Tax aspects of selling a business

A company, which holds a franchise, is selling its business to another company as a going concern. I think some of the tax aspects are clear but some are not and I hope some of the people here can offer some help.

VAT - it seems clear that this is the transfer of a going concern, but the buyer is setting up his own VAT registration. No VAT is chargeable on the sale of the business and, as far as I can see, this applies stock, which is one of the assets being sold.

The assets are stock (circa £20k), equipment required for use in the business (NBV £7k) and an intangible asset which is the original franchise fee paid (NBV - £7k) so a total of £34k. Consideration for assets and goodwill is circa £100k.

The stock is a value to be agreed by buyer and seller when a stock count takes place, so this value is clear. The equipment may well have a fair value of £15k and the value of the franchise licence being transferred could, I suppose, be anywhere between nil and the value that the franchisor might charge to allow a new franchisee to set up - say £30k.

How do we get to the fair value of the assets?

The difference between the consideration and the fair value of the assets is goodwill. What difference does it make to the buyer or to the seller if the asset values are low and goodwill higher or if the asset values are higher and goodwill lower?

The selling company will make a chargeable gain which is subject to corporation tax and the total corporation tax liability will be payable nine months after the next year-end.

I hope this is fairly clear and comprehensive and I suspect it is a well-trodden path. Any answers (or links to previous answers of the same type of question) would be gratefully received.

Thanks.