Transfer of a going concern: consequences of transfer of VAT number

Mr Stringfellow transferred his business (and his VAT registration) to a limited company in 1986. The company was dissolved in 2000. In 2008 Mr Stringfellow made a claim for repayment of output tax overpaid prior to the transfer in 1986. He argued that since he had not in 1986 known about the right to claim, he could not have transferred that right to the company when transferring his business as a going concern. In his view, if he did not expressly transfer the right, he retained it for himself.

The First-tier Tribunal agreed with HMRC that all rights and liabilities, whether known about or not at the time, accompany a transfer of a going concern, unless expressly excluded from the transfer. That was particularly so in the case of VAT rights and liabilities, in view of what is now VAT Regulations 1995, Reg 6.
The right to make this claim therefore belonged to the company until its dissolution and to the Crown thereafter.


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