Stamp duty on transfer of properties

[BMiles]

I am trying to organise a transfer of commercial property from a 3 person equal partnership to a newly set up limited company with the existing partners being equal shareholders.

We are concerned about whether stamp duty is applicable in this situation and what we can do to minimise it.

The property is on one site and is made up of a variety of leashed units and industrial storage units.

Many thanks for any advice

[AvocadoK]

It's a good question, because normally, the transfer of property to a limited company would trigger a charge to stamp duty land tax (SDLT). However, in the case of a partnership transferor, the formula for calculating the charge will always result in a zero charge where all the partners become shareholders in the company, and there are no shareholders other than the former partners. This is provided for in Finance Act 2003 Sch 15 Para 18. I have sometimes come across solicitors who are not aware of this, and who advise clients to pay the SDLT, but it is usually possible to educate them.
Regards
AK

[AvocadoK]

PS
I am assuming you have already considered the CGT position and are happy that there is no tax to pay.