What counts as a contract or completion for SDLT?
In brief
For SDLT section 44, an agreement can be a contract, and a conveyance can include an electronic instrument or lease. Completion requires the same parties and a deal that broadly follows the agreement.
- Check the full chain of documents and emails.
- Compare the agreed and final terms.
- Verify the current law for transactions after 17 November 2025.
Scroll down for the full analysis.
Read the original guidance here:
What counts as a contract or completion for SDLT?
For stamp duty land tax, a contract can arise from emails or other informal exchanges, rather than only from a formally signed document. An agreement may count.
This matters because the agreement, the final paperwork and the completion date can all affect how SDLT applies to your property deal.
What this rule is about
Section 44 applies where parties agree a land deal under a contract and intend to complete it through a conveyance.
A conveyance is the document or electronic instrument used to put the deal into effect. Parties may sign it on paper or electronically. It completes the deal.
Terms used here have broad meanings. Do not assume that an email agreement or a lease is outside the rule.
What the official source says
HMRC’s manual sets out the definitions used in section 44. Legislation is the law, while the manual gives HMRC’s view of it.
- A contract includes any agreement.
- A conveyance includes any instrument.
- The instrument may be written or electronic.
- A lease can be a conveyance.
- Completion means finishing the proposed land deal.
- The completion must be between the same parties.
- The final deal must broadly match the contract.
What this means in practice
A deal may involve a contract for this rule even if the parties never describe their arrangement that way, provided their agreement has the relevant substance. Paper labels do not decide the issue.
- Keep the emails, heads of terms and signed documents.
- Check whether the people completing are the people who made the agreement.
- Compare the final transfer or lease with the agreed deal.
How to analyse it
Start with the actual sequence of events. First identify the agreement that starts the deal, then identify the document or instrument that completes it. Order matters.
- Was there an agreement for a land deal?
- Was it intended to end with a transfer, lease or other instrument?
- What instrument was used?
- Did the same parties complete it?
- Did the final terms broadly follow the agreement?
Example
Amir agrees by email to take a lease of a shop from Priya. They later sign the lease electronically on the agreed terms.
If the email exchange records an agreement, it can be the contract for this rule, even though Amir and Priya later sign electronically. That exchange may therefore matter.
An electronic lease can be the conveyance. Signing it can be completion.
Why this can be difficult in practice
An informal agreement may matter before the parties sign the final deed, so this point can be easy to miss.
Small changes may not stop completion. However, if the parties replace a party or make major changes to the terms, the position may need closer analysis. Details matter.
- Emails may show agreement, or only ongoing negotiation.
- A new buyer or seller may mean the parties are not the same.
- Changes to price, property or lease terms may matter.
Key takeaways
- An SDLT contract can include any agreement.
- A conveyance can be electronic and can include a lease.
- Completion needs the same parties and broadly the agreed deal.
Technical analysis
For advisers, and for anyone who wants to check the law behind this page. You do not need this section to understand the guidance above.
Legislation
- FA 2003 section 44 — when the contract and conveyance rules apply; meanings of contract conveyance and completion
Official guidance
The pages below are HMRC’s guidance. Guidance is not law. It sets out how HMRC reads the legislation, and it is not binding on you, on a tribunal or on a court. Where guidance and the legislation differ, the legislation wins. HMRC can also change or withdraw guidance, and it may not cover your facts.
Where this is not settled
- The supplied statutory text is current only to 17 November 2025. The current wording of section 44 should be checked for a transaction after that date.
Evidence you would need
This kind of case is decided on the facts of the individual property. These are the records that usually settle it, and the ones an adviser would ask you for.
- The agreement or communications recording the deal
- The signed or electronic transfer, lease or other instrument
- Details of the parties named in each document
- Any changes between the agreement and completion
Explore this with an AI
Readers often want to test their own situation. Copy the prompt below into ChatGPT, Claude or Gemini. It hands the model the actual legislation for this page rather than letting it answer from memory, and tells it to be explicit about what is uncertain. What comes back is information, not advice – check it against the links above.
I am researching UK Stamp Duty Land Tax (SDLT), which applies in England and Northern Ireland. MY QUESTION What counts as a contract or completion for SDLT? [Replace this with your own situation: what you are buying, the price, the dates, who the buyer is, and what you plan to do with the property.] THE LAW THIS TURNS ON - FA 2003 section 44 - when the contract and conveyance rules apply https://www.legislation.gov.uk/ukpga/2003/14/section/44/2025-11-17 - FA 2003 section 44 - meanings of contract conveyance and completion https://www.legislation.gov.uk/ukpga/2003/14/section/44/2025-11-17 Guidance page from HMRC on this topic (guidance, not law): https://www.gov.uk/hmrc-internal-manuals/stamp-duty-land-tax-manual/sdltm00870 HOW I WANT YOU TO ANSWER 1. Work from the legislation above. Read it before answering. Guidance from HMRC is its view of the law, not the law, and does not bind a tribunal or a court. 2. Tell me what the rule actually requires, in plain English. 3. Tell me which facts decide the answer, and which facts would change it. 4. Tell me what evidence I would need to support the position. 5. Be explicit about anything unsettled or fact-sensitive. Do not guess. 6. Your training data has a cutoff and SDLT rates and reliefs change at fiscal events. Say so if you are not sure the law is current. POINTS ALREADY KNOWN TO BE UNCERTAIN ON THIS TOPIC - The supplied statutory text is current only to 17 November 2025. The current wording of section 44 should be checked for a transaction after that date. Do not give me a conclusion you cannot support from the provisions above.
Legislation links show Finance Act 2003 as it stood on 2025-11-17. The law may have changed since, and the rules that apply are those in force on the date of your transaction. The official guidance this page is based on is here.
This page was last updated on 31 August 2026
Useful article? You may find it helpful to read the original guidance here: What counts as a contract or completion for SDLT?
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