Type A and Type B partnership transfers for SDLT
Type A or Type B?
A change in a property partnership can be classed as Type A or Type B for SDLT. The answer depends on the arrangements, including changes in shares and payments.
- Buying a partner’s share for value is Type A.
- A new partner joining with a linked withdrawal can also be Type A.
- Other paragraph 14 transfers are Type B.
- The label affects which partnership land is counted.
Scroll down for the full analysis.
Read the original guidance here:
Type A and Type B partnership transfers for SDLT
If you buy into a property partnership, stamp duty may depend on a label most people never see: Type A or Type B. Rather than describing the property, that label describes how the partners’ shares and money moved.
What this rule is about
Partnership-share transfers can trigger special SDLT rules. Here, that means a partnership mainly involved in investing in, or dealing in, interests in land.
Certain changes in partnership shares are treated by law as land transactions. For SDLT purposes, the rules then identify which land held by the partnership counts in calculating the amount.
That is why the Type A or Type B label matters. It can change the pool of partnership property used in that calculation.
What the official source says
HMRC’s manual explains the two categories in paragraph 14 of Schedule 15 to Finance Act 2003. It is HMRC’s view of the legislation, not the law itself.
A transfer is Type A in either of two situations. One is a straightforward sale of a partner’s whole share, or part of it, to somebody else for money or something else of value.
- One partner’s whole or partial share is taken over by another person.
- An incoming holder may already be a partner.
- Value must be given by the person taking the share, or by someone acting for them.
- That arrangement is a Type A transfer.
There is a second Type A route. It covers a person joining the partnership while an existing partner’s share falls, or that partner leaves, and the existing partner takes value out of the partnership.
- A person becomes a partner.
- An existing partner’s share falls, or they stop being a partner.
- That existing partner takes money or something of value from the partnership.
- It must not simply come from resources the partnership had before the transfer.
- If those points apply together, the transfer is Type A.
Every other transfer to which paragraph 14 applies is Type B. There is no third category.
What this means in practice
Classification is not just a filing label. For a Type A transfer, the legislation starts with land interests held by the partnership just after the transfer, then applies listed exclusions.
Type B starts from the same point. However, it has extra exclusions for some land interests transferred into the partnership in earlier circumstances.
Put simply: Type B can leave more partnership property outside the calculation. That may affect the SDLT amount, although the outcome needs the full facts.
- Do not assume that a payment between partners tells the whole story.
- Check whether money also entered or left the partnership itself.
- Identify every land interest the partnership held immediately after the change.
- Check how and when each interest entered the partnership.
- Keep the Type A or Type B analysis with the SDLT papers.
How to analyse it
Start with the real steps, not the name used in the agreement. Even if an arrangement is described as an admission, retirement or capital rearrangement, it may still fall within a statutory route when the actual steps meet its conditions. Labels do not decide it.
- Check that the partnership’s sole or main activity is property investment or property dealing.
- List the partners and their shares before the arrangements.
- List the partners and their shares afterwards.
- Ask whether one person bought any part of another partner’s share for value.
- If no person bought any part of another partner’s share for value, ask whether a new partner joined while an existing partner reduced their share or left.
- Trace any money or other value taken out by that existing partner.
- Check whether that withdrawal used resources available before the transfer.
- If neither Type A test fits, consider Type B.
- Then identify the partnership land that the relevant rules include or exclude.
Example
Amira owns 40% of a property partnership. For £200,000, Ben buys half of Amira’s share; Amira’s share falls, while Ben acquires a share.
This is the first Type A route: Ben has acquired part of a partner’s interest and has given money for it. It does not matter that Ben might already have been a partner. Next comes the question of which partnership land interests the Type A rules count. The £200,000 is not, by itself, the final SDLT figure.
Why this can be difficult in practice
This is the part people get wrong: a partner leaving and a new partner joining does not automatically make the arrangement Type A. The source and timing of any withdrawal matter.
You might think a payment funded from the partnership account settles the issue. It does not. Legislation distinguishes money drawn from resources available before the transfer from other money or value.
- Several agreements may form one set of arrangements.
- A payment may be made by someone acting for the incoming partner.
- Partnership accounts may not show the source of a withdrawal clearly.
- Land brought into the partnership at different times may receive different treatment.
- Its actual main activity matters more than the partnership’s description.
Key takeaways
- Type A covers two specific patterns of partnership change.
- Any other transfer within paragraph 14 is Type B.
- The category affects which partnership land is counted for SDLT.
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 15 para 14 — when a partnership interest transfer is a land transaction; the tests for Type A and Type B transfers; property counted for each type of transfer; how the deemed amount paid is calculated; meaning of a property-investment partnership
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 several connected steps form arrangements of the kind described can depend on the documents and facts.
- Whether a payment came from resources available to the partnership before the transfer may require detailed financial evidence.
- The correct SDLT result also depends on which property falls within the statutory definition of relevant partnership property.
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 partnership agreement and any amendment
- Documents showing who joined, left or changed share
- The sale, subscription and funding documents
- Bank records showing payments into and out of the partnership
- A list of the partnership’s land interests immediately after the transfer
- Evidence of the partnership’s main business activity
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 Type A and Type B partnership transfers for SDLT [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 15 para 14 - when a partnership interest transfer is a land transaction https://www.legislation.gov.uk/ukpga/2003/14/schedule/15/paragraph/14/2025-11-17 - FA 2003 Schedule 15 para 14 - the tests for Type A and Type B transfers https://www.legislation.gov.uk/ukpga/2003/14/schedule/15/paragraph/14/2025-11-17 - FA 2003 Schedule 15 para 14 - property counted for each type of transfer https://www.legislation.gov.uk/ukpga/2003/14/schedule/15/paragraph/14/2025-11-17 - FA 2003 Schedule 15 para 14 - how the deemed amount paid is calculated https://www.legislation.gov.uk/ukpga/2003/14/schedule/15/paragraph/14/2025-11-17 - FA 2003 Schedule 15 para 14 - meaning of a property-investment partnership https://www.legislation.gov.uk/ukpga/2003/14/schedule/15/paragraph/14/2025-11-17 HMRC's guidance page on this topic (guidance, not law): https://www.gov.uk/hmrc-internal-manuals/stamp-duty-land-tax-manual/sdltm34020 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 several connected steps form arrangements of the kind described can depend on the documents and facts. - Whether a payment came from resources available to the partnership before the transfer may require detailed financial evidence. - The correct SDLT result also depends on which property falls within the statutory definition of relevant partnership property. 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: Type A and Type B partnership transfers for SDLT
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