(1)This section applies where—
(a)one person (V) disposes of a chargeable interest and another person (P) acquires either it or a chargeable interest deriving from it,
(b)
a number of transactions (including the disposal and acquisition) are involved in connection with the disposal and acquisition (“the scheme transactions”), and
(c)the sum of the amounts of stamp duty land tax payable in respect of the scheme transactions is less than the amount that would be payable on a notional land transaction effecting the acquisition of V's chargeable interest by P on its disposal by V.
(2)
In subsection (1) “transaction” includes, in particular—
(a)a non-land transaction,
(b)an agreement, offer or undertaking not to take specified action,
(c)any kind of arrangement whether or not it could otherwise be described as a transaction, and
(d)a transaction which takes place after the acquisition by P of the chargeable interest.
(3)The scheme transactions may include, for example—
(a)the acquisition by P of a lease deriving from a freehold owned or formerly owned by V;
(b)a sub-sale to a third person;
(c)the grant of a lease to a third person subject to a right to terminate;
(d)the exercise of a right to terminate a lease or to take some other action;
(e)an agreement not to exercise a right to terminate a lease or to take some other action;
(f)the variation of a right to terminate a lease or to take some other action.
(4)Where this section applies—
(a)any of the scheme transactions which is a land transaction shall be disregarded for the purposes of this Part, but
(b)there shall be a notional land transaction for the purposes of this Part effecting the acquisition of V's chargeable interest by P on its disposal by V.
(5)The chargeable consideration on the notional transaction mentioned in subsections (1)(c) and (4)(b) is the largest amount (or aggregate amount)—
(a)given by or on behalf of any one person by way of consideration for the scheme transactions, or
(b)received by or on behalf of V (or a person connected with V within the meaning of section 1122 of the Corporation Tax Act 2010 ) by way of consideration for the scheme transactions.
(6)The effective date of the notional transaction is—
(a)the last date of completion for the scheme transactions, or
(b)if earlier, the last date on which a contract in respect of the scheme transactions is substantially performed.
(7)This section does not apply where subsection (1)(c) is satisfied only by reason of—
(a)sections 71A to 73, or
(b)a provision of Schedule 9.
Cases considering section 75A 8
[2018] UKSC 30 · 13 June 2018Interprets
Applied objectively to connected transactions producing a tax loss. It required no avoidance motive and replaced chargeable scheme transactions with a notional acquisition by the person whose purchase escaped tax. (see paras [40]-[64])
Applied where a disposal and derived acquisition involved connected transactions whose aggregate tax was less than that on the statutory notional transaction. (see paras [42]-[55])
Extended to a purchaser acquiring a lease derived from the vendor’s former freehold. The Ministry of Defence was V and Project Blue Limited was P. (see paras [43]-[50])
The relevant connected scheme transactions included the conveyances, leaseback and options comprising the financing structure. (see paras [46]-[55])
Requires comparison of the total tax on all scheme transactions with the tax on the notional transaction. The actual transactions produced no tax and satisfied the condition. (see paras [42]; [53]-[56])
Its broad definition of transaction supported consideration of every connected step, including arrangements occurring after the purchaser’s acquisition. (see paras [40]; [46])
Brought the put and call options within the scheme transactions although they did not immediately confer a chargeable interest. (see para [46])
Its examples confirmed the breadth of scheme transactions and informed the interpretation of non-incidental transactions under section 75B. (see paras [44]-[45]; [70])
Expressly encompasses a purchaser’s acquisition of a lease derived from a freehold formerly owned by the vendor. It covered the leaseback. (see paras [45]; [70])
Expressly identifies a sub-sale as a scheme transaction, preventing the sale to the financier from being treated as incidental under section 75B. (see paras [70]-[72])
Disregarded the chargeable scheme transactions and substituted a notional transaction by which Project Blue Limited acquired the Ministry of Defence’s freehold. (see paras [56]; [64])
Created the notional acquisition of V’s chargeable interest by P upon V’s disposal. (see paras [42]; [56])
The notional consideration was the largest consideration given by one person for the scheme transactions. It was initially £1.25bn, subject to adjustment under section 80. (see paras [57]-[64])
