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Jurisdiction(s):
United Kingdom
United Kingdom
Key definition
SPV definition What does SPV mean? In legal practice, an SPV (special purpose vehicle) is a standalone entity set up to hold defined assets and related liabilities for a particular transaction, so risks and cash flows are ring‑fenced from the sponsor’s wider business. It is usually a private limited company (often an orphan whose shares are held by a trustee), though vehicle types may vary. The term is descriptive rather than statutory. Specific regimes define sub‑categories, such as a “securitisation special purpose entity” under the UK/EU Securitisation Regulation and, in Ireland, a Section 110 qualifying company. Typical uses include securitisation and other asset‑backed financings, project finance and real...
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UK tax on sales and acquisitions of commercial property SPVs: share v asset, buyer diligence and seller issues, SDLT/LBTT/LTT, financing, VAT and SPA/W&I protections
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Practice notes
Tax is a key consideration when selecting an appropriate structure for holding UK commercial property.
The prevailing route for investing in UK commercial property is typically a UK‑incorporated, tax‑resident limited company. Non‑UK investors have also gravitated towards offshore ownership for investment, commonly via a non‑UK resident special purpose vehicle (spv). Following reforms to the taxation of gains realised by non‑UK residents on UK immovable property from 6 April 2019, and to the taxation of property income of non‑UK resident companies from 6 April 2020, non‑UK resident companies that hold UK commercial assets now fall within UK corporation tax on gains (subject to certain exemptions) and on rental income. As a consequence, a number of the core tax attractions of using non‑UK resident SPVs to own UK commercial property have been curtailed. Nevertheless, acquiring UK commercial property through an offshore SPV remains a widely used and popular structure for many investors. It can still continue to provide a saving in stamp duty land tax when compared with purchasing the underlying property directly, and a stamp duty saving when contrasted with buying shares in a UK SPV, because the acquisition of shares in an offshore SPV can be free of stamp duty...
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Web page updated on 22/05/2026
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Date [ date ] Parties [ name of Landlord ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Landlord) [ name of Tenant ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Tenant) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Guarantor) ] [ [ name of Mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Mortgagee) ] Definitions Within this Deed, the terms below shall be interpreted as follows: [ Annual Rent • the annual sum reserved under the Lease; ] [ Insurance Rent • the Tenant’s share of the Landlord’s costs of insuring the Property (as set out in the Lease); ] Lease • the lease of the Property dated [ date ], entered into between (1) [ the Landlord OR [ name ...
I, [ name ], of [ address ], solemnly and sincerely state that: [ Matters to be verified, set out in numbered paragraphs ] I make this solemn statement in good conscience, believing it to be true, and pursuant to the provisions of the Statutory Declarations Act 1835. DECLARED at [ details ] this [ day ] day of [ month and year ] Before me ................................................................................ [ signature of the person before whom the declaration is made ] A [ commissioner for oaths OR [ solicitor OR [ insert other qualification ] ] authorised to administer oaths ]...
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