Who can sign an SDLT return for a company?
Who can act for a company?
For SDLT, a company normally acts through its company secretary or another authorised person. HMRC says it will usually accept a signed return where there is no reason to question that authority.
- The company secretary is normally the proper officer.
- A treasurer normally acts for an unincorporated association.
- A liquidator or administrator takes over in insolvency.
Scroll down for the full analysis.
Read the original guidance here:
Who can sign an SDLT return for a company?
If a company buys land or property, someone must deal with the stamp duty land tax return. Usually, the company secretary acts. Another authorised person may act. If the company is in liquidation or administration, the answer changes.
What this rule is about
An SDLT return is sent to HMRC after a reportable land deal. It has a declaration that the information is correct and complete. So, who acts for the company matters.
The law calls the usual responsible person the “proper officer”. This means the person the law says can act for the company on SDLT matters.
This is not mainly about who fills in the form. A solicitor, tax agent or employee may help prepare it. The key question is whether the company has allowed that person to act for it.
What the official source says
HMRC’s manual says a company may be a body corporate or an unincorporated association, but it does not include a partnership or limited liability partnership because separate partnership rules apply. Those bodies have different rules.
The law usually says the proper officer acts. It may also act through someone with express, implied or apparent authority. Authority can be express, implied or apparent. In plain terms, it may be clearly given, come from the person’s role, or seem to others to exist.
- For a body corporate, this is usually the company secretary.
- If there is no company secretary, it can be a person acting as secretary.
- For an unincorporated association, this is usually its treasurer.
- A person acting as treasurer can fill that role.
- Another person can act if the company has given them authority.
- Where there is a liquidator or administrator, that person is the proper officer.
HMRC says it should, in practice, accept a return or amendment that is signed if there is no reason to doubt that the signer has authority. Its manual gives examples. These include a company official, an employee or a member of an in-house legal team.
That is HMRC’s published approach. It is not the law itself. It cannot make an unauthorised act valid.
What this means in practice
You do not always need a director to sign just because the buyer is a company, as the company secretary is the usual answer in law and another person may act with the right authority. Check the authority first.
This can make day-to-day filing easier. An in-house lawyer or finance employee may deal with the return if the company has given them power to do so.
- Check who is named as company secretary, if there is one.
- Check whether the signer has a role that normally includes tax filings.
- Keep a note of any authority given by the company.
- Make sure the return includes the required declaration.
- Use the same care for an amended return.
- Check for insolvency before relying on normal company authority.
Signing authority does not move the company’s SDLT duties to the signer, because the company remains the party acting in relation to its purchase. The company still has the duty. The law does, however, contain special rules on recovering tax from the proper officer in some cases.
How to analyse it
Start with the organisation, not the job title in an email. The label “company” can hide an important difference between a limited company, an association and a partnership.
- Is the buyer a body corporate, an association, a partnership or an LLP?
- Is there a company secretary or a person acting as one?
- If it is an association, who is its treasurer?
- Has the company clearly authorised someone else to act?
- Could authority arise from that person’s normal job and past role?
- Would an outside person reasonably think that the signer had authority?
- Has a liquidator or administrator been appointed?
- Is the return complete and does it contain the required declaration?
What changes the answer most? Insolvency. Once a liquidator or administrator is in place, do not assume a director, employee or adviser can still use the usual route to act for the company. The normal route may no longer apply.
Example
Northside Homes Ltd buys a small office building. Its company secretary signs the SDLT return. This fits the usual rule because the secretary is the company’s proper officer.
Now change one fact. Before the return is sent, Northside Homes Ltd enters administration. The administrator becomes the proper officer for SDLT purposes. The company secretary should not simply carry on as though nothing has changed.
A third example is more routine. The company authorises its in-house lawyer to handle SDLT filings. HMRC’s manual says it would normally accept the signed return if there is no reason to question that authority.
Why this can be difficult in practice
Many companies have no active company secretary, while others use group staff, external agents or a shared legal team, so the person holding the form may lack authority. The form holder may not be the right person.
You might think an employee’s signature always works because HMRC may accept it. That is not enough on its own. HMRC’s view depends on there being no reason to doubt the person’s authority.
- A job title may not show what authority the person has.
- Internal approval may exist but not be recorded clearly.
- Group companies are separate legal entities, even when staff are shared.
- An LLP needs separate consideration under the partnership rules.
- Administration or liquidation changes who the proper officer is.
- An amendment needs the same care as the original filing.
If the company is in financial trouble, check its formal position first. That small step can stop the wrong person dealing with an important tax filing.
Key takeaways
- A company secretary is usually the person who can act on SDLT.
- An authorised employee or official may sign.
- A liquidator or administrator takes over that role in insolvency.
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 100 — companies and people who may act for them
- FA 2003 section 76 — duty to send a land transaction return
- FA 2003 section 86 — when stamp duty land tax must be paid
- FA 2003 Schedule 10 para 1 — information and declaration required in a return
- FA 2003 Schedule 10 para 6 — amending a land transaction return
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
- This HMRC page does not explain the detailed treatment of limited liability partnerships. The separate partnership rules may be relevant.
- Whether a person has implied or apparent authority can depend on the company’s facts and usual working methods.
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 legal status of the buying organisation
- The name and role of the person signing
- Any board authority or internal delegation
- Evidence that the company is in administration or liquidation
- The completed return and any later amendment
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 sign an SDLT return for a company? [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 100 - companies and people who may act for them https://www.legislation.gov.uk/ukpga/2003/14/section/100/2025-11-17 - FA 2003 section 76 - duty to send a land transaction return https://www.legislation.gov.uk/ukpga/2003/14/section/76/2025-11-17 - FA 2003 section 86 - when stamp duty land tax must be paid https://www.legislation.gov.uk/ukpga/2003/14/section/86/2025-11-17 - FA 2003 Schedule 10 para 1 - information and declaration required in a return https://www.legislation.gov.uk/ukpga/2003/14/schedule/10/paragraph/1/2025-11-17 - FA 2003 Schedule 10 para 6 - amending a land transaction return https://www.legislation.gov.uk/ukpga/2003/14/schedule/10/paragraph/6/2025-11-17 HMRC's guidance page on this topic (guidance, not law): https://www.gov.uk/hmrc-internal-manuals/stamp-duty-land-tax-manual/sdltm30200 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 - This HMRC page does not explain the detailed treatment of limited liability partnerships. The separate partnership rules may be relevant. - Whether a person has implied or apparent authority can depend on the company's facts and usual working methods. 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 sign an SDLT return for a company?
Search Land Tax Advice with Google
