courts is required, we instruct specialist counsel. Contact us at info@trw.co to discuss your position.
Sources and official materials
- Corporation Tax rates and reliefs — Main rate, small profits rate and marginal relief
- Finance Act 2026 — Budget 2025 measures enacted in March 2026
- Taxation (International and Other Provisions) Act 2010 — Transfer pricing and international rules
- Domestic Top-up Tax and Multinational Top-up Tax: detailed information — HMRC guidance on Pillar Two
- R&D tax relief: the merged scheme and ERIS — Current R&D relief rules
- Capital Gains Tax rates — CGT and Business Asset Disposal Relief rates
- Criminal Finances Act 2017 — Failure to prevent facilitation of tax evasion
- Bangladesh: tax treaties — UK–Bangladesh double taxation agreement
General information only, current as at 21 October 2026. It is not legal advice and does not create a solicitor–client relationship. It reflects the law of England and Wales unless stated otherwise; Scotland and Northern Ireland have separate legal systems, and the law changes frequently. Check current official sources and take advice on the facts of your matter.