Commercial SDLT in Practice

Session 1 – Chargable Consideration

• What constitues money and moneys worth.
• VAT and option to tax
• Premiums, rent and revese premiums
• Lease inducements and tenat contributions
• Debt assumption, restructuring and third-party payments
• Overages, contingent/defferd amounts
• Linked transactions including portfolio acquisitions
• Exercise – Identify elements of consideration from samle contracts
• Case Study – Acquisition of a multi-let commercial building with deferred consideration, rent-free incentives and assumed obligations

Session 2 – Classification of property types

• What counts as non-residentail for SDLT
• Mixed-use classification
• Grazing/licensing/ancilliary land use
• Development land vs trading stock
• Curtilage and function
• SDLT impications of fixtures and chattels in commercial premises
• Exercise – Classification of five boarderline property discriptions
• Case Study – Purcahse of industrial land with outbuildings, and small residential caretaker unit

Session 3 – SDLT on leases: Premiums, Rent and Complex Events

• Premiums, rent and the Net Present Value calculation
• VAT on rent and effect on NPV
• Lease re-gears, re-grants, surrenders and variations
• Turnover rent, stepped rent and indexed rent
• Abnormal rents and anti-avoidance
• Fit-out contributions and works as consideration
• Exercise – Perform NPV calculations for different rent structures and identify SDLT triggers.
• Case Study – Re-gear of a retail lease involving a surrender & re-grant, large fit-out contributions, stepped rent and revised term

Session 4 – Surcharges & When Residential Rules Affect Commercial Deals

• When higher rates can still applyWhat constitutes previous ownership
• Corporate residence and the non-resident surcharge
• Commercail property brought with associated dwellings
• Replacement of main residence in unusual structures
• Joint purchasers
• Exercise – Apply surcharge rules to various hybrid commercial–residential purchaser profiles.
• Case Study – Purchase of a Farmhouse and Commercial Farmland by Joint Purchasers – 2 versions

Session 5 – Development Land, Agreements and Multi-Stage Tranasctions

• SDLT risks in options, conditional contracts and pre-completion transactions
• Agreements for lease & forward funding / forward purchase
• Development obligations forming part of consideration
• Apportionment between land value and construction services
• Phase completions and part-possession
• Linked transactions within complex development structures
• Exercise – Identify SDLT analysis steps for a three-stage development agreement.
• Case Study – Forward-purchase structure for a commercial warehouse estate involving staged payments, construction obligations, and early access.

Session 6 – Applied SDLT scenario analysis

• Combine factors discussed through out the day
• Apply test to real world facts
• Develop evidence based reasoning and supporting questions
• Exercise – Group analysis of several real-world commercial SDLT advisory situations.
• Case Study – Developer prchasing city centre site for redevelopment into mixed residential/retail (warehouse, flats and access land).

The course is delivered by the founder of a specialist firm focused on SDLT and property taxation. The trainer regularly advises law firms, accountancy practices, property professionals, and private clients on complex property transactions, including residential, mixed-use, and commercial acquisitions. He also provides practical, example-led training to professional audiences, covering areas such as property classification, chargeable consideration, higher rates for additional dwellings, non-resident surcharge, linked transactions, development site acquisitions, and SDLT on commercial leases and lease re-gears.

• Correctly identify chargeable consideration in commercial transactions, including VAT, premiums, rent, reverse premiums, inducements, lease re-gears, and debt.
• Distinguish between commercial freehold, leasehold, mixed-use and complex land interests.
• Analyse SDLT outcomes for new leases, variations, surrenders, re-grants and lease premiums.
• Understand the operation of the NPV calculation, rent-based SDLT, and common valuation traps.
• Identify when the higher rates or surcharges may still apply to hybrid/commercial deals.
• Navigate complex scenarios such as overages, development agreements, agreements for lease, and phased/linked transactions.
• Apply SDLT rules through practical examples and case-based reasoning.

This course focuses on how SDLT issues actually arrise in the real transactions. Instead of abstract rules, the course works through realistic scenarios and case studies, providing a practical framework you can apply immediately. It does this by;

• Real world detailed case studies
• Providing clear, practical diganostic frameworks
• Highlighting evidential actors that influence SDLT outcomes
• Covers common pitfalls and real advisory challenges

This course is designed for professionals involved in advising on property transactions, including:

• Property and conveyancing solicitors
• Commercial property lawyers
• Tax advisers and accountants
• Private client advisers
• In-house legal or property teams

This practical course provides a focused, real-world overview of the SDLT issues that arise in commercial property transactions. Using scenarios, diagnostic frameworks and applied case studies, delegates learn how to analyse complex commercial structures with confidence and avoid common SDLT pitfalls.

• Identifying chargeable consideration, including non-cash elements
• Distinguishing commercial, mixed-use and residential components
• SDLT risks in development agreements, overages and phased acquisitions
• Linked transactions and substantial performance triggers
• SDLT treatment of leases, re-gears and forward funding structures
• How residential elements interact with commercial deals
• Delegates leave with practical tools to assess SDLT exposure, ask the right questions, and support accurate, defensible SDLT advice in commercial practice.