Identifying P in Land Transactions: Section 75A (1)(a) Guidance

Who Counts as “P” for SDLT Section 75A

For SDLT section 75A, “P” is the person who acquires the chargeable interest originally disposed of by “V”, or a chargeable interest derived from it, as part of a land transaction. The rule focuses on who actually acquires a land interest for SDLT purposes, not simply who benefits commercially or funds the arrangement.

• Section 75A applies to certain arrangements where a series of land-related steps produces less SDLT than might normally be expected.
• “P” must acquire either the original chargeable interest sold by “V” or an interest derived from it, such as a lease granted out of a freehold.
• The acquisition must happen through a land transaction; economic rights or commercial benefit alone are not enough.
• In practice, you should trace the land interest through the steps and identify who ends up with that interest, or a derived interest, in a land transaction.
• Care is needed in complex cases involving split interests, intermediate transfers, sub-sales, nominations, or trust arrangements.
• Identifying “P” is only one part of the section 75A analysis; the rest of the statutory conditions must still be checked.

Scroll down for the full analysis.

Who is “P” for SDLT section 75A purposes?

This page explains a narrow but important point in the SDLT anti-avoidance rules in section 75A. It deals with how to identify “P”, the person treated as acquiring land for the purposes of that rule. This matters because section 75A only operates if the legislation can identify a seller, a buyer, and a series of connected steps involving land.

What this rule is about

Section 75A is aimed at certain arrangements where land changes hands through a series of steps, but the SDLT result produced by those steps is less than would normally be expected from the overall outcome.

In that framework, the legislation refers to:

• “V”, the person disposing of the original chargeable interest, and
• “P”, the person who acquires that interest, or an interest derived from it.

The source material here focuses only on identifying “P”. It does not set out the whole of section 75A. Its specific point is that “P” is the person who acquires the chargeable interest disposed of by “V”, or a chargeable interest derived from that interest, and that this acquisition must happen as part of a land transaction.

What the official source says

The official material says that “P” can be identified as the person who acquires:

• the chargeable interest disposed of by “V”, or
• a chargeable interest derived from that interest.

It also says that the relevant chargeable interest must be acquired as part of a land transaction.

That means it is not enough that a person ends up with some economic benefit connected with land. The person must actually acquire a chargeable interest, and that acquisition must occur through a land transaction.

What this means in practice

In practical terms, the question is: who ends up acquiring the land interest that started with “V”, or an interest carved out of it, through one of the transactions in the arrangement?

This is important because section 75A is not framed around whoever benefits commercially in a broad sense. It is looking for a person who acquires a chargeable interest in land. The interest may be:

• the same interest that “V” disposed of, or
• an interest that comes out of that original interest.

For example, if the original owner disposes of a freehold and, through a series of steps, another person ends up acquiring a lease granted out of that freehold, the official wording indicates that person may still be “P” because the lease may be an interest derived from the original interest.

The added requirement that the interest must be acquired as part of a land transaction is also significant. Section 75A is concerned with land transactions for SDLT purposes. So the analysis must stay anchored to transactions that amount to acquisitions of chargeable interests.

How to analyse it

A sensible way to analyse this point is to ask the following questions in order:

• What is the original chargeable interest disposed of by “V”?
• Who, by the end of the arrangement or series of steps, has acquired that interest or an interest derived from it?
• Was that acquisition made as part of a land transaction?
• Is the person identified by that acquisition the person who should be treated as “P” for section 75A purposes?

When applying those questions, it helps to distinguish between legal ownership, beneficial entitlement, and contractual rights. The source material only goes so far, but its wording points to an acquisition of a chargeable interest as part of a land transaction. So the focus should remain on the land interest actually acquired, not merely on who funded the deal or who expected to profit from it.

You should also identify whether the final interest is the same as the one disposed of by “V” or whether it is derived from that interest. That distinction can matter where the original interest has been split, regranted, or otherwise reshaped during the arrangements.

Example

Illustration: A seller transfers a freehold interest into a set of pre-planned steps. At the end of those steps, the intended occupier does not receive the freehold itself but takes a long lease granted out of that freehold. On the wording in the source material, the occupier may still be “P” if the lease is a chargeable interest derived from the freehold and it is acquired as part of a land transaction.

The key point is that “P” does not have to acquire exactly the same legal estate that “V” originally disposed of. It may be enough that the person acquires an interest derived from it.

Why this can be difficult in practice

The source material is brief, and real transactions are often more complicated than the basic formula suggests.

Difficulties can arise where:

• several parties acquire different interests out of the original title
• the original interest is split between freehold and leasehold elements
• there are intermediate transfers, nominations, sub-sales, or trust arrangements
• it is unclear whether a person has acquired a chargeable interest or only contractual or economic rights

The phrase “derived from that interest” can also require careful analysis. In straightforward cases, a lease granted out of a freehold is an obvious example of a derived interest. In more complex structures, the connection between the original interest and the final acquired interest may need closer examination.

Another practical difficulty is that this page only addresses one element of section 75A. Identifying “P” does not by itself determine whether section 75A applies. The wider statutory conditions still need to be considered.

Key takeaways

• For section 75A, “P” is the person who acquires the original chargeable interest disposed of by “V”, or an interest derived from it.
• The acquisition must be part of a land transaction, not just a commercial arrangement connected with land.
• In complex structures, the main task is to track the land interest from “V” to the person who ultimately acquires that interest or a derivative of it.

This page was last updated on 24 March 2026

Useful article? You may find it helpful to read the original guidance here: Identifying P in Land Transactions: Section 75A (1)(a) Guidance

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