SDLTM30200 - Application: Companies

Companies: General FA03/S100

This section provides the definition of a company for the purposes of stamp duty land tax and specifies who is responsible for notifying and paying stamp duty land tax.

A company is defined as any body corporate or unincorporated association. It does not extend to partnerships or limited liability partnerships. See SDLTM33000+

The proper officer of the company, usually the company secretary or any other person authorised by the company, should sign the declaration in a land transaction return or amended return.

The authority can be

• express
• implied
• apparent

In practice, a return or amended return should be accepted provided that

• it contains a signature
• there is no reason to doubt the authority of the person signing

On this basis, the signature of any company official, employee or agent can be accepted. This includes a tax advisor, accountant, solicitor or licensed conveyancer.

In addition, a land transaction return that is signed in the name of a firm of accountants, solicitors or licensed conveyancers on behalf of a company may also be accepted.

The treasurer or acting treasurer should normally sign a land transaction return or amended return from an unincorporated association.

Company in liquidation

The exception is when a company is in liquidation when the liquidator must sign the return or amended return.

Land transaction returns signed on behalf of the liquidator, for example by an insolvency manager may be accepted.

If a return has been signed

• in the name of a firm of accountants, solicitors or licensed conveyancers
• on behalf of a liquidator

and the company later contends that the return is not valid because it is not properly signed, refer the case immediately (This text has been withheld because of exemptions in the Freedom of Information Act 2000) 

The question sometimes arises whether a particular entity incorporated in an overseas jurisdiction is a company for the purposes of stamp duty land tax.

Further guidance on this subject can be found in the Stamp Taxes Manual at paragraph 6.124.