
Tax for retail
Tax law is a major consideration for all retail businesses. Getting the right tax result is a vital part of managing returns and avoiding pitfalls which could lead to increased tax, penalties or enquiries from HM Revenue and Customs.
By applying a practical and tailored approach to tax issues, we can provide our clients with workable commercial solutions and clear guidance on complex and ever-increasing tax legislation. Our advice is fully integrated with our corporate, property and employment teams to advise on tax issues raised by commercial deals.
What we do
- Advise over 100 national and international clients – including major national retailers.
- Real estate – we advise on structuring and transactional tax on a range of property transactions for retailers, investors, developers and local authorities, ranging from day-to-day property tax advice (e.g. freehold disposals, leases, lease renewals etc.) to more bespoke tax advice on particular transactions, especially in relation to VAT and SDLT issues.
- Corporate - we advise on corporate acquisitions and mergers, including trade sales and private equity-backed transactions. We’re comfortable working on a disposal for an owner-managed business through to acquisitions for a large corporate group, and whether backed with W&I insurance or not. We also advise on vendor tax planning on UK share disposals in the SME sector, and work closely with our corporate teams across all our offices.
- Employee share schemes – we provide tax advice and legal drafting and have a depth of experience on Enterprise Management Incentive Schemes, including bespoke and complex legal drafting around performance conditions and vesting arrangements. We also advise on Company Share Option Plans and unapproved share option schemes.
Featured experience
Multinational luxury brands retail group
Advising a multinational luxury brands retail group on its corporate acquisition of an online beauty retail business for an undisclosed sum, working with the client (based in mainland Europe) on the tax aspects of the legal documents, and the scope of tax-related warranty and indemnity insurance which was being sought on the deal.
UK national retailer
Advising a UK national retailer on VAT and SDLT issues on a complex redevelopment project of a flagship London store, involving short-term leases to allow for the redevelopment, and a longer-term lease for the client to take up its new premises at the store.
Related expertise
Key contacts

