Guidance on Effective Date for Notional Transactions Under Section 75A (6)

Section 75A SDLT: effective date of the notional transaction

Where section 75A applies, SDLT treats there as being a notional land transaction. Its effective date is worked out by looking at the scheme transactions as a whole, not just one transfer. The date is usually the last completion date in the scheme, unless a relevant contract was substantially performed earlier, in which case that earlier date is used.

• Section 75A is an anti-avoidance rule for arrangements that reduce SDLT compared with a direct land transfer.
• The effective date of the notional transaction is the last date on which the scheme transactions are completed.
• If a contract forming part of the scheme was substantially performed earlier, that earlier date becomes the effective date instead.
• To apply the rule, identify all scheme transactions, note their completion dates, and check whether any relevant contract was substantially performed before completion.
• This date can affect when SDLT is treated as arising, return deadlines, and which rates or legal rules apply if timing is close to a change in the law.
• The main practical difficulties are deciding what counts as the scheme transactions and whether substantial performance has occurred.

Scroll down for the full analysis.

Section 75A SDLT: the effective date of the notional transaction

This page explains how the effective date is worked out for the notional land transaction created by section 75A of the SDLT rules. This matters because the effective date affects when SDLT is treated as arising and which timing rules apply. In section 75A cases, the date is not simply the date of one individual transfer. Instead, it is tied to the timing of the scheme transactions as a whole.

What this rule is about

Section 75A is an anti-avoidance provision. It can apply where a series of transactions or arrangements produces a lower SDLT charge than a direct land transfer would have produced. If the section applies, the law treats there as being a notional land transaction for SDLT purposes.

Once that notional transaction is identified, one practical question is when it is treated as taking effect. That is what this rule addresses. The answer matters because SDLT works by reference to the effective date of a land transaction.

What the official source says

The official material states that the effective date of the notional transaction under section 75A(6) is:

• the last date on which the scheme transactions are completed, or
• if earlier, the last date on which a contract forming part of the scheme transactions is substantially performed.

So the legislation looks across the scheme transactions collectively and picks the later stage of the scheme, unless substantial performance has already occurred earlier, in which case that earlier date is used.

The source also points readers to the general SDLT guidance on substantial performance. That is important because the meaning of substantial performance is not restated here. This page only tells you how that concept fits into section 75A timing.

What this means in practice

In an ordinary SDLT case, the effective date is usually identified by looking at the relevant contract and completion. In a section 75A case, the focus is broader. You must look at all of the scheme transactions and ask two timing questions:

• When was the last completion in the scheme?
• Before that, was there an earlier point when the last relevant contract had already been substantially performed?

If substantial performance occurred earlier, that earlier date becomes the effective date of the notional transaction.

This can matter in several ways. It may affect when an SDLT return would be due by reference to the notional transaction, how the timing rules interact with other events in the arrangement, and which version of the law or rates may be relevant if timing is close to a legislative change. The source material here does not go further into those consequences, but the effective date is a central SDLT timing concept.

How to analyse it

A sensible way to approach a section 75A timing issue is:

• Identify the scheme transactions that are said to fall within section 75A.
• List the completion date for each of those transactions.
• Identify any contracts within the scheme that may have been substantially performed before completion.
• Work out the last date of completion across the scheme.
• Then ask whether there was an earlier date on which a contract in respect of the scheme transactions was substantially performed. If so, use that earlier date instead.

The key point is that the rule is not asking for the effective date of each individual transaction. It is asking for the effective date of the notional transaction created by section 75A, using the timing of the scheme as a whole.

Example

This is only an illustration of the timing rule. Suppose a scheme involves several linked steps. One contract is substantially performed on 10 March. Later steps are completed on 20 March and 5 April, with the final scheme transaction completing on 5 April. Under the rule described in the source, the effective date of the notional transaction is 10 March, because that is an earlier date on which a contract in respect of the scheme transactions was substantially performed.

If there had been no earlier substantial performance, the effective date would instead have been 5 April, being the last date of completion of the scheme transactions.

Why this can be difficult in practice

The main difficulty is usually not the wording of section 75A(6) itself, but the earlier analytical steps.

• You must first identify what counts as the scheme transactions. That may be disputed in complex arrangements.
• You must then determine whether and when substantial performance occurred. That can be fact-sensitive and depends on the wider SDLT rules on substantial performance, which are dealt with elsewhere.
• In multi-step arrangements, different contracts and transfers may happen on different dates, so it is easy to focus on the wrong transaction instead of the scheme as a whole.

The source material here gives a clear timing rule, but applying it correctly depends on having already analysed the structure of the arrangement and the substantial performance position accurately.

Key takeaways

• For a section 75A notional transaction, the effective date is based on the timing of the scheme transactions as a whole.
• The default position is the last completion date in the scheme, unless there is an earlier relevant date of substantial performance.
• The difficult issues are often identifying the scheme transactions and deciding whether substantial performance has already happened.

This page was last updated on 24 March 2026

Useful article? You may find it helpful to read the original guidance here: Guidance on Effective Date for Notional Transactions Under Section 75A (6)

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