Property holding structures—direct tax treatment of a UK limited liability partnership
Produced in partnership with Charles Goddard of Rosetta Tax
Property holding structures—direct tax treatment of a UK limited liability partnership

The following Tax guidance note Produced in partnership with Charles Goddard of Rosetta Tax provides comprehensive and up to date legal information covering:

  • Property holding structures—direct tax treatment of a UK limited liability partnership
  • Form of an LLP
  • Tax treatment of a trade or property business carried on by a UK LLP
  • Anti-avoidance rules
  • Capital gains tax treatment of an LLP
  • Distributions by an LLP
  • Self-assessment
  • Annual tax on enveloped dwellings (ATED)
  • Use of LLPs in practice

Along with limited partnerships (LPs), limited liability partnerships (LLPs) are used as vehicles for holding UK real estate.

This Practice Note examines the direct tax (ie corporation tax, income tax and capital gains tax (CGT)) and annual tax on enveloped dwellings (ATED) treatment of a UK LLP in a property context. In this note CGT refers to capital gains tax and corporation tax on chargeable gains except where specified otherwise.

For further detail as to the tax treatment of an LLP in general, see Practice Note: Taxation of UK LLPs.

The direct tax treatment of an LP in a property context is considered in Practice Note: Tax treatment of a UK limited partnership.

The indirect tax (ie VAT and SDLT) treatment of an LLP differs from the direct tax treatment and is outside the scope of this Practice Note. For further details, see Practice Notes:

  1. Partnerships and VAT, and

  2. SDLT and partnerships—general principles and ordinary transactions

As with other types of partnerships, including LPs, an LLP is generally treated for direct tax purposes as transparent. This means that an LLP itself is not subject to tax; instead the members of the LLP (which partners in the LLP are referred to as) are each subject to tax on their proportionate share of the income, profits or gains of the LLP.

However, some specific rules apply to LLPs and