Applied to select the £1.25bn which the financier contracted to give for the freehold as the largest consideration supplied by one person. (see paras [57]-[64])
Fixed the effective date of the notional transaction as 31 January 2008. (see para [56])
Disapplies section 75A only where alternative-property-finance relief is the sole cause of the tax reduction. It did not apply because section 45 relief was also causal. (see paras [53]-[55]; [78])
[2025] EWCA Civ 1588 · 10 December 2025Disapplies
Section 75A applied to the scheme. It disregarded the relevant land transactions and substituted a notional transaction where the statutory comparison produced a higher SDLT charge. (see paras [72]-[85], [101], [128])
The subsection supplies the three threshold conditions for section 75A. The first two were satisfied and the third was satisfied after the correct consideration comparison. (see paras [82]-[83], [128])
The disposal by SGSL and acquisition by the appellant satisfied the first threshold condition. (see para [82])
The requirement for a number of transactions involved in connection with the disposal and acquisition was satisfied. The share sale was a scheme transaction because the statutory connecting words are broad. (see paras [82], [112]-[114])
The condition was satisfied because the SDLT payable on the actual transactions was less than the chargeable amount for the notional transaction. Payable was assessed by reference to liability to pay, not later HMRC assessment or relief decisions. (see paras [83], [103]-[110], [128])
Non-land transactions may be scheme transactions. The Court considered the share sale as a non-land transaction within the section 75A scheme. (see paras [84], [117])
The examples of scheme transactions helped identify the breadth of the statutory concept. The provision also informed the exclusion of specified transactions from the incidental-transaction rule. (see paras [18], [116])
Where section 75A applies, the relevant land transactions are disregarded and a notional land transaction is treated as occurring between V and P. (see paras [18], [85])
The land transactions forming part of the scheme were disregarded for SDLT purposes. (see paras [18], [85])
The notional land transaction was treated as effecting the acquisition of SGSL’s chargeable interest by the appellant. (see paras [18], [73], [85])
The provision determines chargeable consideration for the notional transaction by reference to the largest relevant amount or aggregate amount given or received for the scheme transactions. (see paras [86], [110]-[128])
The consideration route based on amounts given by or on behalf of one person formed part of the statutory comparison, although the Court’s decisive analysis focused on amounts received under paragraph (b). (see paras [86], [110])
The word or was inclusive. Consideration received by V, connected persons, or both could be aggregated. The share sale, lease premium and transfer consideration therefore formed part of the notional consideration. (see paras [124]-[128])
The effective date of the notional transaction is determined by the last completion date or, if earlier, substantial performance of the scheme contracts. (see paras [18], [85])
The last completion date supplies the effective date where it is not displaced by earlier substantial performance. (see para [18])
Earlier substantial performance can determine the effective date of the notional transaction. It was not the operative date on the facts. (see para [18])
[2024] EWCA Civ 92 · 8 February 2024Disapplies
Section 75A was accepted as applicable in principle to the pre-arranged sequence of transactions and as an anti-avoidance deeming provision. Its operation did not require the real-world acquisition to be ignored for every purpose. (see paras [27]; [64]-[71])
Section 75A(1) was applied on the footing that a vendor disposed of a chargeable interest, another person acquired it or an interest deriving from it, and multiple transactions were involved in the scheme. (see para [64])
Section 75A(4) was interpreted as disregarding scheme land transactions for Part 4 and substituting a notional transaction effecting the vendor’s disposal and transferee’s acquisition. The fiction served to calculate SDLT, not to erase the real-world acquisition for every purpose. (see paras [65]-[69])
Section 75A(4)(a) required scheme land transactions to be disregarded for the purposes of Part 4. (see paras [65]-[66])
Section 75A(4)(b) supplied a notional land transaction effecting the acquisition of the vendor’s chargeable interest by the ultimate purchaser. (see paras [65]-[67])
What each judgment says about section 75A is in the case-law panel in the full Act.