Can relief apply to a notional SDLT transaction?
Relief can still apply
A notional transaction created by the SDLT anti-avoidance rule can receive relief. The relief must meet all of its usual conditions and restrictions.
- Test the imagined transfer as a real transfer
- Check the facts at its effective date
- Review control arrangements for group relief
Scroll down for the full analysis.
Read the original guidance here:
Can relief apply to a notional SDLT transaction?
Yes, it can. Where the stamp duty anti-avoidance rule produces an imagined direct sale, and every ordinary condition of the relief is met, relief can apply to that imagined sale. It is not automatic. Every normal condition must be satisfied.
What this rule is about
Section 75A can apply when a series of steps moves land from an original seller to an end buyer and results in less SDLT than a direct sale would have produced. When it does, the law disregards those land steps and creates a notional transaction instead.
In other words, the law treats the transaction as a direct imagined transfer from the original seller, V, to the end buyer, P. Tax is then calculated on that imagined transfer.
What the official source says
HMRC’s manual states that P may take account of a relief available on the imagined transfer. This reflects section 75C(2). Relief is available only if the imagined transfer would qualify as a real one, every normal entry condition is met, and no restriction prevents the claim. Otherwise, it is unavailable.
- The anti-avoidance rule must first apply to the wider set of transactions.
- The law must create a notional transaction between V and P.
- The relief’s normal entry conditions must be met.
- Any restriction on the relief must also be met.
- At the effective date of the notional transaction, the relevant facts are tested.
What this means in practice
A relief does not become unavailable merely because section 75A applies. Nor does section 75C cure a failed relief claim. Instead, it tests the imagined direct transfer as if it had actually occurred.
This is particularly important in company restructures. Group relief may be available if both companies belong to the same group. Yet arrangements may prevent relief if they give someone control over the buyer, but not the seller.
- Check the relief separately from the section 75A calculation.
- Test the relationship between V and P on the relevant date.
- Read the relief restrictions, not only its basic rule.
- Review planned share sales, options and control agreements.
How to analyse it
Begin with the wider transactions. Next, consider the imagined direct transfer. Then identify any relief that may apply to it.
- Identify V, the original seller, and P, the end buyer.
- Work out whether section 75A applies to the series of steps.
- Find the effective date of the notional transaction.
- Identify the relief claimed for that transaction.
- On the facts at that date, test every condition and restriction of the relief.
- Keep evidence of the group structure and all related arrangements.
Example
Company V and Company P are members of the same group. The series of steps brings section 75A into play.
The law therefore creates an imagined transfer from V to P. Group relief may apply because the two companies are in the same group.
However, group relief is unavailable on that imagined transfer if arrangements already allow another person to take control of P but not V. The wider steps do not remove that restriction.
Why this can be difficult in practice
This is the point that people can miss: real-world plans remain relevant when the imagined transfer is tested. Even outside the land transfer, ownership arrangements and understandings can matter.
- Being in the same group is not always enough for group relief.
- An arrangement can matter even if it has not happened yet.
- A planned change in control may affect only one company.
- Documents outside the property paperwork may decide the result.
Key takeaways
- A notional transaction can qualify for SDLT relief.
- Every normal relief condition still applies.
- Group relief can fail where planned control changes affect only the buyer.
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 75A — when the anti-avoidance rule can apply; creation of the notional land transaction; amount used for the notional transaction; effective date of the notional transaction
- FA 2003 section 75C — reliefs available for the notional transaction
- FA 2003 Schedule 7 para 1 — basic conditions for group relief
- FA 2003 Schedule 7 para 2 — change-of-control restriction on group relief
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
- Whether arrangements exist, and whether they allow a person to obtain control of one company but not the other, can depend on the detailed facts and documents.
- The supplied statutory text is current only to 17 November 2025. The law must be checked against current legislation for a later effective date.
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.
- A diagram showing the companies and their ownership at the relevant date
- Share registers, articles, option agreements and financing documents
- Sale, restructuring and other arrangements connected with the wider series of transactions
- The dates on which the transactions completed or were substantially performed
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 Can relief apply to a notional SDLT transaction? [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 75A - when the anti-avoidance rule can apply https://www.legislation.gov.uk/ukpga/2003/14/section/75A/2025-11-17 - FA 2003 section 75A - creation of the notional land transaction https://www.legislation.gov.uk/ukpga/2003/14/section/75A/2025-11-17 - FA 2003 section 75A - amount used for the notional transaction https://www.legislation.gov.uk/ukpga/2003/14/section/75A/2025-11-17 - FA 2003 section 75A - effective date of the notional transaction https://www.legislation.gov.uk/ukpga/2003/14/section/75A/2025-11-17 - FA 2003 section 75C - reliefs available for the notional transaction https://www.legislation.gov.uk/ukpga/2003/14/section/75C/2025-11-17 - FA 2003 Schedule 7 para 1 - basic conditions for group relief https://www.legislation.gov.uk/ukpga/2003/14/schedule/7/paragraph/1/2025-11-17 - FA 2003 Schedule 7 para 2 - change-of-control restriction on group relief https://www.legislation.gov.uk/ukpga/2003/14/schedule/7/paragraph/2/2025-11-17 Guidance page from HMRC on this topic (guidance, not law): https://www.gov.uk/hmrc-internal-manuals/stamp-duty-land-tax-manual/sdltm09300 HOW I WANT YOU TO ANSWER 1. Work from the legislation above. Read it before answering. Guidance from HMRC is its 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 - Whether arrangements exist, and whether they allow a person to obtain control of one company but not the other, can depend on the detailed facts and documents. - The supplied statutory text is current only to 17 November 2025. The law must be checked against current legislation for a later effective date. 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 31 August 2026
Useful article? You may find it helpful to read the original guidance here: Can relief apply to a notional SDLT transaction?
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