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Rollover relief: HMRC out for a duck

Posted on 15 November 2019

Rollover relief: HMRC out for a duck

In Leeds Cricket Football & Athletic Co [2019] TC 07362, the Tribunal considered how goodwill may qualify for CGT "rollover relief".

Rollover relief allows the applicant to delay paying CGT on the disposal of an original business asset until it disposes of qualifying replacement business assets bought in the period one year before, to three years after, selling the original asset.

In this case, the Club sold its freehold cricket ground, and transferred client details and assigned the benefit of relevant agreements with third parties, (together, the original assets) to Yorkshire County Cricket Club. The Club then took a licence from the buyer to carry on hospitality, catering and advertising at the grounds (the replacement asset). The Club claimed rollover relief to defer paying CGT on the sale.

The issues at hand were: (a) whether the ground and goodwill constituted a business; and (b) if so, whether the goodwill was effectively part of the land.

The Tribunal concluded on the facts that there was a business, and the goodwill was attached to it. It also considered that splitting goodwill into that which is inherent (land-based) goodwill and separate (non-land based) goodwill was "an artificial exercise lacking useful purpose".

The decision may be helpful for a seller wishing to defer CGT. It may also be helpful to a purchaser wanting to attribute part of consideration to (non-land related) goodwill, which should not attract SDLT.

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