Rosetta Tax
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13 Contributions by Rosetta Tax Experts
PRACTICE NOTES
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This Practice Note is archived and no longer maintained, and is not being updated further. It set out the anti-avoidance regime for transactions in land, created to subject gains of a capital character arising on the disposal of land to income tax or to corporation tax on income. First introduced in 1969, the provisions were located in sections 815–833 of the Corporation Tax Act 2010 (for corporation tax) and in sections 752–778 of the Income Tax Act 2007 (for income tax). The measure considered in this Practice Note was later replaced and widened by the offshore property developer rules, which took effect from 5 July 2016. For additional information on those rules, see Practice Note: Transactions in UK land—tax rules. As a consequence, CTA 2010, ss 815–833 (for corporation tax) and ITA 2007, ss 752–778 (for income tax) ceased to have effect from 5 July
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PRACTICE NOTES
Direct tax treatment of leases—other transactions
For the direct tax analysis of landlords and tenants on the grant of leases, see Practice Note: Direct tax treatment of leases—grant of a lease. This Practice Note addresses the direct tax position of landlords and tenants for other dealings concerning leases, chiefly assignments, surrenders and variations of existing leases. The VAT and stamp duty land tax (SDLT) consequences of these transactions are also crucial in determining the parties’ overall tax position; see the following Practice Notes:
VAT issues for new and ongoing leases
VAT issues for lease assignments and terminations
SDLT chargeable consideration—leases
SDLT—common lease transactions
Consistent with the approach to lease grants, the tax treatment of transactions affecting existing leases depends on a range of factors, including the parties’ tax status, the term of the lease and the purpose for which the transaction is undertaken. The legal mechanics of property
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PRACTICE NOTES
Practice Note
Across England and Wales, Scotland and Northern Ireland, leases sit at the core of any UK property-related business. Interests in land of any meaningful duration are commonly structured as leases, allowing landlord and tenant to benefit from the legal rights and obligations that accompany that relationship. While the legal mechanics of granting a lease operate in the same way in all cases, there is no single tax outcome for a grant. The tax position of the landlord granting the lease, and the tenant to whom it is granted, depends on their particular circumstances and on the features of the lease itself. This Practice Note considers only the direct tax position (income tax, corporation tax and CGT) on the grant of a lease. In this note, CGT is used to mean both capital gains tax and corporation tax on chargeable gains. For the direct tax
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PRACTICE NOTES
The most straightforward way to invest in property together is for the investors to hold the asset jointly. Though this is comparatively uncommon in a commercial setting, where investors tend to create a structure such as a partnership or a company to serve as the joint venture vehicle, it still represents the prevailing and most familiar form of joint investment. For many individual investors, this is the route most often taken in practice.
Contractual joint ownership
Contractual joint ownership can take several forms, including:
where each participant holds a direct legal interest in the asset (see Practice Note: Establishing a beneficial interest (joint ownership))
where a trust—express or implied—is established over the property, so that trustees hold the property for the trust’s beneficiaries (see Practice Note: Trusts of land—property)
where an implied partnership arrangement is in place (see Practice Note: Forming a
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PRACTICE NOTES
In numerous real estate sales and purchases, the agreed consideration often contains an overage element. There are various ways to structure overage. Its direct tax position turns on the chosen structure and the respective tax profiles of payer and recipient. This Practice Note reviews the main forms of overage and how direct taxes apply to both seller and buyer. Overage payments also affect SDLT and VAT, sometimes strongly enough to dictate the deal structure. Those issues fall outside this Note. For VAT, see Practice Note: VAT treatment of overage; for SDLT, see Practice Note: SDLT chargeable consideration — overage payments. In this Note, income tax references encompass corporation tax on income, and CGT covers both capital gains tax and corporation tax on chargeable gains.
What is overage?
Overage refers to a situation where the seller (usually, but not always, of land) keeps a right to
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PRACTICE NOTES
Direct tax treatment of UK companies investing in UK land
While purchasers may have grounds to hold commercial and, at times, residential property through an offshore structure, the UK limited company is still the predominant vehicle for investing in UK real estate. An important exception is privately used dwellings, for which a UK company is generally not a tax-efficient holder. This is a consequence of the April 2013 introduction of the annual tax on enveloped dwellings (ATED) and associated measures, alongside the Single higher rate of SDLT for high-value residential transactions. ATED now extends to dwellings valued above £500,000, subject to a number of reliefs. For more information, see the Practice Notes: ATED—the basics and Single higher rate of SDLT for high-value residential property transactions. This Practice Note sets out the direct tax (that is, corporation tax) position of a
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PRACTICE NOTES
For anyone carrying on a trade of developing property in the UK, a primary issue is the UK tax charged on the profits arising from that activity. This Practice Note examines what amounts to a trade and the imposition of UK corporation tax and income tax on trading profits. In this Practice Note, CGT denotes both capital gains tax and corporation tax on chargeable gains.
