STSM022150 | Scope of stamp duty on shares: stamp duty: adjudication, stamps and reliefs: formation of a Limited Liability Partnership

Section 12 Limited Liability Partnerships Act 2000 grants relief from Stamp Duty for transfers by a person to an LLP in connection with its incorporation. The conditions are:

• the person is a partner in a partnership comprised of all the persons who are or are to be members of the LLP (and no-one else) or holds the property transferred as nominee or bare trustee for one or more of the partners in such a partnership

• the proportions of the property transferred to which the members of the LLP are entitled immediately after the transfer are those to which they were entitled at the relevant time (see below) or none of the differences in those proportions has arisen as part of a scheme or arrangement of which the main purpose, or one of the main purposes, is avoidance of liability to any duty or tax

• the transfer must take place within the period of one year beginning with the date of incorporation

The relevant time is either immediately before the incorporation or, if the person transferring the property only acquired the property after incorporation, immediately after it was acquired.

How to claim the relief

Relief claims must be submitted to HMRC for adjudication using the standard submission process - for more information see STSM022020. Evidence of the status of the transferor, a statement of the partnership shares immediately before incorporation and the interests of all the members of the LLP immediately after incorporation, together with evidence of the date of that incorporation, should all be provided.