Transfers of going concerns (TOGC): successive TOGCs
Where there are two (or more) transfers of a business within a 12-month period it is likely that the second and any subsequent transferee will have to include all the relevant turnover from the preceding 12 months from his predecessors when determining whether and when to register.
A transfers his business to B who registers for VAT following the transfer. B operates the business for five months and then transfers the business to C. To determine whether he has a liability to register, C must consider:
- B’s turnover for the five months during which he was trading, and
- A’s turnover in the seven months before the transfer to B.
Where the transferee of a business has an EDR which pre-dates the TOGC then, as there is no need to determine whether the transferee is liable to register for VAT, the provisions of VAT Act 1994, Section 49(1)(a) do not apply. This means that, for VAT registration purposes, the transferee is not seen as having carried on the business prior to the transfer, so none of the transferor’s relevant turnover is deemed to be that of the transferee. This may have a consequential effect on any subsequent TOGC.
In the example above, if B was already registered for VAT at the time that A transferred his business, C would only have to consider B’s turnover for the 5-month period to determine his liability to register. This is because B’s liability to register was not determined by A’s and B is not seen as having carried on A’s business prior to the transfer.