Definition and Responsibilities of Companies for Stamp Duty Land Tax Compliance

Who can sign and file an SDLT return for a company or unincorporated association

For SDLT, you must first identify what type of organisation the buyer is, because that decides who should sign the return or amended return. HMRC treats “company” broadly to include bodies corporate and unincorporated associations, but not partnerships or LLPs. In most company cases, HMRC will accept a signature from an authorised officer or employee, but if the entity is in liquidation or administration, the liquidator or administrator must sign.

• For these SDLT rules, a “company” includes any body corporate and any unincorporated association, but it does not include a partnership or limited liability partnership.
• A company return should normally be signed by the company’s proper officer, such as the company secretary or another authorised person.
• HMRC accepts authority that is express, implied or apparent, and will usually accept a signature from a company official or employee if there is no reason to doubt their authority.
• For an unincorporated association, the treasurer or acting treasurer should normally sign the SDLT return.
• If the company is in liquidation or administration, the usual internal signatory can no longer sign and the liquidator or administrator must do so.

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Who can sign and file an SDLT return for a company or unincorporated association

This page explains who counts as a company for these SDLT rules, and who HMRC expects to sign a land transaction return or amended return. This matters because the return must be made by the right person on behalf of the buyer, and the position changes if the entity is in liquidation or administration.

What this rule is about

For SDLT, it is not enough to know that the buyer is an organisation. You also need to know what type of organisation it is, because that affects who is responsible for signing the return.

The source material deals with two linked points:

• what HMRC means by a “company” for this purpose, and
• which individual can sign the SDLT return or amended return on the organisation’s behalf.

This is mainly an administrative rule, but it has practical importance in conveyancing and tax compliance. If the wrong person signs, that can create avoidable questions about whether the return was properly made.

What the official source says

HMRC says that, for the purposes of this part of the SDLT rules, a company means any body corporate or unincorporated association. It does not include a partnership or a limited liability partnership.

For a company, the declaration in a land transaction return or amended return should be signed by the company’s proper officer. HMRC says this will usually be the company secretary or another person, normally an officer, who is authorised by the company.

HMRC recognises that the person’s authority may be:

• express, meaning clearly given,
• implied, meaning it arises from their role or responsibilities, or
• apparent, meaning they seem to have authority from the company’s conduct or position.

In practice, HMRC says a return should be accepted if it contains a signature and there is no reason to doubt the authority of the person signing. On that basis, HMRC says the signature of any company official or employee can be accepted, including someone in an in-house legal team.

For an unincorporated association, HMRC says the treasurer or acting treasurer should normally sign.

If a company is in liquidation or administration, HMRC says different rules apply. In that case, the liquidator or administrator must sign the return or amended return.

What this means in practice

The first practical step is to identify the legal status of the buyer.

• If the buyer is a company or other body corporate, this section applies.
• If the buyer is an unincorporated association, this section also applies, but the expected signatory is different.
• If the buyer is a partnership or LLP, this section does not apply. HMRC’s source material expressly excludes them.

For most companies, HMRC takes a practical approach to signatures. It does not insist that only a named statutory officer can sign. If the return is signed by a company official or employee, and there is no reason to think they lack authority, HMRC’s published approach is that the return should be accepted.

That is helpful in everyday transactions. It means the signatory does not have to be limited to the company secretary or a director in every case. An employee in the tax team, finance team, or in-house legal team may be able to sign if they are acting with the company’s authority.

But this is still based on authority. HMRC’s practical willingness to accept a signature is not the same as saying authority is irrelevant. If there is evidence that the signatory had no authority, the position may become more complicated.

Where the company is insolvent and a formal office-holder has been appointed, the ordinary signing position no longer applies. The return must then be signed by the liquidator or administrator, depending on the case.

How to analyse it

A sensible way to approach this issue is to ask the following questions:

• Who is the purchaser for SDLT purposes?
• Is that purchaser a body corporate, an unincorporated association, a partnership, or an LLP?
• If it is a company or body corporate, who within the organisation has authority to deal with SDLT compliance?
• Is the person signing clearly acting in an authorised role, whether by express, implied, or apparent authority?
• Is there any reason to doubt that authority?
• Is the entity in liquidation or administration, so that the liquidator or administrator must sign instead?

In practical terms, the cleanest cases are where the signatory’s role obviously includes legal, tax, company secretarial, or transaction responsibilities. HMRC’s guidance indicates that those signatures can usually be accepted without difficulty.

For unincorporated associations, the starting point is simpler: HMRC says the treasurer or acting treasurer should normally sign.

Example

A limited company buys commercial property. The SDLT return is signed by a member of its in-house legal team who handled the acquisition and routinely deals with completion formalities. There is nothing to suggest that person lacks authority. On HMRC’s stated approach, the return should be accepted.

By contrast, if the same company has entered administration before the return is filed, the ordinary internal signatory is no longer the correct person. The administrator must sign the return.

Why this can be difficult in practice

The main difficulty is the gap between formal authority and practical acceptance.

HMRC says it will generally accept a signed return unless there is reason to doubt the signatory’s authority. That is an administrative approach designed to make filing workable. But authority can still matter legally, especially if there is an internal dispute, an insolvency event, or uncertainty about who was entitled to act for the buyer.

Another point that can cause confusion is the meaning of “company” in this context. HMRC uses it broadly enough to include any body corporate and also unincorporated associations, but it expressly excludes partnerships and LLPs. A reader should not assume that all business entities are treated the same way.

In insolvency cases, timing may also matter in practice. If liquidation or administration has begun, the office-holder becomes the required signatory. Care is needed if the transaction and filing process span the appointment date.

Key takeaways

• For this SDLT rule, a company includes a body corporate and an unincorporated association, but not a partnership or LLP.
• HMRC usually accepts a company return signed by any official or employee if there is no reason to doubt their authority.
• If the company is in liquidation or administration, the liquidator or administrator must sign instead.

This page was last updated on 24 March 2026

Useful article? You may find it helpful to read the original guidance here: Definition and Responsibilities of Companies for Stamp Duty Land Tax Compliance

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