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HMRC internal manual

VAT Transfer of a going concern

HM Revenue & Customs
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What is the transfer of a going concern?: transfer of a business or part of a business

The assets of a business may be transferred in a number of situations. Below are examples of common transfers but the list is not exhaustive:

  • the assets may be bought by another person and the existing business 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 the assets are transferred from one person to another and so may becovered by the TOGC provisions.

When there is the transfer of shares in a limited company from one person to another,the assets still belong to the limited company. Thus there is no change in the ownership of the assets so no supplies to which the TOGC provisions could apply.