What is a Family Investment Company?

A Family Investment Company (FIC) is a private company limited by shares which is created to hold and manage family wealth, including cash, portfolios and shares in private business interests. It can be a powerful structure to help families invest together with discipline, manage risk, and set clear rules for how wealth is managed and shared. While tax efficiency is an important feature, the real commercial advantage of an FIC is how it combines strategic investment structure with bespoke family governance.

The capital is usually provided by the founders of the FIC who retain strategic control through the board and shareholders, and issue different classes of shares to the children and family trusts. These shares can carry income and capital rights without conferring control, enabling intergenerational participation in growth while maintaining stewardship at the centre.

In contrast to traditional family trusts, an FIC uses company law and corporate governance to shape how returns are generated and distributed and utilises company tax benefits where appropriate.

This company structure makes it familiar to entrepreneurs and business owners (by contrast to trusts), with clear decision-making structures, formal reporting, and a framework that can evolve as the family’s needs change.

Why families choose a Family Investment Company (FIC)

The primary reasons clients select a FIC are commercial, namely:

  • control
  • governance
  • long-term discipline

Founders can appoint directors, set investment policy, and ringfence decision-making from day-to-day family dynamics. Different share classes allow income and capital participation to be separated from voting control.

A tailored shareholders’ agreement and articles of association can define who can receive dividends, how exits are managed, and what happens on key life events, protecting the integrity of the capital base and ensuring the ownership remains within the lineal family. The company wrapper may also facilitate co‑investment and professional management of assets, with the ability to onboard external advisers under a clear mandate.

From an estate planning perspective, an FIC can enable value to accrue to the next generation while founders retain strategic oversight. Returns can be reinvested tax‑efficiently within the company and distributed in a controlled way.

The corporate form also brings practical benefits, such as familiar accounting and governance standards, banking and custody solutions for pooled investment, and a repeatable framework for onboarding new family members as shareholders.

How a Family Investment Company (FIC) is structured

While every FIC is bespoke, typical features include a company limited by shares, founders as directors with reserved powers, and alphabet share classes to separate voting control from economics benefits.

Founders often subscribe for voting shares and may typically lend funds to the company to allow it to commence the FIC investment strategy. Non‑voting growth shares are commonly issued to family members, or to a trust for minors, allowing participation in value growth while protecting control. A shareholders’ agreement and articles of association set out transfer restrictions, pre‑emption rights, dividend policy, and exit mechanics. Robust governance is covered by provisions relating to board meetings, investment policy, conflicts procedures, and reporting.

Investment strategy and governance

A Family Investment Company (FIC) should be run with a clear investment mandate documented at the outset, covering asset allocation, liquidity requirements, risk appetite, and ethical or responsible investment parameters where relevant. The board can implement rebalancing policies, appoint discretionary investment managers, and adopt formal risk management and oversight processes.

A well‑designed FIC also anticipates succession in governance, with a framework for appointing next‑generation directors, structured mentoring, and time‑bound transitions of decision‑making responsibilities.

Where tax fits in

Tax is an important consideration, but it should support, not drive, the commercial design. An FIC is a company and pays corporation tax on its profits. The overall outcome depends on the asset mix, funding route, and extraction strategy, and should be modelled case by case with input from specialist tax advisers.

The key tax themes families should be aware of include:

Tax efficiency within the Family Investment Company

Certain investment returns, particularly UK and overseas equity dividends, can benefit from favourable corporation tax treatment, making the FIC wrapper attractive for equity-heavy portfolios. Other returns, such as interest and capital gains, are taxable at corporation tax rates in the usual way.

Funding and asset transfers

The mix of share subscriptions and founders’ loans has both cash flow and tax implications. Transferring existing into an FIC will have such tax implications including capital gains and stamp taxes, whilst property transfers would include SDLT, ATED charges.

Extracting returns

Dividends, interest on founders’ loans, and share buy-backs each have different personal tax consequences for recipients. Alphabet share classes allow dividends to be paid to specific family members subject to the settlement and anti-avoidance rules.

Inheritance tax

A FIC can facilitate intergenerational wealth transfer by enabling future growth to accrue outside the founders’ estates, but Business Property Relief will not usually be available on a passive investment portfolio. Careful design of share rights is needed to avoid reservation of benefit issues.

Anti-avoidance and compliance

Most FICs are close companies, and loans to shareholders, dividend routing, and certain reorganisations must be structured carefully to avoid triggering anti-avoidance provisions. HMRC expects proper governance and for FICs to comply with company and tax laws.

