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A TOGC takes place when the assets of any business are transferred from one person (transferor) to another (transferee).

The following are some examples:

• the assets are bought by another person and the existing business ceases to trade
• part of a business (capable of separate operation) is sold to another person
• the existing owner dies or retires and the business assets are taken over by another person
• the assets are transferred to a new legal entity. For example, a sole proprietor becomes a partnership, or a partnership becomes a limited company.

The business may be making taxable and/or exempt supplies and it need not be VAT-registered, but it must be capable of separate operation: in other words, it must be a going concern.

Further guidance on what constitutes a TOGC can be found in VTOGC and further advice in these cases can be sought from the Supply policy team. (External users can access the TOGC manual at ).

Guidance on TOGCs involving divisional registrations is in the Groups and Divisions guidance.

When there is a transfer of shares in a limited company from one person to another, the assets still belong to the limited company. There is no change in the ownership of the assets so there is no TOGC.