Transfers of goodwill and other IP

Produced by a Tolley Corporation Tax expert

Corporation Tax

Guidance

Sales or acquisitions of businesses are likely to include the transfer of intangible fixed assets (IFAs) such as goodwill and / or other intellectual property (IP).

This guidance considers some of the relevant tax issues arising on a transaction structured either as a transfer of trade and assets, or as the sale of shares in a company which owns goodwill or other IFAs.

For a discussion of the tax implications generally of a share sale or an asset sale, see the Tax implications of share sale and the Tax implications of trade and asset sale guidance notes respectively.

For details of the intangibles regime generally, see the Corporate intangibles tax regime - overview guidance note.

What is goodwill?

The accounting definition of IFAs (other than goodwill) is set out in FRS 102, s 18.2 and is ‘an identifiable non-monetary asset without physical substance’. IFAs have a continuing use in the company’s trade.

Goodwill is covered by FRS 102, s 19.22. It is measured at cost and is defined as the excess of the cost of

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