Situation 02
Buying through a limited company
A company is not simply an individual with a different name on the title. The rules that apply, the rate that applies and the reliefs available all change, and the difference is usually significant.
The short answer
The decision to buy through a company is normally taken for reasons that have nothing to do with stamp duty, and the stamp duty consequence is discovered afterwards. It is considerably cheaper to look at it the other way round.
Where this usually goes wrong
These are the patterns we see most often. Each one is a situation where the obvious answer and the correct answer are different.
Deciding the structure before pricing the tax
The company route is chosen on income tax or inheritance tax grounds and the SDLT cost is treated as a detail. On the wrong transaction it is the largest single number in the deal.
Assuming a company is a company
Whether the purchaser is close, connected, part of a group, a trustee or a non-natural person can each change the analysis.
Missing the relief that was available
Some corporate acquisitions have reliefs attached. They are conditional, they have clawback provisions, and they are lost by getting the sequence wrong.
Existing group and connected party history
What the company or its connected parties have acquired before can affect what happens now.
Overlooking the ongoing position
The stamp duty answer is not the only annual consequence of holding residential property in a company.
The facts that decide it
If you want to know where you stand before you speak to anyone, these are the questions we will ask. Having the answers ready is most of the work.
- 01What is the purchasing entity, and who controls it?We start from the entity named on the contract and the people behind it, not the trading name.
- 02Is this a new company or an existing one with a history?An existing company brings its own record of transactions, which we read before anything else.
- 03Is the company part of a group, and what is the group structure?Structure is established from the register and the shareholdings rather than from description.
- 04Is the seller connected to the purchaser or to its participators?Connection is a question of fact, tested against ownership and relationships on both sides.
- 05What is being acquired, and is any of it non-residential?What the title actually contains is checked against the plan and the contract.
- 06Is any consideration other than cash being given?Anything given, assumed or released as part of the deal has to be identified and valued.
- 07Are there linked or related transactions?Other dealings between the same parties are looked at alongside this one, not separately.
- 08What is the intended use and holding period?How the property will be held and used determines which further questions we have to ask.
What we would want to see
The analysis is only as good as the documents behind it. For this situation, that normally means:
- Company details, shareholdings and group structure
- Draft or executed contract of sale, with the title register
- Completion statement, where available
- Details of every property interest held
- Evidence of any disposal and its date
- Details of all purchasers and their positions
- Any existing SDLT return and UTRN
- Correspondence with the conveyancer on the point
Questions we get on this
Is buying through a company always more expensive?
Not as a general proposition. The purchasing entity changes which rules are applied and which reliefs can even be considered, and the outcome depends on what is being bought and by whom. It is a calculation on the facts, not a preference.
The company is already set up. Is it too late to look at this?
No. The company existing does not settle the stamp duty position, which still turns on the contract, the parties and what is being acquired. It is better looked at before exchange than after completion, but a completed transaction can still be reviewed.
Our accountant has recommended the company route. Do we need a second view?
The company route is usually recommended for reasons other than stamp duty, and those reasons may well be sound. What we add is the stamp duty consequence of the same decision, set out on the documents, so the choice is made with the whole picture in front of you.
Will you just tell me what I want to hear?
No. Our fee is fixed and does not depend on the outcome, which means we have no interest in finding a saving that is not there. If the original return was right, we will tell you that in writing, and you will have a reasoned position on file if it is ever looked at.
This page is general information only and is not advice. It applies to transactions in England and Northern Ireland. Reviewed 16 August 2026.