Non-resident SDLT surcharge: companies and partnerships (UK 2026)
The 2% non-resident Stamp Duty Land Tax surcharge took effect on 1 April 2021 and sits on top of every other SDLT rate that applies to a transaction — standard residential rates, the additional-property surcharge, and the higher rates for purchases of single dwellings by companies. The rules for individual buyers are well covered. The rules for companies and partnerships are not, and they catch a steady stream of corporate buy-to-let, family-investment-company and partnership transactions in HMRC enquiries.
This piece walks through the statutory tests in Schedule 9A FA 2003 paragraphs 6 and 7, the close-company look-through that can re-classify a UK-incorporated buyer as non-resident, and the partner-by-partner test that can taint a partnership purchase on the residency status of a single partner. All examples are anchored on HMRC's published guidance (SDLT manual SDLTM09850–SDLTM09870) and the underlying statute.
The statutory framework — where the rules live
The 2% surcharge is imposed by FA 2003 Schedule 9A. The "non-UK resident" tests sit in:
| Buyer type | Where to look | Test |
|---|---|---|
| Individuals | Sch 9A paras 2–5 | 183-day SDLT residency test (12-month window straddling effective date) |
| Companies | Sch 9A para 6 | Incorporation and central management & control; close-company look-through |
| Partnerships | Sch 9A para 7 | Each partner tested separately |
| Trustees | Sch 9A para 8 | Trustees treated as the purchaser; mixed-residence trustee body is non-resident |
HMRC's manual coverage: SDLTM09850 (overview), SDLTM09860 (companies and partnerships), SDLTM09870 (refund mechanics).
The company test (Sch 9A para 6)
A company is treated as non-UK resident for SDLT surcharge purposes if either of the following is true at the effective date of the transaction:
- The company is not incorporated in the United Kingdom, or
- The company is incorporated in the UK but its central management and control is exercised outside the UK at that date.
This is a different test from the standard corporation-tax residence test in CTA 2009. For SDLT, both limbs must be passed for the company to be treated as UK resident — a UK-incorporated company managed from overseas will be treated as non-resident for the surcharge, and a foreign-incorporated company managed from the UK will also be treated as non-resident (the incorporation limb alone defeats it).
The close-company look-through
There is a separate look-through for close companies in Sch 9A para 6(3). If the company is a close company (broadly: under the control of five or fewer participators, or under the control of any number of participator-directors) and a non-UK-resident person controls the company through that close-company shareholding, the company is treated as non-resident for SDLT surcharge purposes even if it would otherwise pass the para 6(1) test.
In practice this catches the very common family-investment-company (FIC) structure where UK property is held in a UK-incorporated, UK-managed company whose shareholders include non-UK-resident family members with control. The company can be UK-resident for corporation tax, but non-resident for the 2% SDLT surcharge on every new purchase.
The "control" test follows the standard close-company control test in CTA 2010 s450 — broadly, the ability to exercise direct or indirect control over the company's affairs, including by virtue of rights attached to shares or loan capital. Two unconnected 51% non-resident shareholders would each independently fail; a 50/50 split between a UK-resident and a non-UK-resident shareholder requires a careful look at the constitutional documents.
The partnership test (Sch 9A para 7)
For partnerships (general, LLPs and Scottish partnerships), the rule is structurally different. Each partner is tested for SDLT residence as if they were buying their share of the property directly. If any one partner is non-resident, the entire transaction is treated as having a non-resident purchaser, and the 2% surcharge applies to the full chargeable consideration — not just the non-resident partner's slice.
This is the single most expensive trap in the corporate rules. A four-partner UK property partnership where three partners are UK-resident and the fourth has spent 200 days abroad in the 12-month surcharge window will see the 2% applied to 100% of the price.
HMRC SDLTM09860 confirms the read: if any purchaser is non-resident in relation to the transaction, the higher rate applies to the whole chargeable consideration. There is no apportionment.
Worked examples — what the surcharge actually costs
Standard residential SDLT rates apply (no first-time-buyer relief; FTB relief is not available to companies or partnerships). The additional-property surcharge of 5% (the rate in force from 31 October 2024) applies if the company or partnership already owns another dwelling or, in the company case, applies to every purchase of a single dwelling by a corporate buyer where consideration exceeds £40,000 (FA 2003 Sch 4ZA para 4). The non-resident 2% is then added on top.
