“10.2. Assets sufficient for the business The assets owned by the Target together with the services and facilities to which it has a contractual right comprise all the assets, services and facilities necessary for the carrying on of the business of the Target as now carried on.”
“1. ‘Taxable person’ shall mean any person who, independently, carries out in any place any economic activity, whatever the purpose or results of that activity.”
“(1) Subject to the following provisions of this section, ‘input tax’, in relation to a taxable person, means the following tax, that is to say – (a) VAT on the supply to him of any goods or services; and … being (in each case) goods or services used or to be used for the purpose of any business carried on or to be carried on by him. (2) Subject to the following provisions of this section, ‘output tax’, in relation to a taxable person, means VAT on supplies which he makes. …”
“6.
“[41] In accordance also with the Court’s settled case-law, the existence of a direct and immediate link between a particular input transaction and a particular output transaction or transactions giving rise to the right to deduct is necessary, in principle, before the taxable person is entitled to deduct input VAT and in order to determine the extent of such entitlement. The right to deduct VAT charged on the acquisition of input goods or services presupposes that the expenditure incurred in acquiring them was a component of the cost of the output transactions that gave rise to the right to deduct (judgment of14 September 2017 , Iberdrola Inmobiliaria Real Estate Investments, C-132/16, EU:C:2017:683 , paragraph 28 and the case-law cited). [42] A taxable person also has a right to deduct even where there is no direct and immediate link between a particular input transaction and an output transaction or transactions giving rise to the right to deduct where the costs of the services in question are part of his general costs and are, as such, components of the price of the goods or services which he supplies. Such costs do have a direct and immediate link with the taxable person’s economic activity as a whole (judgment of14 September 2017 , Iberdrola Inmobiliaria Real Estate Investments, C-132/16. EU:C:2017:683 , paragraph 29 and the case-law cited). [43] In this case, it is apparent from the order for reference that the general costs at issues in the main proceedings have a direct and immediate link with the activities of VWFS as a whole, and not merely with some of them. In that regard, the fact that VWFS decided to include those costs not in the price of the taxable transactions, but solely in the price of the exempt transactions, can have no effect whatsoever on such a finding of fact. [44] Thus, in so far as those general costs were in fact incurred, at least to a certain extent, for the purpose of the supply of vehicles, which are taxed transactions, those costs are, as such, components of the price of those transactions. Accordingly, a right to deduct VAT arises, in principle, in accordance with the considerations set out in paragraphs 38 to 42 of this judgment. [45] So far as concerns the fact that the general costs at issue in the main proceedings are not clearly reflected in the price of the taxed transactions of supplies of vehicles, it should be recalled that the result of those economic transactions is irrelevant for the right to deduct provided that the activity itself is subject to VAT (judgment of22 June 2016 , Gemeente Woerden, C-267/15, EU:C:2016:466 . Paragraph 40 and the case-law cited). [46] As the Court has already held the right to deduct VAT must be guaranteed, without it being subjected to a criterion relating, inter alia , to the result of the economic activity of the taxable person, in accordance with Article 9(1) of the VAT Directive under which a taxable person ‘shall mean any person who, independently, carries out in any place any economic activity, whatever the purpose or results of that ‘activity’ (judgment of5 July 2018 , Marle Participations, C-320/17, EU:C:2018:537 , paragraph 44). [47] Nevertheless, the extent of the right to deduct varies according to the intended use of the goods and services at issue. Whilst, for goods and services intended to be used exclusively for carrying out of taxable transactions, taxable persons are entitled to deduct all the tax that has been charged on their acquisition or supply, for goods and services intended for a mixed use, it is apparent from Article 173(1) of the VAT Directive that the right to deduct is limited to such proportion of the VAT as is attributable to the transactions in respect of which VAT is deductible that are carried out by means of those goods or services (see, to that effect, judgment of9 June 2016 , Wolfgang und Dr Wilfried Rey Grundstücksgemeinschaft, C-332/14, EU:C:2016:417 , paragraph 25).”
