Readers’ forum: SDLT on freehold owned by partnerships

My query concerns the SDLT consequences associated with the merger of two GP partnerships. In summary each partnership owns a freehold property (both properties are recognised in the respective partnership accounts) with mortgages attached which are held by each equity partner in accordance with their profit sharing ratios. Due to the net equity (ie market value less mortgage) being larger in Partnership 1 the partners of Partnership 2 are being asked to contribute the difference to the partners of Partnership 1.

This transaction will undoubtedly fall within FA 2003 Part 3 Sch 15 however it is not clear whether a charge to SDLT will arise. In particular para 10 imposes a charge when land is transferred to a partnership however my view is that there is no such transfer of land taking place – SDLTM33130 suggests there will...