Jurisdiction(s):
United Kingdom

UK tax treatment of mid-completion unwinds of asset/business sales: corporation tax, VAT/TOGC, employment costs, SDLT/LBTT/LTT, set-off and termination payments

Published by a LexisNexis Tax expert

Practice notes

Business

In periods of economic unpredictability (eg arising from high inflation and/or wider instability), organisations frequently cut costs. This can involve shedding contractual obligations and resolving legal disputes, but also purchasers seeking to withdraw from deals—for example, where a business or asset acquisition that seemed compelling to a buyer a couple of years or even months earlier becomes far less attractive. Yet unpicking an acquisition is rarely straightforward and, if not managed with care, can produce unforeseen tax consequences. This Practice Note outlines the tax issues that may emerge where a business or asset sale is unwound after signing and after certain assets and liabilities have already been transferred. It proceeds on the assumption that the buyer and seller are unconnected, are both UK tax resident, and are large corporate entities. For detail on the tax considerations relevant to undoing a share sale, see Practice Note: Unwinding a share sale—key tax consequences. For discussion of tax considerations relevant to an asset sale—many of which also apply when reversing an asset sale—see Practice Note: Key tax considerations in an asset sale. The scope is confined to business or asset sales under those parameters, with separate guidance signposted for share disposals elsewhere...

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Eloise Walker

Pinsent Masons

Eloise qualified as a solicitor in 2000. After a decade at Linklaters (1998-2008), Eloise joined Pinsent Masons in 2008 as a partner where she currently heads up the Global Corporate Tax practice. Specialising in corporate tax, finance and investment funds, her areas of expertise include UK and cross-border acquisitions and re-constructions, corporate finance and joint ventures. Her practice also includes tax structuring for onshore and offshore establishments with a focus on cross-border issues.She has acted for a wide range of household names in the corporate and financial spheres, and authored articles for various top-tier publications (including the Tax Journal and PLI).Eloise has been recognised year-on-year by the legal directories as a notable practitioner in her field. She is a previous winner in the Tax Journal's "40 under 40" for 2011/2012, and is currently a member of the Tax Journal Editorial Board....

Web page updated on 22/05/2026

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