Barton & Co Farmers Ltd is a long-established, multi-generational farming family with substantial land holdings owned and further enhanced by contract farming operations around their local area. They primarily produced a range of arable crops including wheat, barley, oats, and oilseed rape.
When Duncan & Toplis began advising the family in 2003, their structure was relatively simple, comprising two companies. However, as the business expanded and the next generation became more involved, the original structure no longer provided the flexibility, protection, or tax efficiency required to support growth and generational change.
A key turning point was in 2013, when the family was approached about a potentially significant investment opportunity on part of their agricultural holdings. While the opportunity offered significant financial upside, it also introduced considerable uncertainty and tax risk. The challenge was to allow the family to benefit without exposing the core farming business or creating a substantial tax burden.
Duncan & Toplis responded by establishing a separate entity to ringfence the opportunity, through the creation of a Family Investment Company, alongside tax planning that reflected the involvement of multiple generations. By restructuring ownership, carefully managing the opportunity and isolating the exposure, Duncan & Toplis ensured the family could participate in any future gains while significantly reducing long-term tax exposure.
In 2019, a more personal challenge emerged. One of the family’s three sons decided to step away from farming operations to focus on his own property business. The priority was to allow each family member to pursue different ambitions, while maintaining value that was fair to all parties, ensuring business stability, and minimising tax liabilities. Duncan & Toplis advised on, and, working with Duncan & Toplis Legal Services, implemented a share-for-share exchange, followed by an internal reorganisation and a capital reduction demerger. This enabled the transfer of properties into a separate group with minimal tax impact, ultimately resulting in only a managed and calculated level of Stamp Duty Land Tax arising.
This proactive restructuring created a clear separation between trading and investment activities, strengthening the farming business’s eligibility for Business Property Relief and allowing each family member to pursue their own objectives.
Shortly after this restructuring, the family had the opportunity for a significant solar development with a proposed large-scale project across their land. While potentially transformative, this introduced commercial and tax risks that could have impacted valuable reliefs and the longer-term integrity of the farming operations. The situation was further complicated by the fact that a substantial portion of the land was owned personally by individual family members, creating additional complexity that required careful planning.
Duncan & Toplis acted quickly to protect the core business while enabling the family to move forward. A new holding structure was created for the solar projects, and a liquidation demerger was used to separate the potential development land from the farming operations, preserving Business Property Relief. Land held personally was transferred into the new structure through a combination of sale and gifting, carefully managing capital gains tax exposure. To address the long-term inheritance tax implications of the potential value this would create, structures were put into place to allow the current generations and future generations to benefit from this opportunity while managing and minimising the tax implications.
Throughout these changes, a consistent challenge was maintaining flexibility within an increasingly sophisticated structure and a changing political landscape. Duncan & Toplis continued to adapt its approach to reflect evolving family priorities, new income streams, and changes in tax legislation.
Reflecting on the relationship, George Barton commented:
“At each stage, there has been a new challenge, whether commercial or personal, and the team at Duncan & Toplis have always found a way to guide us through it. They understand not just the business, but the family behind it.”
From Duncan & Toplis, Business Services Director Daniel Smithson highlights the long-term nature of the relationship:
“For more than 20 years, Duncan & Toplis has helped Barton & Co Farmers navigate complexity, minimise tax exposure, and build a resilient structure that supports both the business and the family for the long term.
“This has never been about a single solution, but about evolving the structure over time to meet new challenges and protect future generations.”
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