Home Forums Patrick Cannon What does “at the same time” mean for SDLT sub-sales?

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    Louise Gordon

    In a sub-sale scenario, section 45(3) FA 2003 provides that if the substantial performance or completion of the original contract occurs ?at the same? time as the substantial performance or completion of the secondary contract, then the completion of the original contract is effectively ignored for SDLT purposes.

    However, where the sub-seller requires the money he is due from the sub-purchaser under the secondary contract in order to pay the main vendor under the original contract, the sub-purchaser must necessarily pay the sub-seller ?before? the sub-seller is then able to pay the main vendor.

    Is it necessary to take a literal interpretation of the phrase ?at the same time? such that in the above scenario, the sub-sale would not fall within the ambit of section 45(3) or is there some scope for a small time difference between the completion of each of the two contracts in a sub-sale, such that it would still be possible to take advantage of section 45(3) in the above scenario if one contract completed immediately before the other?

    For example, I understand that HMRC have confirmed that ?at the same time? would include ?at the same completion meeting?, which would suggest a broader interpretation of ?at the same time? than its literal meaning.

    #267 Reply
    T Jones

    Interestingly I am investigating the precise same point. Where exactly has HMRC said that that it regards “at the same completion meeting” as “at the same time”?

    #268 Reply
    Patrick Cannon

    It was in the minutes of a private meeting between HMRC and the Stamp Taxes Practitioner Group. You would need to get hold of a copy of the minutes from the Group. I think they have a website so you could Google them.

    #269 Reply
    Gerald T Moran

    Crispin Taylor also said it at conferences – what he said in the minutes he approved actually related to the two transfers point so that colours the context – his “same completion meeting” also shows that he is no conveyancer (we rarely complete at meetings these days) – his sentence continued with “single composite transaction”.

    Some weeks ago STPG discussed the position where some money came later in the day (the head buyer completing as maybe the subsale is just of part).

    We will of course have to watch the new s75A now on subsales, lease determination provisions, Prudential splits of construction work etc.

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