SDLT group relief and partnership property transfers
SDLT group relief and partnerships
HMRC’s page is a directory for guidance on group relief where property is transferred through a partnership.
- It covers several partnership types.
- Paragraph 27 changes how group relief works in specified cases.
- Later group changes can be important.
Scroll down for the full analysis.
Read the original guidance here:
SDLT group relief and partnership property transfers
This HMRC page is a signpost, not a decision. It points readers towards guidance on when group relief may affect stamp duty land tax, or SDLT, where property passes through a partnership.
This is important because property held or transferred through a partnership can make the connection between a company group and the partnership more complicated than many people expect. The interaction is not straightforward.
What this rule is about
Some transfers of property between companies in the same group may be exempt from SDLT through group relief. The basic relief is subject to strict ownership tests. Certain arrangements may also prevent it or lead to its later withdrawal.
Extra rules apply to partnership transactions. A partnership may hold the property while companies or people act as partners. Schedule 15 paragraph 27 modifies the ordinary group-relief rules for some such transactions.
The HMRC page provided here does not explain those rules in detail. It instead lists the related manual pages that do. Use it as a map for a difficult part of the SDLT rules.
What the official source says
HMRC’s manual says that this section covers paragraph 27, paragraph 27A, and a series of examples. It separates the material by the legal form of the partnership.
- One linked page covers the application of paragraph 27.
- Another gives an example of paragraph 27A.
- Three pages cover English partnerships and English limited partnerships.
- Three pages cover Scottish partnerships and Scottish limited partnerships.
- Three pages cover limited liability partnerships.
- A final page covers group relief and the sum of lower proportions.
That final phrase sounds obscure for good reason. It refers to a statutory calculation used when property moves into a partnership. The calculation can affect the amount treated as paid for SDLT purposes.
Where paragraph 10 applies to a transfer of property into a partnership, paragraph 27 extends group relief under the legislation, provided the conditions for that treatment are met. Those conditions must be satisfied.
Paragraph 27 also applies when paragraph 17 treats a later transfer of a partnership interest as a taxable land transaction, bringing that later transfer within the adapted group-relief provisions. Later transfers therefore matter.
What this means in practice
You might assume that a property transfer is free of SDLT because the companies belong to the same group. That fact alone is insufficient where a partnership is involved. The rules examine both the partner that was in the group and the property still held by the partnership.
A difficulty may arise at a later stage. Relief may be withdrawn if the relevant partner leaves the seller’s group while the partnership continues to hold the transferred property, or property derived from it.
The person’s share of the partnership’s income profits can affect the amount at risk.
- Check whether the transfer is to a partnership.
- Identify every partner on the relevant date.
- Check which partners are companies in the same group as the seller.
- Work out whether the normal group-relief conditions are met.
- Check for arrangements that can prevent the relief.
- Keep watching for changes in group membership after the transfer.
This rule is not decided by the business label. Calling an arrangement a joint venture or a group structure does not answer the SDLT question where the documents and ownership facts point to a different legal position. The documents and ownership facts do.
How to analyse it
Start with the property transfer itself. Then review the partnership and group facts in date order. A clear timeline can often expose the issue faster than a long chain of emails.
- What property interest moved, and on what date?
- Was the recipient a partnership at that time?
- Does Schedule 15 paragraph 10 apply to the transfer?
- Was there a later planned transfer of a partnership interest under paragraph 17?
- Which company was the seller, and which company or companies were in its group?
- Which partner is relevant for paragraph 27?
- What share of the partnership’s income profits does that partner have?
- Does the partnership still hold the transferred property when a group change happens?
- Does paragraph 27A affect the lower-proportions calculation?
Do not miss the timing point. Group relief normally depends on the group relationship at the transaction’s effective date. Later events can still matter because relief may be withdrawn.
Example
Suppose North Ltd transfers a warehouse into a partnership. A company in North Ltd’s group is a partner in that partnership.
First, determine whether the transfer falls within the partnership rules and meets the group-relief conditions.
That company later leaves North Ltd’s group while the partnership still owns the warehouse. Paragraph 27 modifies the normal withdrawal rule in this setting.
The outcome may depend on the former group company’s share of the partnership income profits at that later time while the partnership still owns the warehouse. For this reason, the contents page directs readers to separate examples.
Why this can be difficult in practice
Partnership structures do not all operate alike. English partnerships, Scottish partnerships and limited liability partnerships may each require separate analysis.
The manual’s contents list makes that distinction clear, although this page gives no answers.
It is easy to focus only on the transfer day, but that approach can miss a planned exit, a sale of shares, or a later change in control that may be central. Those facts may decide the issue.
- Group charts can hide indirect ownership changes.
- A partner’s economic share may differ from an informal understanding.
- A later transaction may have been planned from the start.
- The partnership agreement may change profit-sharing rights over time.
- HMRC’s examples are guidance and do not replace the legislation.
If you retain only one point, let it be this: companies being in the same group does not make the partnership rules disappear. Both sets of rules must be considered together.
Key takeaways
- This HMRC page is a contents page for related partnership guidance.
- Paragraph 27 adapts SDLT group relief for specified partnership transactions.