“[55] Lastly, with a view to giving the referring court a helpful answer, given that the answer to the questions referred for a preliminary ruling is needed in order that the referring court may determine whether there is a right to deduct in the circumstances of the main action, it must be recalled that there is a right to deduct where the input transactions effected have a direct and immediate link with output transactions giving rise to the right to deduct. If that is not the case, it is necessary to examine whether the costs incurred to acquire the input goods or services are part of the general costs linked to the taxable person's overall economic activity. In either case, whether there is a direct and immediate link will depend on whether the cost of the input services is incorporated either in the cost of particular output transactions or in the cost of goods or services supplied by the taxable person as part of his economic activities ( Cibo Participations , paras 31 and 33; SKF , para 60; Eon Aset Management OOD v Direktor na Direktsia 'Obzhalvane i upravlenie na izpalnenieto' (Case C-118/11 )[2012] STC 982 , para 48; and Finanzamt Köln-Nord v Becker (Case C-104/12 ) (21 February 2013 , unreported), paras 19 and 20).”
“[36] In this case, in view of the fact that, first, a share issue is an operation not falling within the scope of the Sixth Directive and, second, that operation was carried out by Kretztechnik in order to increase its capital for the benefit of its economic activity in general, it must be considered that the costs of the supplies acquired by that company in connection with the operation concerned form part of its overheads and are therefore, as such, component parts of the price of its products. Those supplies have a direct and immediate link with the whole economic activity of the taxable person (see BLP Group , cited above, para 25; Midland Bank , para 31; Abbey National, para 35 and 36, and Cibo Participations , para 33).”
“[64] In order to give a useful answer to the referring court, it must be recalled that the court has held, on numerous occasions, that there is a right to deduct VAT paid on consultancy services used for the purposes of various financial transactions, on the ground that those services were directly attributable to the economic activities of the taxable persons (see, inter alia, Midland Bank (para 31); Abbey National (paras 35 and 36); Cibo Participations (paras 33 and 35); Kretztechnik (para 36); and Securenta (paras 29 and 31)). [65] Admittedly, the output transactions in shares in the cases which led to the above-mentioned judgments, unlike those in the main proceedings in the present case, were outside the scope of VAT. However, as is clear from the case law cited in paras 28 and 30 of this judgment, the main factor distinguishing the legal classification of those transactions from that of transactions which come within the scope of VAT but are exempt from it is whether the company which is liable to the tax is or is not involved in the management of the companies in which a shareholding has been taken. [66] However, if the right to deduct input VAT paid on consultancy costs relating to a disposal of shares which is exempted because of involvement in the management of the company whose shares are sold was not allowed, and if the right to deduct input VAT in respect of such costs relating to a disposal which is outside the scope of VAT was allowed on the ground that those costs constitute general costs of the taxable person, that would amount to treating objectively similar transactions differently for tax purposes, and would be an infringement of the principle of fiscal neutrality. [67] In that regard, the court has ruled that the principle of fiscal neutrality, which is a fundamental principle of the common system of VAT, precludes treating similar supplies of services, which are thus in competition with each other, differently for VAT purposes (see, inter alia , Kingscrest Associates Ltd v Customs and Excise Comrs (Case C-498/03 )[2005] STC 1547 ,[2005] ECR I-4427 , para 41; Turn- und Sportunion Waldburg v Finanzlandesdirektion für Oberösterreich (Case C-246/04 )[2006] STC 1506 ,[2006] ECR I-589 , para 33; and R (on the application of Teleos plc) v Revenue and Customs Comrs (Case C-409/04 )[2008] STC 706 ,[2008] QB 600 , para 59) and, further, precludes economic operators who carry out the same activities from being treated differently as far as the levying of VAT is concerned (see , inter alia, Gregg v Customs and Excise Comrs (Case C-216/97 )[1999] STC 934 ,[1999] ECR I-4947 , para 20, and Revenue and Customs Comrs v Isle of Wight Council (Case C-288/07 )[2008] STC 2964 ,[2008] ECR I-7203 , para 42). [68] It follows that, if the consultancy costs relating to disposals of shareholdings are considered to form part of the taxable person's general costs in cases where the disposal itself is outside the scope of VAT, the same tax treatment must be allowed if the disposal is classified as an exempted transaction.”
