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HMRC internal manual

Stamp Duty Land Tax Manual

Group, reconstruction or acquisition relief

Group relief: Not available: Arrangements to transfer control of purchaser but not vendor

A Ltd (the vendor) owns a property and sells it to B Ltd (the purchaser).

At the effective date of the transaction, both A Ltd and B Ltd satisfy the requirements for group relief as B Ltd is a 100% subsidiary of A Ltd and all the other tests are fulfilled.

However, on the effective date, an arrangement is made for A Ltd to sell the shares in B Ltd to an unconnected, third party, company (C Ltd).

Group relief is not available to B Ltd because this arrangement would mean that C Ltd would obtain control of B Ltd but not of A Ltd.

B Ltd would have to pay Stamp Duty Land Tax and make a land transaction return.