The following Tax guidance note Produced in partnership with Emily Clark of Travers Smith provides comprehensive and up to date legal information covering:
This Practice Note considers the application of stamp duty and stamp duty reserve tax (SDRT) to the transfer of interests in private equity partnerships.
The UK levies three types of transfer tax:
stamp duty reserve tax, and
stamp duty land tax (SDLT)
Although stamp duty and SDRT are separate regimes (SDRT is a mandatory code whereas stamp duty is not) the rules overlap in their application.
This note covers:
the stamp duty rules, and, in particular:
whether the transfer of a partnership interest is stampable
how stamp duty is calculated
the consequences of not stamping, and
whether it matters if the partnership is a UK partnership or a foreign partnership, and
secondly, whether or not the SDRT rules apply to partnership transfers
It does not consider:
the complex rules relating to SDLT and partnerships (see Practice Note: SDLT and partnerships—general principles and ordinary transactions), or
the application of stamp taxes to transfers of interests in limited liability partnerships (LLPs)
The transfer of an interest in a private equity partnership may occur, for example, when:
a departing employee transfers their interest in a carried interest partnership pursuant to its leaver provisions, or
an investor decides to sell its interest in a private equity fund in the expanding secondary market
It is important to note
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