Group Relief Unavailable in Certain Intra-Group Transactions: Key Restrictions Explained

When group relief is blocked for transfers within a company group

Group relief for land transactions tax can be refused even if the buyer and seller are in the same corporate group when the property is transferred. Relief may be blocked if the transfer is part of wider arrangements, such as a planned sale of the buyer, linked consideration arrangements, or steps that will cause the companies to leave the same group.

• Being in the same group at the date of transfer is not enough on its own to secure group relief.
• Relief can be denied if there are arrangements to transfer control of the buyer but not the seller.
• Relief may also be blocked where there are arrangements connected with the consideration for the transaction.
• It is denied if there are arrangements for the buyer and seller to stop being members of the same group.
• The analysis must look at the full factual background, including plans, agreements, board decisions, and linked transaction steps.
• A common risk case is where property is moved to a group company shortly before that company is sold outside the group.

Scroll down for the full analysis.

When group relief is blocked for transfers within a company group

This page explains a key restriction on group relief for land transactions tax. Even if the buyer and seller are in the same group at the time of the transaction, relief is not available in some situations where there are wider arrangements connected with the transfer. This matters because an apparently straightforward intra-group transfer can still give rise to tax if the transaction forms part of a broader change in ownership or connected arrangements.

What this rule is about

Group relief is intended to remove tax charges on certain transfers of property within the same corporate group. The basic idea is that moving property between companies in the same group should not usually trigger tax in the same way as a sale to an outside party.

But that relief is restricted where the intra-group transfer is linked to arrangements that, in substance, take the property outside the group or are part of a wider planned transaction. The rule is aimed at preventing group relief being used where the transfer is only one step in a broader set of arrangements.

What the official source says

The official material states that no group relief is available where the buyer and seller are in the same group, but one of the following applies:

• there are arrangements to transfer control of the buyer, but not the seller
• there are arrangements involving the consideration for the transaction
• there are arrangements under which the seller and buyer cease to be members of the same group

The effect is that being in the same group at the time of the land transaction is not enough on its own. You must also consider whether there are connected arrangements of the kinds listed above.

What this means in practice

The practical question is whether the intra-group transfer stands on its own, or whether it is part of a wider planned set of steps.

If there is a plan for control of the buyer company to pass to someone else, group relief may be denied even though the seller remains where it is. This can matter where property is first moved into a group company and that company is then sold.

If there are arrangements involving the consideration for the transaction, relief may also be blocked. The source material does not expand on the detail here, so the exact application will depend on the facts and the wider legislative framework. The important practical point is that the payment terms and any linked value-shifting arrangements should be examined, not just the legal transfer itself.

Relief is also denied where there are arrangements under which the buyer and seller stop being members of the same group. In practice, this catches cases where the intra-group transfer is followed, under an existing plan or understanding, by a degrouping or sale that separates the companies.

How to analyse it

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

• Were the buyer and seller in the same group at the time of the transaction?
• Was there any existing plan, agreement, understanding, or coordinated set of steps connected with the transfer?
• Did those arrangements involve a transfer of control of the buyer company?
• Was the seller excluded from that change of control?
• Were there any arrangements affecting or linked to the consideration for the land transaction?
• Was it already intended or arranged that the buyer and seller would cease to be in the same group?

The focus is not only on the immediate transfer document. You need to look at the surrounding transaction structure, board decisions, sale plans, heads of terms, and other evidence showing whether there were relevant arrangements in place.

Example

Illustration: Parent company owns both Company A and Company B. Company A transfers property to Company B. On the same facts, there is already a plan for Company B to be sold to an outside purchaser, while Company A will remain in the original group. Even though A and B are in the same group when the property is transferred, group relief may be blocked because there are arrangements to transfer control of the buyer but not the seller.

A similar issue can arise if the transfer is made as one step in a wider transaction under which A and B will no longer remain in the same group.

Why this can be difficult in practice

The difficult issue is often whether there are “arrangements” at the relevant time. That can be fact-sensitive. A fully signed agreement is not the only possible form of arrangement, but the source material provided does not define the term in detail. In practice, the answer may depend on how far discussions had progressed, whether there was a settled plan, and whether the land transfer was linked to that plan.

Another difficulty is that the source material refers to arrangements involving the consideration, but without setting out the full detail on this page. That means the point should be read in the context of the wider statutory rules, rather than treated as a free-standing test with obvious boundaries.

It is also important not to assume that an intra-group transfer qualifies simply because the group relationship exists at completion. These restrictions require a wider factual review.

Key takeaways

• Group relief can be denied even where buyer and seller are in the same group at the time of the transfer.
• The main risk is where the transfer is part of wider arrangements involving a change of control, consideration-related arrangements, or a later separation of the companies from the same group.
• The correct analysis looks at the whole transaction context, not just the land transfer in isolation.

This page was last updated on 24 March 2026

Useful article? You may find it helpful to read the original guidance here: Group Relief Unavailable in Certain Intra-Group Transactions: Key Restrictions Explained

View all WRA LTT Guidance Pages Here