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Posted Wed, 25 Dec 2024 21:32:57 GMT by Pravinggg
I am buying a commercial property which is 500,000 plus VAT. I have a business (X) that is not VAT registered and do not intend to register for VAT. So I would like to float a new company ( Y) which will VAT registered. Company X will loan to company Y to fund the purchase. Can company Y reclaim the VAT paid for the purchase ? After the purchase company Y will lease the property to company X. Please advise
Posted Mon, 06 Jan 2025 13:48:19 GMT by Jay Cooke
Short answer, company Y cannot reclaim the VAT unless i) company Y registers for VAT and ii) company Y "opts to tax" the property and iii) rents the property to company X at commercial/market value rents. Opting to tax is irrevocable for 20 years and will mean any future rents or sale will be subject to VAT. Opting to tax requires a specific formal process of notification to HMRC, which can be done at same time as when registering company Y for VAT. In addition, because company X and Y are connected persons (same ownership) and because the value of the purchase is over £250k, then there are anti-avoidance rules that apply where the tenant occupying the property is an exempt or partially exempt business. You don't state what company X does/sells but a business if company X is not registered for VAT but able to lend £500k to company Y, then it suggests company X is an exempt or partially exempt business (but there could be other reasons why company X is not registered for VAT). Opting to tax land and buildings (VAT Notice 742A) explains the option to tax rules and section 13 deals with the anti-avoidance rules. VATVAL07300 explains the rules where a VAT registered seller (company y) makes sales to a connected person (company x) who is not VAT registered and where market value rules apply.
Posted Mon, 06 Jan 2025 23:26:05 GMT by Pravinggg
Dear Jay. Many thanks for prompt response. To make it simple, we are floating a VAT registered real estate company to buy the commercial property and will opt to tax. The real estate company will then lease the property to another new healthcare company which is not VAT registered. The lease plus VAT paid to the real estate company will be according to market rates and arms length transactions. Both the companies have same shareholders. Will this attract anti-avoidance rules ? due to connected persons ?
Posted Tue, 07 Jan 2025 09:43:50 GMT by HMRC Admin 19 Response
Hi,
We cannot be definitive regarding the deduction of VAT as input tax. You can see the guidance here:
Introduction to input tax
In order for VAT to be claimed as input tax for a leased property then an option to tax would be necessary to make the property taxable. Please see below:
The scope of an option to tax
As the property is over £250,000 please see the guidance below:
Scope of the CGS
Thank you.

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