Andrew Noble
Partner

Beth Dowson
Legal Director

Rebecca Burge
Senior Associate

Christian Burchardt
Associate
Testimonials
Delivers comprehensive advice on taxes related to property, national and cross-border M&A. Noteworthy expertise in handling VAT and SDLT matters. Frequently provides tax advice on employee and management share incentives.
The Browne Jacobson team has always been very responsive when we have had UK corporation tax queries in connection with property matters. They explain difficult issues in a clear and concise manner enabling decisions to be made with confidence.
The whole team is responsive – there is always someone there to assist or ensure that the query is passed quickly to the relevant team, and we have been pleased not to have been inundated with compliance paperwork for every instruction given.
You may be interested in...
Press Release
Browne Jacobson advise Cubo on investment to support expansion
Legal Update
Pitfalls for retailers to avoid when offering access to ‘buy now, pay later’ products
Published Article
What are freeports and what benefits could they offer?
Opinion
Supreme court rules on retail tenant's service charge bill
Guide
FAQs - converting to academy status
Published Article
Consumer duty part 3 - 'The drill-down' into the 'cross-cutting' rules
Press Release
Browne Jacobson’s retail lawyers advise Wilko on its strategic £48m sale and leaseback of Nottinghamshire distribution centre to DHL
National law firm Browne Jacobson has advised long standing retail client, Wilko on the sale and leaseback of its Nottinghamshire distribution centre in Worksop to logistics specialist DHL for £48m.
Legal Update
Beauty Industry - Plastic Packaging Tax
The war on plastic is being taken to a new level, and businesses that don’t consider sourcing recycled packaging materials could face costly implications.
Legal Update
Is this the end for free returns?
Earlier in the year a number of fashion retailers, boldly announced the introduction of a charging fee for returning any product purchased via their online store. Yet, despite this commercial, and perhaps somewhat controversial decision, at least one major fashion giant that adopted this approach has recorded ‘historic highs’ in its September profits. Browne Jacobson partner, Cat Driscoll who heads up the firm’s commercial team in Manchester and is also head of its Fashion & Beauty sector discusses whether this change has put the average consumer off and whether the days of free returns are long gone.
Published Article
AI generated designs on retail products
Every AI will have its own terms of use. DALL·E 2’s Terms of Use dated 3 November 2022 specify that as between a user and Open AI, a user owns their prompts and uploads. Open AI also assigns to the user all rights in any images generated by DALL·E 2 for that user (subject to the user complying with those Terms of Use, and to a licence to use inputs and output to develop and improve the services).
Published Article
Consumer duty part 2 - 'The drill-down' into the 'cross-cutting' rules
Opinion
Don't look down
An engineering company in Tyne and Wear was fined £20,000 after a worker fractured his pelvis and suffered internal injuries after falling through a petrol station forecourt canopy, whilst he was replacing the guttering.
Published Article
Luxury brands and sustainability – The challenges and solutions
Legal Update
W (No.3) GP (Nominee A ) Ltd and another v J D Sports Fashion Plc (Nottingham County Court, 22 October 2021)
The County Court refuses the landlord’s request to include a turnover rent in a statutory lease renewal.
Legal Update
Macey v Pizza Express (Restaurants) Ltd [2021] EWHC 2847 (Ch)
A landlord did not demonstrate the requisite intention required to oppose a statutory lease renewal underground (g).
Legal Update
Stonecrest Marble Ltd v Shepherds Bush Housing Association Ltd [2021] EWHC 2621 (Ch)
Where a lease provides a comprehensive scheme of repair and insurance, the court will not imply terms to cover any gaps in that scheme.
Legal Update
Once, twice, three times a phoenix
Schedule 13 of the Finance Act 2020 has introduced new provisions empowering HMRC to issue a Joint Liability Notice on individuals for amounts payable by a company (including an LLP) to HMRC.
Legal Update
Extending Covid-19 support – how to avoid the pitfalls
Throughout the pandemic, many businesses have made good use of the HMRC-administered Covid-19 relief schemes. Such support has helped them survive the difficult economic conditions and manage staffing and revenue issues as a result of the strict lockdown rules.
Legal Update
Analysis: Six key aspects of the Budget 2021
Yesterday the Chancellor outlined the much-anticipated budget for 2021 which set out a financial recovery roadmap to coincide with the easing of Lockdown 3.0 over coming months.
Training
Private sector development club - 3 February 2021
Catch up on our Private Sector Development Club on-demand video where we covered a variety of topics including managing construction projects during a global pandemic, tax and planning.
Legal Update
Sara & Hossein Asset Holding Ltd v Blacks Outdoor Retail Ltd [2020] EWCA Civ 1521
A landlord’s service charge certificate was conclusive as to the sums payable by a tenant under a lease.
Legal Update
Temporary VAT cuts and deferrals
The government announced on 24 September 2020 that the temporary 5% reduced rate of VAT for the tourism and hospitality sectors has been extended to the end of March 2021.
Legal Update
Recent changes to HMRC's policy on VAT and contract termination payments
On 2 September HMRC announced a change in its policy on the VAT treatment of compensation and damages payments in the context of early contract termination.
Legal Update
VAT reform proposals for the public sector - government departments, NHS and some other public bodies
The Treasury is looking to simplify and extend VAT recovery for ‘section 41’ organisations, the consultation remains open until 18 November 2020.
Opinion
Can employees bring a claim when they are in breach of their contract?
Can an employee, who has been in breach of their contract in the past, successfully bring a claim for breach of contract by their employer following their dismissal?
Training
Top 10 Tips for IR35, with Ian Deakin and James Tait
With IR35 changes moving ever closer, this webinar will take you through the changes and give you clear advice on how to get ready.
Training
IR35 Tax update - hear from Andrew Noble
Andrew discusses changes to IR35 tax rules which are due to be implemented in April 2020
Training
IR35: If it walks like a duck...
In the UK, a great number of organisations engage self-employed IR35 contractors to complete work on their behalf
Published Article
Business ready for no deal Brexit?
On 31 October 2019, the UK could leave the EU without a signed withdrawal agreement. Read here for key points your business should consider.
Press Release
Browne Jacobson lead adviser on nmcn plc’s acquisition of Lintott Environmental Technologies and its wholly owned subsidiary, Lintott Control Systems
Browne Jacobson’s Manchester team has advised nmcn, the national provider of design, offsite manufacturing and construction services in the water sector, on its acquisition of water treatment system manufacturer Lintott Environmental Technologies and its wholly owned subsidiary, Lintott Control Systems (LCS).
Guide
An introduction to EIS and SEIS tax efficient investing
Where a start-up or SME company is looking for external investment, and one or more individuals are looking for investment opportunities which can provide significant tax advantages, it is well worth considering the Enterprise Investment Scheme (“EIS”) or the Seed Enterprise Investment Scheme (“SEIS”).
Guide
An introduction to EMI share options
Share options granted under the Enterprise Management Incentive Scheme (usually referred to as EMI options) are a popular choice for SME and start-up companies who want to reward and incentivise employees in alternative ways to simply paying them more amounts of cash.
Training
Hear from Paul Ray on the latest industry developments
Our banking & finance partners, Paul Ray and Jonathan Edwards, give an update on an important legal development that has been proposed in the finance sector.
Legal Update
Entrepreneurs Relief from CGT: changes to the 'personal company' tests on share sales
When individual employees or directors sell shares in a trading company, or a holding company of a trading group, they may be able to claim entrepreneurs relief ('ER') from CGT on the sale of their shares in that company.