Are linked transactions involving a SIPP, an SPV and mixed-use land taxed at non-residential SDLT rates?

Introduction

Readers often ask whether a purchase can be treated as mixed-use for Stamp Duty Land Tax (SDLT) where a dwelling is acquired with fields, paddocks, stables or other land, and where parts of the overall deal are intended to be split between different buyers or ownership vehicles such as a pension scheme and a company.

This matters because mixed-use property is generally charged at non-residential SDLT rates, which are usually lower than residential rates. But the rules are fact-sensitive. Separate titles, fencing, hedging, development plans, or the use of different entities do not by themselves decide the SDLT position. The real question is what is being acquired, by whom, under what arrangements, and what the land or buildings are actually used for at the effective date of the transaction.

The Question

A buyer was considering the acquisition of a property comprising a dwelling, outbuildings, stables and surrounding land of more than five acres, with the land split across two registered titles. The proposed structure involved one overall contract with simultaneous onward disposals or allocations on completion:

• part of the land would be transferred on to a neighbouring landowner;
• a field and stable block would be acquired through a SIPP;
• the dwelling element would be transferred into a property company for development.

The key questions were:

• whether the acquisitions by the different vehicles would be treated as linked transactions for SDLT;
• whether the overall purchase, or any part of it, could qualify as mixed-use and therefore be taxed at non-residential SDLT rates;
• whether a SIPP acquisition attracts any SDLT surcharge;
• and whether the condition and use of the stable block and land were enough to keep them outside the residential part of the transaction.

Nick’s Explanation

Nick’s core view was that the arrangements described were likely to be treated as linked transactions. In anonymised form, his answer was:

“I believe you are asking whether this is a linked transaction. Based on what you have said, the answer is yes.”

On mixed-use, his summary was:

“If this transaction involves both residential and non-residential elements, it is classified as a mixed-use transaction. As a result, it will be subject to the stamp duty rates applicable to non-residential properties.”

He also commented that where stables were acquired under a separate title and were not suitable for living in, they would ordinarily be regarded as non-residential. He further noted that, where the property is genuinely mixed-use or non-residential, the higher residential surcharge would not apply in the same way as it does to residential purchases.

The important qualification, however, is that these points only take you so far. Whether land and buildings are non-residential for SDLT depends on the statutory definition and the case law. A stable block may be physically non-residential, but that does not automatically mean it is non-residential land for SDLT if it forms part of the garden or grounds of a dwelling. Equally, land is not mixed-use simply because it is large, separately titled, fenced off, or has at some point been used informally by someone else.

The Law

The starting point is the Finance Act 2003.

For SDLT, property is broadly either:

• residential property;
• non-residential property; or
• mixed-use property, meaning a transaction that includes both residential and non-residential property.

The key residential definition is in Schedule 4ZA Finance Act 2003. Residential property includes:

• a building that is used or suitable for use as a dwelling, or is in the process of being constructed or adapted for such use; and
• land that is, or forms part of, the garden or grounds of such a building.

That second limb is critical. Land and outbuildings can be treated as residential even if they are not themselves dwellings, if they form part of the garden or grounds of the dwelling.

Linked transactions are dealt with in section 108 Finance Act 2003. Transactions are linked if they form part of a single scheme, arrangement or series of transactions between the same buyer and seller, or persons connected with either of them. If transactions are linked, the consideration may need to be aggregated when calculating SDLT.

Sub-sale relief is dealt with in section 45 Finance Act 2003, but whether it applies depends on the exact sequence of contracts, completion mechanics and who acquires what interest at what time.

On the mixed-use question, the courts and tribunals have repeatedly stressed that the test is highly factual. Relevant authorities include:

• Hyman v HMRC [2019] UKFTT 469 (TC)
• Goodfellow v HMRC [2021] UKFTT 210 (TC)
• Fiander and Brower v HMRC [2020] UKUT 156 (TCC)
• Withers v HMRC [2022] UKFTT 433 (TC)
• Amarjeet and Tajinder Mudan v The Commissioners for HMRC [2025] EWCA Civ 799

Those cases show that separate title, physical separation and occasional or minor third-party use do not automatically make land non-residential. The focus is on the character of the land at the effective date and whether it forms part of the dwelling’s garden or grounds, or is instead being put to a genuinely distinct non-residential use.

Where a buyer argues that a building was not suitable for use as a dwelling, the threshold is now relatively high following Amarjeet and Tajinder Mudan v The Commissioners for HMRC [2025] EWCA Civ 799. In an uninhabitable or not suitable for use case, disrepair or the need for works will not by itself be enough unless the condition is serious enough to take the property outside the statutory concept of a dwelling.

Analysis

There are really four separate SDLT issues here.

First, are the transactions linked?

If the overall acquisition is structured under one contract, with simultaneous or interdependent onward transfers on completion, and the various steps are all part of one planned arrangement, there is a strong argument that the transactions are linked under section 108 Finance Act 2003. Common control, common economic purpose and timing all point in that direction. The use of a SIPP for one part and an SPV for another does not necessarily prevent linkage if the steps are part of one scheme and involve connected persons or coordinated purchasers.

