Foy Wealth Limited v The Commissioners for HMRC [2026] UKFTT 1061 (TC)

[2026] UKFTT 01061 (TC)Case No TC 09958
FIRST-TIER TRIBUNAL
TAX CHAMBER
Date Judgment date: 16 July 2026
Location: Decided on the papers
Appeal reference: TC/2026/00214
Value Added Tax – compulsory VAT registration – assessment and penalty – valid request for statutory review – deemed conclusion of review – no notification of review conclusion – no “conclusion date” for purposes of s. 83G(3) VATA 1994 – appeal not late but premature – Tribunal jurisdiction – strike out
Before
TRIBUNAL JUDGE STAPENHURST
Between
FOY WEALTH LIMITEDAppellantTHE COMMISSIONERS FOR HIS MAJESTY’S REVENUE AND CUSTOMSRespondentThe Tribunal determined the appeal on 9 July 2026 without a hearing pursuant to Rule 26 of the Tribunal Procedure (First-tier Tribunal) (Tax Chamber) Rules 2009 (default paper cases) (the “Tribunal Rules”).In reaching its determination, the Tribunal considered the following documents: the Notice of Appeal, including the attached Grounds and an application for permission to make a late appeal (dated 8 January 2026); HMRC’s Notice of Objection to the Appellant’s application for permission to make a late appeal (dated 12 February 2026); the Appellant’s response to that Notice of Objection (dated 24 February 2026); HMRC’s response to the Appellant’s reply (dated 11 March 2026); an email from the Appellant’s representative sent at 11:59 on 11 March 2026; and HMRC’s subsequent amended response sent by email at 13:29 on 11 March 2026. The Tribunal also considered the decision letter issued by HMRC dated 2 July 2018 and the letter from Pesters Chartered Accountants dated 26 July 2018.Following directions issued on 13 May 2026, the Tribunal further considered the witness statement of Adam Johnson dated 22 December 2025, noting that HMRC identified no document evidencing notification of the conclusion of the review and that neither party provided further submissions on that issue.DECISION

Introduction

[1]This appeal arises from a decision of HMRC dated 2 July 2018 to compulsorily register the Appellant for VAT and to assess VAT in the sum of £958,578 together with a penalty of £143,786.70 (together, the “Disputed Decision”).[2]In its Notice of Appeal dated 8 January 2026, the Appellant appealed against the Disputed Decision. The Appellant’s primary position is that the appeal was brought within the applicable statutory time limit because HMRC failed to notify the conclusion of a statutory review requested in July 2018. In the alternative, the Appellant seeks permission to bring a late appeal.[3]HMRC oppose the Appellant’s contention that the appeal was brought in time. Although HMRC accept that a valid request for a statutory review was made in July 2018, they contend that the appeal was lodged many years after the Disputed Decision and submit that, applying the principles in Martland v HMRC [2018] UKUT 178 (TCC) (“Martland”), permission for a late appeal should be refused.

Facts

[4]On 2 July 2018 HMRC sent the Disputed Decision to the Appellant. The Disputed Decision comprises relevant decisions within s. 83 VATA 1994.[5]The Disputed Decision expressly set out what a taxpayer could do should they disagree with the decision:
“What you can do if you disagree with this decision If you do not agree with this decision, you can: • ask for an HMRC officer not previously involved in the matter to review the decision • appeal to an independent tribunal to decide the matter” • ask for an HMRC officer not previously involved in the matter to review the decision • appeal to an independent tribunal to decide the matter”
[6]On 26 July 2018, the Appellant’s Agent, Pesters Chartered Accountants, sent a letter to HMRC in which they stated:
“We have recently been appointed as agents and advisors to the above named and are writing in connection with your letters dated 1 February 2018 and 2 July 2018. We believe the provision of intermediately services [sic] provided are VAT exempt under Schedule 9 Group 5, item 6(e) “The issue, transfer or receipt of, or any dealing with, any security or secondary security being, units or other documents conferring rights under any trust established for the purpose, or having the effect of providing, for persons having funds available for investment, facilities for the participation by them as beneficiaries under the trust, in any profits or income arising from the acquisition, holding, management or disposal of any property whatsoever”
We are not aware of any correspondence received from you between your letter of 1 February 2018 and that of 2 July 2018 however, if this is not the case, perhaps copies of that correspondence could be provided. In any case we would request that the case is reviewed and or any further information requests be made directly to ourselves.” [my emphasis]

[my emphasis]

