Guidance on LBTT Rules for Companies in Liquidation or Administration

LBTT returns for companies in liquidation or administration

If a company buying property in Scotland is in liquidation or administration, the LBTT return must be signed by the insolvency office-holder, not by the company’s usual officers. This also applies to any amended return, so advisers should check the company’s insolvency status before filing.

• When a company enters liquidation or administration, the liquidator or administrator becomes the company’s “proper officer” for LBTT purposes.
• The proper officer must sign both the original LBTT return and any amended LBTT return.
• Directors, company secretaries and other usual company representatives should not sign if the company is already in liquidation or administration.
• If there are joint administrators, Revenue Scotland should be told which one will act alone as the proper officer.
• If no notice is given in a joint administration case, Revenue Scotland may choose which administrator will act as the proper officer.
• The signing authority depends on the company’s insolvency status at the relevant time, not on its normal internal management arrangements.

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LBTT returns when a company is in liquidation or administration

This page explains who must deal with an LBTT return if the buyer is a company that has gone into liquidation or administration. The point is mainly procedural, but it matters because the return must be signed by the correct person. If the wrong person acts, that can create avoidable problems with filing and compliance.

What this rule is about

Ordinarily, a company acts through its usual officers when dealing with tax formalities. But when a company enters liquidation or administration, control of the company’s affairs changes. Revenue Scotland’s guidance says that, in that situation, the insolvency office-holder becomes the “proper officer” for LBTT purposes.

The practical question is simple: who is authorised to sign the LBTT return, or an amended LBTT return, on the company’s behalf?

What the official source says

The official guidance states that where a company is in liquidation or administration, different rules apply. The liquidator, or the administrator, becomes the proper officer and must sign the LBTT return or any amended LBTT return.

The guidance also deals with joint administrators. If two or more people are appointed to act jointly or concurrently as administrators, Revenue Scotland should be told which one of them will act alone as the proper officer. If no notice is given, Revenue Scotland may itself designate a proper officer.

This guidance refers to section 44 of the Land and Buildings Transaction Tax (Scotland) Act 2013.

What this means in practice

If a company buys land or buildings in Scotland and is in liquidation or administration at the relevant time, the return should not be signed by a director, company secretary, or another company representative acting in the ordinary way. Instead, the person who must sign is the insolvency office-holder who is treated as the proper officer.

This applies not only to the original LBTT return but also to an amended return.

In practice, this means conveyancers and tax agents should check the company’s insolvency status before filing. If the company is already in liquidation or administration, the filing process should be routed through the liquidator or administrator.

Where there are joint administrators, it is not enough to assume any one of them can automatically be treated as the named signatory for Revenue Scotland’s purposes. The guidance expects notice to be given stating which administrator will act solely as the proper officer. If that has not been done, Revenue Scotland may choose one.

How to analyse it

A sensible way to approach the issue is to ask the following questions:

• Is the buyer a company?
• At the time the return or amended return is being dealt with, is the company in liquidation or administration?
• If it is in liquidation, who is the appointed liquidator?
• If it is in administration, who is the appointed administrator?
• If there is more than one administrator, has Revenue Scotland been notified which one will act as the proper officer?
• If no such notice has been given, has Revenue Scotland designated a proper officer?

The key point is that the authority to sign comes from the insolvency position, not from the company’s ordinary internal management arrangements.

Example

A company acquires commercial property in Scotland but enters administration before its LBTT return is finalised. Two administrators are appointed jointly. In that case, the administrators should notify Revenue Scotland which one of them will act solely as the proper officer for LBTT purposes. That person should then sign the LBTT return or any amendment. If they do not give notice, Revenue Scotland may designate which administrator will act as proper officer.

Why this can be difficult in practice

The legal rule itself is narrow, but timing and authority can create uncertainty in real cases. For example, there may be a question about whether the company had already entered liquidation or administration by the time the return needed to be signed, or whether an amendment is being made after the insolvency appointment.

Another practical difficulty is that transaction advisers may still be dealing with directors or finance staff who were involved before the insolvency event. Even if those individuals remain factually involved, the guidance indicates that the liquidator or administrator is the person who becomes the proper officer for signing purposes.

Joint appointments can also cause delay if nobody has formally notified Revenue Scotland which administrator will act. The guidance does not set out a broader decision-making test beyond the notification process and Revenue Scotland’s power to designate a proper officer if notice is not given.

Key takeaways

• If a company is in liquidation or administration, the liquidator or administrator becomes the proper officer for LBTT returns.
• The insolvency office-holder must sign both the LBTT return and any amended return.
• Where there are joint administrators, Revenue Scotland should be told which one will act solely as proper officer, otherwise Revenue Scotland may designate one.

This page was last updated on 24 March 2026

Useful article? You may find it helpful to read the original guidance here: Guidance on LBTT Rules for Companies in Liquidation or Administration

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