“[34] So far as concerns the question of whether the expenditure associated with a share transfer transaction comes within the scope of VAT, it should be recalled that, in its judgment of29 October 2009 , SKF (Case C-29/08 ) EU:C:2009:665, the Court was called upon to examine that question concerning expenditure incurred by a parent company in the context of a transaction for the sale of shares in a subsidiary and a controlled company to which the former company, as the parent company, supplied services subject to VAT. [35] The Court noted, in para 33 of the judgment of29 October 2009 , SKF (Case C-29/08 ) EU:C:2009:665, that, in such a context, a disposal, carried out in order to enable the parent company to restructure a group of companies, could be regarded as a transaction that consisted in obtaining income on a continuing basis from activities which went beyond the compass of the simple sale of shares. Accordingly, the Court found that that transaction had a direct link with the organisation of the activity carried out by the group and accordingly constituted the direct, permanent and necessary extension of the taxable activity of the taxable person and consequently came within the scope of VAT. [36] The Court has, furthermore, held that it is in the light of their objective content that it is necessary to determine whether there is a direct and immediate link between the supply of goods or services utilised and a taxable output transaction or, exceptionally, a taxable input transaction (judgment of21 February 2013 , Finanzamt Köln-Nord v Becker (Case C-104/12 ) EU:C:2013:99, para 24 and the case-law cited). [37] In that context, the Court stated that the exclusive reason for the transaction at issue should also be taken into account, since that reason must be regarded as a criterion for determining the objective content. Where it is clear that a transaction has not been performed for the purposes of the taxable activities of a taxable person, that transaction cannot be regarded as having a direct and immediate link with those activities within the meaning of the Court's case-law, even if that transaction would, in the light of its objective content, be subject to VAT (judgment of21 February 2013 , Finanzamt Köln-Nord v Becker (Case C-104/12 ) EU:C:2013:99, para 29). [38] It follows that, in order for a share disposal transaction to be able to come within the scope of VAT, the direct and exclusive reason for that transaction must, in principle, be the taxable economic activity of the parent company in question, or that transaction must constitute the direct, permanent and necessary extension of that activity. That is the case where that transaction is carried out with a view to allocating the proceeds of that sale directly to the taxable economic activity of the parent company in question or to the economic activity carried out by the group of which it is the parent company. [39] In the present case, it is apparent from the file before the Court that the objective of the disposal of shares at issue in the main proceedings was to use the proceeds of that sale to settle the debts owed to Kaupthing Bank, the new proprietor of the Arovit group. As stated in the preceding paragraph of this judgment, such a sale cannot be deemed to be either a transaction for which the direct and exclusive reason is the taxable economic activity of C&D Foods, or a transaction constituting the direct, permanent and necessary extension of the taxable economic activity of that company. In those circumstances, that sale does not constitute a transaction consisting in obtaining income on a continuing basis from activities which go beyond the compass of the simple sale of shares and, accordingly, it does not come within the scope of VAT. It follows that the VAT relating to the disputed services is not deductible.”
“ (iii) Summary of the case law [65] I derive the following propositions which are relevant to this appeal from the case law: (i) As VAT is a tax on the value added by the taxable person, the VAT system relieves the taxable person of the burden of VAT payable or paid in the course of that person’s economic activity and thus avoids double taxation. This is the principle of deduction set out in article 1(2) and operated in article 168 of the PVD and vouched, for example, in Rompelman v Minister van Financiën (Case C-268/83 ) [1985] ECR 655 , para 19; Abbey National[2001] 1 WLR 769 , para24; Kretztechnik[2005] 1 WLR 3755 , para 34 and SKF[2010] STC 419 , paras 55—56. (ii) There must be a direct and immediate link between the goods and services which the taxable person has acquired (in other words the particular input transaction) and the taxable supplies which that person makes (in other words its particular output transaction or transactions). This link gives rise to the right to deduct. The needed link exists if the acquired goods and services are part of the cost components of that person’s taxable transactions which utilise those goods and services: see for example Midland Bank[2000] 1 WLR 2080 , paras 24 and 30; Abbey National , para 28; Kretztechnik , para 35; Securenta [2008]STC 3473, para 27; SKF, para 57 and Revenue and Customs Comrs v University of Cambridge EU:C:2019:559 , para 31. (iii) Alternatively, there must be a direct and immediate link between those acquired goods and services and the whole of the taxable person’s economic activity because their cost forms part of that business’s overheads and thus a component part of the price of its products: see for example BLP[1996] 1 WLR 174 , para 25; Midland Bank , para 31; Abbey National , paras 35 and 36; Kretztechnik , para 36; SKF , para 58 and University of Cambridge , para 31. (iv) Where the taxable person acquires professional services for an initial fund-raising transaction which is outside the scope of VAT, that use of the services does not prevent it from deducting the VAT payable on those services as input tax and retaining that deduction if its purpose in fund-raising, objectively ascertained, was to fund its economic activity and it later uses the funds raised to develop its business of providing taxable supplies. See, for example, Abbey National , paras 34—36; Kretztechnik , paras 36—38; Securenta , paras 27—29 and SKF, para 64. The same may apply if an analogous