The questioner is a Danish branch of a company established in another EU country. The questioner has transferred a business area to a Danish branch of another company, established in another EU country. The transfer included intangible and tangible assets relating to the business area in question. These assets were not sufficient for the buyer to continue the business at the time of closing (the time of the legal handover). In connection with the transfer agreement, the Requester therefore undertook, for a period of up to 12 months, to deliver certain services that were necessary for the transition of the business (TSA services), so that the buyer could deliver X services for the customer relationships that were transferred as part of the transfer agreement. It was a condition for the implementation of the transfer agreement, that an agreement was entered into for the delivery of these services. After the transfer and the expiry of the transition period of 12 months, the Questioner could no longer carry out the activity carried out by the business area that was transferred.
The Tax Council assessed that the transfer could only be considered finally completed after the end of the transition period of 12 months during which the Questioner had to provide the TSA services. The temporary delivery of the TSA services, which were necessary for the buyer to continue the activity, did not mean, in the Tax Council’s view, that the Questioner should be considered to continue the business that was transferred.
The Tax Council confirmed that Spøger’s transfer of the business area had to be considered a partial business transfer covered by Section 4, subsection of the VAT Act. 5.
Source: skat.dk
