Property holding structures—direct tax treatment of a UK limited partnership
Produced in partnership with Charles Goddard of Rosetta Tax
Property holding structures—direct tax treatment of a UK limited 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 partnership
  • Form of an LP
  • Tax treatment of a trade or property business carried on by a UK LP
  • Capital gains tax treatment of a UK LP
  • Changes in partnership sharing ratios
  • Capital contribution of a property asset to an LP
  • Distributions by an LP
  • Self-assessment
  • Annual tax on enveloped dwellings (ATED)
  • Use of LPs in practice

Partnerships are often used as vehicles for holding UK real estate. The forms of partnership used are generally limited partnerships (LPs) and limited liability partnerships (LLPs).

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 LP in a property context. For the purposes of this Practice Note, CGT refers to both capital gains tax and corporation tax on chargeable gains except where specified otherwise.

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

For circumstances in which contractual arrangements may create a partnership, see Practice Note: Property holding structures—direct tax treatment of contractual joint ownership.

The indirect tax (ie VAT and SDLT) treatment of a partnership 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

A UK partnership, of any type, is generally treated as transparent for most direct tax purposes. This means that the partnership itself is not subject to tax; instead the partners are each subject to tax on their proportionate share of the income, profits or gains of the partnership as a separate calculation from their own