LTT when an LLP-owned company transfers land to a corporate member
Company transfers linked to an LLP
WRA says that land moving from an LLP-owned company to a corporate LLP member is a company-to-company transfer. The LLP partnership rules do not decide the result.
- Check group relief instead.
- An LLP cannot simply be ignored in the ownership chain.
- WRA says its example fails group relief, so LTT is due.
Scroll down for the full analysis.
Read the original guidance here:
LTT when an LLP-owned company transfers land to a corporate member
LTT when an LLP-owned company transfers land to a corporate member
Land Transaction Tax (LTT) replaced Stamp Duty Land Tax in Wales on 1 April 2018. LTT may be due when land moves from a company owned by an LLP to a company that is an LLP member. An LLP link alone does not give group relief.
What this rule is about
This issue can arise in a business with an LLP, one company that owns land, and another company that is a member of the LLP. In that situation, the land-owning company transfers the land to the corporate member.
You may view this as an internal move within one business. That is insufficient.
What matters is the identity of the transferor. In this case, one company transfers the land to another company. Neither the seller nor the buyer is the LLP.
What the official source says
According to the Welsh Revenue Authority (WRA), the special LTT rules for partnerships do not apply to its example. The transfer is neither from a partnership nor to a partnership.
- E Ltd is the seller, and the partnership owns it.
- B Ltd is the buyer and a corporate member of that partnership.
- Accordingly, the transfer is from one company to another.
- The partnership link by itself does not determine the LTT result.
Group relief must then be considered, WRA says. Under the legislation, that relief can remove LTT when the seller and buyer are companies in the same group when the transfer takes effect.
- A company must be a body corporate.
- Group relief requires one company to be a 75% subsidiary of the other, or both companies to be 75% subsidiaries of a third company. That relationship is required.
- For the 75% test, the relevant matters are ordinary share capital, rights to profits, and rights to assets on winding up. All three matter.
- Further statutory restrictions can still prevent group relief.
WRA explains that an LLP has its own legal personality. When testing whether companies form a group, you cannot simply look through the LLP to its members.
Although an LLP is a body corporate, it has no issued share capital. In WRA’s example, it therefore cannot provide the group structure needed for relief. WRA concludes that LTT is due.
What this means in practice
Connection through the same LLP is different from being companies in the same group. That difference can determine whether the transfer receives group relief.
This is where people often go wrong. Common control or common business ownership may appear sufficient, but it is not.
- Begin with the company that owns the land.
- Identify the company that receives it.
- Do not regard the LLP’s members as directly owning the LLP’s assets.
- Check whether a separate company is above both companies in a qualifying 75% structure.
Where no qualifying structure exists between the seller and buyer when the transfer takes effect, the transfer does not get group relief on the facts used by WRA. Normal LTT rules then determine the LTT due.
How to analyse it
Before deciding the tax result, draw the structure. A simple ownership chart can reveal the problem quickly.
- Is the land in Wales?
- Which legal person owns the land immediately before the transfer?
- Which legal person will own it immediately after the transfer?
- Is either side of the transfer actually the LLP?
- Are the seller and buyer each companies for group-relief purposes?
- Is there a 75% subsidiary relationship between them?
- Are both companies 75% subsidiaries of the same third company?
- Do any arrangements prevent the relief from applying?
What decides the answer is the legal ownership chain between the parties, rather than the fact that the businesses work together or the same people stand behind them. Business links do not decide it.
Example
Assume that an LLP owns E Ltd. B Ltd is a corporate member of that LLP. E Ltd transfers Welsh land to B Ltd.
Although the 75% test may sound easy, it is not.
WRA says the LLP cannot be ignored or treated as a route through to its members. As an LLP has no issued share capital, WRA says this structure cannot create the group needed for relief, even though the businesses are connected through it. On those facts, LTT is due on the transfer.
Why this can be difficult in practice
Loose business terms often describe company and LLP structures, although tax depends instead on the legal structure.
WRA’s guidance states its view rather than the law itself. The legislation remains the starting point, and the full facts matter.
- “Owned by the partnership” may conceal a more complex ownership chain.
- An LLP member is not automatically a subsidiary or parent company.
- Rights to profits and assets matter alongside share ownership.
- A wider group structure may produce a different answer.
- Arrangements linked to the transfer can affect group relief.
Key takeaways
- A land transfer between companies is not automatically a partnership transfer.
- An LLP link does not automatically satisfy the 75% group-relief test.
