UK asset sale tax due diligence checklist: key questions on trading stock, intangibles (IFA), capital allowances and fixtures, VAT/TOGC, and SDLT/LBTT/LTT

Published by a LexisNexis Tax expert

Checklists

This Checklist offers a series of prompts that may help in assessing the tax consequences of an asset sale. It should be read together with Practice Note: Key tax considerations in an asset sale. For further detail on pre-contract enquiries, see also Practice Notes: Capital allowances on property sales—pre-contract enquiries and Commercial Property Standard Enquiries—CPSE (the CPSEs, compiled by members of the London Property Support Lawyers Group and endorsed by the British Property Federation, set out standard questions relevant to a sale of commercial real estate)...

Key tax considerations in an asset sale

General questions

What is the status of the parties: companies, individuals or other entities, for example a partnership, trust or charity?
Are there multiple sellers?
Are there multiple buyers?
Does the seller hold both legal and beneficial ownership of the assets?
On actual completion, will the buyer obtain legal and beneficial ownership of the assets?
Are the parties connected with one another for tax purposes?
If any party is a company, is that party within the charge to UK corporation tax?
If any party is an individual or another entity, is it within the UK tax net?...

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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 20/05/2026

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