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HMRC internal manual

Stamp Duty Land Tax Manual

How is a partnership treated for SDLT purposes: Continuity of partnership - Para3

For the purposes of SDLT, a partnership is treated as the same partnership notwithstanding a change in membership if any person who was a member before the change remains a member after the change.

This does not change the requirement that for a partnership to exist there must be more than one partner. If, for instance, partners B and C leave a three person partnership consisting of A, B and C, the partnership ceases to exist as a single partner partnership is not possible. If, at a later date, D joins A in partnership this is a new partnership.

Using the same facts, there could be a continuing partnership if D joined the ABC partnership under the same agreement and at the same time as B and C left. In this case there is always more than one partner and the requirement for there to be a member who was a member before the change who remains a member after the change is satisfied.