Read the original guidance here:
HMRC SDLT: SDLTM62780 – Processing: Further guidance for completing forms SDLT1, SDLT3 and SDLT4: Further guidance for question 1 SDLT4, if the transaction is part of the sale of a business, what does the sale include?

Processing Further Guidance on SDLT Forms

Question 1 of SDLT4: Sale of Business and Non-Chargeable Assets

This section is about question 1 on the SDLT4 form, known as 4.1 when submitted online. You need to complete this question if your transaction involves the sale of a business or part of a business. This means you are transferring an interest in land (like land and buildings) alongside other assets that do not incur Stamp Duty Land Tax (SDLT).

To properly identify these non-chargeable assets, check the relevant categories and mark them with an “X”.

Categories of Non-Chargeable Assets

When you’re identifying non-chargeable assets, you will encounter the following categories:

1. Stock

Stock refers to the materials and finished goods held by a business. In a manufacturing context, stock can include:

– Raw materials: These are the unprocessed items that will be used to create products. For instance, metal sheets or wood for furniture.
– Work in progress: This includes items that are in the production process but are not yet completed. For example, a partially assembled car.
– Finished items: These are products that are complete and ready for sale, such as fully manufactured furniture or cars.

2. Goodwill

Goodwill represents the intangible value of a business beyond its physical assets. For further information, see SDLTM04005.

If you’re making a payment for goodwill that is part of the land transaction, this payment counts as chargeable consideration for SDLT. If you enter relevant codes (A, F, or O) in question 2 of the SDLT1 form (which is represented as question 1.2 online), you should include the amount for goodwill in the total shown in question 10 of the SDLT1 form (question 1.10 online).

3. Chattels and Moveables

For information on how this applies, refer to SDLTM04010.

Chattels generally refer to movable personal property. In business transactions, this can include items that are attached to a building but can be removed without damaging the building itself, often referred to as ‘fixtures and fittings.’

If you are paying for these fixtures as part of the sale, this amount is also considered chargeable consideration for SDLT. Ensure that you include this amount in question 10 of the SDLT1 (question 1.10 online), along with using the relevant codes in question 2 (1.2 online).

4. Other

This catch-all category includes any other components of the deal that do not fall into the previous three categories and are not interests in land. This might involve various assets that are not specifically classified under stock, goodwill, or movable assets but are still a part of the business purchase.

Calculating Total Consideration for Non-Chargeable Assets

If you have completed the first part of question 1, you must also finish the second part to show the total value assigned to the non-chargeable assets. This apportionment should be conducted fairly and reasonably. For more details on this process, see SDLTM04000.

Important Note on Nil Consideration

If the non-chargeable assets were transferred without any payment (nil consideration), do not fill in ‘0’ in the second part of the question. Instead, simply leave the space blank.