What counts as a transaction under the SDLT anti-avoidance rule?
In short
For section 75A, a transaction may include more than the property transfer itself. HMRC says the term has its ordinary meaning and can cover non-land steps, promises and wider arrangements.
- Check every connected agreement and action.
- Do not ignore later steps.
- HMRC guidance is not binding law.
Scroll down for the full analysis.
Read the original guidance here:
What counts as a transaction under the SDLT anti-avoidance rule?
What counts as a transaction under the SDLT anti-avoidance rule?
For the purposes of this stamp duty rule, a transaction may cover much more than the act of signing a contract to buy property, depending on the arrangement. The term is broad. It can include a promise not to act, a non-property step, or a wider arrangement. That broad meaning can matter where a deal has several connected parts.
What this rule is about
This part asks whether, through a series of transactions that may include connected steps beyond the transfer itself, a person has obtained an interest in land. That is the question.
You might think only the property transfer matters. HMRC’s manual says that view is too narrow.
What the official source says
Although section 75A uses the word “transaction”, the law does not define it, so its scope must be understood without a statutory definition in that section. HMRC says it has its ordinary meaning. Section 75A(2) also gives examples of things included within that meaning.
- A step that does not itself involve land can be a transaction.
- An agreement, offer or promise not to take a stated action can be a transaction.
- An arrangement can count, even if people would not normally call it a transaction.
- A step taken after P obtains the interest in land can still be a transaction.
That list is not closed. In other words, the examples do not set the outer limit.
What this means in practice
When examining a property deal that involves several connected promises, payments or subsequent steps, do not focus only on the signed transfer document. Look at the arrangement. The relevant picture may include connected promises, payments and later steps.
- Keep documents for the whole arrangement, not just the sale contract.
- Check whether anyone agreed to do, or not do, something as part of the deal.
- Include steps that happened after the buyer obtained the property.
Accordingly, when section 75A is being considered in relation to a wider arrangement, a step may fall within the broad word “transaction” even without being a property transfer. That alone does not mean section 75A automatically applies.
How to analyse it
Start with the real-world arrangement. Then build a timeline. The names given to documents do not settle the point.
- What interest in land did the buyer obtain?
- Who was involved in every connected step?
- Was there a non-land payment, agreement or promise?
- Did anyone agree not to take a particular action?
- Did a later step form part of the wider arrangement?
Ask a simple question: what did the parties actually arrange? That is more useful than asking whether each item looks like a standard property sale.
Example
Sam obtains an interest in a property. As part of the wider deal, another party agrees not to exercise an option, and a later payment is made under the arrangement. HMRC’s manual says that, where the promise not to act and the later step both arise under the wider arrangement, each may be a transaction for section 75A. Other conditions still require consideration.
Why this can be difficult in practice
The hard part is often finding the full arrangement. A deal may be spread across emails, side agreements and actions taken later.
- Calling a step “commercial” does not answer whether it is a transaction.
- A non-land step may still matter.
- A later step is not automatically irrelevant because it came after the property transfer.
HMRC’s manual explains its view, but it is not the law itself. The legislation remains the starting point.
Key takeaways
- A transaction can be wider than a property transfer.
- The statutory examples are not a complete list.
- Look at the whole arrangement and its timeline.
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 75A — anti-avoidance rule for certain land transaction arrangements
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 a particular step or arrangement is a transaction can depend on its facts and purpose.
- The supplied statutory extract does not include the full text of section 75A, so its other conditions are not explained here.
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.
- All agreements, side letters, offers and undertakings connected with the property deal.
- A timeline showing each step, including steps after the buyer obtained the property.
- Records of payments and other arrangements between the people involved.
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 transaction under the SDLT anti-avoidance rule? [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 75A - anti-avoidance rule for certain land transaction arrangements https://www.legislation.gov.uk/ukpga/2003/14/section/75A/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/sdltm09180 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 a particular step or arrangement is a transaction can depend on its facts and purpose. - The supplied statutory extract does not include the full text of section 75A, so its other conditions are not explained here. 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 transaction under the SDLT anti-avoidance rule?
Search Land Tax Advice with Google
