LBTT Guidance on Company and Unincorporated Association Representation and Authority

Who can act for a company or other organisation for LBTT purposes

For LBTT in Scotland, returns and related documents must be handled by someone with proper authority to act for the buyer or other organisation. For a company, this is usually the company secretary, someone acting as company secretary, or another person with express, implied or apparent authority, which will normally include a director. For an unincorporated association, it is usually the treasurer or someone acting as treasurer.

  • An organisation for these rules includes both a company or other body corporate and an unincorporated association.
  • Under section 44 of the Land and Buildings Transaction Tax (Scotland) Act 2013, the “proper officer” is the person whose actions or signature can be treated as the organisation’s own.
  • For a company, authority is not limited to the company secretary; a director will normally be accepted, and others may act if they have clear authority.
  • Authority may be express, implied from the person’s role, or apparent where the company has held them out as authorised.
  • For an unincorporated association, the guidance points to the treasurer, or a person acting as treasurer, as the proper officer.
  • If someone outside these usual roles signs or deals with Revenue Scotland, the organisation should be able to show why that person had authority.

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Who can act for a company or other organisation for LBTT purposes

This page explains who can act on behalf of a company or other organisation in relation to Land and Buildings Transaction Tax (LBTT). The point matters because LBTT returns and related documents must be dealt with by someone who has authority to act for the buyer or other relevant organisation. If the wrong person signs or acts, that can create practical and evidential problems.

What this rule is about

The source material deals with organisations rather than individuals. For these purposes, an organisation includes both:

  • a body corporate, such as a company, and
  • an unincorporated association.

The main issue is who counts as the right person to act for that organisation. Section 44 of the Land and Buildings Transaction Tax (Scotland) Act 2013 sets out who is treated as the “proper officer” for these purposes.

This is essentially a rule about authority. It helps identify whose signature or actions can be treated as the organisation’s own.

What the official source says

The official guidance states that:

  • for a company, the proper officer is the company secretary or a person acting as company secretary;
  • another person may also act for the company if they have express, implied or apparent authority; and
  • this will normally include one of the company’s directors.

For an unincorporated association, the proper officer is the treasurer or a person acting as treasurer.

The guidance is based on section 44 LBTT(S)A 2013.

What this means in practice

If the buyer or other relevant party is a company, Revenue Scotland does not limit authority only to the company secretary. A director will normally be able to act, and another person may also be able to do so if the facts show they have authority.

That authority may arise in different ways:

  • Express authority means the company has clearly authorised the person to act.
  • Implied authority means authority can be inferred from the person’s role or the way the company operates.
  • Apparent authority means the company has presented the person as having authority, so that others are entitled to rely on that appearance.

For unincorporated associations, the rule is narrower in the guidance. The treasurer, or someone acting as treasurer, is identified as the proper officer.

In day-to-day conveyancing and tax compliance, this means the person signing the LBTT return or dealing with Revenue Scotland should be someone whose authority can be shown if needed.

How to analyse it

When deciding whether a person can act for an organisation, ask these questions:

  • Is the organisation a company or an unincorporated association?
  • If it is a company, is the person the company secretary or acting as company secretary?
  • If not, does the person have express authority, such as a board decision or internal authorisation?
  • If not, does their office or role give them implied authority?
  • Has the company held the person out as authorised, so that they may have apparent authority?
  • If it is an unincorporated association, is the person the treasurer or acting as treasurer?

It is sensible to look at the organisation’s constitutional and governance documents, the person’s formal role, and the surrounding facts. The legal question is not just who is convenient to act, but who the law will recognise as acting for the organisation.

Example

A company buys commercial property in Scotland. The LBTT return is signed by one of its directors rather than by the company secretary. On the source material, that will normally be acceptable, because a director will normally fall within the category of a person with authority to act for the company.

By contrast, if a junior employee with no clear delegated authority signs the return, the position is less secure. The company may need to show that the employee had express, implied or apparent authority to act.

Why this can be difficult in practice

The difficult area is usually not the company secretary or the treasurer. It is the “other person” who claims to act for the organisation.

For companies, the source recognises express, implied and apparent authority, but whether those forms of authority exist depends on the facts. A job title alone may not settle the issue. Nor does internal authority always match what an outside body is entitled to assume.

For unincorporated associations, the source only identifies the treasurer or a person acting as treasurer as the proper officer. If someone else signs or acts, the source does not expand on when that would be accepted. That means the position may be more fact-sensitive and may depend on the association’s own structure and the legal context in which the issue arises.

Key takeaways

  • For LBTT purposes, an organisation includes both a body corporate and an unincorporated association.
  • A company can usually act through its company secretary, a person acting as company secretary, or another person with express, implied or apparent authority, normally including a director.
  • An unincorporated association acts through its treasurer or a person acting as treasurer.

This page was last updated on 24 March 2026

Useful article? You may find it helpful to read the original guidance here: LBTT Guidance on Company and Unincorporated Association Representation and Authority

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