transaction involving the sale of shares is classified as an exempt transaction: SKF , para 68. (v) Where the cost of the acquired services, including services relating to fund-raising, are a cost component of downstream activities of the taxable person which are either exempt transactions or transactions outside the scope of VAT, the VAT paid on such services is not deductible as input tax. See for example Securenta, paras 29 and 31; SKF , paras 58—60 and Sveda[2016] STC 447 , para 32. Where the taxable person carries on taxable transactions, exempt transactions and transactions outside the scope of VAT, the VAT paid on the services it has acquired has to be apportioned under article 173 of the PVD. (vi) The right to deduct VAT as input tax arises immediately when the deductible tax becomes chargeable: article 167 of the PVD, Securenta , paras 24 and 30 and SKF , para55. As a result, there may be a time lapse between the deduction of the input tax and the use of the acquired goods or services in an output transaction, as occurred in Sveda . Further, if the taxable person acquired the goods and services for its economic activity but, as a result of circumstances beyond its control, it is unable to use them in the context of taxable transactions, the taxable person retains its entitlement to deduct: Midland Bank , paras 22 and 23. (vii) The purpose of the taxable person in carrying out the fund-raising is a question of fact which the court determines by having regard to objective evidence. The CJEU states that the existence of a link between the fund-raising transaction and the person’s taxable activity is to be assessed in the light of the objective content of the transaction: Sveda , para 29 ; Iberdrola [2017] BVC 39 , para 31. The ultimate question is whether the taxable person is acting as such for the purposes of an economic activity. This is a question of fact which must be assessed in the light of all the circumstances of the case, including the nature of the asset concerned and the period between its acquisition and its use for the purposes of the taxable person’s economic activity: Eon Aset Menidjmunt OOD v Direktor na Direktsia “Obzhalvane i upravlenie na izpalnenieto” - Varna pri Tsentralno upravlenie na Natsionalnata agentsia za prihodite (Case C-118/11 )[2012] STC 982 , para 58; Klub OOD v Direktor na Direktsia “Obzhalvane i upravlenie na izpalnenieto” - Varna pri Tsentralno upravlenie na Natsionalnata agentsia za prihodite (Case C-153/11 ) [2012 ]STC 1129, paras 40—41 and Sveda , para 21.”
“[46] Applying this reasoning to the circumstances of SKF’s proposed transaction, the CJEU advised that the referring court would have to ascertain whether the costs incurred were likely to be incorporated in the price of the shares which SKF intended to sell or whether they were only among the cost components of SKF’s products (para 62). It referred to the cases which I have discussed ( Midland,Bank , Abbey National , Kretztechnik and Securenta ), acknowledging that they concerned financial output transactions which were outside the scope of VAT. But it went on to observe that the main difference between an exempt share sale and a share sale which was outside the scope of VAT was whether the taxable company was or was not involved in the management of the companies whose shares were being sold. There was therefore a risk of infringement of the principle of fiscal neutrality through treating objectively similar transactions differently for tax purposes. It held (para 68) that if the costs relating to the disposals of shareholdings are considered to form part of a taxable person’s general costs in cases where the disposal itself is outside the scope of VAT, the same tax treatment must be allowed where the disposal is classified as an exempt transaction. In my view it is implicit in the CJEU’s reasoning that it accepted the distinction which Advocate General Jacobs made in his opinions in Abbey National and Kretztechnik but recognised the need to modify the result for the purpose of VAT of an exempt initial transaction in order to avoid discriminatory fiscal treatment. [47] It is important to consider further the statement in para 59 of the judgment, summarised in para 44(iv) above. It was that, in contrast to the circumstance where the costs of services are part of a taxable person’s general costs and components of the price of the goods and services which he supplies (para 58), “where goods and services acquired by a taxable person are used for purposes of transactions that are exempt or do not fall within the scope of VAT, no output tax can be collected or input tax deducted”
“(1) Where under sections 43A to 43D any persons are treated as members of a group, any business carried on by a member of the group shall be treated as carried on by the representative member, and (a) any supply of goods or services by a member of the group to another member of the group shall be disregarded; and (b) any supply which is a supply to which paragraph (a) above does not apply and is a supply of goods or services by or to a member of the group shall be treated as a supply by or to the representative member; (c) [not relevant in the present case] and all members of the group shall be liable jointly and severally for any VAT due from the representative member. …” (3) The VAT grouping means that HLT’s management services to HLTB should be disregarded with the effect that there was no economic activity. (4) As such, the sale of shares was outside the scope of VAT rather than exempt. (5) Mr Firth relied upon HMRC v Taylor Clark Leisure plc[2018] UKSC 35 at [22] and [31] (“ Taylor Clark Leisure plc ”) to the following effect: “[22] This point was clearly made by the House of Lords in Customs and Excise Comrs v Thorn Materials Supply Ltd[1998] 1 WLR 1106 in their discussion of the predecessor provisions, namely article 4(4) of the Sixth Directive and section 29 of the 1983 Act. Lord Nolan, with whom Lord Browne-Wilkinson and Lord Lloyd of Berwick agreed, stated, at p 1113, that those provisions were “designed to simplify and facilitate the collection of tax by treating the representative member as if it were carrying on all of the businesses of the other members as well as its own, and dealing on behalf of them all with non-members.”
