Do you pay SDLT on Properties Transfers within a Group?

Finance Act 2003 Schedule 7 has the answer

Many Properties Transactions within Groups of Companies are Exempt from SDLT

Stamp duty land tax: group relief and reconstruction and acquisition reliefs

Part 1

Group relief
1(1)A transaction is exempt from charge if the vendor and purchaser are companies that at the effective date of the transaction are members of the same group.
(2)For the purposes of group relief—
(a)“company” means a body corporate, and
(b)companies are members of the same group if one is the 75% subsidiary of the other or both are 75% subsidiaries of a third company.
(3)For the purposes of group relief a company (“company A”) is the 75% subsidiary of another company (“company B”) if company B—
(a)is beneficial owner of not less than 75% of the ordinary share capital of company A,
(b)is beneficially entitled to not less than 75% of any profits available for distribution to equity holders of company A, and
(c)would be beneficially entitled to not less than 75% of any assets of company A available for distribution to its equity holders on a winding-up.

However this group relief can be clawed back if the group relationship is broken within three years

Transfer of property between companies

Companies can claim relief within the same group that buy or sell property to or from each other. The buyer of the property can claim the relief if:

  • the buyer and seller are both companies
  • at the effective date of the transaction both companies are members of the same group

Certain conditions and restrictions apply to SDLT Group Relief.

To claim it, enter relief code ‘12’ in the SDLT return.

Find out more in the HMRC SDLT manual.

Stamp Duty Land Tax relief for land or property transactions – GOV.UK (

3 thoughts on “Do you pay SDLT on Properties Transfers within a Group?

  1. normaly i love your links to get the answers but this time i am lost int he gobbledegook!

    what does “if i have 75% of the shares OR 75% entitlement to the profit”mena? i think that means its a company in a trust so i dont own anything but own 75% (fiduciary) rights to the profits!!! . – Do i have that right?

    also a company can own other companies , i think! so if i and a few other shareholders have a parent company with say 4 shareholders and sub companies that the parent company owns (is that as a shareholder or is that linked via the directors) then a property can move from one company to another.
    the excitement here is that the directors can buy and redevelop in one company child of parent co. then pass it to another child company without sdlt. being liable. Thats mega helpful as the directors can then resign from child co and possibly parent and i have the property . Naaa it cannot be that easy – can it???


    1. Yes it should be possible for child company to transfer property to its parent and then dissolve the child company, I think this is very useful in group reorganisations

    2. Hi Allan, in a group the holding company is the shareholder of subsidiaries not the directors of the shareholders. The property belongs to the company, directors resigning does make any difference you would need to sell the property from the company to yourself if you want own it personally kind regards Steve

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