Reorganized international shares for a Manchester supply chain platform
We rebuilt the equity split across three European entities to satisfy new institutional investors. This resolved tax conflicts without halting operations.
FleetStream Software needed to clear complex corporate hurdles before a major funding round in early 2025. Their legacy corporate structure split equity across three entities in the UK, Germany, and Poland, which triggered tax warnings from institutional investors. We reorganized the share distribution to clear these warnings and keep their growth on track.
The challenge
The Manchester-based team had set up separate technical offices in Munich and Warsaw during 2023 to hire local developers. However, they routed intellectual property payments back to the UK using a poorly documented licensing agreement. This created an immediate risk of double taxation on £240,000 of intercompany revenue.
By December 2024, German tax audits flagged these transactions as hidden profit distributions. Institutional investors from a London-based venture capital firm threatened to pull out of a planned £3.2 million funding round unless the tax exposure was reduced to zero. The startup had exactly 45 days to resolve the dispute or face serious operational cash constraints.
Our approach
Our lead tax analyst reviewed the intercompany agreements and local tax filings from our London office at 42 Gresham Street. We coordinated with local tax practitioners in Munich and Warsaw to assess the local exposure directly. No complex legal jargon here; we focused strictly on exposure limits and compliance.
Let's look at the numbers. We calculated that restructuring the equity holdings via a new UK holding company would neutralize the transfer pricing risk. Our 3-step timeline focused on valuing the intellectual property, drafting three new intercompany agreements, and submitting a formal voluntary disclosure to the German Federal Central Tax Office.
The solution
We established a clean parent-subsidiary structure where the UK entity holds 98.7% of the shares in both the German and Polish subsidiaries. We replaced the informal licensing setup with a standardized OECD-compliant cost-sharing agreement. This formal structure established clear transfer pricing benchmarks for all future software licensing.
We structure for safety, not just tax cuts. Our team filed the voluntary tax disclosures in Germany on January 22, 2025, which capped the historic tax exposu
Results
The corporate restructuring eliminated the active tax disputes in Germany and Poland within six weeks, enabling the venture capital firm to release the first tranche of the £3.2 million investment on February 28, 2025.
Timeline
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January 6, 2025Initial audit of German and Polish intercompany transactions
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January 15, 2025Drafted new OECD-compliant cost-sharing agreements
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January 22, 2025Submitted voluntary tax disclosures to Munich authorities
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February 12, 2025Incorporated holding structures and transferred subsidiary shares
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February 28, 2025Institutional investors approved structure and released funding
"We were skeptical about restructuring our Munich setup in just six weeks, and the paperwork took up a lot of our development team's time in January. However, Trishati cleared the German audit risk and saved our funding round right on the deadline."