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HMRC internal manual

Stamp Duty Land Tax Manual

HM Revenue & Customs
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Example 12, Successive subsales

Successive Subsales of Numerous Plots of Land Acquired Under a Single Contract

  • “B” enters into a contract to acquire land from “A” for £10m. The land consists of Plot1, Plot2 and Plot3. The contract specifies a date for completion but includes provision for B to complete on each of the plots separately before that date.
  • B enters into a subsale agreement with “C1” for Plot1 for £5m. B enters into a subsale agreement with “C2” for Plot2 for £4m. B enters into a subsale agreement for Plot3 with “C3” for £1m.
  • On Day1, the sales of Plot1 from A to B and then to C1 complete together. The sales of Plot2 and Plot3 remain uncompleted.
  • On Day2, the sales of Plot2 from A to B and then to C2 complete together. The sale of Plot3 remain uncompleted.
  • On Day3, the sales of Plot3 from A to B and then to C3 complete together.

The A-B contract should be treated as three separate contracts within FA03/S44, one relating to each of the plots of land and the associated completions.

So B is the purchaser under three separate land transactions, one for each of the plots with effective dates of Day1, Day2 and Day3 respectively. In this scenario, it seems certain that these three land transactions are “linked” under the terms of FA03/S108.

Turning to the treatment of the subsales, following the way in which FA03/S44 is applied, there are three “original contracts” within paragraph 1 of FA03/SCH2A. It further follows that each of the subsales is a separate pre-completion transaction (paragraph 1(2)) that is a free-standing transfer (paragraph 2(2)) and a qualifying subsale (paragraph 16(8)). B can thus claim full relief under paragraph 16(2) for each acquisition of Plot1, Plot2 and Plot3, assuming that there is no other reason why relief should be unavailable and that the conditions for the relief are met. The outcome for C1, C2 and C3 will follow the normal rules for subsales illustrated in other examples concerning subsales (see SDLTM21600, SDLTM21620 and SDLTM21640).

This treatment will also be appropriate where the original contract is for a single plot which is later divided up into separate parts to be subsold in a similar fashion as described above. However, this guidance is unlikely to apply to a situation where what is realistically a single land transaction has been split in a contrived manner or in an attempt to reduce the amount of SDLT payable.

Note that this scenario is not the same as one where there is a contract for a single plot of land which is to be occupied and paid for in stages, with a single completion over the whole plot as the final step. Nor is this scenario analogous to the situation where the A-B contract is for the acquisition of a single plot of land with a single completion, and B subsells part of the land to C (or parts of the land to C1, C2 etc.). In that situation there is a single original contract and the subsales are covered by the rules for partial subsales at paragraph 16(3)-(4) of FA03/SCH2A.