This Practice Note is about the issues that arise on a transfer of a going concern involving land and buildings.

A transfer of a going concern (TOGC) has two distinct meanings for VAT purposes:

1. •

   an ordinary meaning, referring simply to the disposal of an ongoing business—this is relevant, in particular, to the VAT registration position of the buyer, and

2. •

   a transfer that is treated as a non-supply for VAT purposes, so that in particular no VAT is due on it

Both are often referred to as a TOGC, but for the remainder of this Practice Note this term is reserved for the second of these meanings, to refer to a non-supply.

There are three main ways in which property might be the subject of, or included in, a TOGC:

1. •

   a transfer of a non-property business where property is simply among the assets being transferred—an example might be the sale of a retail business or restaurant

2. •

   a transfer of an investment property—a business of property letting, or

3. •

   a