“ Section 29 does produce a single taxable person, namely, the representative member. But it does so, not by the crude method of deeming all members to be a single person … but by the much more limited and specific assumptions which the subsection [now section 43(1)(a)(b) of VATA ] makes.”
“Under UK law, as set out in section 43 VATA , the concept of the single taxable person is properly implemented through the representative member … The representative member is not the agent or trustee of the constituent members of the group. It is … the domestic law embodiment of the single taxable person”.” (6) Mr Firth also relied upon HMRC v Northumbria Healthcare NHS Foundation Trust[2020] EWCA Civ 874 at [39] (“ Northumbria Healthcare ”): “[39] In the present case, the language of the De-Supply Order uses an expression ("supply") which has a well-recognised meaning in VAT law. The concept of making a supply for a consideration is an essential element of the carrying on of an economic activity. As Mr Scorey QC put it, by making the De-Supply Order in the form that it did, Parliament chose to effect the change at a structural level. It did so by recharacterising the activity that might otherwise have amounted to the carrying on of an economic activity. It is the inevitable consequence of the absence of supplies that there cannot be the carrying on of an economic activity. That is simply to apply Lord Briggs' proposition (5). I agree.”
“[49] By virtue of the single taxable person fiction, as applied by s 43(1) VATA, the group is to be treated as carrying on all the businesses carried on by group companies. That fiction does not, however, change the nature of those businesses. They remain separate businesses as a matter of fact. The fiction does not extend to treating the group as carrying on a different, amalgamated, business in which the separate businesses of the group lose their individual identity. That is clear, in our view, from the opinions of the House of Lords in Customs and Excise Commissioners v Thorn Materials Supply Ltd and another[1998] STC 725 , in particular that of Lord Nolan, at p 733, where his Lordship referred to the representative member of the group being treated “as if it were carrying on all the businesses of the other [group] members as well as its own”
“That leaves open the question of what is meant by the requirement in s 29(1) that a supply by one member of a group to another must be disregarded. I accept Mr Prosser's [counsel for Thorn] submission that it does not mean that the separate existence of the appellants and [another group company] is to be denied or that the sale agreement and the prepayment are to be treated as not having taken place …”
“[36] An application to amend will be refused if it is clear that the proposed amendment has no real prospects of success. The test to be applied is the same as that for summary judgment underCPR Part 24 . Thus the applicant has to have a case which is better than merely arguable. The court may reject an amendment seeking to raise a version of the facts of the case which is inherently implausible, self-contradictory or is not supported by contemporaneous documentation. [37] Beyond that, the relevant principles applying to very late applications to amend are well known. I have been referred to a number of authorities: Swain-Mason v Mills & Reeve[2011] 1 WLR 2735 (at paras. 69 to 72, 85 and 106); Worldwide Corporation Ltd v GPT Ltd [CA Transcript No 1835]1 December 1988 ; Hague Plant Limited v Hague[2014] EWCA Civ 928 (QB) (at paras. 4 to 7 and 29); Durley House Ltd v Firmdale Hotels plc[2014] EWHC 2608 (Ch) (at paras. 31 and 32); Mitchell v News Group Newspapers[2013] EWCA Civ 1537 . [38] Drawing these authorities together, the relevant principles can be stated simply as follows: a) whether to allow an amendment is a matter for the discretion of the court. In exercising that discretion, the overriding objective is of the greatest importance. Applications always involve the court striking a balance between injustice to the applicant if the amendment is refused, and injustice to the opposing party and other litigants in general, if the amendment is permitted; b) where a very late application to amend is made the correct approach is not that the amendments ought, in general, to be allowed so that the real dispute between the parties can be adjudicated upon. Rather, a heavy burden lies on a party seeking a very late amendment to show the strength of the new case and why justice to him, his opponent and other court users requires him to be able to pursue it. The risk to a trial date may mean that the lateness of the application to amend will of itself cause the balance to be loaded heavily