Tax Due Diligence

When you acquire a company's shares, you acquire its tax past. An HMRC enquiry into a period years before you owned the business can land on your desk, with interest and penalties attached. Tax due diligence is how buyers quantify that risk and protect against it — through price, warranties, indemnities or a change of deal structure — and how sellers avoid nasty surprises derailing a deal late in the process.

Acumon's tax due diligence is led by in-house Chartered Tax Adviser expertise and covers every material tax a UK business faces. We turn complex tax risk into clear, priced conclusions you and your advisers can act on.

Taxes We Review

Our reviews span the full range of taxes a UK business is exposed to: corporation tax (compliance history, computations, losses and reliefs, and the reasonableness of provisions); VAT (registration, returns, partial exemption, and the treatment of the transaction itself); PAYE and National Insurance (employment status, benefits, IR35, termination payments and share schemes); capital gains and chargeable gains within the company; stamp duty and Stamp Duty Land Tax; and other taxes where relevant, including inheritance tax and the Annual Tax on Enveloped Dwellings (ATED) for property-holding companies. We also assess the target's transfer pricing and any tax-driven structures that could unwind.

Identifying Tax Risks

We categorise what we find so you can act on it. Compliance risks — late, missing or incorrect returns and underpaid tax. HMRC enquiry risk — aggressive positions or areas likely to attract scrutiny. Unexpected liability risk — contingent or unprovided exposures that could crystallise after completion. Structural risk — reliefs or arrangements that depend on conditions a change of ownership might break, such as degrouping charges. And planning-arrangement risk — historical tax schemes that could be challenged. For each, we assess the size of the exposure and the likelihood of it arising, so the deal team can respond proportionately.

Turning Findings Into Protection

A tax due diligence report is only useful if it changes the deal. Our findings feed directly into the transaction: informing a price adjustment where a liability is probable, shaping the tax warranties and the tax covenant (indemnity) in the sale and purchase agreement, prompting specific indemnities for identified risks, or in some cases changing the structure — for example, favouring an asset purchase to leave historical liabilities behind. We work alongside your legal advisers so the protections in the contract actually match the risks we have found.

For Sellers Too

Sellers benefit from tax due diligence as much as buyers. Reviewing your own tax position before going to market lets you fix compliance gaps, prepare answers to the questions a buyer will ask, and avoid issues emerging late in the process where they do most damage to price and certainty. It is a core part of getting a business genuinely sale-ready.

What You Get With Acumon

• Corporation tax, VAT and PAYE/NIC reviews led by Chartered Tax Adviser expertise
• Capital gains, stamp duty, SDLT, inheritance tax and ATED coverage
• HMRC enquiry and unexpected-liability risk identification
• Structural, degrouping and planning-arrangement risk assessment
• Findings translated into price, warranty and tax-covenant protection
• Buy-side and vendor-side reviews, integrated with financial due diligence

Why Acumon for Tax Due Diligence?

• Tax coverage includes corporation tax, VAT, PAYE/NIC, CGT, stamp duty, SDLT, inheritance tax and ATED (Annual Tax on Enveloped Dwellings)
• Led by in-house Chartered Tax Adviser expertise

Get a Fixed-Fee Quote

Tell us what you need and we'll come back within one business day with a clear scope and a fixed price — no hourly-rate surprises. Call 020 8567 3451 or use the form and we'll be in touch.