SDLT group relief where a transparent partnership sits in the group
Group relief in this example
HMRC says group relief can apply where companies hold shares through a transparent EP or ELP and sit below the same parent.
- The 75% group test remains essential.
- Schedule 15 does not apply if the land transfer is not to or from a partnership.
- Arrangement-based restrictions can still prevent relief.
Scroll down for the full analysis.
Read the original guidance here:
SDLT group relief where a transparent partnership sits in the group
SDLT group relief where a transparent partnership sits in the group
Stamp duty may arise when one company transfers land to another. Group companies may avoid that charge. HMRC’s example involves an EP or ELP treated as transparent for UK tax.
What this rule is about
Group relief covers transfers within a single corporate group. It may matter when a company moves property between group businesses.
Ownership is the key issue. Company names or a group chart alone cannot decide it. The law considers who owns the company and who holds rights to its profits and assets.
What the official source says
HMRC gives the example of E Ltd transferring an interest in land to B Ltd, and, because the transfer is neither from nor to a partnership, says Schedule 15 partnership rules do not apply. It applies the group relief rules directly.
HMRC treats either as UK-tax-transparent. B Ltd and C Ltd therefore each own 50% of E Ltd.
- B Ltd and C Ltd each hold 50% of E Ltd.
- A Ltd owns B Ltd and C Ltd in full.
- HMRC therefore treats the companies as an SDLT group.
- The companies must meet the 75% ownership test.
- Each relevant company must be a body corporate.
- The restrictions in Schedule 7 must not block relief.
What this means in practice
Where the conditions are satisfied, the transfer may be exempt from SDLT. This matters because transfers between connected companies may otherwise be taxed at the property’s market value, even when little or no money changes hands.
The distinction may be expensive. Section 53 may treat the amount paid as no less than market value. Before accepting that outcome, test group relief.
- Do not assume a transfer is free from SDLT because it is within a business group.
- Check who owns shares through the EP or ELP.
- Check rights to profits as well as voting or share rights.
- Check rights to assets if the company is wound up.
How to analyse it
Identify each party transferring the land. Then trace the ownership chain on the date the transfer takes effect.
- Confirm that neither side is acting as a partnership.
- Identify every company in the ownership chain.
- Check whether one company is a 75% subsidiary of another.
- If not, check whether both are 75% subsidiaries of the same parent.
- Review all arrangements for outside funding, a change of control, or a planned group exit.
- Check whether the transfer has a genuine commercial reason and is not mainly tax-driven.
Example
In HMRC’s example, B Ltd and C Ltd each hold 50% of E Ltd through a transparent EP or ELP, while A Ltd owns 100% of B Ltd and 100% of C Ltd, so HMRC treats E Ltd and B Ltd as members of the same group on those assumed facts. That is HMRC’s view.
It may remove the market value charge. Schedule 7 restrictions must also be met.
Why this can be difficult in practice
A 50% holding may still support group relief. That is not always wrong. Here, the two 50% holdings sit beneath the same parent company.
The EP or ELP is often the difficult part. Its agreement, tax treatment and ownership rights may all matter. A simple organisation chart can conceal the detail that decides the answer.
- An EP or ELP may not have the tax treatment assumed in HMRC’s example.
- Share ownership alone may not prove the full 75% test.
- Informal plans can count as arrangements, even if they are not legally binding.
- HMRC’s manual is its view, not a replacement for the legislation.
Key takeaways
- Group relief needs a real 75% group relationship.
- A transparent EP or ELP can affect who is treated as owning shares.
- Check the documents and wider arrangements, not just the group chart.
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 — when companies are in the same group
- FA 2003 Schedule 7 para 2 — arrangements that prevent group relief
- FA 2003 section 53 — market value rule for connected companies
- FA 2003 Schedule 15 para 1 — what counts as a partnership
- FA 2003 Schedule 15 para 9 — partnership transfers under special SDLT rules
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 an EP or ELP is transparent for the relevant tax analysis depends on its legal form and the full facts.
- The source does not give enough detail to confirm whether any arrangements could block relief.
- Current primary legislation should be checked for a transaction after 17 November 2025.
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 transfer document and the date it takes effect
- Company registers and the full group ownership chart
- Rights to profits and assets if a company is wound up
- The EP or ELP agreement and evidence of who owns E Ltd’s shares
- Any funding, share-sale, control-change or wider transaction arrangements
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 transparent partnership sits in the group [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 - when companies are in the same group https://www.legislation.gov.uk/ukpga/2003/14/schedule/7/paragraph/1/2025-11-17 - FA 2003 Schedule 7 para 2 - arrangements that prevent group relief https://www.legislation.gov.uk/ukpga/2003/14/schedule/7/paragraph/2/2025-11-17 - FA 2003 section 53 - market value rule for connected companies https://www.legislation.gov.uk/ukpga/2003/14/section/53/2025-11-17 - FA 2003 Schedule 15 para 1 - what counts as a partnership https://www.legislation.gov.uk/ukpga/2003/14/schedule/15/paragraph/1/2025-11-17 - FA 2003 Schedule 15 para 9 - partnership transfers under special SDLT rules https://www.legislation.gov.uk/ukpga/2003/14/schedule/15/paragraph/9/2025-11-17 HMRC's guidance page on this topic (guidance, not law): https://www.gov.uk/hmrc-internal-manuals/stamp-duty-land-tax-manual/sdltm34400 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 an EP or ELP is transparent for the relevant tax analysis depends on its legal form and the full facts. - The source does not give enough detail to confirm whether any arrangements could block relief. - Current primary legislation should be checked for a transaction after 17 November 2025. 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 transparent partnership sits in the group
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