SDLT group relief where a partnership owns the companies
Partnerships and SDLT group relief
HMRC’s example shows why a partnership in a group chart needs careful review. It does not state whether relief applies.
- Group relief uses a 75% company-group test.
- The transfer and ownership rights must be identified.
- Planned control changes can also matter.
Scroll down for the full analysis.
Read the original guidance here:
SDLT group relief where a partnership owns the companies
A partnership in the middle of a company structure can make stamp duty group relief less straightforward. The HMRC page shows a diagram, not a final answer. That matters because the 75% ownership test looks closely at the route through the group.
What this rule is about
Group relief can remove SDLT where land is transferred between companies in the same group. In most cases, either one company must own at least 75% of another, or both companies must be 75% owned by the same parent company within the group.
A partnership is not simply another box in that chain. This is the point people can miss.
What the official source says
HMRC’s manual describes a structure where A Ltd owns all of B Ltd and C Ltd. B Ltd and C Ltd each have a 50% share in a partnership, which owns all of E Ltd and F Ltd.
- A Ltd owns 100% of B Ltd.
- A Ltd owns 100% of C Ltd.
- B Ltd and C Ltd each hold 50% of the partnership.
- The partnership owns 100% of E Ltd and F Ltd.
What this means in practice
A Ltd’s direct links with B Ltd and C Ltd are clear. Its links with E Ltd and F Ltd differ because they run through the partnership. The diagram alone does not show that the 75% company-group test is met for a transfer involving E Ltd or F Ltd.
- Do not assume that 50% plus 50% produces a group link.
- Check who owns shares, profits and assets in each company.
- Check whether any planned deal could change control.
How to analyse it
Start with the companies involved in the land transfer. Work upwards through the ownership chain instead of relying on a group chart or informal description.
- Identify the company selling the land and the buyer.
- Check the position on the relevant SDLT date.
- Trace each 75% ownership link through companies.
- Review the partnership agreement and any ownership arrangements.
Example
Suppose E Ltd transfers land to B Ltd. A Ltd fully owns B Ltd, but E Ltd is shown as owned by the partnership. Since B Ltd and C Ltd each have a 50% partnership share, the chart does not by itself show a 75% company ownership route between B Ltd and E Ltd.
Why this can be difficult in practice
You might think the common parent settles everything. It does not. The partnership’s legal form, its members’ rights, and the exact transfer all require checking.
- The HMRC page does not state a result for this structure.
- An English partnership and an English limited partnership need not produce the same documents.
- Group relief can also fail because of separate arrangements affecting control.
Key takeaways
- A diagram is not proof that group relief applies.
- A partnership can interrupt an apparent company ownership chain.
- Check the exact transfer, ownership rights and arrangements.
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 62 — schedule 7 relief from stamp duty land tax
- FA 2003 Schedule 7 para 1 — the 75% company group test for relief
- FA 2003 Schedule 7 para 2 — arrangements that can block group relief
- FA 2003 Schedule 15 para 1 — what counts as a partnership for sdlt
- FA 2003 Schedule 15 para 2 — how sdlt treats a partnership’s land holdings
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 supplied manual extract does not say whether group relief is available for a transfer between any two companies in the diagram.
- The answer can depend on the exact companies involved, the partnership agreement, and any planned changes in ownership.
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 proposed land transfer and the companies on each side
- Current share registers and rights to profits and assets
- The partnership agreement and partnership registration details
- Any agreement, option or plan affecting control or ownership
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 SDLT group relief where a partnership owns the companies [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 62 - schedule 7 relief from stamp duty land tax https://www.legislation.gov.uk/ukpga/2003/14/section/62/2025-11-17 - FA 2003 Schedule 7 para 1 - the 75% company group test for relief https://www.legislation.gov.uk/ukpga/2003/14/schedule/7/paragraph/1/2025-11-17 - FA 2003 Schedule 7 para 2 - arrangements that can block group relief https://www.legislation.gov.uk/ukpga/2003/14/schedule/7/paragraph/2/2025-11-17 - FA 2003 Schedule 15 para 1 - what counts as a partnership for sdlt https://www.legislation.gov.uk/ukpga/2003/14/schedule/15/paragraph/1/2025-11-17 - FA 2003 Schedule 15 para 2 - how sdlt treats a partnership's land holdings https://www.legislation.gov.uk/ukpga/2003/14/schedule/15/paragraph/2/2025-11-17 HMRC's guidance page on this topic (guidance, not law): https://www.gov.uk/hmrc-internal-manuals/stamp-duty-land-tax-manual/sdltm34370 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 supplied manual extract does not say whether group relief is available for a transfer between any two companies in the diagram. - The answer can depend on the exact companies involved, the partnership agreement, and any planned changes in ownership. 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: SDLT group relief where a partnership owns the companies
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