Buying a business with premises: what to put on the SDLT4 form
Business sales with land
HMRC asks buyers to identify stock and other separate assets when a business sale also includes land. The price split must be just and reasonable.
- Stock may be separate from the land price.
- Fixtures and land-related goodwill may form part of the SDLT figure.
- Leave the total blank if separate assets were transferred for no payment.
Scroll down for the full analysis.
Read the original guidance here:
Buying a business with premises: what to put on the SDLT4 form
Buying a business with premises: what to put on the SDLT4 form
When you buy a business with its premises, do not automatically base stamp duty land tax on the whole deal price. The deal may include land, stock, equipment and goodwill. HMRC’s SDLT4 form asks you to identify assets that do not attract SDLT, allowing a fair split of the price.
What this rule is about
SDLT is a tax on land transactions. A business sale can include an interest in land, such as a shop, factory or office, along with other things.
That distinction matters because the amount paid for the land can differ from the total price for the business. You cannot simply choose a low figure for the land and put the rest elsewhere.
The law requires a just and reasonable split when a price relates partly to land and partly to another matter. In plain terms, the split must be fair and realistic.
What the official source says
HMRC tells you to complete question 1 on the paper SDLT4, called question 4.1 online, when a business or part of a business sale transfers land. The question also covers sales that transfer other assets that do not attract SDLT at the same time.
- Select every relevant non-chargeable asset category.
- Stock can include raw materials, work in progress and finished goods.
- Goodwill may need careful treatment.
- The deal may also include chattels and moveable items.
- Use “other” for an item in the deal that is not land and fits none of those categories.
- If you complete the asset categories, also enter the total price fairly allocated to those non-chargeable assets.
HMRC gives two important warnings. It says you must include goodwill that forms part of the land in the SDLT figure. It also says that a fixture, in its strict legal sense, is part of the land. Include payment for it in that figure too.
So a label is not enough. Calling something “goodwill” or “fixtures and fittings” does not settle its SDLT treatment.
What this means in practice
Think of the business sale as a package, then separate its real parts. The land price is relevant to SDLT. The value of genuinely separate business assets may not be.
This is the part people get wrong: a written split in the contract is useful evidence, but it is not the final answer if it does not reflect the real bargain.
- Read the sale agreement and all asset schedules.
- List what is being sold with the premises.
- Keep stock separate from land and buildings.
- Check installed items carefully before treating them as moveable.
- Check whether any goodwill relates to the land itself.
- Make sure the figures add up to the overall deal price.
For an SDLT1 return using transaction code A, F or O at question 1.2 online, HMRC says the amount for land-related goodwill or fixtures belongs in question 1.10 online.
How to analyse it
Start with what you are actually getting for the total price. Do not start with the labels used by the seller or estate agent.
- Is the deal the sale of a business, or part of one?
- Does it include land or buildings?
- What other assets pass to you on completion?
- Which assets are stock, moveable items, goodwill or something else?
- Could an installed item be part of the land rather than a separate item?
- Is any goodwill linked to the land itself?
- What fair value should be allocated to each separate asset?
- Have you entered the total for non-chargeable assets if the form requires it?
When one overall sum covers everything, Finance Act 2003 says you must split the price on a just and reasonable basis. It also examines the substance of one bargain, even if the paperwork gives separate prices for different parts.
Example
Amir buys a small manufacturing business for £500,000. The deal includes a factory, raw materials, partly made goods and finished stock. After reviewing the evidence, the parties allocate £420,000 to the factory and £80,000 to stock. HMRC’s guidance indicates that stock should be identified in question 4.1 online, with £80,000 entered as the total allocated to non-chargeable assets. The allocation still needs to be just and reasonable.
Now change one fact. A machine has been fixed into the factory as part of the building. If it is legally a fixture, HMRC says its value belongs with the land figure, not with the separate moveable items.
Why this can be difficult in practice
Stock is often easy to spot. The harder cases involve goodwill and items attached to a building. A business may also have several assets that do not fit neatly into one description.
You might think you should enter a nil value as £0. HMRC says not to do that here. If the non-chargeable assets were transferred for no payment, leave the total part blank.
- A broad “fixtures and fittings” label can hide very different items.
- Assets fixed to a building may form part of the land.
- Goodwill can be linked to a business, a place or both.
- A price split that lacks evidence may not be just and reasonable.
- Separate figures in a contract do not override the real substance of the deal.
HMRC’s manual explains how it expects you to complete the form. It is guidance, not the law. The legal starting point remains the statutory requirement to make a fair split of a price that covers land and other matters.
Key takeaways
- Use question 4.1 online when a business sale includes land and separate assets.
- Identify all relevant non-chargeable asset categories and enter a fair total.
- Do not treat fixtures or land-related goodwill as non-chargeable just because of their label.
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 43 — what counts as a land transaction
- FA 2003 section 50 — how SDLT consideration is determined
- FA 2003 Schedule 4 para 1 — payments that count as SDLT consideration
- FA 2003 Schedule 4 para 4 — fairly splitting a price between different matters
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 item is a moveable item or a fixture forming part of the land can depend on the facts.
- Whether goodwill is part of the land, rather than separate business goodwill, can be fact-sensitive.
- The manual does not set out a detailed valuation method for every type of business asset.
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 sale agreement and any schedule splitting the price
- A list of stock, equipment, goodwill and other assets sold
- Evidence supporting the values used for land and each separate asset
- Details showing whether installed items are fixtures or moveable items
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 Buying a business with premises: what to put on the SDLT4 form [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 43 - what counts as a land transaction https://www.legislation.gov.uk/ukpga/2003/14/section/43/2025-11-17 - FA 2003 section 50 - how SDLT consideration is determined https://www.legislation.gov.uk/ukpga/2003/14/section/50/2025-11-17 - FA 2003 Schedule 4 para 1 - payments that count as SDLT consideration https://www.legislation.gov.uk/ukpga/2003/14/schedule/4/paragraph/1/2025-11-17 - FA 2003 Schedule 4 para 4 - fairly splitting a price between different matters https://www.legislation.gov.uk/ukpga/2003/14/schedule/4/paragraph/4/2025-11-17 Guidance page from HMRC on this topic (guidance, not law): https://www.gov.uk/hmrc-internal-manuals/stamp-duty-land-tax-manual/sdltm62780 HOW I WANT YOU TO ANSWER 1. Work from the legislation above. Read it before answering. Guidance from HMRC is its 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 item is a moveable item or a fixture forming part of the land can depend on the facts. - Whether goodwill is part of the land, rather than separate business goodwill, can be fact-sensitive. - The manual does not set out a detailed valuation method for every type of business asset. 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: Buying a business with premises: what to put on the SDLT4 form
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