2. Agenda
• Introduction
• Form of Merger
• Land & property
• General matters
• Questions
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3. Options prior to merger?
• Collaboration on projects?
• Informal sharing of resources?
• Established Cost Sharing Group – the VAT structure
• Funding applications for grants to support merger costs
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4. Mergers – Form of Merger
• Before and After – new legal entity?
• Is there a Transfer of a Going Concern (“TOGC”)?
• Any historic VAT liabilities - Due Diligence?
• Is a new VAT registration needed - consider VAT grouping
• Effect on any existing HMRC agreements such as partial exemption
special method, use of special schemes, VAT return stagger
• Consistency of treatment on VAT between merging organisations
• Pre merger sharing of costs, inter-company charges etc
• Abortive Costs
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5. Mergers – Land & Property
• Need to identify opted property & acquirer needs to Opt to
tax
• Notify HMRC of Option to tax before the transfer if TOGC
• Potential change of use of qualifying buildings
• Use/sale of redundant assets
• Capital Goods Scheme implications
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6. Mergers - General Issues
• New systems – VAT compliant
• Business/Non-business method
• New partial exemption method approved by HMRC
• Change of VAT number
• Deregistration of previous entities
– Final partial exemption & CGS calculation
• Recovery of input tax on merger costs
• Update any RRF & ZR certificates
• Staff training
• Practical implications – feedback?
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9. We make every effort to ensure that the information contained
in these slides is accurate as at the date of the event in which
they formed the basis of the presentation.
This presentation is for discussion purposes only and does not
contain general or specific advice.
Please seek appropriate advice before making any financial
decisions.
(c) 2015 Centurion VAT Specialists Ltd