[7]On 7 September 2018 HMRC wrote to the Appellant warning of enforcement action and demanding payment.[8]Pesters Chartered Accountants responded on the same day reiterating their position and requesting a response to their earlier letter, stating as follows:
“We have recently been appointed agents of the above named and refer to your letter dated 7 September 2018 (hand delivered to our client today) and alleging that the sum of £1,102,364.70 remains payable. We assume this relates to earlier representations made by HMRC that the company should have registered for VAT purposes. Assuming this is the case, we would advise you that a response was made on 26th July 2018 outlining reasons why the company was NOT liable to be VAT registered and therefore no liability was due. To date neither ourselves nor our client has received the courtesy of a response. Under the circumstances, we must request that any further action is postponed while we await a reply to that correspondence.”
[9]It appears that no further correspondence was sent by HMRC in respect of the Disputed Decision until 9 May 2025, when HMRC sent a letter entitled “Environmental Duty amount overdue £1,108,979.79”.[10]On 16 May 2025, White Label Admin Limited responded to HMRC’s letter, on behalf of the Appellant, questioning inter alia, the reference to Environmental Duty.[11]On 27 May 2025, HMRC wrote to the Appellant, confirming that the debt did not relate to Environmental Duty and attached a further copy of the Disputed Decision detailing what the supposed debt related to.[12]On 30 September 2025 HMRC filed a winding-up petition for £1,119,158.70 (outstanding VAT, penalties, and costs) against the Appellant of which, £1,102,364.70 related to the Disputed Decision.[13]The Appellant contends, and HMRC do not dispute, that on 22 December 2025 HMRC set out their position, for the first time, that the letter of 26 July 2018 sent by Pesters Chartered Accounts to HMRC “was not an appeal, nor did it require a response”.[14]On 8 January 2026 Morr & Co LLP, on behalf of the Appellant lodged a Notice of Appeal with the Tribunal against the Disputed Decision. In their attached grounds they made an application for permission to bring a late appeal, if so required.[15]On 12 February 2026, HMRC lodged an objection to the late appeal in which they conceded that a request for a review had been made in July 2018. The Appellant’s representatives responded on 24 February 2026, and HMRC replied on 11 March 2026. Although HMRC’s concession appeared to be withdrawn in those submissions, they clarified by email the same day that they accepted a valid request for a review had been made.[16]I am satisfied, and it is not disputed by HMRC, that the letters sent by Pesters Chartered Accountants in July 2018 constituted a valid request for a review.

Law

[17]Section 83 VATA 1994 relevantly provides as follows: "(1) Subject to sections 83G and 84, an appeal shall lie to the tribunal with respect to any of the following matters - (a) the registration or cancellation of registration of any person under this Act; (n) any liability to a penalty or surcharge by virtue of any of sections 59, 60 to 69B; ...”[18]Section 83A VATA94 is headed "Offer of review" and provides that HMRC must offer a person a review of a decision that has been notified to that person if an appeal lies under s. 83 in respect of the decision. Section 83C provides that HMRC must review a decision if they have offered to do so in accordance with section 83A and the person accepts the offer within 30 days (and has not already appealed to this Tribunal).[19]Section 83F VATA94 is headed “Nature of review etc” and, in so far as material provides as follows: (6) HMRC must give P, or the other person, notice of the conclusions of the review and their reasoning within—(a) a period of 45 days beginning with the relevant date, or(b) such other period as HMRC and P, or the other person, may agree. (7) In subsection (6) “relevant date” means— (a) the date HMRC received P’s notification accepting the offer of a review … (8) Where HMRC are required to undertake a review but do not give notice of the conclusions within the time period specified in subsection (6), the review is to be treated as having concluded that the decision is upheld. (9) If subsection (8) applies, HMRC must notify P or the other person of the conclusion which the review is treated as having reached.[20]Section 83G VATA94 is headed "Bringing of appeals" and, in so far as material, provides as follows:(1) An appeal under section 83 is to be made to the tribunal before — (a) the end of the period of 30 days beginning with— (i) in a case where P is the appellant, the date of the document notifying the decision to which the appeal relates, or...(2) But that is subject to subsections (3) to (5).(3) In a case where HMRC are required to undertake a review under section 83C— (a) an appeal may not be made until the conclusion date, and (b) any appeal is to be made within the period of 30 days beginning with the conclusion date. (6) An appeal may be made after the end of the period specified in subsection (1), (3)(b) ... if the tribunal gives permission to do so. (7) In this section 'conclusion date' means the date of the document notifying the conclusions of the review."[21]The parties are agreed that, if it becomes necessary to do so, the Tribunal should determine any application for a late appeal in accordance with the principles in Martland, as recently confirmed by the Court of Appeal in HMRC v Medpro Healthcare Ltd [2026] EWCA Civ 14. Before considering whether the appeal was brought in time, however, it was necessary to determine whether a “conclusion date” had occurred for the purposes of s.83G VATA 1994. Directions were therefore issued by the Tribunal on 13 May 2026, requiring the parties to identify any document relied upon as constituting notification of the conclusion of the review and permitting submissions on that issue. Discussion and submissions Appellant’s submissions

