Guidance on Representative Partners in Ordinary Partnership Transactions for SDLT Compliance

SDLT representative partner in an ordinary partnership

For SDLT purposes, an ordinary partnership can appoint one partner to deal with HMRC as the partnership’s representative partner. This is an administrative rule about who can act and receive communications, not about whether SDLT is due. The appointment must be approved by a majority of the partners and only takes effect once HMRC has been told.

• A representative partner must be an actual partner nominated by a majority of the partners.
• Once validly appointed, that partner can do things that would otherwise be done by or in relation to the responsible partners.
• An internal agreement alone is not enough; the nomination only becomes effective after notice is given to HMRC.
• The same rule applies if the partnership later revokes the appointment or replaces the representative partner.
• When checking authority at a particular time, the key question is whether HMRC had been notified by then.
• HMRC says the nomination can be notified by letter to its Technical & Guidance Team.

Scroll down for the full analysis.

SDLT and partnerships: who can act as the partnership’s representative partner

This page explains a practical administrative rule for Stamp Duty Land Tax (SDLT) where a land transaction involves an ordinary partnership. The point is simple but important: HMRC allows certain SDLT actions that would otherwise be done by or in relation to the “responsible partners” to be handled instead by a nominated “representative partner”. That can make dealings with HMRC more manageable, but only if the nomination has been properly made and HMRC has been told about it.

What this rule is about

Partnership rules in SDLT often refer to the “responsible partners”. In practice, however, HMRC recognises that a partnership may want one named partner to deal with SDLT matters on behalf of the firm. The rule in this source deals with that administrative question: who HMRC can deal with, and when a nominated partner is treated as the partnership’s representative for SDLT purposes.

This is not, on the face of the source material, a rule about whether SDLT is due or how much tax is payable. It is about who may carry out functions and receive communications in relation to SDLT partnership matters.

What the official source says

The source says that anything which is required or authorised to be done by or in relation to the responsible partners may instead be done by or in relation to any representative partner or partners.

It then defines a representative partner as a partner who has been nominated by a majority of the partners to act as the partnership’s representative for SDLT purposes.

The source also says that a nomination, or a revocation of a nomination, only takes effect after notice has been given to HMRC. HMRC states that the nomination can be made by letter to its Technical & Guidance Team.

What this means in practice

If a partnership wants one partner to handle SDLT matters, it is not enough for the partners to agree this internally. The nomination only becomes effective once HMRC has been notified.

Until HMRC has notice, the partnership should not assume that HMRC will treat the nominated person as the representative partner for SDLT purposes.

The practical effect is that:

• a majority of the partners must nominate the representative partner;
• HMRC must be told about that nomination before it takes effect;
• the same applies if the partnership later wants to revoke the appointment.

The wording “anything required or authorised to be done by or in relation to the responsible partners” is broad. On its face, it allows SDLT-related acts and dealings that would otherwise involve the responsible partners to be handled through the representative partner instead. That is mainly about administration and communication.

How to analyse it

If you need to decide whether a partner can act as the representative partner for SDLT purposes, work through these questions:

• Is this an ordinary partnership transaction within the SDLT partnership rules?
• Is the person in question actually a partner?
• Has that partner been nominated by a majority of the partners?
• Has notice of the nomination been given to HMRC?
• If there was an earlier representative partner, has any revocation also been notified to HMRC?

The key legal point from the source is timing. A nomination does not take effect when the partners agree it among themselves. It takes effect only after notice has been given to HMRC.

So, when checking who had authority to act at a particular time, the relevant question is not just whether there was an internal decision, but whether HMRC had been notified by then.

Example

Illustration: A partnership has four partners. Three of them agree that one partner, A, should deal with SDLT matters for a land transaction. That is a nomination by a majority. But if the partnership does not notify HMRC, A does not yet have effect as the representative partner for SDLT purposes under this rule. Once notice is given to HMRC, A can then be treated as the representative partner.

If the partnership later decides that partner B should replace A, that change also only takes effect after HMRC is notified of the revocation and new nomination.

Why this can be difficult in practice

The source is short and leaves some practical points unstated.

First, it does not set out detailed formalities for proving that a majority of partners agreed the nomination. In practice, the partnership should be clear about who counted as partners at the relevant time and whether a majority was obtained.

Secondly, the source does not spell out every SDLT function covered by the phrase “anything required or authorised to be done by or in relation to the responsible partners”. The natural reading is that it covers SDLT administrative acts and dealings that the legislation places on or in relation to responsible partners, but the precise effect in a particular case may depend on the wider statutory context.

Thirdly, timing can matter if there is a dispute about whether a notice, filing, or communication was validly made by the representative partner. If HMRC had not yet been notified of the nomination, the partnership may not be able to rely on that nomination having taken effect.

Key takeaways

• A representative partner for SDLT must be nominated by a majority of the partners.
• The nomination, or its revocation, only takes effect after notice has been given to HMRC.
• This rule is about who can act for the partnership in SDLT matters, not about changing the underlying SDLT charge.

This page was last updated on 24 March 2026

Useful article? You may find it helpful to read the original guidance here: Guidance on Representative Partners in Ordinary Partnership Transactions for SDLT Compliance

View all HMRC SDLT Guidance Pages Here