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Buying or selling a hospitality business

The VAT, tax and accounts work on buying or selling a pub, restaurant, café or hotel, from the figures a buyer reads to the transfer of a going concern.

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Corner pub on a London street

When the sale of a business carries no VAT on the assets

VAT Notice 700/9 treats the sale as a transfer of a going concern when every one of these holds. If one fails, VAT is charged on the assets in the normal way.

  1. The same kind of businessThe buyer intends to carry on the same kind of business as the seller.700/9 s.2.2.2
  2. The buyer is registered for VATThe buyer is registered, or required to be registered, for VAT at the date of the transfer.700/9 s.2.2.4
  3. No significant break in tradingThe normal trading pattern carries on before and immediately after the transfer.700/9 s.2.2.7
  4. A part sold can trade aloneWhere part of a business is sold, that part is able to operate on its own.700/9 s.2.2.8
  5. The option to tax on the buildingWhere the seller has opted to tax the building, the buyer opts to tax and notifies HMRC in writing by the relevant date.700/9 s.2.3

VAT charged in error on a transfer of a going concern cannot be reclaimed by the buyer. The seller has to cancel the invoice and refund it.

The figures a buyer reads

A buyer looks at takings, gross profit on food and on drink, wages as a share of sales and the rates bill. Accounts that show each of those year by year, with weekly records behind them, answer the buyer's questions before they are asked.

On the buying side, we check those same figures in the seller's accounts and records before you commit.

Capital allowances when you sell

Where a company claimed full expensing on equipment, selling it brings a balancing charge on the disposal value, or half of it for special-rate assets claimed at 50%.

When the seller has opted to tax

Where the seller has opted to tax the property, the buyer has to opt to tax too, notify HMRC in writing no later than the relevant date, and tell the seller that its option will not be disapplied. Without that, VAT is due on the property even when the rest of the sale is a transfer of a going concern.

Questions about buying or selling

Does the buyer pay VAT on the fixtures and stock?

Not where the sale is a transfer of a going concern and every condition is met. VAT must not be charged on the assets transferred. If VAT is charged in error the buyer cannot reclaim it, and the seller has to cancel the invoice and refund the VAT.

What if the building has been opted to tax?

The buyer has to opt to tax the building too, notify HMRC in writing by the relevant date, and tell the seller that its option will not be disapplied. Otherwise VAT is due on the property.

Is there a balancing charge when equipment is sold with the business?

Where a company claimed full expensing, the sale brings a balancing charge on the disposal value of those assets, or half of it for assets claimed at 50%.

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Talk to us before you buy or sell

Send us the heads of terms or the last three years of accounts. We will check the VAT position and the figures a buyer will rely on.