Situation 07
Transfer to a company
Transferring property you already own into a company is a chargeable transaction, and in most cases it is charged on market value rather than on what changes hands.
The short answer
Incorporating a property business is one of the places where the stamp duty cost is most often discovered after the decision has been taken. It is also one of the places where the reliefs, where they apply at all, are most conditional.
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.
Assuming no price means no tax
Where the transferor is connected with the company, the charge is generally on market value.
Debt and mortgages
Liabilities assumed or taken over form part of the consideration.
Relying on a relief that does not apply
Reliefs in this area are conditional and have clawback provisions. Getting the facts wrong is expensive.
Sequence errors
Doing things in the wrong order can lose a position that was available.
Looking at stamp duty alone
Capital gains, income tax and inheritance tax consequences run alongside and can dwarf the stamp duty question in either direction.
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 being transferred, and what is its market value?The subject matter and its value are the base facts every other question is built on.
- 02Who owns it now, and who owns the company?The relationship between the transferor and the company sits at the centre of the analysis.
- 03Is there a mortgage or other liability attached?What happens to existing borrowing is part of the picture rather than a side issue.
- 04Is this a single property or a business?How the holding is characterised changes what we need to examine and evidence.
- 05How is the property currently held and operated?Day to day operation is established from records rather than from description.
- 06What consideration is being given, in any form?Consideration is not confined to money, so we look at everything passing between the parties.
- 07What is the intended sequence and timing?The order in which the steps are taken affects the analysis, so it is settled in advance.
- 08What other taxes are in point on the same transaction?Stamp duty is rarely the only consequence, and the others are considered alongside it.
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, including ownership and control
- Any mortgage or other liability attached to the property
- 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
I am transferring the property to my own company for nothing. Is there anything to pay?
That is the most common assumption in this area and it is not a safe one. What is actually paid is not the only thing capable of being brought into account, and the relationship between you and the company is central. We would establish the value, the ownership and any debt before answering.
There is a mortgage on the property. Does that change anything?
It is one of the first things we would look at. What happens to existing borrowing on an incorporation is part of the analysis rather than a detail, and the loan documents matter more than how the arrangement is described.
Is there a relief for incorporating a property business?
Reliefs exist in this area, but they are conditional and they depend on facts about how the property has been held and operated. Whether one is available in your case is a question we would answer from the documents, not from the label put on the arrangement.
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.