- The partnership type, group links and later changes can all matter.
Technical analysis
For advisers, and for anyone who wants to check the law behind this page. You do not need this section to understand the guidance above.
Legislation
- FA 2003 section 62 — gives effect to group relief schedule
- FA 2003 Schedule 7 para 1 — core conditions for company group relief
- FA 2003 Schedule 7 para 2 — arrangements that can prevent group relief
- FA 2003 Schedule 7 para 3 — when group relief can later be withdrawn
- FA 2003 Schedule 15 para 10 — property transfers into a partnership
- FA 2003 Schedule 15 para 12 — calculating the sum of lower proportions
- FA 2003 Schedule 15 para 17 — planned transfers of partnership interests
- FA 2003 Schedule 15 para 27 — special group relief rules for partnerships
- FA 2003 Schedule 15 para 27A — group relief adjustment for connected companies
Official guidance
The pages below are HMRC’s guidance. Guidance is not law. It sets out how HMRC reads the legislation, and it is not binding on you, on a tribunal or on a court. Where guidance and the legislation differ, the legislation wins. HMRC can also change or withdraw guidance, and it may not cover your facts.
Where this is not settled
- This contents page does not give the detailed facts or conclusions from its linked examples.
- The correct result for a particular deal may depend on provisions in the linked manual pages and the transaction documents.
Evidence you would need
This kind of case is decided on the facts of the individual property. These are the records that usually settle it, and the ones an adviser would ask you for.
- The partnership agreement and details of each partner
- The documents transferring the property or partnership interest
- Group charts at the relevant dates
- Details of any planned sale, restructuring or control change
- Records showing each partner’s share of partnership income profits
Explore this with an AI
Readers often want to test their own situation. Copy the prompt below into ChatGPT, Claude or Gemini. It hands the model the actual legislation for this page rather than letting it answer from memory, and tells it to be explicit about what is uncertain. What comes back is information, not advice – check it against the links above.
I am researching UK Stamp Duty Land Tax (SDLT), which applies in England and Northern Ireland. MY QUESTION SDLT group relief and partnership property transfers [Replace this with your own situation: what you are buying, the price, the dates, who the buyer is, and what you plan to do with the property.] THE LAW THIS TURNS ON - FA 2003 section 62 - gives effect to group relief schedule https://www.legislation.gov.uk/ukpga/2003/14/section/62/2025-11-17 - FA 2003 Schedule 7 para 1 - core conditions for company group relief https://www.legislation.gov.uk/ukpga/2003/14/schedule/7/paragraph/1/2025-11-17 - FA 2003 Schedule 7 para 2 - arrangements that can prevent group relief https://www.legislation.gov.uk/ukpga/2003/14/schedule/7/paragraph/2/2025-11-17 - FA 2003 Schedule 7 para 3 - when group relief can later be withdrawn https://www.legislation.gov.uk/ukpga/2003/14/schedule/7/paragraph/3/2025-11-17 - FA 2003 Schedule 15 para 10 - property transfers into a partnership https://www.legislation.gov.uk/ukpga/2003/14/schedule/15/paragraph/10/2025-11-17 - FA 2003 Schedule 15 para 12 - calculating the sum of lower proportions https://www.legislation.gov.uk/ukpga/2003/14/schedule/15/paragraph/12/2025-11-17 - FA 2003 Schedule 15 para 17 - planned transfers of partnership interests https://www.legislation.gov.uk/ukpga/2003/14/schedule/15/paragraph/17/2025-11-17 - FA 2003 Schedule 15 para 27 - special group relief rules for partnerships https://www.legislation.gov.uk/ukpga/2003/14/schedule/15/paragraph/27/2025-11-17 - FA 2003 Schedule 15 para 27A - group relief adjustment for connected companies https://www.legislation.gov.uk/ukpga/2003/14/schedule/15/paragraph/27A/2025-11-17 HMRC's guidance page on this topic (guidance, not law): https://www.gov.uk/hmrc-internal-manuals/stamp-duty-land-tax-manual/sdltm34350 HOW I WANT YOU TO ANSWER 1. Work from the legislation above. Read it before answering. HMRC guidance is HMRC's view of the law, not the law, and does not bind a tribunal or a court. 2. Tell me what the rule actually requires, in plain English. 3. Tell me which facts decide the answer, and which facts would change it. 4. Tell me what evidence I would need to support the position. 5. Be explicit about anything unsettled or fact-sensitive. Do not guess. 6. Your training data has a cutoff and SDLT rates and reliefs change at fiscal events. Say so if you are not sure the law is current. POINTS ALREADY KNOWN TO BE UNCERTAIN ON THIS TOPIC - This contents page does not give the detailed facts or conclusions from its linked examples. - The correct result for a particular deal may depend on provisions in the linked manual pages and the transaction documents. Do not give me a conclusion you cannot support from the provisions above.
Legislation links show Finance Act 2003 as it stood on 2025-11-17. The law may have changed since, and the rules that apply are those in force on the date of your transaction. The official guidance this page is based on is here.
This page was last updated on 1 September 2026
Useful article? You may find it helpful to read the original guidance here: SDLT group relief and partnership property transfers
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