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HMRC Toughen Stance on VAT on Business Sales

It is well known that when a business passes from one VAT-registered trader to another who continues it, the transfer will normally be a ‘transfer of a going concern’ (TOGC) and no VAT is payable on the sale.

The treatment also applies where the purchaser must become registered for VAT in order to carry on the business, so HM Revenue and Customs have normally accepted as a TOGC the situation in which the buyer has applied to be registered for VAT before completion but a VAT registration number is not allocated until afterwards. Strictly, however, the purchaser should have a VAT number before TOGC treatment is allowable.

However, it has recently been reported that HMRC are increasingly adopting the ‘strict’ approach and denying TOGC treatment where the purchaser is not formally VAT registered on completion.

This can cause considerable cash flow problems, as the VAT which must then be charged represents a substantial sum and takes time to recover. However, the situation is actually even worse than that, as where VAT is charged on a sale of a property, the Stamp Duty Land Tax (SDLT) will be charged on the ‘VAT inclusive’ price: SDLT is not recoverable.

To make sure you do not fall into any unexpected tax traps on the purchase or sale of a business, contact Tim Roberts on 01908 689313 or email troberts@geoffreyleaver.com for advice.

Partner Note

Reported in Brass Tax, November 2015.