SDLT on transfers to a connected company

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This topic contains 2 replies, has 2 voices, and was last updated by SDLT on transfers to a connected company by Patrick Cannon 1 Amy Macleod 26th April 2019 at 10:53 am.

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  • #3702 Reply
    SDLT on transfers to a connected company by Patrick Cannon 2
    Amy Macleod

    Dear Patrick

    An unusual quandary which you may have come across before:

    I am considering the SDLT payable on transfer by joint owners of a property (a dwelling worth less than £500,000) to a private limited company.

    A is connected to the company.
    B is not connected to the company.
    A and B are not connected.

    I am unable, despite reading around the matter, to determine whether the s53 application of market-rate will apply to the whole of the property to be transferred or simply A’s share. The consideration payable by the company is marginally lower than the market value.

    Kind regards

    Amy

    #3714 Reply
    SDLT on transfers to a connected company by Patrick Cannon 3
    Patrick Cannon
    Keymaster

    Amy, I haven’t come across this before and it seems that section 53 does not address the issue. My initial thoughts are that the correct way to approach this issue is to apply the reasoning of the Court of Appeal in Pollen Estate Trustee [2013] STC 1479 and view this as the sale of the equitable estate in undivided shares by the co-owners to the company and use the same purposive construction to say that section 53 applies “to the extent that” the seller is connected ie in a sense a reverse of the effect of Pollen which was to permit the transfer to benefit from the charity exemption “to the extent that” the purchaser was a charity.

    #3715 Reply
    SDLT on transfers to a connected company by Patrick Cannon 2
    Amy Macleod

    Thank you kindly for sharing your thoughts; that’s most helpful. I do wonder why the matter hasn’t been considered for apportionment in the same way as partnership interests have.

    Thank you again for your comments.

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