SDLT group relief: plans for a company to leave the group
In short
SDLT group relief may be unavailable if an internal property transfer is connected with arrangements for the buying company to leave the group.
- Check plans and understandings in place at the effective date.
- A property-only company does not automatically show such arrangements.
- HMRC’s manual is guidance, not law.
Scroll down for the full analysis.
Read the original guidance here:
SDLT group relief: plans for a company to leave the group
A plan for the company buying land to leave the group can stop SDLT group relief. That may mean stamp duty is due on what looks like an internal transfer. The key question is whether arrangements existed when the transfer took effect.
What this rule is about
Group relief can remove SDLT from a transfer of land between companies in the same group. Broadly, one company must be a 75% subsidiary of the other, or both must be 75% subsidiaries of the same parent.
The relief is meant for real internal moves of property. A planned group exit bars relief.
What the official source says
The law blocks group relief where the transfer happens under, or in connection with, arrangements for the buyer to stop being a 75% subsidiary of the seller or a shared parent company.
A plan’s likelihood alone does not matter. HMRC considers facts existing at the transaction’s effective date, which is usually completion, alongside the arrangements then in place and their connection with the transfer. Usually, this means completion.
- The companies must be in the same group at the effective date.
- The restriction applies to arrangements connected with the land transfer.
- The planned change must cause the buyer to cease being a 75% subsidiary.
- An arrangement can be a scheme, agreement or understanding.
- It can count even if nobody could legally enforce it.
What this means in practice
Property-only companies are not automatically problematic. HMRC accepts that groups often move land into a separate property company for normal business reasons.
That fact alone does not show a planned group exit. HMRC says the whole picture must be considered.
- Keep records showing why the group moved the property.
- Check whether a share sale, option or restructuring was already planned.
- Review board papers and emails, not just signed contracts.
- Do not assume a plan is harmless because it might never happen.
How to analyse it
Start with the date that matters. Then work forward from the documents and discussions that existed by then.
- Identify the effective date of the land transfer.
- Confirm the 75% group relationship on that date.
- List plans, agreements and understandings already in place.
- Ask whether any would make the buyer leave the group.
- Ask whether the property transfer was connected with that plan.
- Record the commercial reason for the internal move.
Example
North Ltd transfers an office building to its wholly owned company, Property Ltd. Property Ltd has no staff and only holds that building. On its own, that does not mean group relief fails.
Suppose North Ltd had agreed in principle. It would sell all shares in Property Ltd to an outside investor. If the land transfer was connected with that plan, the relief may not be available. It does not answer the point that the sale later fell through.
Why this can be difficult in practice
People often seek signed contracts only. That is too narrow. The legislation covers an understanding as well as a formal agreement.
At the same time, a possible future sale is not automatically enough where the relevant agreement, understanding or other arrangement had not actually been made when the transfer took effect. The question is fact-heavy.
- A separate property company is not, on its own, proof of a group exit plan.
- An unsigned plan may still matter.
- Commercial reasons do not remove the need to check all the facts.
- HMRC’s view is guidance rather than the law itself.
Key takeaways
- Group relief can fail if a planned group exit is linked to the transfer.
- The facts at the effective date matter most.
- Keep evidence of both the group structure and the business reason for the move.
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 62 — schedule 7 provides SDLT reliefs
- FA 2003 Schedule 7 para 1 — basic group relief and 75% ownership test
- FA 2003 Schedule 7 para 2 — bar on planned group departures; wide meaning of arrangements
- FA 2003 section 119 — meaning of a transaction’s effective date
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 line between an ordinary future commercial possibility and arrangements already in place can depend heavily on documents, discussions and group plans.
- The supplied statutory text is confirmed only to 17 November 2025. Its application to a later transaction needs a current legislation check.
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.
- Group structure charts and share ownership records at the effective date
- Board minutes, investment papers and sale plans
- Share sale agreements, options and financing documents
- Emails or other records showing any understanding about a later group exit
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 SDLT group relief: plans for a company to leave the group [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 62 - schedule 7 provides SDLT reliefs https://www.legislation.gov.uk/ukpga/2003/14/section/62/2025-11-17 - FA 2003 Schedule 7 para 1 - basic group relief and 75% ownership test https://www.legislation.gov.uk/ukpga/2003/14/schedule/7/paragraph/1/2025-11-17 - FA 2003 Schedule 7 para 2 - bar on planned group departures https://www.legislation.gov.uk/ukpga/2003/14/schedule/7/paragraph/2/2025-11-17 - FA 2003 Schedule 7 para 2 - wide meaning of arrangements https://www.legislation.gov.uk/ukpga/2003/14/schedule/7/paragraph/2/2025-11-17 - FA 2003 section 119 - meaning of a transaction's effective date https://www.legislation.gov.uk/ukpga/2003/14/section/119/2025-11-17 HMRC's guidance page on this topic (guidance, not law): https://www.gov.uk/hmrc-internal-manuals/stamp-duty-land-tax-manual/sdltm23017 HOW I WANT YOU TO ANSWER 1. Work from the legislation above. Read it before answering. HMRC guidance is HMRC's 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 line between an ordinary future commercial possibility and arrangements already in place can depend heavily on documents, discussions and group plans. - The supplied statutory text is confirmed only to 17 November 2025. Its application to a later transaction needs a current legislation check. 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: SDLT group relief: plans for a company to leave the group
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