Discussion and submissions

[22]In its grounds of appeal dated 8 January 2026, the Appellant submits that the letter from Pesters Chartered Accountants dated 26 July 2018 constituted a request for a statutory review of the Disputed Decision. Accordingly, pursuant to section 83C VATA 1994, HMRC were required to carry out such a review. It follows, the Appellant submits, that time for appealing to the Tribunal did not begin to run, or was alternatively suspended, pending HMRC’s compliance with that obligation.[23]This submission is developed in the Appellant’s response dated 24 February 2026 to HMRC’s Notice of Objection. The Appellant relies on the definition of “conclusion date” in section 83G(7) VATA 1994 and contends that, in the absence of any such conclusion date, the 30-day time limit for appealing under section 83G(3) was never triggered. On that basis, the Appellant maintains that the appeal is in time.[24]In the alternative, the Appellant submits that, if the Tribunal concludes that the appeal was brought out of time, it should exercise its discretion to admit the appeal applying the principles set out in Martland.

HMRC’s submissions

[25]HMRC submits that the starting point is that an appeal must be made within 30 days of the relevant decision, unless that timeframe is altered by a valid statutory review process. While HMRC accepts that a request for a review was made in July 2018, it contends that a failure to complete the review does not result in an indefinite suspension of the time limit for bringing an appeal. At most, HMRC submits, the review mechanism gives rise to a limited and defined period of suspension, rather than an open-ended extension, although the duration of that period is not clearly identified in its submissions. HMRC accordingly invites the Tribunal to apply the Martland principles and refuse permission for a late appeal.

Discussion

[26]The right of appeal in relation to VAT registration arises under s.83(1)(a) VATA 1994, and in relation to VAT penalties under s.83(1)(n). Pursuant to s.83G(1) VATA 1994, the ordinary time limit for bringing an appeal is 30 days from the date of the document notifying the decision. However, where HMRC are required to undertake a review under s.83C VATA 1994, the appeal regime is modified by s.83G(3).[27]The Disputed Decision, encompassing both the decision on VAT registration and the associated penalties, was contained in HMRC’s letter dated 2 July 2018.[28]Section 83A VATA 1994 requires HMRC to offer a review where a decision has been notified and carries a right of appeal under s. 83. In this case, HMRC offered such a review in their letter of 2 July 2018. Section 83C VATA 1994 provides that HMRC must carry out a review where that offer is accepted within 30 days and no appeal has yet been made. By its letter dated 26 July 2018, Pesters Chartered Accountants, acting on behalf of the Appellant, accepted HMRC’s offer of a review. Accordingly, HMRC were required to conduct a review of the Disputed Decision.[29]Section 83G(3) VATA 1994 provides that, where HMRC are required to carry out a review, no appeal may be made to the Tribunal until the “conclusion date”, after which any appeal must be made within 30 days (unless the Tribunal permits a longer period). Section 83F(8) VATA 1994 further provides that where HMRC fail to notify the conclusions of the review within the prescribed period, the review is treated as having concluded by upholding the original decision (a “deemed conclusion”).Although s.83F(9) requires HMRC to notify the person concerned of that outcome, the legislation does not provide that a failure to give such notification prevents the deemed conclusion from arising.[30]However, the “conclusion date” which triggers the time limit for bringing an appeal is expressly defined in s. 83G(7) VATA 1994 as the date of the document notifying the conclusions of the review. That definition does not encompass the date on which a deemed conclusion arises in the absence of notification.[31]The distinction between a deemed conclusion under s.83F(8) VATA 1994 and a conclusion date under s.83G(7) has been considered in previous decisions of this Tribunal.[32]In Meter Squared Ltd v Revenue and Customs [2024] UKFTT 884 (TC) (“Meter Squared”), Judge Brown KC at [24] stated “...On the basis that there was a request for review which had not been actioned by HMRC I do not consider that the appeals in respect of the Allowed Periods are actually out of time and the appeals in respect of them should be allowed to proceed, subject to the directions issued with this decision."[33]In Heaven Dry Cleaners Limited v. HMRC [2024] UKFTT 781 (TC) (“Heaven Dry Cleaners”),

