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HMRC internal manual

Business Income Manual

Meaning of trade: badges of trade: company formed for the purpose of the transaction

The existence of a registered syndicate, or a company formed solely or mainly for the purpose of the particular transaction, is evidence in favour of trading.

For example, in Californian Copper Syndicate (Limited and Reduced) v Harris [1904] 5TC159 a company was formed, inter alia, to acquire and resell mining property and did in fact buy, develop and sell such property at a profit. The purpose for which it was formed, in conjunction with its actions, was among the factors which led the court to find that the company had traded.

By way of contrast, in Tebrau (Johore) Rubber Syndicate Ltd v Farmer [1910] 5TC658 an opposite conclusion was reached. The court held that although a profit on disposal had been realised there was no evidence that the company had intended make profits from buying and selling, as distinct from developing and working, the plantations.

See also CIR v Toll Property Co Ltd (in liquidation) [1952] 34TC13.