HMRC internal manual

VAT Transfer of a going concern

VTOGC2100 - What is the transfer of a business as a going concern for VAT purposes?: Characteristics of a going concern

You should check the other guidance available on GOV.UK from HMRC as Brexit updates to those pages are being prioritised before manuals.

Assets of a business may be a TOGC in a number of situations. For example:

  • the assets may be bought by another person and the seller may cease to trade;
  • the existing owner may die or retire and the business assets be taken over by another person;
  • part of an existing business may be sold to another person; and
  • the assets may be transferred to a new legal entity, e.g. a sole proprietor may take on a partner.

In all these cases, regardless of whether there is a consideration, the assets are transferred from one person to another and so may be covered by the TOGC provisions and will be done in the course of furtherance of the seller’s business (Section 94(6) VATA94). Note that the disposal or transfer of shares in a company is not in itself, a TOGC (see VTOGC3100).