Practice guide: SDLT on incorporation

SDLT issues could often be overlooked when incorporating a company. A large potential SDLT liability frequently influences the decision to retain the property in the proprietor’s personal ownership. In such cases, SDLT can be avoided by granting the company a non-exclusive licence to occupy the property. Where a sole trader transfers the trading property to ‘their’ company on incorporation, SDLT will normally be based on its market value. Partnerships and LLPs are normally subject to different rules where the partners are connected with the acquiring company. This means that family partnerships usually avoid SDLT altogether. If the company is not connected with the sole trader or partner(s), SDLT is generally calculated on the actual consideration paid or given by the company.