against the grant of permission; c) a very late amendment is one made when the trial date has been fixed and where permitting the amendments would cause the trial date to be lost. Parties and the court have a legitimate expectation that trial fixtures will be kept; d) lateness is not an absolute, but a relative concept. It depends on a review of the nature of the proposed amendment, the quality of the explanation for its timing, and a fair appreciation of the consequences in terms of work wasted and consequential work to be done; e) gone are the days when it was sufficient for the amending party to argue that no prejudice had been suffered, save as to costs. In the modern era it is more readily recognised that the payment of costs may not be adequate compensation; f) it is incumbent on a party seeking the indulgence of the court to be allowed to raise a late claim to provide a good explanation for the delay; g) a much stricter view is taken nowadays of non-compliance with the Civil Procedure Rules and directions of the Court. The achievement of justice means something different now. Parties can no longer expect indulgence if they fail to comply with their procedural obligations because those obligations not only serve the purpose of ensuring that they conduct the litigation proportionately in order to ensure their own costs are kept within proportionate bounds but also the wider public interest of ensuring that other litigants can obtain justice efficiently and proportionately, and that the courts enable them to do so.”
“[44] When the FTT is considering applications for permission to appeal out of time, therefore, it must be remembered that the starting point is that permission should not be granted unless the FTT is satisfied on balance that it should be. In considering that question, we consider the FTT can usefully follow the three-stage process set out in Denton : (1) Establish the length of the delay. If it was very short (which would, in the absence of unusual circumstances, equate to the breach being "neither serious nor significant"), then the FTT "is unlikely to need to spend much time on the second and third stages" - though this should not be taken to mean that applications can be granted for very short delays without even moving on to a consideration of those stages. (2) The reason (or reasons) why the default occurred should be established. (3) The FTT can then move onto its evaluation of "all the circumstances of the case". This will involve a balancing exercise which will essentially assess the merits of the reason(s) given for the delay and the prejudice which would be caused to both parties by granting or refusing permission.”
“… I accept Mr Prosser’s submission that it does not mean that the separate existence of the appellants and Home is to be denied or that the sale agreement and the prepayment are to be treated as not having taken place. What it does mean is that the 90 per cent supply to which these facts gave rise must be disregarded or, as Mummery LJ put it, ignored, for tax purposes.”
“[27] … Section 43 of VATA does not make the group a taxable person but treats the group's supplies and liabilities as those of the representative member for the time being.”
“[18] In that connection, it must be borne in mind that it is clear from art 2(1) of the Sixth Directive, which defines the scope of VAT, that, within a member state, only activities of an economic nature are subject to VAT. Economic activities are defined in art 4(2) of the Sixth Directive as encompassing all activities of producers, traders and persons supplying services, in particular the exploitation of tangible or intangible property for the purpose of obtaining income therefrom on a continuing basis ( KapHag , para 36).”
“[55] The opinion of Lord Nolan in Thorn Materials was considered by the First-tier Tribunal in University of Essex v Revenue and Customs Commissioners[2010] SFTD 893 , a case concerning the effect of the group provisions on the application of the capital goods scheme. The Tribunal said (at [22]): “It is clear from this that the purpose of s 43 is to enable a group to be treated as if it were a single taxable entity, and that the representative member is to be treated as carrying on the businesses of the other members as well as its own and dealing on behalf of those members with non-members. Consistently with this, group members (other than the representative member) are not treated as carrying on business on their own account. However, group members are nevertheless treated as continuing to have a separate existence, and transactions between group members (as opposed to the VAT supplies those transactions give rise to) are not to be ignored.”