Worked at 2026 rates for an offshore company (non-UK incorporated, non-UK managed) buying an additional residential dwelling — the textbook offshore-SPV-BTL pattern:
| Purchase price | Standard SDLT | +5% additional | +2% non-resident | Total | Effective rate |
|---|---|---|---|---|---|
| £350,000 | £7,500 | £17,500 | £7,000 | £32,000 | 9.14% |
| £500,000 | £15,000 | £25,000 | £10,000 | £50,000 | 10.00% |
| £750,000 | £27,500 | £37,500 | £15,000 | £80,000 | 10.67% |
| £1,000,000 | £43,750 | £50,000 | £20,000 | £113,750 | 11.38% |
| £2,000,000 | £153,750 | £100,000 | £40,000 | £293,750 | 14.69% |
Source: hand-computed against HMRC SDLT residential slabs and FA 2003 Sch 9A. Cross-check the standard slab on the Homecost stamp duty calculator.
For a partnership with one non-resident partner, drop the +5% column unless the partnership already owns another dwelling. At £500,000 the cost is £15,000 standard + £10,000 non-resident = £25,000 (5.00% effective), versus £15,000 (3.00% effective) for an all-resident partnership.
The 2pp delta on partnerships sits at every price point above £125,000 — it does not scale with the slabs the way the standard rates do, because the surcharge is a flat 2% on the whole consideration.
Common structures that walk into the surcharge
Based on HMRC's published examples in SDLTM09860 and the patterns reported in property tribunal decisions, the recurring traps are:
- UK-incorporated FIC with non-resident parent. Parent emigrates after setting up the FIC, retains control. Every new acquisition by the FIC is now subject to the 2% surcharge via the close-company look-through, even though the company itself never moved.
- Newly-formed LLP for a single development project with a foreign architect or investor as a partner. The whole project's land cost picks up 2%.
- Mixed-residence married couple operating as a partnership. Where the property is bought through a formal partnership rather than as joint tenants in personal names, the para 7 partner test bites — distinct from the para 9 spousal residency cross-attribution rule that applies to individual mixed-residence couples.
- Offshore-incorporated company that has moved its management to the UK but where the operator never re-incorporated in the UK. The incorporation limb alone fails the test — central management & control in the UK does not cure it.
Refund route — narrow and not automatic
Sch 9A para 12 allows a refund if the company or partnership becomes UK resident in the 12 months after the effective date and either (a) the relevant test in para 6 or 7 is then satisfied or (b) all non-resident partners cease to be non-resident. The refund claim window is two years from the effective date.
The mechanics for an individual buyer's refund — claim filed against the original return — apply largely unchanged for companies, but the partnership refund mechanic is messier because the test is partner-by-partner. If only one of four partners becomes UK-resident inside 12 months, the surcharge stays on the whole transaction. See the non-resident SDLT surcharge refund claim explainer for the procedural detail on filing.
How this sits alongside the rest of the SDLT residency story
The 2% surcharge runs in parallel with — not as a substitute for — the standard buyer-class tests. A non-UK-resident company buying an additional dwelling stacks all three of: standard residential rates, the 5% additional-dwelling surcharge, and the 2% non-resident surcharge. The HMRC SDLT residency test is its own creature, distinct from the Statutory Residence Test that governs income tax and CGT — see the SDLT residency test versus the Statutory Residence Test walk-through for the differences.
For background on the surcharge itself and the individual-buyer rules, see the non-UK resident stamp duty explainer. For how this fits the wider corporate-versus-personal cost stack, the corporate vs personal buy-to-let cost-stack piece sets out the total carry — SDLT, corporation tax, ATED, and the rest.
For a postcode-level look at the price points where the corporate-vehicle decision actually starts to bite, the SW1A 1AA True Cost page shows the typical prime-central-London transaction band where offshore SPV structures are most common.
Browse other Cost Intelligence guides for the wider SDLT cluster.
Bottom line
The SDLT non-resident rules for companies and partnerships are mechanically simple but rarely correctly applied at the conveyancer level. The two non-obvious results are:
- A UK-incorporated, UK-managed close company with a non-UK-resident controlling shareholder is non-resident for the surcharge.
- A partnership with any non-resident partner is treated as non-resident in full, with no apportionment.
The headline rate (2%) sounds modest, but on a £1m purchase that is a £20,000 line item, stacking with the £50,000 additional-dwelling surcharge and the £43,750 of standard SDLT for a £113,750 total — an 11.38% effective rate on completion day. The refund route exists but is narrow and requires the residency test to be met within 12 months.
This is general information, not advice. SDLT residency status, close-company look-through analysis and partnership composition are highly fact-sensitive. Speak to a qualified SDLT adviser or conveyancer before completing any corporate or partnership purchase of UK residential property.
Based on the SDLT slabs in force at 2026-06-02 and HMRC SDLT manual SDLTM09850–SDLTM09870. Standard and surcharge calculations verified against the Homecost stamp duty calculator.