Jurisdiction(s):
United Kingdom

Ripe Ltd v HMRC: UK FTT holds licence of client list and data qualifies as intangible fixed asset for corporation tax; HMRC discovery assessments fail for lack of careless loss

Published on: 13 January 2026

Published by a LexisNexis Tax expert

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Article summary

Ripe Ltd v HMRC [2025] UKFTT 1606 (TC)

Mr and Mrs Glazer had been partners at an accountancy practice (GCA). They left GCA in May 2007 intending to establish a new firm with a third individual, Mr Dewani. To operate the new venture, the Glazers set up a limited liability partnership (LLP). Later in 2007, Mr Glazer acquired from GCA a licence to a client list and associated data (the asset). Instead of placing the asset within the LLP, the Glazers incorporated the taxpayer company; Mr Glazer then sold the asset to that company, which subsequently licensed it to the LLP. This structure was said to be required to ring-fence the respective client portfolios of the Glazers and Mr Dewani in case the merger failed. No formal licence agreement existed between the LLP and the company. The company received a licence fee and, later on, a share of the LLP’s profits. It recorded the asset as goodwill, amortised straight-line over ten years, and claimed corporation tax deductions for the 2007/08 to 2016/17 periods. HMRC first queried these deductions in January 2018, opening enquiries into the company’s 2015/16 and 2016/17 returns. HMRC concluded that...

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