All TOGC conditions must be satisfied
Transfer a functioning business, or an independently operable part, for the buyer to continue the same kind of business. A simple asset purchase, different intended business or immediate onward sale does not qualify. The buyer must already be taxable or become taxable immediately through the transfer; GST-group buyers face additional input-credit or asset-history conditions. Qualifying transfers are neither goods nor service supplies and need no separate TOGC approval. This differs from an exempt supply or share sale.
Input tax and handover obligations
Professional transfer costs remain subject to attribution, valid invoices and blocked-credit rules. A limited six-month transitional concession for invoices addressed to the seller requires undertakings, supplier notification, payment evidence and transfer of rights and liabilities. The buyer may need to repay deemed input tax if it changes or intends to change asset use towards exempt supplies within five years; ordinary business fluctuations are distinguished. Both parties must maintain asset descriptions and values and arrange handover of required business records.
Official source
A concise, independent Apex Gateway guide based on the official English source, not a reproduction of the complete document. Consult the original for full conditions, exceptions and subsequent updates.
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