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HMRC internal manual

Stamp Duty Land Tax Manual

Reliefs: Group, reconstruction or acquisition relief


Definitions used in this guidance are as follows

  • company means a body corporate and 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. A company (company B) is the 75% subsidiary of another (company A) if company A satisfies the following conditions
    • is beneficial owner of not less than 75% of the ordinary share capital (either directly or through another company or companies as determined by ICTA88/S838(5) to ICTA88/S838(10)) of company B
    • is beneficially entitled to not less than 75% of the profits available for distribution to equity holders of company B
    • would be beneficially entitled to not less than 75% of any assets of company B available for distribution to its equity holders on a winding-up


  • ordinary share capital, for the purpose of these definitions, means all the issued share capital of the company, by whatever name called, apart from that share capital which only confers rights to a fixed dividend with no other rights to participate in the profits of the company.


The detailed rules on these qualifying tests are at ICTA88/SCH18 (equity holders andprofits or assets available for distribution) and, for the purposes of stamp duty land tax this schedule applies with the exceptions of paragraph 5(3) and paragraphs 5B to 5E.

  • arrangements includes any scheme, agreement or understanding, whether or not legally enforceable
  • control has the meaning given by ICTA88/S840. This means the power of a person to secure that the affairs of the company are conducted in accordance with their wishes
    • by holding shares in the company or having voting power in or in relation to the company
    • by virtue of powers conferred by the articles of association of the company or by virtue of any other document regulating the company


  • group company means a company that at the effective date of the land transaction is a member of the same group as the purchaser or vendor.
  • non-group company is a company that is not a group company