TaxDigit

Author: Amir Rafiei

A Transfer of Going Concern, or TOGC, is an important VAT concept when a business changes hands. Where the conditions are met, the sale of a business can be treated as outside the scope of VAT, so no VAT is charged on the transfer.

Transfer of Going Concern TOGC VAT advice on business sales from TaxDigit

What Is a TOGC?

A Transfer of Going Concern applies when a business, or a distinct part of it, is sold as a going concern and continues to trade under the new owner. Meeting the conditions means the transaction is not treated as a supply for VAT, avoiding an unnecessary VAT charge.

The Key Conditions

For TOGC treatment, the assets must be used by the buyer to carry on the same kind of business, there must be no break in trading, and the buyer must usually be VAT-registered. Special rules apply where property is involved, including the option to tax.

Why It Matters

Getting TOGC treatment wrong can lead to unexpected VAT, cash-flow strain or disputes between buyer and seller, so the conditions should be checked carefully before completion.

How TaxDigit Can Help

Our Guildford-based team helps buyers and sellers confirm whether a Transfer of Going Concern applies. Contact us before your transaction completes.

Transfer of Going Concern: UK-Wide VAT Support

A Transfer of Going Concern is a key VAT issue whenever a business changes hands, and it arises right across the United Kingdom, not just near our Guildford head office. TaxDigit helps buyers and sellers UK-wide confirm whether a sale qualifies as a Transfer of Going Concern so VAT is handled correctly.

Our chartered certified accountants check each TOGC condition, advise on property and option-to-tax points, and make sure the treatment is agreed before completion. We support clients UK-wide, both remotely and from our Guildford office.

Getting a Transfer of Going Concern wrong can be expensive for both sides. If VAT should have been charged but was not, the seller can face an assessment; if it was charged unnecessarily, the buyer may struggle to recover it and could overpay Stamp Duty Land Tax on a property. We pin down the treatment early and document the conditions so the deal completes cleanly.

How we help with a Transfer of Going Concern

  • Reviewing whether the sale meets all the TOGC conditions
  • Advising on property TOGCs and the option to tax
  • Confirming VAT registration requirements for the buyer
  • Documenting the treatment in the sale agreement
  • Coordinating with solicitors so VAT and SDLT align

HMRC explains the rules here: HMRC guidance on transferring a business as a going concern (VAT Notice 700/9).

Frequently Asked Questions

What is a Transfer of Going Concern?
It is the sale of a business as a going concern that, where the conditions are met, is treated as outside the scope of VAT, so no VAT is charged on the transfer.

Does a property sale qualify as a TOGC?
It can, but there are extra conditions around the option to tax and the buyer’s VAT position, so property TOGCs need careful checking.

Can TaxDigit help if I am not based in Guildford?
Yes. We advise on Transfers of Going Concern for clients UK-wide, remotely and from our Guildford office.

Filing a late Corporation Tax return can be a costly mistake for any company. HMRC applies automatic penalties for missed deadlines, and these escalate the longer a return remains outstanding, so understanding the consequences is important.

Late Corporation Tax return penalties and filing advice from TaxDigit accountants

The Penalty Structure

A late Corporation Tax return triggers an immediate penalty as soon as the deadline passes, with a further penalty if the delay continues beyond three months. Returns that are very late attract additional penalties based on a percentage of the tax due, so costs build quickly.

Interest on Late Tax

Penalties for a late return are separate from the tax itself. If the Corporation Tax is also paid late, HMRC charges interest from the due date, adding to the overall cost of falling behind.

Avoiding Penalties

The simplest way to avoid a late Corporation Tax return is good record-keeping and early preparation. Where there is a genuine reasonable excuse for a delay, it may be possible to appeal a penalty.

How TaxDigit Can Help

Our Guildford-based team helps companies stay on top of deadlines and avoid a late Corporation Tax return. Get in touch to keep your filings on track.

Late Corporation Tax Return: UK-Wide Support

A late Corporation Tax return can cost companies right across the United Kingdom, not just those near our Guildford head office. TaxDigit helps companies UK-wide file on time, deal with existing penalties and put systems in place so deadlines are never missed again.

