Categories:Business Tax

HMRC: change in policy regarding TOGCs

Following the case of Robinson Family Ltd v HMRC, HM Revenue & Customs have been forced to retreat from their long standing position that the grant of an overriding lease does not amount to a transfer of a going concern.

The case of Robinson Family Ltd v HMRC has determined that for VAT purposes a TOGC did occur when the claimant sold, by way of a sub-lease, its interest in property. The key points of the case are:

  • The court must look at the substance rather than the form of the transaction.
  • Where the transferee is effectively carrying on exactly the same business as the transferor then prima facie, the TOGC provisions should apply.

Professional advisers have been arguing that HMRC have been getting this point wrong for years. It is generally thought that their stubborn stance has been born out of a fear of increased VAT avoidance. Given the wealth of anti-avoidance legislation and case law it is difficult to understand exactly what they were scared of…

If you are registered and logged in to the site, click on the link below to read the rest of the Nabarro briefing. If not, please register or sign in with your details below.

Click on the link above to download briefing.

Sign in or Register to continue reading this article

Sign in


It's quick, easy and free!

It takes just 5 minutes to register. Answer a few simple questions and once completed you’ll have instant access.

Register now

Why register to The Lawyer


Industry insight

In-depth, expert analysis into the stories behind the headlines from our leading team of journalists.


Market intelligence

Identify the major players and business opportunities within a particular region through our series of free, special reports.


Email newsletters

Receive your pick of The Lawyer's daily and weekly email newsletters, tailored by practice area, region and job function.

More relevant to you

To continue providing the best analysis, insight and news across the legal market we are collecting some information about who you are, what you do and where you work to improve The Lawyer and make it more relevant to you.

Analysis from The Lawyer

View more analysis from The Lawyer


Lacon House
84 Theobald's Road

Turnover (£m): 116.70
No. of lawyers: 405