Guidance on LBTT Relief for Alternative Finance Investment Bonds in Scotland

LBTT relief for alternative finance investment bonds

This relief can prevent Land and Buildings Transaction Tax being charged twice where Scottish property is transferred into and later out of a qualifying alternative finance investment bond structure, such as some Shari’a-compliant arrangements. It only applies if strict legal conditions, timing rules and evidence requirements are met, and it can be refused or withdrawn if the arrangement is not genuinely commercial or later conditions are not satisfied.

• Relief may apply to both the transfer of land to the financial institution or bond-issuer and the transfer back to the buyer at the end of the bond.
• The structure must meet the statutory definition of an alternative finance investment bond, and a lease of 21 years or less does not qualify.
• Key conditions include a transfer-back agreement, the land being held as a bond asset, usually a leaseback arrangement, and prescribed evidence of a first-ranking standard security in favour of Revenue Scotland within 120 days.
• Before the bond ends, capital payments must be at least 60% of the land value at the first transfer, and the land must be transferred back within 30 days of ceasing to be a bond asset and normally within 10 years.
• The second transfer is only relieved if relief for the first transfer was claimed and accepted and all conditions are ultimately met.
• Relief is blocked or withdrawn if bond-holders gain control of the asset, the arrangements are tax-driven or not for genuine commercial reasons, or the later conditions are not fulfilled.

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LBTT relief for alternative finance investment bonds

This page explains a specific LBTT relief for land transactions funded through an alternative finance investment bond, often used in Shari’a-compliant finance structures such as certain sukuk arrangements. The relief is designed to prevent the same land from being taxed twice when the property is temporarily transferred to a bond-issuer and later transferred back.

What this rule is about

In a standard property purchase, LBTT usually applies when land is acquired. But some alternative finance structures involve an extra transfer. The buyer acquires or holds the property, then transfers it to a financial institution or bond-issuer as part of the bond structure, and later receives it back when the bond ends.

Without a specific relief, those intermediate transfers could trigger LBTT more than once even though, in commercial terms, they are part of one financing arrangement. Schedule 8 to the Land and Buildings Transaction Tax (Scotland) Act 2013 deals with that problem.

The relief is not a general exemption for Islamic finance. It applies only if the statutory conditions are met. It is also restricted where the bond-holder gains control of the underlying asset, or where the arrangements are not genuine commercial arrangements or are tax-driven.

What the official source says

The legislation provides relief for two transactions in a qualifying alternative finance investment bond structure:

• the transfer of the land from the buyer to the financial institution or bond-issuer, described in the guidance as the first transaction; and
• the transfer of the land back to the buyer when the bond ends, described as the second transaction.

For this purpose, terms such as alternative finance investment bond, bond asset, bond-holder, bond-issuer and capital take their meaning from section 564G of the Income Tax Act 2007.

The main conditions can be summarised as follows:

• The buyer transfers a qualifying interest in land to the financial institution, and both agree that the interest will be transferred back when the consideration is repaid.
• The financial institution enters into an alternative finance investment bond and holds the land as a bond asset.
• To generate income or gains for the bond, there is a leaseback arrangement, unless alternative conditions set by regulations apply.
• Within 120 days of the effective date of the first transaction, the financial institution must provide prescribed evidence that a first-ranking standard security has been registered in favour of Revenue Scotland for the amount of tax, interest and penalties that would have been due if relief were not available.
• Before the bond terminates, total capital payments made to the financial institution must be at least 60% of the value of the land interest at the time of the first transaction.
• The financial institution must hold the land as a bond asset until the bond terminates.
• Once the land ceases to be held as a bond asset, it must be transferred back to the buyer within 30 days, and in any event within 10 years of the first transaction, unless regulations prescribe a different period.

A lease of 21 years or less is not a qualifying interest for this relief.

The first transaction can qualify if conditions A to C are met within 30 days of its effective date. The second transaction can qualify only if all conditions are met and relief was claimed and accepted for the first transaction.

The legislation also says the relief is not available if:

• the bond-holder, or a connected group of bond-holders, acquires control of the underlying asset through rights of management and control; or
• the arrangements are not entered into for genuine commercial reasons, or form part of arrangements whose main purpose, or one of the main purposes, is tax avoidance.

What this means in practice

The practical aim is straightforward: if land is moved into and out of a qualifying bond structure as part of alternative finance, LBTT should not be charged twice simply because the structure requires two transfers.

But the relief is conditional and closely monitored. It is not enough that the arrangement is described as Islamic finance or as a bond. The structure must fit the statutory model.