Trading vs investment
For companies within the charge to corporation tax, the corporation tax regime governing trading profits generally applies as well to the profits of a trade of property dealing and development. The specific rules for profits from trading in and developing UK land, introduced on 5 July 2016, do not apply where the relevant profit or gain is already brought into account as income for corporation tax purposes. For further details, see Practice Note:
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PRACTICE NOTES
Non-UK companies
Some UK property owners choose to hold assets through a company incorporated and tax‑resident outside the UK (this Practice Note refers to such an entity as a non‑UK company). There are a range of non‑tax motives for doing so, including, among others:
commercial convenience
regulatory considerations
keeping details of ownership from entering the public domain; however, since 1 August 2022 the UK operates a Register of Overseas Entities that hold UK property, requiring disclosure of the beneficial owners of those overseas entities under the Economic Crime (Transparency and Enforcement) Act 2022, which may, in practice, diminish this perceived benefit. For more information, see Practice Note: Register of overseas entities that hold UK property—fundamentals
Tax is frequently a factor as well, and non‑UK companies have historically offered a tax‑efficient vehicle for non‑UK resident investors acquiring property. Such arrangements remain popular and widely used, even though many of the tax
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PRACTICE NOTES
Partnerships are often used as vehicles for holding UK real estate
The forms of partnership commonly adopted in practice are limited partnerships (LPs) and limited liability partnerships (LLPs). This Practice Note considers how, in a property context, a UK LP is treated for direct taxes—corporation tax, income tax and capital gains tax (CGT)—together with the annual tax on enveloped dwellings (ATED). For these purposes, unless stated otherwise, CGT covers both capital gains tax and corporation tax on chargeable gains
The direct tax position of an LLP in a property context is addressed in Practice Note: Tax treatment of a UK limited liability partnership. Where contractual arrangements may amount to a partnership, see Practice Note: Property holding structures—direct tax treatment of contractual joint ownership
The indirect tax (ie VAT and SDLT) treatment of partnerships differs from the direct tax treatment and therefore lies outside the scope of this
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PRACTICE NOTES
Alongside limited partnerships (LPs), limited liability partnerships (LLPs) commonly serve as vehicles for owning UK real estate. This Practice Note considers the direct tax position (ie corporation tax, income tax and capital gains tax (CGT)) and the annual tax on enveloped dwellings (ATED) for a UK LLP in a property setting. In this note, CGT denotes capital gains tax and corporation tax on chargeable gains, unless indicated otherwise. For wider guidance on the taxation of an LLP, see Practice Note: Taxation of UK LLPs. The direct tax treatment of an LP in a property context is addressed in Practice Note: Tax treatment of a UK limited partnership. The indirect tax treatment (ie VAT and SDLT) of an LLP differs from the direct tax position and sits outside the scope of this Practice Note. For further information, see Practice Notes:
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PRACTICE NOTES
Stop Press: Section 49 of, and Schedule 7 to, the Finance Act 2026 amends the UK’s domestic legislation in relation to UK permanent establishments of non-UK companies, with effect for accounting periods (in the case of corporation tax) or tax years (in the case of income tax) beginning on or after 1 January 2026
These measures update the meaning of a UK permanent establishment and the framework for allocating profits to a UK permanent establishment, in each case to achieve closer alignment with the OECD Model Tax Convention. They also refine how the investment manager exemption applies in practice and operates. For more information and analysis, see News Analysis: Budget 2025—Tax analysis — International. This Practice Note explores what constitutes a UK permanent establishment (PE) in the specific context of UK real estate...
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PRACTICE NOTES
Stop Press :
From accounting periods starting on or after 1 January 2026, the Diverted Profits Tax is superseded by the unassessed transfer pricing profits rules. This Practice Note, alongside Transactions in UK land—tax rules, examines the anti-avoidance provisions aimed at countering attempts to sidestep tax on income, profits or gains connected with arrangements concerning, or trades of dealing in, land. The main anti-avoidance measure seeks to treat gains of a capital character realised on the disposal of land as income, bringing them within income tax or corporation tax. Further detail appears in Practice Note: Transactions in UK land—tax rules. From 5 July 2016 these rules superseded and expanded the former transactions in land rules (for information on prior rules, see Practice Note: Real estate—anti-avoidance: disposals of land and taxing capital gains as income (pre 5 July 2016)
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PRACTICE NOTES
A significant share of those investing in UK property reside outside the UK. The British real estate market appeals to a broad and diverse spectrum of investors, from high net worth individuals buying premium residential assets to international funds placing capital into London office space or out-of-town shopping centres across the UK. Typically, such investors seek to organise their investment so that:
as far as possible, they do not fall within the scope of UK taxation, namely:
for companies—corporation tax on income and chargeable gains
for individuals and trusts—income tax on trading income, capital gains tax (CGT) and inheritance tax
to the extent any UK tax does arise, they are entitled to double tax
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