Tax implications of trade and asset sales

Produced by a Tolley Corporation Tax expert

Corporation Tax

Guidance

A business can be sold either by selling the shares in the company that runs it (a share sale) or by that company setting the trade and assets directly (an asset sale). See the Comparison of share sale and trade and asset sale for an overview of the main tax differences in these two sale structures.

A trade and assets sale may involve the disposal of specified assets, and possibly the assumption of certain liabilities, along with a trade. The tax implications of the transaction will depend on the specific items being transferred, since there is a series of separate disposals of the various assets involved. This could involve the following:

•
premises such as office buildings or factories
•
trading stock
•
plant or machinery
•
other assets held on capital account
•
intangible fixed assets, such as intellectual property (patents, know-how, etc) and goodwill
•
debtors and cash

The consideration specified in the sale and purchase agreement (SPA) will usually be for the acquisition of the business as a whole.

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