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Commentary

B5.222A Overage

Business tax

Overage arrangements can often feature in contracts between a buyer and a seller, particularly in relation to the sale of land. Broadly, overage is the seller's right to receive from the purchaser one or more payments, in addition to the initial consideration, if one or more events occur in the future. The right to the additional consideration is often triggered by an event which increases the value of the land. For example, the purchaser may be required to pay an additional amount to the seller if planning permission is obtained or a development is completed. This additional payment will often be in the form of cash but other forms of consideration (such as shares) are also possible.

The term overage is often used interchangeably with 'clawback'. It may also be referred to as 'deferred consideration', 'slice of the action', 'kicker' or 'uplift'.

Overage payments can result in charges arising under a number of different taxes. The following is a consideration of the direct tax consequences of overage

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