- On WRA’s example facts, group relief fails and LTT is due.
Technical analysis
For advisers, and for anyone who wants to check the law behind this page. You do not need this section to understand the guidance above.
Legislation
- LTTA 2017 section 41 — applies the partnership schedule to land tax
- LTTA 2017 Schedule 7 para 4 — treats partnership land as held by its partners
- LTTA 2017 Schedule 16 para 2 — gives relief for transfers within a company group
- LTTA 2017 Schedule 16 para 3 — defines companies, groups and the 75% ownership test
- LTTA 2017 Schedule 16 para 4 — restricts group relief for certain arrangements
Official guidance
The pages below are the Welsh Revenue Authority’s guidance. Guidance is not law. It sets out how the Welsh Revenue Authority reads the legislation, and it is not binding on you, on a tribunal or on a court. Where guidance and the legislation differ, the legislation wins. the Welsh Revenue Authority can also change or withdraw guidance, and it may not cover your facts.
Where this is not settled
- The supplied example does not set out the full ownership chain, the terms of the transfer, or any wider arrangements.
- The supplied statutory bundle did not include a currency notice. Current legislation and guidance should be checked before relying on the result for a live transaction.
Evidence you would need
This kind of case is decided on the facts of the individual property. These are the records that usually settle it, and the ones an adviser would ask you for.
- A chart showing every company, LLP and member in the structure.
- Share registers and documents showing who owns shares and rights to profits and assets.
- The LLP agreement and Companies House records.
- The transfer documents and details of any linked arrangements.
Explore this with an AI
Readers often want to test their own situation. Copy the prompt below into ChatGPT, Claude or Gemini. It hands the model the actual legislation for this page rather than letting it answer from memory, and tells it to be explicit about what is uncertain. What comes back is information, not advice – check it against the links above.
I am researching Land Transaction Tax (LTT), the tax on property in Wales. It replaced Stamp Duty Land Tax in Wales on 1 April 2018, and SDLT does not apply in Wales. MY QUESTION LTT when an LLP-owned company transfers land to a corporate member [Replace this with your own situation: what you are buying, the price, the dates, who the buyer is, and what you plan to do with the property.] THE LAW THIS TURNS ON - LTTA 2017 section 41 - applies the partnership schedule to land tax https://www.legislation.gov.uk/anaw/2017/1/section/41 - LTTA 2017 Schedule 7 para 4 - treats partnership land as held by its partners https://www.legislation.gov.uk/anaw/2017/1/schedule/7/paragraph/4 - LTTA 2017 Schedule 16 para 2 - gives relief for transfers within a company group https://www.legislation.gov.uk/anaw/2017/1/schedule/16/paragraph/2 - LTTA 2017 Schedule 16 para 3 - defines companies, groups and the 75% ownership test https://www.legislation.gov.uk/anaw/2017/1/schedule/16/paragraph/3 - LTTA 2017 Schedule 16 para 4 - restricts group relief for certain arrangements https://www.legislation.gov.uk/anaw/2017/1/schedule/16/paragraph/4 Guidance page from the Welsh Revenue Authority on this topic (guidance, not law): https://www.gov.wales/partnerships-and-land-transaction-tax-technical-guidance HOW I WANT YOU TO ANSWER 1. Work from the legislation above. Read it before answering. Guidance from the Welsh Revenue Authority is its view of the law, not the law, and does not bind a tribunal or a court. 2. Tell me what the rule actually requires, in plain English. 3. Tell me which facts decide the answer, and which facts would change it. 4. Tell me what evidence I would need to support the position. 5. Be explicit about anything unsettled or fact-sensitive. Do not guess. 6. Your training data has a cutoff and SDLT rates and reliefs change at fiscal events. Say so if you are not sure the law is current. POINTS ALREADY KNOWN TO BE UNCERTAIN ON THIS TOPIC - The supplied example does not set out the full ownership chain, the terms of the transfer, or any wider arrangements. - The supplied statutory bundle did not include a currency notice. Current legislation and guidance should be checked before relying on the result for a live transaction. Do not give me a conclusion you cannot support from the provisions above.
Legislation links show the Land Transaction Tax and Anti-avoidance of Devolved Taxes (Wales) Act 2017 as it stood on 2025-11-17. The law may have changed since, and the rules that apply are those in force on the date of your transaction. The official guidance this page is based on is here.
This page was last updated on 4 September 2026
Useful article? You may find it helpful to read the original guidance here: LTT when an LLP-owned company transfers land to a corporate member
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