Back to basics: SDLT and partnerships

There are two broad categories where SDLT applies to transactions involving partnerships: (i) a property is transferred in or out of the partnership (by way of a partner contribution or an acquisition, or a distribution to a partner or a sale); and (ii) where there is a transfer of a partnership interest (including a change in the income profit sharing ratios between the partners, for example, when new partners join, or a partner retires). The SDLT rules for partnerships are among the most complex of all the SDLT provisions, and there are particular traps for the unwary on transfers of a partnership asset to another partnership; where special limited partner interests are reserved for a fund manager; and on the insertion of a limited liability partnership into the group structure.