If the immediate tax implications of a Transfer of Business as a Going Concern are well known and considered by all parties involved, there are situations where the subsequent consequences of such a transaction are neglected or insufficiently analyzed during the negotiations or during the actual transfer.
Thus, from the point of view of VAT, if the criteria for qualifying the transaction provided in art. 270, paragraph 7 of the Fiscal Code and the conditions provided by the Norms are fulfilled (to be confirmed by a declaration on own responsibility given by the recipient), the transfer does not constitute a supply of goods and does not fall within the scope of VAT.
BUT the beneficiary takes over the obligations and rights of the transferor with respect to the VAT adjustments for the goods received. To this end, in order to determine possible VAT adjustments arising from post-transfer events, the recipient must receive from the assignor the capital goods register. Among the circumstances giving rise to VAT adjustment obligations or entitlements, the most frequent are the VAT regime (taxation or exemption) for the rental or sale of real estate during the 20-year adjustment period.
From the corporate tax point of view, the recipient will have to determine the tax value of the assets received. According to the accounting regulations, the recognition of the transferred assets in the accounting is made at fair value, as it results from the evaluation performed by an authorized assessor. It should be noted in this context that the goodwill recorded on a business transfer is not fiscally recoverable. In return, the list of clients, provided that they comply with the criteria set out in accounting regulations, can be recognized as an intangible asset to be depreciated over the period of the contracts.
The administrative costs incurred by the transaction (intermediation fees, fees for legal services, audit, evaluation, etc.) are expenses of the period.
To conclude, in order not to alter the tax advantages gained in the course of a business transfer, the long-term implications must be taken into account, by insisting on the obtaining of the capital asset register prepared by the transferor.