How to lodge
To apply for a private ruling about the sale of a business as a going concern:
- complete and submit a private ruling application form
- provide the supporting information listed below.
To lodge an objection about the sale of a business as a going concern:
- complete and submit the relevant form
- provide the supporting information listed below.
Check first whether your question is answered in Selling a business as a going concern.
Supporting information
Providing this information up front will reduce delays.
If you've previously given us any of the information listed below, you don't need to resend it.
The information we require for a private ruling or objection about the sale of a business as a going concern includes:
- details of the business, the structure and if the business is part of a larger enterprise (refer to paragraphs 21-29 and 30-40 of GSTR 2002/5 Goods and services tax: when is a 'supply of a going concern' GST-free?)
- details of the arrangement under which the business is being sold (refer to paragraphs 19-20 of GSTR 2002/5 Goods and services tax: when is a 'supply of a going concern' GST-free?), including
- each element of the sale, and to whom and by whom it is being sold
- the relationship between the purchaser and the seller – for example lessee/lessor
- the means by which the business is being sold – for example, transfer, assignment, sub-contract
- copies of relevant documents, such as heads of agreement and/or contracts. If final documents are not yet available, provide drafts, or key information that has been agreed to. You will need to advise us if subsequent changes are made
- details of the seller or sellers of the business (the supplier or vendor), and if supplies are being made by more than one entity, the details of each entity
- details of the purchaser or purchasers of the business, including if they are registered or required to be registered for GST. If the purchaser is not known, for example, a group member is yet to be named, or a new entity created, provide the name of who you are dealing with (refer to paragraph 184 of GSTR 2002/5)
- whether all of the things necessary for the continued operation of the business will be sold under the arrangement (refer to paragraphs 72-130 of GSTR 2002/5) – these may include
- premises (GSTR 2002/5: paragraphs 58-70 and 90-102)
- plant and equipment (GSTR 2002/5: paragraph 71)
- licences, permits, quotas or similar statutory authorisations (GSTR 2002/5: paragraphs 103-107)
- goodwill (GSTR 2002/5: paragraphs 110-114)
- restrictive covenants (GSTR 2002/5: paragraph 115)
- intellectual property including copyright, patents, designs and trade names (GSTR 2002/5: paragraph 116)
- franchises (GSTR 2002/5: paragraphs 117-121)
- employee skills and knowledge (GSTR 2002/5: paragraphs 122-130).
- technical know-how, systems and operations manuals and business names
- trading stock
- work in progress
- client/customer lists
- advertising material
- fixed assets
- suppliers
- rights under contracts – such as lease contracts, contracts of supply to the enterprise, customer contracts
- if applicable, describe
- anything that will not be sold under the arrangement and explain why you think those things are not necessary for the continued operation of the enterprise
- any material assets that you do not think are necessary for the continued operation of the business, but are still being sold under the arrangement
- whether the seller will carry on, or has carried on, the business until the day of the sale (refer to paragraph 161 of GSTR 2002/5) details of the payment (what, how much) that is being made for the business, or if not yet known, how it will be calculated
- whether there has been an agreement in writing between the seller and the purchaser that the sale is a supply of a going concern, or whether this will occur before the day of the sale (refer to paragraphs 178-185 of GSTR 2002/5).