Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Goodwill definition

What does Goodwill mean? Goodwill describes the commercial advantage of a business’s reputation, customer relationships, brand and other intangibles that attract custom and future profits. In legal practice (M&A, insolvency, IP and disputes), it denotes this economic value, separate from identifiable assets such as contracts or registered IP. Courts in the UK and Ireland recognise goodwill—often described as the “attractive force that brings in custom”—and protect it in passing off and related trade mark claims. As a property right, goodwill usually passes with a business sold as a going concern and cannot be assigned on its own. For accounting and deal purposes, “accounting goodwill” arises...

UK corporate asset sales: tax on trading stock, CGT and IFA assets, capital allowances/fixtures/SBA, VAT TOGC, deferred consideration, and SDLT/LBTT/LTT

Published by a LexisNexis Tax expert

Practice notes

The sale of a company's business can be structured as either:

a disposal of the business assets held by the current owner, including goodwill (an asset sale); or
a sale of shares where the business is operated through a company (a share sale)

The decision between an asset sale and a share sale is driven by tax and non-tax factors. See Practice Note: Share sale or asset sale—tax considerations for a summary of the differing tax advantages and disadvantages associated with each route. This Practice Note sets out the principal tax points for the sale of assets by a corporate seller to a corporate buyer, where both are within the charge to UK corporation tax.

Where a business is transferred, the asset purchase agreement typically includes specific contractual terms to ensure, so far as practicable, that the transaction is treated as a transfer of a business rather than merely a transfer of assets; see Precedent: Asset purchase agreement—pro-buyer—corporate seller—conditional—long form and the related drafting notes...

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Emma Perez

Squire Patton Boggs

Emma Perez's practice includes advising on a wide range of taxation issues relating to private mergers and acquisitions, company reorganisations and private equity transactions. In addition, Emma regularly advises on employment tax and employee benefits, and the drafting and implementation of a variety of equity-based employee incentive arrangements. Representative experience: Acting for UK companies and private equity funds on the tax aspects of corporate acquisitions and disposals, as well as the tax efficient structuring of such transactions. Providing pre-sale tax planning for vendors of private companies. Acting for companies on the implementation and operation of employee share incentive schemes. Advising on the tax-efficient restructuring of corporate groups....

Web page updated on 22/05/2026

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