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Just a thought about para 24 (transfer of interest from a partnership consisting wholly of bodies corporate) –
Let’s say you have an property investment LLP with two unconnected companies as members. It’s discovered that the LLP has unwanted consequences so it is decided to transfer the properties to an ordinary partnership with the same members as the LLP.
The SLP for both para 10 and 18 are 100, so the chargeable consideration is nil; but then you remember that para 24 applies because the SLP is 75 or more and all the partners are bodies corporate. So the chargeable consideration is actually market value of the properties. Let’s say the properties have an aggregate value of ?10m, this gives an SDLT charge of ?400,000.
Can it really be possible to prevent the application of para 19 by simply introducing a third non-corporate body partner with say a miniscule (and perhaps discretionary) rights to profits?
Mitch, not sure that the SLP will be 100 given that in each case the other partner will not be an individual so if SLP is less than 75 which is quite possible there won’t be a para 24 issue. But to answer your question, in principle as soon as you have a partner who is not a body corporate then you are out of para 24. However although I think there is a reasonable argument for a literal approach here, care should be taken to ensure that the additional partner is a genuine partner with substance and not in reality a mere nominee or puppet.
