Read the original guidance here:
HMRC SDLT: SDLTM15020 – Variation of leases: Reducing the rent payable

SDLTM15020 – Changing Leases: Lowering the Rent

When a lease is changed to reduce the rent, this change is regarded as the tenant acquiring a chargeable interest according to FA03/SCH17A/PARA15A(1).

Since the tenant already holds a major interest in the lease, they need to submit a land transaction return only if the adjustment involves compensation that surpasses the relevant threshold.

Key Concepts

The following are critical concepts related to variations in leases and the payment of Stamp Duty Land Tax (SDLT):

• Chargeable Interest: This refers to the interest a tenant has in a lease that may attract tax when certain conditions are met.
• Land Transaction Return: This is a formal declaration submitted to HMRC when a tenant makes a taxable transaction. It contains information about the transaction and the amount of tax due.
• Chargeable Consideration: This is the amount that is taken into account for calculating the SDLT. It can comprise money or the value of any benefit exchanged.
• Relevant Threshold: This is the specific amount set by HMRC above which a land transaction return is necessary.

Examples of Lease Variations

The importance of understanding how reducing rent affects SDLT can be seen in the following examples:

Example 1

Landlord L grants a lease to Tenant T:

• The property is non-residential.
• The lease starts on 1 December 2000 and lasts for 45 years.
• The annual rent is set at £650,000.
• There will be upward-only rent reviews every five years.

On 1 July 2015, Tenant T pays Landlord L £10,000,000 to lower the rent to a peppercorn for the rest of the lease term.

In this case:

• Tenant T must submit a land transaction return.
• The payment of £10,000,000 is subject to SDLT at the rate of 4%.
• Thus, Tenant T has to pay £400,000 in SDLT no later than 31 July 2015.

Example 2

Landlord L grants a lease to Tenant T:

• The lease is for a non-residential property.
• The rent is £100,000 per year.
• The lease term is for 10 years.
• Tenant T has the right to terminate the lease after five years.

If Tenant T agrees to not exercise their right to break the lease, Landlord L reciprocates by reducing the rent to £80,000 per year.

In this scenario:

• No additional chargeable consideration has been given by Tenant T to Landlord L. This is because the value from giving up the right to break is not considered monetary compensation or money’s worth under FA03/SCH4/PARA1.
• Hence, no SDLT is due, and this transaction does not require notification.

Implications of Lease Variations

Understanding the implications of reducing rent through lease variations is essential for both tenants and landlords. The tax responsibilities depend heavily on whether any chargeable consideration is involved.

Here are some additional key points to consider:

• Changes to the lease can sometimes create unexpected tax liabilities.
• Tenants should document any changes to the lease clearly to avoid confusion about tax obligations.
• If chargeable consideration exceeds the relevant threshold, tenants should ensure they file the appropriate paperwork with HMRC to avoid penalties.

Taxable Situations

It is important to recognise when a change in lease could lead to a tax liability:

• If a tenant pays a sum to reduce their rent and this payment is above the threshold, it is typically liable for SDLT.
• If the reduction of rent is tied to any form of compensation that has a monetary or equivalent value, it could also trigger tax implications.

Practical Advice for Tenants and Landlords

Here are some practical tips for tenants and landlords regarding lease modifications:

• Consult with Professionals: When considering a variation to a lease, it is wise to seek advice from solicitors or tax specialists to understand the potential tax consequences.
• Document Everything: Ensure any agreements are well-documented. Whether you document the agreement as a formal variation or as a side agreement, having everything in writing can help clarify the situation in the future.
• Be Aware of Deadlines: Keep track of any deadlines for submitting land transaction returns to ensure compliance with HMRC rules.

Final Reminders

Lastly, here are a few reminders regarding SDLT in the context of lease variations:

• Always check the latest SDLT guidance from HMRC. Tax rules may change, and staying updated is key.
• Remember that periods of review can be complex, so consider periodic assessments of your lease agreements.
• If uncertain about whether a variation triggers SDLT, it is better to inquire before making any payments to avoid unexpected tax bills.