Are multiple block purchases from the same seller linked transactions for SDLT?

Introduction

Buyers often ask whether several property purchases can be kept separate for Stamp Duty Land Tax (SDLT), especially where they want to complete on different dates or use different special purpose vehicles. This question commonly arises where a purchaser is acquiring several blocks of flats from the same seller and wants to know whether each block can be taxed on its own.

The answer usually depends on the linked transactions rules in Finance Act 2003. Where transactions form part of a single scheme, arrangement or series of transactions between the same buyer and seller, or connected persons, SDLT may treat them as linked. In a case involving blocks of six or more dwellings, that does not always create a higher SDLT bill, because the non-residential rates can already apply to each acquisition.

The Question

A buyer is acquiring five separate terraced blocks, each containing six flats, from the same seller. The buyer would prefer to stagger completion dates and, if possible, treat each block as a separate transaction for SDLT. The intended purchaser is the same company, although the buyer has also considered using separate companies with the same director. The key question is whether the acquisitions can be treated separately, or whether they are likely to be linked transactions for SDLT purposes.

Nick’s Explanation

Nick’s view was that these purchases would be treated as linked transactions because they involve the same seller and the same ultimate beneficial ownership. He explained that, in substance, staggering completions or interposing separate entities with the same underlying ownership would not usually prevent the transactions from being linked.

He also pointed out that, because each block contains six flats, each acquisition is likely to attract the non-residential SDLT rates in any event. In practical terms, that means there may be no SDLT saving from trying to separate the transactions.

In anonymised form, his key point was:

“These transactions would be regarded as linked because they have the same ultimate beneficial owners and the same vendor. However, since each block consists of six flats, you would pay the non-residential rates per transaction, so there is no specific financial advantage in trying to un-link them.”

The Law

The main rule is in section 108 of Finance Act 2003. Broadly, 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.

For SDLT purposes, linked transactions matter because the tax is not always calculated by looking at each purchase in isolation. Instead, HMRC may require the consideration for linked transactions to be aggregated when working out the rate of SDLT.

There is also an important rule for purchases of six or more dwellings in a single transaction. A transaction involving six or more dwellings is treated as non-residential or mixed for rate purposes. That means the non-residential SDLT rates can apply instead of the residential rates.

Where each separate acquisition itself consists of six or more dwellings, each one may already qualify for non-residential treatment without needing to rely on linkage analysis to produce that result.

Analysis

There are two main issues here:

1. whether the purchases are linked transactions; and
2. whether linkage changes the SDLT outcome in practice.

On the first issue, the facts strongly suggest linkage. The purchases concern multiple blocks sold by the same seller, to the same economic buyer, as part of one wider acquisition plan. Even if completion is staggered, that does not by itself stop the transactions being linked. The legislation focuses on whether they form part of a single scheme, arrangement or series of transactions, not simply whether they complete on the same day.

Using separate companies is also unlikely to help if the underlying ownership and control remain effectively the same. HMRC and the legislation look beyond mere form where the transactions are connected as part of one overall arrangement. If the parties, ownership and commercial reality point to one coordinated acquisition, the linked transactions rules are likely to apply.

On the second issue, each block contains six flats. That is important. A purchase of six or more dwellings is generally taxed at the non-residential rates. If each block is bought under a separate contract and each contract covers six flats, each acquisition may already fall within the non-residential SDLT rate structure on its own.

That means linking the transactions may make little or no difference to the applicable rate structure, because each block is already in non-residential territory. In many residential linked transaction cases, aggregation matters because it can push the effective rate higher. Here, however, if each block independently qualifies for non-residential treatment, the practical tax effect of linkage may be limited.

The exact SDLT figures still depend on the price paid for each block and the total consideration, so the calculations should be checked carefully. But on the facts described, the key point is that the buyer should not assume there is a tax advantage in trying to separate transactions that are, in reality, part of one overall deal.

Outcome

Where several blocks of six flats are being bought from the same seller as part of one coordinated acquisition, the transactions are likely to be linked under section 108 Finance Act 2003. However, because each block contains six dwellings, each purchase is likely to be taxed at the non-residential SDLT rates anyway. As a result, there may be no meaningful SDLT benefit in trying to structure the purchases as unlinked transactions.

Practical Steps

1. Review the contracts to see whether the purchases are part of one scheme or arrangement.
2. Identify the true buyer for each transaction, including the ultimate beneficial ownership and any connected party issues.
3. Check whether each acquisition genuinely consists of six or more dwellings.
4. Calculate SDLT on each block using the non-residential rates, then compare that with any aggregated position if the transactions are linked.
5. Do not assume that different completion dates or separate companies will prevent linkage if the overall transaction is commercially one package.
6. Keep a clear written record of the commercial rationale and transaction structure in case HMRC later reviews the filing position.

Conclusion

If a buyer is purchasing multiple blocks of six flats from the same seller under one overall arrangement, the transactions will usually be linked for SDLT. But where each block already qualifies for non-residential treatment because it contains six or more dwellings, trying to separate the transactions may offer no SDLT advantage.

Legal References Used

• Finance Act 2003, section 108
• Finance Act 2003, SDLT rules on linked transactions
• Finance Act 2003, treatment of transactions involving six or more dwellings as non-residential or mixed for rate purposes

This page was last updated on 22 March 2026.

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