Tax Guide
VAT on Commercial Property Transactions
The single biggest tax issue on every South African commercial property transaction. Get the VAT position right and the buyer can recover 15 percent input VAT on registration; get it wrong and the buyer pays transfer duty on top of a price that already included VAT.
Authored by the Africa Estate commercial specialist team.
The mutual-exclusivity principle
VAT and transfer duty are mutually exclusive on any one property transaction in South Africa. Either the sale is a VAT transaction at 15 percent (because the seller is a VAT vendor) and transfer duty does not apply, or the seller is not a VAT vendor and the buyer pays SARS transfer duty on the standard sliding scale. The sale agreement must reflect the correct position from signature.
When the seller is a VAT vendor
If the seller is registered for VAT and the property forms part of an enterprise (commercial property held for rental income, owner-occupied business premises, development stock), the sale is a VAT supply. The default rate is 15 percent. The 15 percent is INCLUDED in the purchase price, not added to it. The seller pays the output VAT to SARS; the buyer (if a VAT vendor) can claim it back as input VAT.
On a R10 million commercial property sale by a VAT vendor, the seller is paying SARS approximately R1.30 million in output VAT (15/115 of the inclusive price). The buyer, if VAT-registered, claims R1.30 million input VAT back at the next VAT return cycle. Net to the buyer: the property cost R8.70 million.
Going-concern relief: zero-rated supply
Where the property is being sold as a going concern (an income-producing enterprise with existing leases in place, transferred wholesale to the buyer who will continue operating it as the same enterprise), the supply can be zero-rated under section 11(1)(e) of the Value-Added Tax Act 89 of 1991. The seller charges 0 percent VAT instead of 15 percent.
Both parties must agree in writing in the sale agreement that the supply is a going-concern supply. Both must be VAT-registered. The enterprise must be transferred as an income-producing whole. SARS audits going-concern claims, so the sale agreement and supporting documentation must be tight.
When the seller is NOT a VAT vendor
If the seller is not VAT-registered (typical for individual owners holding a single commercial property in their personal name), VAT does not apply. The buyer pays SARS transfer duty on the standard sliding scale (the same 2025/2026 scale used for residential property: 0 percent below R1.21M, rising to 13 percent above R13.31M). Where the buyer is a VAT vendor, deemed input VAT may be claimable. See the Africa Estate Deemed Input VAT guide.
Input VAT recovery on registration
For the buyer to claim input VAT, the buyer must be a VAT vendor on the date of registration, must hold a valid tax invoice from the seller, and must use the property for making taxable supplies (i.e. for commercial purposes that generate VAT-able income, not for residential rental or exempt activities). Buyer entity registration with SARS should happen before the offer is signed, not after registration.
Common mistakes
- Offer is silent on VAT. Default position then applies, often to the wrong party's benefit.
- Buyer is not VAT-registered at registration date, loses the input VAT recovery permanently.
- Going-concern relief is claimed without the existing leases being properly assigned, SARS reverses the zero-rating on audit and demands the 15 percent.
- Buyer pays transfer duty AND VAT on the same transaction because the sale agreement was unclear.
Need to confirm the VAT position on a deal?
The VAT clause in a commercial sale agreement is the most expensive clause to get wrong. Africa Estate works alongside your tax practitioner and conveyancer to land the right position before signature.
Related
This article is informational and does not constitute tax advice. The Value-Added Tax Act 89 of 1991 and the Transfer Duty Act 40 of 1949 govern South African property tax. Always consult a registered tax practitioner before signing a commercial offer to purchase.