Summary and implications
In the case of Staatssecretaris van Financiën v X BV, the European Court of Justice (the ECJ) made a preliminary ruling that:
- a sale of shares on their own cannot be a transfer of a going concern (TOGC);
- this applies regardless of the size of the shareholding; and
- the only instance where a sale of shares can be a TOGC is if the shareholding is part of an independent unit allowing an independent economic activity, for instance share trading, to be carried on and the transferee carries out that independent economic activity.
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The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