Second, does the use of a SIPP or an SPV change the SDLT rates?

Not by itself. SDLT classification depends primarily on the nature of the property acquired, not simply the identity of the vehicle. If what is acquired is non-residential or mixed-use, non-residential rates apply. If what is acquired is residential, residential rates apply, and in some cases higher rates may apply depending on the purchaser and the circumstances. A SIPP is not automatically exempt from SDLT, and there is no general rule that pension ownership removes SDLT. The key point is still whether the subject matter is residential, non-residential or mixed-use.

Third, is the land with stables and fields genuinely non-residential?

This is where many mixed-use claims fail. A stable block may not be suitable for human habitation, but that does not settle the SDLT question. If the stables and adjoining land form part of the grounds of the dwelling, they can still be treated as residential property. The fact that the land is on a separate title, or divided by fencing or hedging, is relevant but not decisive.

Evidence of genuine commercial use can help, but the use must be real and substantial. Informal lending of a paddock at no charge, or a token payment for short-term use, is unlikely on its own to establish a clear non-residential character. The same applies where fields are currently empty and under the owner’s exclusive control. The tribunals have often looked for a genuine and identifiable commercial function rather than incidental, historic or weak evidence of third-party use.

Fourth, what about the stable block being unsuitable for residential use?

If the stable block is physically a stable block and not a dwelling, that points away from it being a dwelling in its own right. But again, the legal issue is whether it is part of the garden or grounds of the main dwelling. If it is, it may still be residential property for SDLT. If someone once occupied part of it informally, that may complicate the factual picture, but it does not automatically help a mixed-use argument. Nor does poor condition automatically make a building non-residential. Following Amarjeet and Tajinder Mudan v The Commissioners for HMRC [2025] EWCA Civ 799, the threshold for arguing that a building is not suitable for use as a dwelling is now relatively high.

In short, the strongest part of the proposed argument is probably the linked transaction point. The weakest part is likely to be any mixed-use argument based only on separate titles, physical separation, poor condition of outbuildings, or limited informal use of paddocks by third parties.

Outcome

On the facts described, the practical conclusion is:

• the coordinated acquisitions are likely to be treated as linked transactions if they are part of one overall arrangement;
• using a SIPP and an SPV does not by itself change the SDLT classification;
• non-residential SDLT rates only apply if the property acquired is genuinely mixed-use or non-residential on the facts and under the legislation;
• stables and fields are not automatically non-residential merely because they are on separate titles, fenced off, or not suitable for living in;
• evidence of only minor, informal or token third-party use is unlikely to be enough on its own to support a robust mixed-use filing position;
• and any argument that a building was not suitable for use as a dwelling now faces a relatively high threshold after Amarjeet and Tajinder Mudan v The Commissioners for HMRC [2025] EWCA Civ 799.

Practical Steps

Anyone assessing a similar transaction should work through the following points carefully:

1. Map every land parcel and building being acquired, including title plans, boundaries, access routes and actual use at completion.
2. Identify the exact purchaser of each element and whether the steps are contractually or commercially interdependent.
3. Review whether the transactions are linked under section 108 Finance Act 2003.
4. Consider whether any sub-sale relief under section 45 Finance Act 2003 is genuinely available on the completion mechanics.
5. Gather evidence of actual non-residential use, such as formal licences, grazing agreements, business records, invoices, rent payments, planning history and photographs.
6. Do not rely solely on separate title, acreage, fencing, or a surveyor’s description of a building as “non-residential”.
7. If arguing that a building is not suitable for use as a dwelling, test that position against the stricter approach reflected in Amarjeet and Tajinder Mudan v The Commissioners for HMRC [2025] EWCA Civ 799.
8. Check whether the land is in reality part of the garden or grounds of the dwelling, because that is often the decisive issue.
9. Keep a clear file note explaining the filing position adopted and the evidence supporting it.

Conclusion

A purchase involving a dwelling, stables and land is not automatically mixed-use just because different parts are on separate titles or are intended for different future owners. If the acquisitions form one overall plan, linked transaction rules are likely to apply. Whether non-residential SDLT rates are available depends on the real character and use of the land and buildings at the effective date, and the courts now take a stricter view both on mixed-use claims and on arguments that property is not suitable for use as a dwelling.

Legal References Used

• Finance Act 2003, section 45
• Finance Act 2003, section 108
• Finance Act 2003, Schedule 4ZA
• Hyman v HMRC [2019] UKFTT 469 (TC)
• Fiander and Brower v HMRC [2020] UKUT 156 (TCC)
• Goodfellow v HMRC [2021] UKFTT 210 (TC)
• Withers v HMRC [2022] UKFTT 433 (TC)
• Amarjeet and Tajinder Mudan v The Commissioners for HMRC [2025] EWCA Civ 799

This page was last updated on 22 March 2026.

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