Judge Sinfield at [85] stated:

"Where HMRC are required by section 83C to undertake a review, no appeal can be made to the FTT until the 'conclusion date' and then must be made within 30 days of that date (or later, if the FTT gives permission). The 'conclusion date' is the date of the document notifying the conclusions of the review, ie the letter dated 26 August 2021. That letter referred only to a review of the VAT assessment for the period ending September 2018. It was not a notification of the conclusions of a review of the decision to register HDCL. HMRC do not appear to have carried out a review of their decision to register HDCL or notified the conclusions of such a review at any point and, therefore, no conclusion date has occurred in relation to that decision. It follows that the 30 day period to appeal against HMRC's decision of 25 July 2018 to register HDCL for VAT has not yet started to run."
[34]The Appellant contended, and HMRC did not dispute, that HMRC had not notified the conclusion of the review. According to the Appellant, the first indication of HMRC’s position was contained in a document dated 22 December 2025 in which HMRC asserted that the Appellant’s letter of 26 July 2018 did not require a response. That document had not been provided to the Tribunal.[35]In those circumstances, it was necessary to determine whether the document dated 22 December 2025, or any other document, constituted notification of the conclusion of the review for the purposes of ss.83F and 83G VATA 1994.[36]The Tribunal therefore issued directions requiring the parties to identify any document relied upon as constituting notification of the conclusion of the review and permitting submissions on that issue.

Events following the Directions

[37]By directions dated 13 May 2026 (the “Directions”), the Tribunal directed the Appellant to provide a copy of the document dated 22 December 2025 and directed either party to provide any document upon which it relied as constituting notification of the conclusion of the review for the purposes of s.83F(9) VATA 1994.[38]The Directions further provided that either party might file and serve written submissions limited to the issue of whether the document identified above, or any other document, constituted notification of the conclusion of the review.[39]On 20 May 2026 the Appellant complied with the Directions. The Appellant provided a copy of a witness statement made by Adam Johnson on behalf of HMRC dated 22 December 2025. The Appellant confirmed that it had no further documents to provide.[40]HMRC did not provide any document pursuant to paragraph 2 of the Directions and did not identify any document upon which it relied as constituting notification of the conclusion of the review.[41]Neither party availed itself of the opportunity afforded by paragraph 3 of the Directions to provide written submissions on whether the Adam Johnson witness statement, or any other document, constituted notification of the conclusion of the review.[42]Accordingly, the only document before the Tribunal which could arguably constitute notification of the conclusion of the review is the witness statement of Adam Johnson dated 22 December 2025.

Whether the witness statement constitutes notice of the conclusion of the review

[43]I do not consider that the witness statement constitutes notification of the conclusion of the review for the purposes of either s.83F(9) or s.83G(7) VATA 1994.[44]The witness statement was prepared and filed in insolvency proceedings. Its purpose was to support HMRC’s winding-up petition and to respond to evidence filed on behalf of the Appellant in those proceedings. It was not issued as part of any statutory review process.[45]The witness statement does not purport to communicate the outcome of a review. It does not state that a review has been undertaken. It does not state that a review has been deemed concluded pursuant to s.83F(8) VATA 1994. It does not notify the Appellant of any review conclusions.[46]Furthermore, the witness statement proceeds on the basis that the Appellant’s letter of 26 July 2018 was not an appeal and did not require a response. That position is inconsistent with HMRC’s subsequent acceptance before this Tribunal that the letter constituted a valid request for a statutory review.[47]Taking those matters together, I am satisfied that the witness statement cannot properly be characterised as a document notifying the conclusions of a review within the meaning of s.83G(7) VATA 1994.[48]No other document has been identified by either party as constituting such notification.