Specialist advice

Our corporate lawyers work alongside specialist tax advisers to ensure FICs are tailored to the individual family’s circumstances.

The optimal position depends on family objectives, time horizon, and existing wealth structures, and requires careful coordination across personal, trust, and corporate tax advice.

When an FIC may be suitable

An FIC tends to suit families with material investable wealth, a multi‑decade horizon, and a desire for disciplined, board‑led governance over a pooled asset base. It can be attractive where family members have different needs or levels of financial sophistication but want a common platform with rules everyone understands. It may be less suitable where flexibility to distribute capital freely is the overriding priority, or where the scale of assets does not justify corporate administration.

How to implement the change to a FIC

We provide a clear plan to ensure smooth implementation. First, our lawyers we conduct a scoping exercise to clarify objectives, family participants and govern principles. We then prepare the structure to include share classes, articles and a shareholders agreement in line with the investment policy and succession plan. We then can work with other advisors to coordinate tax input, before incorporating the company and executing the legal documents.

Frequently asked questions

How is an FIC funded?

Founders typically capitalise the company by subscription for shares and/or director loans. The right mix depends on tax, cash flow, and control considerations.

What can an FIC invest in?

You can have property and private company interests, but you need to consider any governance, tax and financial implications.

Can founders retain control of the FIC?

Yes. Control is usually maintained through voting shares and board composition, supported by reserved matters in the articles and shareholders’ agreement. Economic rights for the next generation can be separated via non‑voting or restricted shares.

How are returns extracted?

The board can declare dividends on specific share classes according to predefined policy. Interest on founders’ loans and share buy‑backs may also be used where appropriate. Personal tax positions of recipients should be considered.

How does an FIC compare with a trust?

They are complementary tools. A FIC offers corporate governance and share‑based control, and a trust offers trustee stewardship and fiduciary discretion. Many families combine them by holding FIC shares in a trust for minors or for asset protection.

What ongoing administration is required?

An FIC should comply with Companies House and accounting rules, hold regular board meetings, maintain statutory registers and proper records. Good governance is essential to the long-term success of the structure.

Key advantages of an FIC

  • Maintained generational control through board and voting rights.
  • The ability to separate control from economic participation via share classes.
  • Bespoke governance and succession rules embedded in the company’s shareholders’ agreement and articles of association.
  • Professionalised investment management and reporting.
  • Capacity to ringfence and compound family capital.
  • Integration with broader estate planning, including trusts for minors.

What to consider – getting the details right

As with any structure, there are important considerations.

The FIC must be operated as a genuine commercial company with proper governance and records.

Tax analysis should be undertaken on funding routes, asset mix, and the profile of intended recipients of distributions.

Any transactions with directors and associated parties have to be within the set rules.

Any drafting must be done with care to not inadvertently change values or oppress any minority shareholder.

Our lawyers will always advise clients to conduct regular reviews to ensure the structure is consistent with the family objectives, regulatory changes and the growing needs of the next generation.

How DMH Stallard can help?

Our private wealth, corporate, and tax solicitors work together to deliver FICs that are robust in law, coherent in governance, and practical in operation.

We focus on achieving the results that matter to your family: control, transparency and longevity.

We tailor the legal architecture to your investment strategy, incorporate succession pathways and work with your financial and professional advisors. Where appropriate, our lawyers will include trusts to provide a joined up solution.

Get in touch for a confidential, no obligation conversation with an expert

Recent work

Services

Services

IHT Planning with an FIC

A client wished to house liquid wealth, generated from a recent business sale, in a Family Investment Company while retaining governance control. The company was capitalised through an interest-free, unsecured, on-demand loan facility of up to £5m from the founder, providing flexibility and the option for the benefit of such loan repayment to be moved out of the client’s taxable estate as part of their IHT planning.

Estate Planning, Wills and Trusts

FAMILY INVESTMENT COMPANY

Succession Planning Using an FIC

A husband and wife wished to pool £4m of liquid wealth in a Family Investment Company while retaining board-level control. We incorporated the FIC with bespoke articles, including permitted-transfer restrictions, compulsory transfers on bankruptcy or family separation, and tag-along and drag-along rights.

Estate Planning, Wills and Trusts

FAMILY INVESTMENT COMPANY

Commercial Property Acquisition

A sole founder wished to acquire a commercial property through an FIC, retaining full board-level control while building in succession planning from the outset. We novated 50 % of the director’s loan to the founder’s adult daughter by way of gift, enabling value to move to the next generation while preserving the company’s obligation to repay and ensuring that repayment remained subject to board approval, keeping control firmly with the founder.

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