Commentary

V2.226 Business transferred as a going concern (TOGC)

Part V2 Registration – deregistration

V2.226 Business transferred as a going concern (TOGC)

V2.226 Business transferred as a going concern (TOGC)

The paragraph looks at the transfer of a business as a going concern (TOGC).

The disposition of a business as a going concern is a supply made in the course or furtherance of business. So is the disposition of the assets or liabilities of a business1.

This paragraph considers:

  1.  

    •     the consequences of a transfer of a going concern

  2.  

    •     the meaning of 'going concern'

  3.  

    •     the conditions attached to the 'de-supply' of the transfer of a going concern

  4.  

    •     TOGCs in particular circumstances – including property rental businesses and transfers into and out of VAT groups

For an overview of VAT and business more broadly, see V2.201B.

TOGC—consequences

Whether a business is transferred as a going concern is important as it has several potential consequences for VAT purposes. The major consequences are set out below.

Potential de-supply

Where a TOGC fulfils certain conditions (ie those set out in SI 1995/1268, arts 5(1)–(3)) the supply of goodwill, premises, plant, stock, etc by the vendor is 'de-supplied'. As such, it is treated as neither a supply of goods nor a supply of services and is outside the scope of VAT. These de-supply conditions are examined further below.

This de-supply must be carefully considered by the transferee of a business. Since input tax credit is confined to the tax chargeable on a supply (see V3.421), it follows that any tax erroneously charged on such a supply does not give rise to input tax credit by the purchaser. For an example,

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