• Sale of a business as a going concern – supporting information

    Here's a list of the documents and information we usually need to process a private ruling request or objection about the GST consequences when a business is sold as a going concern. Providing supporting information will reduce the time we take to process your request.

    If you want to apply for a private ruling about the sale of a business as a going concern, you need to:

    • complete and submit the relevant private ruling application form (for tax professionals or not for tax professionals)
    • provide the supporting information listed below.

    If you want to lodge an objection about the sale of a business as a going concern, you need to:

    • complete and submit the relevant objection form (for taxpayers or tax professionals)
    • provide the supporting information listed below.

    Note: Check first whether your question is answered on our website.

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    Supporting information

    Note: If you've previously provided us with any of the information listed below, you do not need to provide it again.

    The information we require for a private ruling or objection about the sale of a business as a going concern includes:

    • details of the business, the structure and if the business is part of a larger enterprise (refer to paragraphs 21-29 and 30-40 of GSTR 2002/5 Goods and services tax: when is a 'supply of a going concern' GST-free?)
    • details of the arrangement under which the business is being sold (refer to paragraphs 19-20 of GSTR 2002/5 Goods and services tax: when is a 'supply of a going concern' GST-free?), including
      • each element of the sale, and to whom and by whom it is being sold
      • the relationship between the purchaser and the seller, for example lessee/lessor
      • the means by which the business is being sold, for example transfer, assignment, sub-contract
    • copies of relevant documents, such as heads of agreement and/or contracts. If final documents are not yet available, provide drafts, or key information that has been agreed to. You will need to advise us if subsequent changes are made
    • details of the seller or sellers of the business (the supplier or vendor), and if supplies are being made by more than one entity, the details of each entity
    • details of the purchaser or purchasers of the business, including if they are registered or required to be registered for GST. If the purchaser is not known, for example, a group member is yet to be named, or a new entity created, provide the name of who you are dealing with (refer to paragraph 184 of GSTR 2002/5)
    • whether all of the things necessary for the continued operation of the business will be sold under the arrangement (refer to paragraphs 72-130 of GSTR 2002/5) – these may include
      • premises (GSTR 2002/5: paragraphs 58-70 and 90-102)
      • plant and equipment (GSTR 2002/5: paragraph 71)
      • licences, permits, quotas or similar statutory authorisations (GSTR 2002/5: paragraphs 103-107)
      • goodwill (GSTR 2002/5: paragraphs 110-114)
      • restrictive covenants (GSTR 2002/5: paragraph 115)
      • intellectual property including copyright, patents, designs and trade names (GSTR 2002/5: paragraph 116)
      • franchises (GSTR 2002/5: paragraphs 117-121)
      • employee skills and knowledge (GSTR 2002/5: paragraphs 122-130).
      • technical know-how, systems and operations manuals and business names
      • trading stock
      • work in progress
      • client/customer lists
      • advertising material
      • fixed assets
      • suppliers
      • rights under contracts – such as lease contracts, contracts of supply to the enterprise, customer contracts
    • if applicable, describe
      • anything that will not be sold under the arrangement and explain why you think those things are not necessary for the continued operation of the enterprise
      • any material assets that you do not think are necessary for the continued operation of the business, but are still being sold under the arrangement
    • whether the seller will carry on, or has carried on, the business until the day of the sale (refer to paragraph 161 of GSTR 2002/5) details of the payment (what, how much) that is being made for the business, or if not yet known, how it will be calculated
    • whether there has been an agreement in writing between the seller and the purchaser that the sale is a supply of a going concern, or whether this will occur before the day of the sale (refer to paragraphs 178-185 of GSTR 2002/5).

    Next steps:

      Last modified: 06 Sep 2017QC 17299