Company business transfers and SDLT: the section 75C(3) rule
In short
Section 75C(3) prevents an assumed SDLT transaction from being ignored when testing relief for a qualifying company business transfer.
- It applies only where section 75A creates an assumed transaction.
- A scheme step must be connected with transferring all or part of an undertaking.
- Relief still depends on meeting the separate Schedule 7 conditions.
Scroll down for the full analysis.
Read the original guidance here:
Company business transfers and SDLT: the section 75C(3) rule
Company business transfers and the section 75C(3) SDLT rule
Section 75C(3) may matter when a company transfers a business, or part of one, through several linked steps. An SDLT anti-avoidance rule may create an assumed transaction. Section 75C(3) says that transaction can still be considered for company transfer relief. This may affect the stamp duty land tax result.
What this rule is about
Some company reorganisations involve land, shares, businesses and debts. A series of steps can move land between companies without a direct sale.
In some cases, section 75A creates an assumed land transaction. Section 75C(3) sets out how that assumed transaction fits with two SDLT reliefs for company business transfers.
What the official source says
HMRC’s manual says that Schedule 7 contains reconstruction relief and acquisition relief where one company takes over all or part of another company’s undertaking. Section 75C(3) links those reliefs to an assumed transaction under section 75A.
- Section 75A must create an assumed transaction.
- At least one step in the wider scheme must be for, or connected with, transferring all or part of an undertaking.
- For Schedule 7 paragraphs 7 and 8, the assumed transaction then counts as connected with that transfer.
- This does not make relief automatic.
Reconstruction relief can exempt a qualifying land transaction. Acquisition relief can reduce the SDLT charged on a qualifying transaction. Each relief has its own conditions.
What this means in practice
The point is narrow. But it can be useful. A transaction can still fall within these relief rules when section 75A treats the arrangement as creating an assumed transaction.
- First, list each step in the arrangement.
- Check whether those steps include a business transfer.
- Keep the section 75A question separate from the relief question.
- Check every condition for reconstruction or acquisition relief.
With several companies, the final land transfer may not tell the full story. Other steps can matter.
How to analyse it
Follow the structure one step at a time. The key fact is often how a step links to the undertaking transfer.
- Name the company that transfers the undertaking and the one that receives it.
- List the land included in, or linked to, that transfer.
- List each scheme transaction, including share and funding steps.
- Ask if section 75A creates an assumed transaction.
- Ask if any scheme step was for, or connected with, the undertaking transfer.
- Then check the conditions in Schedule 7 paragraph 7 or paragraph 8.
Example
Green Ltd transfers part of its business, including land, to Blue Ltd under a wider reorganisation. The arrangement also includes share and funding steps. If section 75A creates an assumed land transaction, and one of those steps is connected with the business transfer, section 75C(3) allows that assumed transaction to be considered under the reconstruction or acquisition relief rules. Blue Ltd must still meet the conditions for the relevant relief.
Why this can be difficult in practice
The land transfer may seem enough. It is not. The law considers scheme transactions. It also considers their connection with the undertaking transfer.
- It may be hard to tell what forms part of the undertaking being transferred.
- A funding or share step may be closely connected, even though it does not transfer land.
- Calling an arrangement a reconstruction does not prove that reconstruction relief applies.
- The relief conditions and any later withdrawal rules need separate checks.
Key takeaways
- Section 75C(3) links an assumed section 75A transaction to Schedule 7 reliefs.
- A link to that transfer can suffice. The assumed transaction need not be the direct transfer step.
- The relevant reconstruction or acquisition relief conditions still decide the final SDLT result.
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 75C — treats certain assumed transactions as undertaking transfers
- FA 2003 Schedule 7 para 7 — reconstruction relief for qualifying company business transfers
- FA 2003 Schedule 7 para 8 — acquisition relief for qualifying company business transfers
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 material does not set out the full meaning of undertaking.
- Current primary legislation must be checked for a transaction after 17 November 2025.
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 and documents showing every step in the arrangement
- Documents identifying the undertaking or part being transferred
- The share issue, cash payments and assumed liabilities
- Evidence of the commercial purpose of the arrangement
- The effective date and the law in force on that date
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 Company business transfers and SDLT: the section 75C(3) rule [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 75C - treats certain assumed transactions as undertaking transfers https://www.legislation.gov.uk/ukpga/2003/14/section/75C/2025-11-17 - FA 2003 Schedule 7 para 7 - reconstruction relief for qualifying company business transfers https://www.legislation.gov.uk/ukpga/2003/14/schedule/7/paragraph/7/2025-11-17 - FA 2003 Schedule 7 para 8 - acquisition relief for qualifying company business transfers https://www.legislation.gov.uk/ukpga/2003/14/schedule/7/paragraph/8/2025-11-17 Guidance page from HMRC on this topic (guidance, not law): https://www.gov.uk/hmrc-internal-manuals/stamp-duty-land-tax-manual/sdltm09310 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 - The supplied material does not set out the full meaning of undertaking. - Current primary legislation must be checked for a transaction after 17 November 2025. 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: Company business transfers and SDLT: the section 75C(3) rule
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