Group relief and partnerships: when stamp duty relief may apply
Group relief and partnerships
When a partnership is involved in a land transfer, SDLT group relief is not automatic. The legal form of the partnership may decide whether the statutory company group test can be met.
- Schedule 15 generally looks through a partnership to its partners.
- Schedule 15 paragraph 27 applies group relief to specified partnership transactions.
- HMRC guidance is not law and must be checked against the legislation.
Scroll down for the full analysis.
Read the original guidance here:
Group relief and partnerships: when stamp duty relief may apply
Group relief and partnerships: when stamp duty relief may apply
A partnership can make a stamp duty land tax, or SDLT, group relief claim much harder. The key question is not just whether the businesses are linked. The first task is to determine whether the partners can form the company group required for relief.
What this rule is about
Group relief can remove SDLT on a transfer of land between companies in the same group. The usual test is based on a 75% ownership link between companies.
Partnership deals have their own SDLT rules. For SDLT, the law usually looks through a partnership. It treats the partnership’s land and deals as those of its partners, even if the partnership has legal personality for other purposes. That rule applies.
This may sound technical. It can decide if relief is available.
What the official source says
HMRC’s manual says group relief can apply where Schedule 15 paragraph 27 applies and the conditions in Schedule 7 are met. The legislation is more exact. Paragraph 27 applies group relief, with changes, to a transfer of land into a partnership and to some later transfers of a partnership interest.
- The ordinary group relief test requires both sides to be companies in the same group.
- For this relief, a company must be a body corporate.
- The group test depends on a 75% subsidiary relationship.
- That relationship includes rights to ordinary share capital, profits and assets on a winding up.
- Schedule 15 treats partnership land as held by the partners, not by the partnership itself.
- Schedule 15 also treats a land transaction for a partnership as made by the partners.
HMRC says the type of partnership matters if it is part of the group structure. An English partnership or English limited partnership has no separate legal personality. HMRC calls it transparent for UK tax purposes.
A Scottish partnership or Scottish limited partnership does have its own legal personality. But HMRC says it is not a body corporate. HMRC’s manual says that a limited liability partnership is a body corporate.
What this means in practice
Do not assume a group chart proves the point. A line marked “partnership” may not show a company that can own shares or be a 75% subsidiary for group relief.
Its own legal identity does not, by itself, settle the SDLT result for a partnership. Schedule 15 requires you, when determining the SDLT position for a transaction involving a partnership, to look through the partnership and identify its partners instead. Look at the partners.
- Check the legal form of every partnership in the ownership chain.
- Check where each partnership was formed.
- Check whether it is a body corporate for the group relief test.
- Check whether it has issued share capital.
- Map the 75% ownership route through the group at the relevant date.
- Keep the group chart and supporting company records with the SDLT papers.
Common control on its own is not enough. The ownership rights required by Schedule 7 must still exist.
How to analyse it
Start with the deal, then work outward. First, work out why Schedule 15 applies. Then decide whether paragraph 27 can bring in group relief.
- Identify whether land is being transferred into a partnership.
- Check whether there is instead a later transfer of a partnership interest under arrangements made earlier.
- Check that the transaction is within Schedule 15 paragraph 10 or paragraph 17.
- List every partner at the effective date of the transaction.
- Identify the company transferring the land and the relevant partner or partners.
- Test the 75% group relationship using shares, profit rights and winding-up rights.
- Apply the special changes made by Schedule 15 paragraph 27.
What decides it in practice? Legal status often does. The business story may not.
Example
North Ltd owns 100% of East Ltd. In this example, East Ltd transfers into a partnership, in which North Ltd is a partner, a commercial property worth £800,000. Before assuming group relief, the parties must establish, in relation to East Ltd’s transfer of the commercial property into the partnership in which North Ltd is a partner, that Schedule 15 paragraph 10 applies. Then test the relevant partners.
If an entity in the ownership chain is an ordinary English partnership, you cannot just treat it as a company with issued shares. Calling it part of the “North group” does not answer the legal question.
Why this can be difficult in practice
Partnership names can hide key differences. On an organisation chart, a limited partnership, a Scottish partnership and a limited liability partnership can appear much the same. They may not work in the same way for this relief.
HMRC’s manual is useful because it points out that issue. But it is HMRC’s view. It does not replace the words of Schedule 7 and Schedule 15.
- A group chart may not show the partnership’s legal form.
- Accounts may describe ownership without showing the underlying share rights.
- Overseas partnerships need careful review under their local law.
- A separate legal personality does not automatically mean body corporate status.
- Corporate status alone does not prove the required 75% group relationship.
- A planned later change in partnership interests may bring separate Schedule 15 rules into play.
Key takeaways
- Group relief may apply to certain partnership transactions.
- The partnership’s legal type can be decisive.
- Check the legal 75% company group. Do not rely only on a business link.
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 — group relief for companies in the same group
- FA 2003 Schedule 15 para 2 — partnership property and transactions treated as partners’
- FA 2003 Schedule 15 para 10 — land transferred to a partnership
- FA 2003 Schedule 15 para 17 — later partnership interest transfers under earlier arrangements
- FA 2003 Schedule 15 para 27 — group relief applied to specified partnership transactions
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
- The right answer can depend on the partnership’s place of formation, constitution, ownership and issued share capital.
- This page does not establish whether a particular overseas partnership has the necessary corporate status.
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 registration details
- The country and law under which the partnership was formed
- The group chart at the effective date
- Share records showing ownership, profit rights and winding-up rights
- Documents showing the land transfer and any planned later partnership transfer
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 Group relief and partnerships: when stamp duty relief may apply [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 - group relief for companies in the same group https://www.legislation.gov.uk/ukpga/2003/14/schedule/7/paragraph/1/2025-11-17 - FA 2003 Schedule 15 para 2 - partnership property and transactions treated as partners' https://www.legislation.gov.uk/ukpga/2003/14/schedule/15/paragraph/2/2025-11-17 - FA 2003 Schedule 15 para 10 - land transferred to a partnership https://www.legislation.gov.uk/ukpga/2003/14/schedule/15/paragraph/10/2025-11-17 - FA 2003 Schedule 15 para 17 - later partnership interest transfers under earlier arrangements https://www.legislation.gov.uk/ukpga/2003/14/schedule/15/paragraph/17/2025-11-17 - FA 2003 Schedule 15 para 27 - group relief applied to specified partnership transactions https://www.legislation.gov.uk/ukpga/2003/14/schedule/15/paragraph/27/2025-11-17 HMRC's guidance page on this topic (guidance, not law): https://www.gov.uk/hmrc-internal-manuals/stamp-duty-land-tax-manual/sdltm34360 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 - The right answer can depend on the partnership's place of formation, constitution, ownership and issued share capital. - This page does not establish whether a particular overseas partnership has the necessary corporate status. 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: Group relief and partnerships: when stamp duty relief may apply
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