Our chartered certified accountants manage your filing calendar, prepare accurate returns and, where penalties have arisen, help you appeal where there is a reasonable excuse. We support clients UK-wide, both remotely and from our Guildford office.

The penalty for a late Corporation Tax return escalates quickly, from an initial fixed penalty to larger charges and tax-geared penalties once a return is several months overdue. Repeated lateness increases the fixed penalties further. Acting early almost always reduces the damage, so we prioritise bringing any outstanding returns up to date and protecting you from further charges.

How we help with a late Corporation Tax return

  • Bringing overdue Corporation Tax returns up to date quickly
  • Calculating and explaining the penalties that apply
  • Appealing penalties where there is a reasonable excuse
  • Setting up a reliable filing calendar to avoid future lateness
  • Coordinating Companies House and HMRC deadlines together

HMRC explains Company Tax Returns and deadlines here: HMRC guidance on Company Tax Returns.

Frequently Asked Questions

What happens if I file a late Corporation Tax return?
HMRC applies automatic penalties that start with a fixed amount and escalate the longer the return is outstanding, with additional tax-geared penalties once it is more than six months late.

Can late filing penalties be appealed?
Yes, if you have a reasonable excuse you can appeal, and filing the outstanding return promptly helps limit further penalties.

Can TaxDigit help if I am not based in Guildford?
Yes. We help with late Corporation Tax returns for clients UK-wide, remotely and from our Guildford office.

A loan to a participator is a common feature of close companies, but it comes with specific tax rules that owners need to understand. When a close company lends money to a participator, an additional tax charge can arise if the loan is not repaid in time.

Loan to a participator and section 455 close company tax advice from TaxDigit

What Is a Participator?

A participator is broadly someone with a share or interest in the company, typically a shareholder or director. A loan to a participator includes most situations where such a person owes money to the company, including an overdrawn director’s loan account.

The Tax Charge

If a loan to a participator is not repaid within nine months of the company’s year end, the company pays a temporary section 455 charge on the outstanding amount. This is repaid once the loan is cleared, but it can lock up cash until then.

Watch for Bed and Breakfasting

Anti-avoidance rules prevent repaying a loan just before the year end and redrawing it shortly after. Genuine repayments are fine, but artificial ones can be disregarded.

How TaxDigit Can Help

Our Guildford-based team helps directors manage a loan to a participator efficiently and compliantly. Contact us for tailored advice.

Loan to a Participator: UK-Wide Tax Support

A loan to a participator is common in close companies right across the United Kingdom, not just near our Guildford head office. TaxDigit helps close companies UK-wide manage these loans, calculate the section 455 charge and reclaim it correctly when the loan is repaid.

Our chartered certified accountants keep loan accounts accurate, track the key dates and make sure any tax due or reclaimable is handled properly. We support clients UK-wide, both remotely and from our Guildford office.

The section 455 charge on a loan to a participator is effectively a deposit with HMRC: the company pays tax on the outstanding loan, then reclaims it once the loan is repaid or written off. Getting the timing and the reclaim right is essential, because the money can be tied up for a long time if deadlines and forms are missed. We manage this cycle so your cash is not left with HMRC longer than necessary.

How we help with a loan to a participator

  • Identifying loans to participators that fall within the section 455 rules
  • Calculating the section 455 charge and the repayment deadline
  • Reclaiming section 455 tax once the loan is repaid
  • Checking for any benefit-in-kind on the loan
  • Reporting the position correctly on the company tax return

HMRC explains how to reclaim the tax here: HMRC guidance on reclaiming tax on loans to participators (L2P).

Frequently Asked Questions

What is a loan to a participator?
It is a loan from a close company to a participator, such as a shareholder or director. If it is not repaid within nine months and one day of the year end, the company pays a temporary section 455 charge.

Can the section 455 charge be reclaimed?
Yes. Once the loan is repaid, released or written off, the company can reclaim the section 455 tax, subject to HMRC’s time limits and process.

Can TaxDigit help if I am not based in Guildford?
Yes. We advise on loans to participators for clients UK-wide, remotely and from our Guildford office.