HoldCo Structures & Audits

June 08, 2026

by a searcher from London Business School in London, UK

Does anyone in the UK market have advice on how to structure groups to keep audit costs to a minimum? Having a TopCo, MidCo, OpCo structure with multiple businesses has lots of Group advantages, but is now incurring some fairly onerous professional fees. Appreciate any best practices out there - thanks!

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Reply by a searcher
from University of Oxford in London, UK

Hi Rufus. Your auditor is probably the person to ask for tips, but I assume your group breaches the size limits for exemptions a couple of years running and you aren't going to split the group up to solve this. First thoughts though - I'd make sure you need all your entities, and don't get audits if you can wind them up, make dormant any that can be, give all the others the same y-end date. Perhaps the parental guarantee can be given by an intermediate holdco (though that might bring other issues), check group audit materiality makes sense and that you don't audit to a lower level in the subs. After that, try to make sure stuff is ready and work with the auditor to keep the cost down. Good luck.

Reply by a searcher
from London Business School in London, UK

Thank you David - yes we have looked at that and it has some drawbacks of its own. The challenge is the statutory PCG is much broader than anything that has been given under our SPAs, so pursuing this path creates a cross-contamination risk to the whole group, which negates the reasons for structuring it as we did initially. Unlikely to materialise, but the risk to the downside is potentially big if it did...

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