Stamp duty when you get the keys before completion
Getting keys before completion
Taking possession before completion can mean the SDLT date is earlier than the completion date.
- Keys and a right to occupy may amount to possession.
- Fitting out can count before a business opens.
- Temporary paperwork does not prevent the rule applying.
Scroll down for the full analysis.
Read the original guidance here:
Stamp duty when you get the keys before completion
Getting the keys before you complete can bring forward the date for stamp duty land tax, often called SDLT. The key question is not simply whether you entered the property. It is whether you had the right to occupy it.
What this rule is about
Most house purchases complete on one date. That date normally matters for SDLT. But the law has a separate rule if a buyer takes possession before completion.
This is called substantial performance. When it happens, the contract itself is treated as the transaction, and the relevant tax date moves to the earlier day.
What the official source says
HMRC’s manual says a buyer takes possession when they get the keys and are entitled to occupy the property. Both parts matter. Keys provided for a limited purpose may not, on their own, settle the question.
- Taking possession of all, or nearly all, of the property can trigger substantial performance.
- For a let building, gaining the right to receive the rent can count as possession.
- Early occupation’s legal form is irrelevant. It may be under the purchase contract, a temporary licence or a short lease.
- HMRC says entering to fit out the property counts as possession.
- For fitting out, the date trading starts does not matter.
- HMRC says an existing tenant buying the freehold does not trigger this rule simply by signing, if they keep to their lease terms.
What this means in practice
Even when legal completion remains weeks away, early access can still matter because possession may already have passed, bringing the relevant SDLT date forward to that earlier day. That can affect the SDLT date. Early possession can also mean that, rather than being handled as a straightforward purchase completed on one day, the contract is treated differently for SDLT purposes. That matters.
Do not assume that calling the arrangement a licence solves the issue. The law considers possession, not merely the label on the paperwork.
- Record the day you received keys, codes or unrestricted access.
- Read the exact terms of any early-access agreement.
- Check whether you could occupy, control or fit out the property.
- For an investment property, check when you became entitled to its rent.
How to analyse it
Begin with what actually happened, rather than with the arrangement’s name. What did you have the right to do, and from when?
- Was there a contract for a property purchase that would later complete?
- Before completion, did you take all or nearly all of the property into your possession?
- Did you have an occupation right? Or was entry only for a narrow visit?
- Did you enter to fit out the property?
- If it was let, did you become entitled to collect its rent?
- Were you already there as a tenant under a different lease?
Example
Amir agrees to buy a shop but completion is delayed. Before formal completion, the seller gives Amir the keys and written permission to enter, install shelving, and prepare the shop for use under an arrangement that permits fitting out. Amir does not open for trade until later. HMRC’s manual says the fitting-out access counts as possession, so substantial performance can happen before the shop opens and before formal completion.
Why this can be difficult in practice
This is where people go wrong: access and possession are not always the same. A contractor’s survey visit differs from a buyer’s occupation and control of the premises.
The existing-tenant example also needs care. HMRC states its view, but section 44 does not spell out that qualification. The lease terms and the buyer’s conduct therefore matter.
- A short document can still give possession if its effect is wide enough.
- Fitting-out work can count even before the business starts trading.
- Keys alone may not answer the question without a right to occupy.
- Labels such as “licence” or “temporary lease” do not decide the result.
Key takeaways
- Early possession can bring forward the SDLT date.
- Rights to occupy or receive rent matter as much as physical access.
- Keep clear evidence of every early-access arrangement.
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 — contracts, possession and substantial performance
- FA 2003 section 119 — the effective date of a land transaction
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
- Whether access amounts to possession can depend on the precise rights granted and what happens on site.
- The statutory text does not expressly set out HMRC’s existing-tenant qualification, so its application can require careful review of the lease and contract.
- The supplied statutory text is current only to 17 November 2025. Current primary legislation 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 signed contract and completion date
- Any licence, lease or side letter allowing early access
- The date keys or access codes were handed over
- Evidence of the right to occupy or fit out the property
- For a let property, evidence of the right to receive rent
- Where the buyer was already a tenant, the lease and evidence of compliance with its terms
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 Stamp duty when you get the keys before completion [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 - contracts, possession and substantial performance https://www.legislation.gov.uk/ukpga/2003/14/section/44/2025-11-17 - FA 2003 section 119 - the effective date of a land transaction https://www.legislation.gov.uk/ukpga/2003/14/section/119/2025-11-17 Guidance page from HMRC on this topic (guidance, not law): https://www.gov.uk/hmrc-internal-manuals/stamp-duty-land-tax-manual/sdltm07900 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 - Whether access amounts to possession can depend on the precise rights granted and what happens on site. - The statutory text does not expressly set out HMRC's existing-tenant qualification, so its application can require careful review of the lease and contract. - The supplied statutory text is current only to 17 November 2025. Current primary legislation 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 1 September 2026
Useful article? You may find it helpful to read the original guidance here: Stamp duty when you get the keys before completion
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