Understanding ‘Transaction’ Under Section 75A: Definitions and Inclusions Explained

What Counts as a “Transaction” for SDLT Section 75A

For SDLT section 75A, the term “transaction” is interpreted very widely. It is not limited to the formal transfer of land and can include non-land steps, agreements, undertakings, wider arrangements, and even steps that happen after the buyer acquires the property, if they form part of the overall arrangement.

• Section 75A looks at land acquisitions carried out through a series of connected steps, not just a single transfer.
• The legislation does not narrowly define “transaction”; instead, it gives the word a broad ordinary meaning and expands it further.
• A transaction can include non-land dealings, offers, agreements, and undertakings, including promises not to do something.
• Informal or unusual arrangements may still count, even if they would not normally be described as transactions in legal practice.
• Steps taking place after the buyer acquires the chargeable interest can still be relevant if they are part of the same overall arrangement.
• In practice, the analysis should cover all connected dealings surrounding the acquisition, not just the land transfer documents.

Scroll down for the full analysis.

What counts as a “transaction” for SDLT section 75A

This page explains how widely the word “transaction” is interpreted for the purposes of section 75A of the SDLT rules. That matters because section 75A is aimed at arrangements involving a number of steps. If something counts as a transaction, it may be one of the steps that HMRC can take into account when applying that provision.

What this rule is about

Section 75A is concerned with cases where land is acquired through a series of dealings rather than through a simple single transfer. In that setting, it becomes important to know what can count as a “transaction”.

The source material makes the point that this word is not specially defined for these purposes. Instead, it takes its ordinary meaning. But the legislation then makes clear that the concept is deliberately wide. It is not limited to formal land transfers or contracts for the land itself.

What the official source says

The official material says that “transaction” is not defined in the legislation and should be given its ordinary meaning.

It also explains that section 75A(2) expressly says that the term includes, but is not limited to, the following:

• a non-land transaction
• any kind of agreement, offer or undertaking not to take a specified action
• any kind of arrangement, even if it might not otherwise be described as a transaction
• a transaction that happens after P has acquired the chargeable interest

The important point is that this is an inclusive list, not an exhaustive one. So the legislation is telling the reader that “transaction” should be read broadly.

What this means in practice

In practice, this means section 75A is not confined to the obvious legal steps by which land changes hands. HMRC may look at a wider set of acts, agreements, undertakings, and arrangements connected with the acquisition.

That has several consequences.

First, a step does not stop being relevant just because it does not itself transfer land. A non-land step may still be a transaction for these purposes.

Second, informal or unusual arrangements may still matter. The legislation is not limited to documents that lawyers would naturally label as “transactions”.

Third, promises or undertakings not to do something can be relevant, not just promises to do something.

Fourth, the timing can be wider than some readers expect. A step that takes place after P acquires the chargeable interest may still be within the concept of a transaction.

Overall, the provision is drafted to stop the analysis being defeated by breaking a land deal into multiple steps, or by using steps that are not themselves straightforward land transactions.

How to analyse it

When considering whether section 75A may be in point, a sensible starting framework is:

• Identify all steps connected with the acquisition of the chargeable interest, not just the transfer of the land.
• Ask whether any step is a non-land dealing that still forms part of the overall arrangement.
• Check for agreements, offers, undertakings, or commitments, including commitments not to take a particular action.
• Look for wider arrangements, even if they are not neatly documented as a single formal transaction.
• Do not ignore later steps merely because they happen after P acquires the property.

The key question is not simply “Was there a land transfer?” but “What are all the transactions or arrangements that form part of the wider set of dealings relevant to the acquisition?”

Example

Illustration: A buyer acquires a chargeable interest in land. Alongside that acquisition, there is a separate non-land agreement between parties in the structure, and one party also gives an undertaking not to exercise a contractual right. Later, after the buyer has acquired the land, another step is carried out under the same overall arrangement.

Based on the source material, all of those steps may potentially fall within the meaning of “transaction” for section 75A purposes. The fact that one step is non-land, another is a promise not to act, and another happens later in time does not automatically take them outside the provision.

Why this can be difficult in practice

The difficulty is that the legislation uses an ordinary word but then gives it a deliberately extended reach. That means the boundaries are not always obvious.

In real cases, the hard questions are often about connection and character. Is a particular step really part of the relevant arrangement, or is it separate? Is an informal understanding enough? How closely must a later event be linked to the acquisition? The source page does not answer those wider questions in detail. It mainly establishes that the term “transaction” is broad and should not be read narrowly.

Another practical difficulty is that readers may assume only legally operative land documents matter. This source indicates that assumption can be wrong. Section 75A can require a broader factual review of what the parties agreed, arranged, or undertook.

Key takeaways

• For section 75A, “transaction” is given its ordinary meaning but is expressly widened by the legislation.
• The concept can include non-land steps, undertakings not to act, broad arrangements, and even steps occurring after P acquires the land.
• When analysing section 75A, look at the whole arrangement, not just the formal land transfer.

This page was last updated on 24 March 2026

Useful article? You may find it helpful to read the original guidance here: Understanding ‘Transaction’ Under Section 75A: Definitions and Inclusions Explained

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