Stamp duty group relief: an LLP must still meet the 75% ownership test
Group relief and LLPs
Where an LLP sits between companies, a simple ownership chart may not show whether group relief applies.
- Apply the 75% group test
- Check profit and asset rights
- Read the LLP agreement
Scroll down for the full analysis.
Read the original guidance here:
Stamp duty group relief: an LLP must still meet the 75% ownership test
Stamp duty group relief: an LLP must still meet the 75% ownership test
An LLP in a company structure does not automatically create a stamp duty group. Whether relief is available depends on who owns what and on the rights attached to those shares. Those points can decide whether group relief is available when land moves between companies.
What this rule is about
Group relief can remove stamp duty on a transfer of land between companies in the same group. Under the law, the ownership test is 75%. Rights to profits and assets on a company closing down also matter.
As a limited liability partnership, an LLP falls within the SDLT definition of partnership. Its position in the structure therefore needs careful thought.
What the official source says
HMRC’s manual gives an ownership example. A Ltd owns all of B Ltd and C Ltd. B Ltd and C Ltd each hold a 50% interest in a partnership, which holds all the shares in E Ltd and F Ltd.
- A Ltd owns 100% of B Ltd.
- A Ltd owns 100% of C Ltd.
- B Ltd and C Ltd each have a 50% partnership interest.
- The partnership owns 100% of E Ltd and F Ltd.
What this means in practice
Rather than proving a simple group, the diagram warns against relying on a simple group chart. To obtain group relief, the buyer and seller must meet the statutory group test at the relevant time.
Neither A Ltd sitting above B Ltd and C Ltd, nor the chart alone, answers every question below the partnership. More analysis is needed.
- Identify the company selling the land.
- Identify the company receiving it.
- Trace the ownership route between them.
- Check rights to shares, profits and winding-up assets.
How to analyse it
Start with the proposed transfer, not the chart heading. Then work down the ownership chain. Ask: which entity is the possible common parent?
- Confirm that the partnership is an LLP.
- Read the LLP agreement and company documents.
- Test whether the relevant companies meet the 75% test.
- Check for arrangements that could block relief.
Example
Suppose E Ltd plans to transfer a warehouse to F Ltd. Both companies are shown in the diagram as wholly owned by the LLP.
What must be tested, therefore, is whether that ownership, when read alongside the relevant rights and arrangements and the position of both companies, satisfies the statutory group test. That matters. B Ltd and C Ltd each having 50% does not, by itself, settle the result.
Why this can be difficult in practice
People often focus only on issued share percentages. That is not enough. Beyond share percentages, the legislation considers profit and winding-up rights, and partnership rules affect how SDLT treats partnership property and transactions.
- A chart may omit important contractual rights.
- The LLP agreement may change the practical analysis.
- Planned funding or control changes may prevent relief.
Key takeaways
- An LLP structure needs a detailed ownership check.
- Fifty-fifty partnership interests do not provide the whole answer.
- HMRC’s diagram is guidance, not a final legal conclusion.
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 Schedule 7 para 1 — when companies qualify as members of the same group
- FA 2003 Schedule 7 para 2 — arrangements that can prevent group relief
- FA 2003 Schedule 15 para 1 — meaning of partnership including a limited liability partnership
- FA 2003 Schedule 15 para 2 — how partnership legal personality is disregarded for SDLT
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
- The supplied example does not say which company is transferring land, or whether any arrangements could prevent relief.
- The full constitutional rights and LLP agreement would need checking before reaching a conclusion.
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.
- Current company share registers and articles
- The LLP agreement and members’ rights
- Details of the proposed land transfer
- Any sale, funding or control arrangements connected with the transfer
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 Group relief where an LLP sits in the ownership chain [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 Schedule 7 para 1 - when companies qualify as members of the same group 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 15 para 1 - meaning of partnership including a limited liability partnership https://www.legislation.gov.uk/ukpga/2003/14/schedule/15/paragraph/1/2025-11-17 - FA 2003 Schedule 15 para 2 - how partnership legal personality is disregarded for SDLT https://www.legislation.gov.uk/ukpga/2003/14/schedule/15/paragraph/2/2025-11-17 HMRC's guidance page on this topic (guidance, not law): https://www.gov.uk/hmrc-internal-manuals/stamp-duty-land-tax-manual/sdltm34450 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 - The supplied example does not say which company is transferring land, or whether any arrangements could prevent relief. - The full constitutional rights and LLP agreement would need checking before reaching a conclusion. 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: Stamp duty group relief: an LLP must still meet the 75% ownership test
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