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    TC09562 - [2025] UKFTT 00762 (TC)
    First-tier Tribunal (Tax Chamber)

    TC09562 - [2025] UKFTT 00762 (TC)

    Fecha: 23-May-2025

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    Vista, DOCUMENTO COMPLETO
    • Heading
    • Introduction
    • Key parties
    • Acquisition of the Businesses
    • The SPA and the MSA
    • The Degrouping
    • Procedural background
    • the agreed issues
    • the agreements
    • The SPA
    • The MSA
    • The Side Letter
    • Initial observations on the Agreements and the Side Letter
    • other documents
    • The Prior SPAs
    • The Property Services Agreement
    • The Brand Licence
    • The Accounts
    • The Invoice
    • “ About the matter we have finished checking
    • “Partial closure notice (PCN)
    • The issues – a summary
    • Issue One – applicability of the authorities in relation to statutory construction
    • Conclusion
    • “15 In the task of ascertaining whether a particular statutory provision imposes a charge, or grants an exemption from a charge, the Ramsay approach is generally described – as it is in the statements
    • Issue Two – the scope of the rule prohibiting assignment “in gross”
    • Conclusion
    • Issue Three – ownership of the Businesses following the execution of the Agreements
    • Conclusion
    • No provision in the Agreements for the transfer of the Businesses
    • No provision in the Agreements for the transfer of assets other than Goodwill or the assumption of any liabilities
    • No transfer of employees
    • Did BBUK carry on the Businesses after the Agreements became effective?
    • This meant that the only way that BBUK could carry on the Businesses was through CPW as its agent. In that regard, I do not doubt the fact that it is possible for a company to carry on a business thro
    • Entitlement to the profits of the Businesses
    • Conclusion in relation to the ability to dictate the overall strategy and direction of the Businesses and entitlement to the profits of the Businesses
    • Final observations
    • Conclusion
    • Issue Four – assignment in equity
    • Conclusion
    • Issue Five – not the same asset
    • Conclusion
    • Issue Six – the relevance of the transaction effected by Agreements in the event that Section 179(3) applied
    • Conclusion
    • Issue Seven – the tax consequences of the transaction effected by Agreements in the event that Section 179(3) applied
    • Conclusions

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