Whether a conclusion date has occurred

[49]Section 83G(7) VATA 1994 provides the definition of the ‘conclusion date’:
“In this section ‘conclusion date’ means the date of the document notifying the conclusions of the review.”
[50]I have already found that the Appellant validly requested a review of the Disputed Decision by its letter dated 26 July 2018 and that HMRC were therefore required to undertake a review pursuant to s.83C VATA 1994.[51]It is possible that, by operation of s.83F(8), any review became treated as having concluded when HMRC failed to notify the conclusions of the review within the statutory period. However, that does not answer the separate question posed by s.83G(7).[52]Parliament has expressly defined the “conclusion date” by reference to the date of the document notifying the conclusions of the review. On the evidence before the Tribunal, no such document has been identified.[53]I recognise that this interpretation may produce an unsatisfactory result. A review may be treated as concluded under s.83F(8) VATA 1994 while, absent the notification contemplated by ss.83F(9) and 83G(7), no conclusion date occurs and the taxpayer remains unable to bring an appeal. However, that consequence flows from the statutory language enacted by Parliament. The Tribunal's task is to apply the definition of “conclusion date” contained in s.83G(7), which expressly refers to “the date of the document notifying the conclusions of the review”. It is not open to the Tribunal to substitute the date of any deemed conclusion under s.83F(8) for the conclusion date defined by the legislation.[54]I therefore find that no conclusion date has occurred for the purposes of s.83G VATA 1994.

Jurisdiction

[55]Section 83G(3)(a) VATA 1994 provides that where HMRC are required to undertake a review: “an appeal may not be made until the conclusion date”.[56]As no conclusion date has occurred, that statutory condition has not been satisfied.[57]The Appellant’s primary submission was that, in the absence of a conclusion date, the appeal period had never begun to run and that the appeal was therefore in time. I accept that the statutory appeal period has not commenced. However, that conclusion does not assist the Appellant because s.83G(3)(a) expressly prevents an appeal from being made before the conclusion date.[58]Accordingly, the present appeal is not late. Rather, it is premature.[59]This conclusion is consistent with the reasoning adopted in Heaven Dry Cleaners and Meter Squared. Whilst those decisions are not binding upon me, each recognises the distinction between the occurrence of a deemed conclusion under s.83F(8) and the occurrence of a conclusion date for the purposes of s.83G(7), and I respectfully agree with that analysis.[60]As the Tribunal lacks jurisdiction to determine the appeal, it must be struck out pursuant to Rule 8(2)(a) of the Tribunal Rules.[61]In light of that conclusion, it is unnecessary to determine the Appellant’s alternative application for permission to make a late appeal or to consider the principles discussed in Martland.[62]It is noted that, in their Notice of Objection to the Appellant’s application for permission to make a late appeal, HMRC also opposed the validity of the appeal against the VAT assessment in the sum of £958,578 on the basis that it is not appealable where no VAT return has been submitted. The Appellant accepted that no return had been submitted but stated that it had been attempting, without success, to submit a nil return and would continue to do so. In light of my conclusion that the appeal must be struck out as premature, and given that the Tribunal has not received full submissions on this issue, I draw no conclusions in relation to it. However, I note the observations of Judge Sinfield in Heaven Dry Cleaners that it is not appropriate to rely upon s.83(1)(p)(i) VATA 1994 where there is an extant appeal against a decision to register. In my view, it would be unfair to enforce an assessment carrying no right of appeal while the underlying decision to register, on which that assessment depends, remains under challenge.

Disposal

[63]The appeal was brought before the occurrence of a conclusion date within the meaning of s.83G(7) VATA 1994. It is therefore premature, and the Tribunal lacks jurisdiction to determine it. Accordingly, the appeal is struck out.[64]This decision does not determine the merits of the Disputed Decision. Nor does it prevent the Appellant from bringing a future appeal if and when a conclusion date occurs within the meaning of the legislation.

postscript

[65]The Tribunal notes that HMRC accepted that a valid request for a review was made on 26 July 2018 and that no document has been identified notifying the conclusion of that review. The consequence is that the Appellant remains unable to exercise the statutory appeal rights conferred by s. 83G VATA 1994. Section 83F(9) VATA 1994 states that “HMRC must notify P or the other person of the conclusion which the review is treated as having reached”. The Tribunal therefore expects HMRC to take such steps as are necessary to comply with that statutory obligation.

Right to apply for permission to appeal

[66]This document contains full findings of fact and reasons for the decision. Any party dissatisfied with this decision has a right to apply for permission to appeal against it pursuant to Rule 39 of the Tribunal Procedure (First-tier Tribunal) (Tax Chamber) Rules 2009. The application must be received by this Tribunal not later than 56 days after this decision is sent to that party. The parties are referred to “Guidance to accompany a Decision from the First-tier Tribunal (Tax Chamber)” which accompanies and forms part of this decision notice. Release date: 16 July 2026