In practice, three points matter especially:

• The first transaction can obtain relief relatively early, but only if the initial structural conditions are in place quickly.
• Revenue Scotland protects its position by requiring a registered standard security in its favour. This acts as protection in case the relief later has to be withdrawn.
• The relief remains at risk until the later conditions are actually satisfied, including the minimum capital payment test, the holding requirement, and the transfer back to the buyer within the required time.

If the later conditions are not met, the relief for the first transaction is withdrawn. The tax then becomes chargeable by reference to the first transaction as if the relief had never applied. The guidance states that the chargeable consideration is based on market value of the subject-matter, or rent if the acquisition was the grant of a lease.

The second transaction is not separately relieved unless the first transaction relief was both claimed and accepted, and all the conditions are ultimately satisfied.

How to analyse it

A sensible way to analyse a case is to work through the structure in stages.

First, identify whether this is really an alternative finance investment bond arrangement within the statutory meaning. The legislation imports meanings from income tax law, so the label used by the parties is not enough by itself.

Second, check the land interest. A lease of 21 years or less is excluded. If the transferred interest falls within that exclusion, this relief is not available.

Third, test the transaction sequence:

• Was there a transfer from the buyer to the financial institution?
• Was there an agreement that the land would be transferred back when the consideration was repaid?
• Did the financial institution hold the land as a bond asset?
• Was there a leaseback, or another arrangement permitted by regulations?

Fourth, check the timing requirements carefully:

• conditions A to C must be met within 30 days of the effective date of the first transaction for relief on that first transaction;
• the prescribed evidence of the standard security must be provided within 120 days of the effective date of the first transaction;
• the second transaction must occur within 30 days after the land stops being held as a bond asset; and
• the second transaction must occur within 10 years of the first transaction, unless regulations allow a different period.

Fifth, test the substantive completion conditions:

• Were capital payments before bond termination at least 60% of the value of the land interest at the time of the first transaction?
• Did the financial institution continue to hold the land as a bond asset until bond termination?
• Was the land then transferred back to the buyer on time?

Sixth, consider the blocking rules:

• Did any bond-holder, alone or with connected bond-holders, acquire rights amounting to management and control of the bond assets to the exclusion of others?
• Were the arrangements entered into for genuine commercial reasons?
• Is there any indication that tax avoidance was a main purpose, or one of the main purposes, of the arrangements?

Finally, check the evidence. The legislation requires specific documents and the LBTT return URNs. Without the prescribed evidence, the security cannot be properly dealt with and the relief position may fail.

Example

A company holds Scottish commercial property and enters into a qualifying alternative finance investment bond arrangement with a financial institution. The company transfers the property to the institution, which holds it as a bond asset. The institution grants a leaseback so the company can continue using the property while the bond is in place. Relief is claimed on the transfer to the institution.

If the required standard security is registered and evidenced on time, the capital payments before termination reach at least 60% of the original value, the institution holds the property as a bond asset throughout, and the property is transferred back to the company within the statutory time limits, relief can also apply to the transfer back.

But if the property is transferred back early in a way that means the 60% capital payment condition is not met, or if it becomes clear that the conditions will not be met, the relief for the first transfer can be withdrawn and LBTT becomes payable on that earlier transaction.

Why this can be difficult in practice

This relief is technical because it combines property law, tax procedure and a specialist financing structure.

Several points can be fact-sensitive:

• Whether the arrangement falls within the statutory meaning of an alternative finance investment bond.
• Whether the rights of bond-holders amount to management and control of the underlying asset, especially where rights are split across parties or exercised collectively.
• Whether the arrangements are genuinely commercial, or whether tax avoidance is one of the main purposes. That is a purpose-based test and depends on the evidence and overall context.
• Whether the 60% capital payment requirement has been met, which may require careful analysis of what counts as capital payments under the bond terms.
• Whether all timing and evidence requirements have been met exactly. This relief depends heavily on compliance with formal conditions.

Another practical difficulty is that relief for the first transaction may be claimed before all later conditions have been satisfied. That means parties need to monitor the arrangement over time. The initial claim does not guarantee that the relief will remain available.

Key takeaways

• This relief is intended to stop double LBTT charges where land is transferred into and out of a qualifying alternative finance investment bond structure.
• The relief applies only if detailed statutory conditions are met, including timing rules, a registered security in favour of Revenue Scotland, minimum capital payments and transfer-back requirements.
• The relief can be denied or withdrawn if bond-holders acquire control of the underlying asset, if the structure is not genuinely commercial, or if the later conditions are not ultimately satisfied.

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Useful article? You may find it helpful to read the original guidance here: Guidance on LBTT Relief for Alternative Finance Investment Bonds in Scotland

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