Group relief and a later company sale: when no extra SDLT is due
In brief
Where land moves within a company group, a later share sale can put group relief at risk. HMRC’s example shows why the later movement of the land may change the result.
- Check whether the land later moved at market value.
- Check whether SDLT was paid on that later transfer.
- Check the ownership chain when the company leaves the group.
Scroll down for the full analysis.
Read the original guidance here:
Group relief and a later company sale: when no extra SDLT is due
Group relief and a later company sale: when no extra SDLT is due
Stamp duty land tax group relief may apply when land is transferred between companies in the same group. A later sale of one of those companies can, however, place that relief at risk.
HMRC gives an important example in which no extra SDLT is due after the land has first moved, at market value, to another group company and SDLT has been paid on that later transfer. That later transfer matters.
What this rule is about
Group relief can remove SDLT when land passes between companies in the same group, allowing a business to rearrange land among its own companies without that charge. It can help where a business rearranges land between its own companies.
There is a catch. The earlier relief may be withdrawn if, within three years, the company receiving the land leaves the seller’s group, even though the transfer originally qualified for relief.
This may sound straightforward. It is not always the final answer.
The law also considers what happened to the land before the group changed. A later intra-group transfer can be very important.
What the official source says
HMRC’s manual includes an example involving three companies. A Ltd owns B Ltd, and B Ltd owns C Ltd. All three are in the same SDLT group.
A Ltd transfers land worth £1,000,000 to B Ltd without payment. B Ltd claims group relief on that transfer.
- Four months later, B Ltd transfers the land to C Ltd for £1,100,000.
- The land is worth £1,100,000 at that time.
- C Ltd could have claimed group relief, but does not claim it.
- Instead, SDLT is paid on the transfer from B Ltd to C Ltd.
- A Ltd then sells its shares in B Ltd to an unconnected buyer within three years.
- B Ltd and C Ltd leave A Ltd’s group as a result.
Ordinarily, B Ltd leaving the group could withdraw the relief on A Ltd’s earlier transfer. However, C Ltd holds the land by that point.
The key point is that C Ltd bought the land at market value. Although group relief was available, C Ltd did not claim it and SDLT was paid.
HMRC says that no further SDLT is payable when B Ltd leaves the group.
The group-relief withdrawal rule in the legislation produces this outcome. It does not regard the earlier relief as withdrawn when the relevant land has later been bought at market value in a taxed transfer of this type.
What this means in practice
You cannot resolve this issue merely by considering the company whose shares are sold, because you must also trace the land and assess each relevant transfer before the sale. You must trace the land as well.
In particular, establish whether the land moved to another company before the share sale. Then examine the terms of that transfer and its tax treatment.
- A later group transfer does not automatically protect the earlier relief.
- The later transfer must be at market value.
- Group relief must have been available on that later transfer.
- That relief must not have been claimed.
- SDLT must have been paid on the later transfer.
- The ownership position when the shares are sold matters.
This result can prevent the same land from creating an extra SDLT charge after SDLT has already been paid on its later transfer. It is fact-specific, rather than a general exemption for company sales.
How to analyse it
Begin with a timeline. Record every land transfer and share sale, including the companies involved and the value used.
- Identify the original transfer on which group relief was claimed.
- Confirm that the seller and buyer were in the same group at that time.
- Find the date on which the buyer left that group.
- Check whether that happened within three years of the original transfer.
- Follow the land through any later transfers within the group.
- Check who held the land when the group changed.
- Review whether a later transfer was for market value.
- Check whether group relief was available but not claimed on that transfer.
- Keep the return and proof of SDLT paid on the later transfer.
What determines the answer? It is not simply whether the land remained somewhere in the wider business.
The value and tax treatment of the later transfer are central.
Example
HMRC’s figures provide an illustration. A Ltd gives land worth £1,000,000 to B Ltd, and B Ltd claims group relief.
Four months later, B Ltd sells the land to C Ltd for its £1,100,000 market value. C Ltd pays SDLT instead of claiming group relief.
A Ltd then sells B Ltd within three years. As a result, both B Ltd and C Ltd leave the group.
This could normally trigger withdrawal of B Ltd’s relief. However, HMRC says no further SDLT is due because C Ltd’s later purchase, made at market value and taxed after group relief was available but not claimed, meets the stated condition. That condition is decisive.
Why this can be difficult in practice
Company groups often change through several steps, while different teams may hold the paperwork. A share sale may appear to be the only important event.
It rarely is.
Market value may require evidence. The same is true of the precise ownership chain, the date on which each step took effect, and the SDLT treatment selected for the later land transfer.
- Do not assume that a transfer for £1,100,000 was automatically at market value.
- Do not assume that paying SDLT alone is enough.
- Do not overlook a company that left the group with the main company.
- Do not treat HMRC’s manual example as a substitute for checking the statutory conditions.
HMRC’s manual provides guidance rather than law. The legislation is the controlling source and should be checked against the dates of the actual transactions.
Key takeaways
- Group relief can be at risk when the company receiving the land leaves the seller’s group within three years of the original transfer.
- A later market-value transfer on which SDLT was paid can stop an extra charge arising.
- Track the land, the group structure, the values and the SDLT returns.
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 reliefs and how they are claimed
- FA 2003 Schedule 7 para 1 — when companies in one group can claim relief
- FA 2003 Schedule 7 para 3 — when group relief is withdrawn after leaving a group
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 source does not explain how to establish market value where the companies disagree or there is limited comparable evidence.
- The source does not cover every possible restructuring, share sale, partial transfer or ownership chain.
- The supplied legislation is recorded only to 17 November 2025. Current law and the law at the relevant transaction dates should be checked before relying on this result.
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 chart showing ownership before and after each step
- Dates of both land transfers and the share sale
- Land transfer documents and the SDLT return for each transfer
- Proof that SDLT was paid on the later transfer
- Market-value evidence for the later transfer
- Records showing which company held the land at the share sale
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 Group relief and a later company sale: when no extra SDLT is due [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 reliefs and how they are claimed https://www.legislation.gov.uk/ukpga/2003/14/section/62/2025-11-17 - FA 2003 Schedule 7 para 1 - when companies in one group can claim relief https://www.legislation.gov.uk/ukpga/2003/14/schedule/7/paragraph/1/2025-11-17 - FA 2003 Schedule 7 para 3 - when group relief is withdrawn after leaving a group https://www.legislation.gov.uk/ukpga/2003/14/schedule/7/paragraph/3/2025-11-17 Guidance page from HMRC on this topic (guidance, not law): https://www.gov.uk/hmrc-internal-manuals/stamp-duty-land-tax-manual/sdltm23090d 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 source does not explain how to establish market value where the companies disagree or there is limited comparable evidence. - The source does not cover every possible restructuring, share sale, partial transfer or ownership chain. - The supplied legislation is recorded only to 17 November 2025. Current law and the law at the relevant transaction dates should be checked before relying on this result. 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: Group relief and a later company sale: when no extra SDLT is due
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