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HMRC internal manual

Stamp Duty Land Tax Manual

Reliefs: Incorporation of limited liability partnerships

General overview FA03/S65

Where the following three conditions are met, relief from Stamp Duty Land Tax may be claimed on a land transaction which transfers a chargeable interest from a person (the transferor) to a limited liability partnership in connection with its incorporation.

A limited liability partnership means one formed under the Limited Liability Partnerships Act 2000 or the Limited Liability Partnerships Act (Northern Ireland) 2002.

The three conditions are that

  • the effective date of the land transaction is within the period of one year from the date of incorporation of the limited liability partnership
  • at the relevant time the transferor

is a partner in a partnership comprised of all the persons who are (or are to be) members of the limited liability partnership (and no-one else) or

holds the chargeable interest transferred as nominee or bare trustee for one or more or the partners in such a partnership

  • the proportions of the interests held by the partners

are the same both before and after the transaction

where they are different, the differences have not arisen as part of a scheme or arrangement the main purpose (or one of the main purposes) of which, is the avoidance of liability to any duty or tax

Relevant time means

  • if the transferor acquired the chargeable interest after the partnership was incorporated, the time immediately after they acquired that chargeable interest
  • otherwise, immediately before the partnership was incorporated