TOGC Requirements on Sale and Transfer of Assets for a Business

[mad175722]

Hi All - I was hoping for some advice help on the following situation:

1. I have been offered Partner A's 50% equity stake in a small business that is VAT registered. the business is currently operated under an existing partnership (there is no partnership agreement in place).
2. The business is owned by two partners, each holding 50% shares - Partner A and Partner B.
3. Partner B will retain their 50% share and continue to run the business with myself.
4. As there is no partnership agreement in place, Partner B and I have agreed to transfer the business in to an new LLP (with Partnership agreement, etc)
5. The original plan was for Partner B and I to set up the new LLP and VAT register it, myself to then add the agreed purchase price as a capital contribution to the LLP, and then for Partner A to sell their 50% equity stake and transfer their 50% of intangible and tangible assets of the existing business to the LLP., and for the LLP to pay Partner A directly. Partner B would also transfer their 50% equity to the LLP for a 50% of stake in the new LLP. My understanding was that this would be the simplest way to do the transaction whilst meeting TOGC requirements.
6. Partner A has proposed a slightly different way to execute the transaction. He wants to sell his 50% equity stake (assets, etc) to me, me to then temporarily join the existing partnership with Partner B, and then (soon after the sale) Partner B and myself transfer both of our 50% shares of the assets to the new LLP (that we've already set up and VAT registered). In this scenario there is the sale and transfer of assets from Partner A to myself, and then the transfer of assets from the myself and Partner B from the existing partnership to the new LLP. Whilst I know there are lots of things to consider, re liabilities, etc by joining the existing partnership, my main question is - what would need to be true to make the two transactions TOGC compliant, and is the second option really significantly more complex than the first?

Thanks in advance for your views