SSAS sale falls outside special partnership LTT rules.
There is finally a tribunal decision on the special partnership rules, which can significantly reduce SDLT or Land Transaction Tax on property transfers between (a) a Self-Invested Personal Pension (SIPP) or a Small Self-Administered Scheme (SSAS) and (b) related parties. There has been much debate on the issue since 2020.
In COMFG Holdings Ltd v WRA [2026] UKFTT 237 (TC), Mr and Mrs Burek (along with a trustee company) were the trustees of a SSAS. The three trustees of the SSAS sold a factory in Wales to the Bureks’ company, COMFG Holdings Ltd, for £2.75m.
The company paid the Land Transaction Tax (LTT) of £142,750 but then amended its return to change the chargeable consideration from £2.75m to nil. This was on the basis that the factory had been transferred by a partnership to the company (which was a connected party). The argument was that LTT should have been calculated under the special partnership provisions of the Land Transaction Tax and Anti-Avoidance of Devolved Taxes (Wales) Act 2017 Sch 7.
The WRA opened an enquiry into the amendment after nearly a year, then six months later made a closure notice concluding that the amendment was incorrect because the partnership rules did not apply. The company appealed and WRA applied to the First-tier Tribunal (FTT) to strike out the appeal.
The FTT looked in detail at the trust deed and rules underlying the SSAS, the pension scheme returns and the contract for sale. It was clear that the three trustees had held the factory as trustees under the trust deed and rules and not in any other capacity.
The WRA had made a wide argument that it is not possible, as a matter of law, for trustees of a SSAS to have sold property comprising part of the scheme, not as trustees, but as partners. The FTT referred to ‘other cases waiting in the wings’ and said it could decide the application in WRA’s favour without deciding the wide issue.
The FTT identified the core contention of the company as being that the SSAS is a partnership. However, it found that the evidence was not even remotely capable of supporting any conclusion that the Bureks were in partnership.
The company accepted that no documents indicated a partnership involving Mr and Mrs Burek. There was no partnership deed. There was never any form of partnership accounting. Neither of them ever filed any self-assessed tax returns completing partnership pages in relation to the factory or the SSAS. Mr Burek had said to WRA that they ‘had not previously considered that this arrangement between them might constitute a partnership’.
On this basis, the FTT found there was no viable legally intelligible route to support the proposition that the sale was by Mr and Mrs Burek as partners. That meant the special LTT partnership rules were not engaged; the amendment made to the return was incorrect. The company’s appeal against the closure notice was struck out.
There are likely to be further cases on purchases by a SIPP or a SSAS. Stronger cases for the application of the special partnership rules might come forward where the property has been held as a partnership asset of a well-documented partnership and is bought by a related SIPP or SSAS. The tricky legal question then will be whether the trustees of the SIPP/SSAS are ‘connected persons’ with the partners for the purpose of the special partnership rules. This partly depends on which definition of ‘settlement’ one uses when applying the ‘connected persons’ test. HMRC have said that they do not consider that a SIPP is a settlement for income tax/CGT purposes but have not said whether they take the same view for SDLT purposes.
SSAS sale falls outside special partnership LTT rules.
There is finally a tribunal decision on the special partnership rules, which can significantly reduce SDLT or Land Transaction Tax on property transfers between (a) a Self-Invested Personal Pension (SIPP) or a Small Self-Administered Scheme (SSAS) and (b) related parties. There has been much debate on the issue since 2020.
In COMFG Holdings Ltd v WRA [2026] UKFTT 237 (TC), Mr and Mrs Burek (along with a trustee company) were the trustees of a SSAS. The three trustees of the SSAS sold a factory in Wales to the Bureks’ company, COMFG Holdings Ltd, for £2.75m.
The company paid the Land Transaction Tax (LTT) of £142,750 but then amended its return to change the chargeable consideration from £2.75m to nil. This was on the basis that the factory had been transferred by a partnership to the company (which was a connected party). The argument was that LTT should have been calculated under the special partnership provisions of the Land Transaction Tax and Anti-Avoidance of Devolved Taxes (Wales) Act 2017 Sch 7.
The WRA opened an enquiry into the amendment after nearly a year, then six months later made a closure notice concluding that the amendment was incorrect because the partnership rules did not apply. The company appealed and WRA applied to the First-tier Tribunal (FTT) to strike out the appeal.
The FTT looked in detail at the trust deed and rules underlying the SSAS, the pension scheme returns and the contract for sale. It was clear that the three trustees had held the factory as trustees under the trust deed and rules and not in any other capacity.
The WRA had made a wide argument that it is not possible, as a matter of law, for trustees of a SSAS to have sold property comprising part of the scheme, not as trustees, but as partners. The FTT referred to ‘other cases waiting in the wings’ and said it could decide the application in WRA’s favour without deciding the wide issue.
The FTT identified the core contention of the company as being that the SSAS is a partnership. However, it found that the evidence was not even remotely capable of supporting any conclusion that the Bureks were in partnership.
The company accepted that no documents indicated a partnership involving Mr and Mrs Burek. There was no partnership deed. There was never any form of partnership accounting. Neither of them ever filed any self-assessed tax returns completing partnership pages in relation to the factory or the SSAS. Mr Burek had said to WRA that they ‘had not previously considered that this arrangement between them might constitute a partnership’.
On this basis, the FTT found there was no viable legally intelligible route to support the proposition that the sale was by Mr and Mrs Burek as partners. That meant the special LTT partnership rules were not engaged; the amendment made to the return was incorrect. The company’s appeal against the closure notice was struck out.
There are likely to be further cases on purchases by a SIPP or a SSAS. Stronger cases for the application of the special partnership rules might come forward where the property has been held as a partnership asset of a well-documented partnership and is bought by a related SIPP or SSAS. The tricky legal question then will be whether the trustees of the SIPP/SSAS are ‘connected persons’ with the partners for the purpose of the special partnership rules. This partly depends on which definition of ‘settlement’ one uses when applying the ‘connected persons’ test. HMRC have said that they do not consider that a SIPP is a settlement for income tax/CGT purposes but have not said whether they take the same view for SDLT purposes.
