Smart structuring doesn’t just protect value – it helps you retain it.

In this insight, we focus on how early structuring and tax planning helps optimise both deal value and post-exit proceeds, while also reducing execution risk.

Why structuring deserves early attention

Tax and structuring issues rarely kill a deal outright, but they regularly delay or dilute what could have been a better outcome.

Typical Irish scenarios include:

• Legacy group structures with unnecessary entities.
• Cross-border ownership or profit extraction inefficiencies.
• Pension, trust or succession considerations.

The good news? Many of these can be resolved if addressed early.

Smart structuring starts long before a deal. A few early moves can materially improve post-sale outcomes.

Key structuring themes to address pre-deal

1. Shareholder exit readiness
Whether you’re selling to trade, private equity or passing shares to the next generation, the structure through which you hold your shares, and any existing shareholder agreements, can significantly affect your tax exposure and flexibility.

2. Capital gains tax planning
Irish CGT remains high, and while certain reliefs are helpful, the qualification criteria are nuanced. Pre-deal planning is essential to ensure you don’t breach thresholds or trigger clawbacks unintentionally.

3. Group simplification and clean-up
Many Irish groups have dormant or legacy companies, cross-charges, or unclear IP ownership. Most buyers actively avoid unnecessary complexity – clear group structures are attractive and more executable. Mapping and simplifying in advance of diligence speeds up execution and protects value.

4. Cross-border or foreign shareholder issues
For businesses with UK, US or EU-based shareholders or subsidiaries, deal structuring becomes more complex. Understanding local tax treaties, withholding risks, transfer pricing dynamics, and repatriation mechanisms early is essential.

5. Post-deal planning and reinvestment
Particularly in private equity transactions, founders may roll over part of their equity. Structuring this efficiently (both commercially and for tax) requires early modelling and bespoke advice.

How RSM Ireland can help

We work across RSM service lines to provide joined-up advice on:

• Group simplification and pre-sale clean-ups.
• Shareholder and holding structure planning.
• CGT relief optimisation.
• Tax modelling for rollover or reinvestment.
• Liaison with legal advisors on implementation.

Tax efficiency shouldn’t be left to chance. With the right structuring, you protect your value — and streamline the diligence experience.