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HMRC internal manual

Stamp Duty Land Tax Manual

Scope: How much is chargeable: Non-cash consideration: Transfer of property on winding up - loan from shareowners

(Extract from SDLT Technical News issue 5 (August 2007))

Transfer of property on winding up - loan from shareowners

We would not seek to argue that the dividend in specie should bear SDLT in a situation for example where A owns the shares of B Ltd. A lends money to the company to buy property, the loan being secured by mortgage on the property.

Later B Ltd is wound up and there is a transfer to A as beneficial owner of the equity. That is the reason for the Transfer. The loan is not released etc, but obviously the mortgage will be taken off as the lender also owns the property because of the liquidation.

Clearly in this scenario A has not assumed any liability or given any other form of consideration