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HMRC internal manual

Business Income Manual

HM Revenue & Customs
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Meaning of trade: badges of trade: modification of the asset

What happens to the asset pending resale may be a relevant factor. There may be modifications to the asset by way of processing or manufacture, or some kind of adaptation to make it more readily marketable. All these actions are typical of trading activities.

For example, in CIR v Livingston and Others [1926] 11TC538 a sea vessel was purchased as a joint venture by three individuals. The Lord President stated, at pages 542 and 543:

‘The Respondents began by getting together a capital stock sufficient (1) to buy a second-hand vessel, and (2) to convert her into a marketable drifter. They bought the vessel and caused it to be converted at their expense with that object in view, and they successfully put her on the market. From beginning to end, these operations seem to me to be the same as those which characterise the trade of converting and refitting second-hand articles for sale… The profit made by the venture arose, not from the mere appreciation of the capital value of an isolated purchase for resale, but from the expenditure on the subject purchased of money laid out upon it for the purpose of making it marketable at a profit. That seems to me of the very essence of trade.’

Breaking down of assets into smaller lots

Similarly, the breaking down of assets into smaller lots to facilitate a sale may be a pointer to a trading motive, as in Edwards v Bairstow & Harrison [1955] 36TC207 - see BIM20075.

For example, in Cape Brandy Syndicate v CIR [1921] 12TC358 the work on a large quantity of Cape brandy to ship it to the UK, blend it expertly with French brandy, re-cask it and sell it in numerous lots was all part of the evidence on which the Commissioners were entitled to find that a trade was carried on.

Expenditure on an asset after purchase and before sale

Expenditure on an asset after purchase and before sale is not always strong evidence of a trading motive. You must have regard to the nature and scale of the expenditure.

For example, insurance against loss, normal maintenance to prevent deterioration, or the cost of repairing some fault, which prevents the asset carrying out its normal function, may have little or no relevance when considering a question of trading. This sort of expenditure is the type that any owner would incur. They are not coloured with a strong trading character.

No modifications to the asset

If an asset does not need any modification or other work, then absence of any modification etc is neutral.