Who can be asked to pay stamp duty after company relief ends?
Recovery after company relief ends
If company stamp duty relief is later withdrawn, unpaid SDLT can sometimes be recovered from a parent company or controlling director.
- The SDLT amount must be final.
- It must remain unpaid for six months.
- HMRC must issue a notice within the statutory time limit.
Scroll down for the full analysis.
Read the original guidance here:
Who can be asked to pay stamp duty after company relief ends?
Who can be asked to pay stamp duty after company relief ends?
SDLT relief may apply when property moves as part of a company reorganisation. Should that relief later end, the company that received the property will normally be responsible for the SDLT. If it does not pay, HMRC may pursue certain parent companies or controlling directors instead.
What this rule is about
This is a recovery rule. Not every company in a group is liable. Nor is every director.
It applies only after a particular kind of company relief has been withdrawn. The unpaid amount must also have been finally determined and remain unpaid for six months.
That distinction matters. A sale or group change can create a large stamp duty bill after the original property transfer appeared to be covered by relief.
What the official source says
HMRC’s manual says that, where reconstruction or acquisition relief is withdrawn, the company receiving the property remains responsible; if the resulting SDLT is finally determined and remains unpaid for six months, the legislation lets HMRC recover it from certain other people. That route is limited.
- The relief must have ended under the rules that apply where control changes, or where a later transfer of shares is not exempt from the charge. That is essential.
- The SDLT due because of that change must have been finally determined.
- All or part of that amount must still be unpaid six months after it became payable.
- HMRC may notify its group parent.
- That company must have been in the same group at some point during the relevant period.
- HMRC may also issue a notice to a controlling director of the receiving company.
- Alternatively, it may issue a notice to a controlling director of a company that controlled the receiving company.
The relevant period begins on the effective date of the property transaction. It ends when the change of control took place.
A company is above another company when the lower company is its 75% subsidiary, whether directly or through another company in the ownership chain. The test is specific.
The detailed 75% test looks beyond a simple shareholding percentage.
What this means in practice
If you were a parent company or a controlling director during that period, your connection may matter even if you have since left the group. The question is not only who owns the business now.
It is who sat in the group, and who had control, between the property transfer and the event that ended the relief.
- A former parent company may fall within the rule if it stood above the receiving company during the relevant period, even if it later left the group. Past links count.
- A director is not caught merely because they held office.
- They must also have had control under the tax definition.
- HMRC must serve a recovery notice before it can require payment from that person or company.
- The notice must state the amount that remains unpaid.
- It must allow 30 days from service for payment.
- HMRC must serve it within three years of the final determination of the SDLT amount.
A notice is therefore a serious document. It should identify the unpaid sum, rather than simply saying that relief has ended.
How to analyse it
Start with the original company property transfer. Then work forwards through the ownership history. A current group chart alone may give the wrong answer.
- Check which relief was claimed when the property moved.
- Identify the event said to have ended that relief.
- Confirm whether the statutory conditions for withdrawal were met.
- Establish the date on which the resulting SDLT became finally determined.
- Check whether any of that amount was still unpaid six months later.
- Draw the group structure from the property transfer date to the control change.
- Identify companies above the receiving company during that period.
- Check which directors had control under the statutory test.
- Read the notice carefully, including its date, amount and payment deadline.
Example
Illustration: North Ltd receives a warehouse during a company reorganisation and obtains relief. A later change in control causes the relief to end. The final SDLT bill is £80,000.
Six months after it became payable, £50,000 remains unpaid. Holdings Ltd stood above North Ltd during the relevant period. Priya controlled North Ltd. HMRC may be able to send a notice seeking the unpaid £50,000 from Holdings Ltd or Priya, if each statutory test is met.
It cannot do this merely because either has a connection to the business today.
Why this can be difficult in practice
Company records, rather than the property documents, often determine the outcome in this area. Rights and arrangements can establish control even where the name on a share certificate does not reflect them.
You might think a director who owned no shares is safe. That is not always the right test. Equally, being a director alone does not make someone a controlling director.
- Group charts may omit indirect ownership links.
- Share rights can differ from ordinary voting rights.
- Control may change because of arrangements, not only a completed share sale.
- The date of final determination may affect HMRC’s three-year notice limit.
- A later change in group ownership does not erase what happened during the relevant period.
- HMRC’s manual is guidance, not law; the legislation sets the actual tests.
Key takeaways
- The receiving company remains the starting point for the SDLT debt.
- After six months of non-payment, HMRC may pursue specified parent companies or controlling directors.
- The group structure and control position during the relevant period decide who may receive a notice.
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 Schedule 7 para 1 — when one company is a 75% subsidiary
- FA 2003 Schedule 7 para 9 — withdrawal after a change of company control
- FA 2003 Schedule 7 para 11 — withdrawal after a later share transfer
- FA 2003 Schedule 7 para 12 — who may be required to pay unpaid tax
- FA 2003 Schedule 7 para 13 — notice, payment period and service time limit
- an Act of 2003 we do not have an identifier for section 67 — who counts as a company director (no link: an Act of 2003 we do not have an identifier for)
- Corporation Tax Act 2010 ss.450-451 — how control of a company is worked out (could not parse a provision)
- an Act of 2010 we do not have an identifier for section 452 — people treated as directors for tax purposes (no link: an Act of 2010 we do not have an identifier for)
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
- Whether a person had control, was a director, or sat above the receiving company can depend on detailed share rights and the full group structure.
- The supplied material does not explain every route by which an amount becomes finally determined.
- The current law for events after 17 November 2025 needs checking against the official legislation.
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.
- The date the property moved within the company arrangement
- The date and details of the change in control
- A group chart covering the whole relevant period
- Share registers, voting rights and company constitutional documents
- Director records and evidence of who controlled each company
- The final tax determination, recovery notice and payment records
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 Who can be asked to pay stamp duty after company relief ends? [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 Schedule 7 para 1 - when one company is a 75% subsidiary https://www.legislation.gov.uk/ukpga/2003/14/schedule/7/paragraph/1/2025-11-17 - FA 2003 Schedule 7 para 9 - withdrawal after a change of company control https://www.legislation.gov.uk/ukpga/2003/14/schedule/7/paragraph/9/2025-11-17 - FA 2003 Schedule 7 para 11 - withdrawal after a later share transfer https://www.legislation.gov.uk/ukpga/2003/14/schedule/7/paragraph/11/2025-11-17 - FA 2003 Schedule 7 para 12 - who may be required to pay unpaid tax https://www.legislation.gov.uk/ukpga/2003/14/schedule/7/paragraph/12/2025-11-17 - FA 2003 Schedule 7 para 13 - notice, payment period and service time limit https://www.legislation.gov.uk/ukpga/2003/14/schedule/7/paragraph/13/2025-11-17 - an Act of 2003 we do not have an identifier for section 67 - who counts as a company director - an Act of 2010 we do not have an identifier for section 452 - people treated as directors for tax purposes HMRC's guidance page on this topic (guidance, not law): https://www.gov.uk/hmrc-internal-manuals/stamp-duty-land-tax-manual/sdltm23280 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 - Whether a person had control, was a director, or sat above the receiving company can depend on detailed share rights and the full group structure. - The supplied material does not explain every route by which an amount becomes finally determined. - The current law for events after 17 November 2025 needs checking against the official legislation. 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: Who can be asked to pay stamp duty after company relief ends?
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