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HMRC internal manual

Stamp Duty Land Tax Manual

From
HM Revenue & Customs
Updated
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Reliefs: Group, reconstruction or acquisition relief

Reconstruction or acquisition relief: Withdrawal: Recovery from other persons FA03/SCH7/PARA12 and FA03/SCH7/PARA13

Once the Stamp Duty Land Tax (SDLT) due as a result of a withdrawal of reconstruction or acquisition relief has been determined (whether by passage of time or closure of an enquiry or otherwise), liability to pay the tax is the responsibility of the acquiring company.

Where such tax (or any part of it) has not been paid within a period of six months of the date on which it became payable, recovery of the unpaid amount is possible from other persons.

The persons from whom the SDLT may be recovered are

  • a company which at any relevant time was a member of the same group as the acquiring company and was above it in the group structure. For these purposes

    • any relevant time means any time between the effective date of the relevant transaction and the date of change of control by virtue of which tax is chargeable
    • a company (A Ltd) is above another company (B Ltd) in a group structure if B Ltd (or another company that is above B Ltd in the group structure) is a 75% subsidiary of A Ltd
  • any person who at any relevant time was a controlling director of the acquiring company or of a company having control of the acquiring company. For these purposes

    • any relevant time means any time between the effective date of the relevant transaction and the date of change of control by virtue of which tax is chargeable
    • director (in relation to a company) has the meaning given by ITEPA03/S67(1) and includes any person falling within Corporation Tax Act, CTA10/S452(1)
    • controlling director (in relation to a company) means a director of the company who has control of the company in accordance with Corporation Tax Act, CTA10/S450&451.

To enable such a recovery, a notice must be served on the person from whom the tax is to be recovered. The requirements are the same as for group relief. See SDLTM23100.