Does anyone out there know much about ToGC (transfer of a going concern)? Are there any advantages/disadvantages of ToGC, compared to a simple supply of business assets, for the following situation? :-
Current position: Sole-trader, supplies services (not goods), VAT-registered (partially-exempt) although trading below de-registration limit for last few years. Business assets comprise of equipment (computer/printer/fax, all several years old now) plus some stationery (paper/pens/postage stamps etc).
Proposed position in future: Trade through limited company, company currently NOT VAT-registered & to continue as NOT VAT-registered (turnover below limit even including new business being taken).
On reading VAT Notice 700/9, it appears that:-
(A) If register the company for VAT beforehand, then a transfer of business assets will be a ToGC (and then subsequently de-register company, being below de-reg limit);
(B) If don't register the company for VAT, then a transfer of business assets cannot be a ToGC (per section 2.3.4 of Notice 700/9), so it's a normal supply & therefore the sole-trader needs to charge VAT on the transfer of business assets (which the ltd co cannot then reclaim as input VAT);
(C) If don't register the company for VAT, and also de-register the sole-trader the day before transfer of business assets, then again cannot be a ToGC but now should not (cannot!) charge VAT on the transfer of business assets...?
Are the above comments correct? If so, any thoughts on which way forward is best?
Also, as a novel idea, what happens if the sole-trader business is just closed and the business assets aren't transferred to the limited co? I mean, what happens in the sole-trader's accounts in respect of the business assets? (Are they 'sold' to the business owner personally, at some notional price?)
Finally, are there any rules for placing a price on the business assets when transferred, if the sole-trader and the limited co are linked? For instance, can the assets be sold for just 1? (they're probably worth well under 1000 anyway...)
Thanks for anyone's input....................