Charity clauses

Market value, distributions and notional transactions—key SDLT lessons from Tower One St George Wharf Ltd v HMRC

Tax analysis: In Tower One St George Wharf Ltd v HMRC, the Court of Appeal considered the basis on which stamp duty land tax (SDLT) should be assessed and whether that resulted in SDLT being paid on the market value; the actual consideration paid; or on some other basis for a complex transaction within a corporate group. The taxpayer argued that the ‘Case 3’ exception under section 54(4) of the Finance Act 2003 (FA 2003) applied, which would result in SDLT being charged on the actual consideration. HMRC argued that the exception did not apply, which would result in SDLT being paid on the market value of the property. Alternatively, HMRC argued that if the exception did apply then the anti-avoidance provisions at section 75A FA 2003 applied, potentially resulting in an even higher SDLT charge. The Court of Appeal held that although the Case 3 exception applied, the anti-avoidance provision in FA 2003, s 75A also applied. This resulted in SDLT being assessed on an aggregate amount that was even higher than the property's market value (although HMRC did not seek to increase its assessment beyond market value). Therefore, the appeal was dismissed. As explained by Jon Stevens, partner, and Rory Clarke, solicitor, at DWF Law LLP, this decision deals with the interaction of a number of complex SDLT provisions; clarifies the SDLT provisions relating to transfers to connected companies; and the SDLT anti-avoidance provisions, with implications for corporate structuring and tax planning.

MHCLG launches consultation on freehold estate homeowner protections

The Ministry of Housing, Communities and Local Government (MHCLG) has launched a consultation on proposals to reduce the prevalence of privately managed housing estates in England, where amenities such as roads, green spaces and drainage systems are not adopted by public authorities. The consultation sets out measures to increase the adoption of estate amenities on new developments, introduce common standards for adoptable infrastructure, consider mandatory adoption for certain public assets, remove financial incentives that encourage developers to avoid adoption, and improve transparency and data on estate management arrangements. It also seeks evidence on the impacts of these proposals on homeowners, developers, local authorities and management companies. The consultation closes on 12 March 2026.

UK Parliament announces introduction of Leases (Integrated Retirement Communities) Bill

The UK Parliament has announced the introduction of the Leases (Integrated Retirement Communities) Bill in the House of Commons, aiming to create a statutory framework for occupancy leases, fees and operator regulation in integrated retirement communities. The Bill seeks to clarify lease terms, ensure fee transparency and strengthen oversight of operators to protect residents. It had its first reading on 17 December 2025 and is scheduled for second reading on 16 January 2026.

Finance Bill 2026–Registration of tax advisers

Tax analysis: Legislation proposed by the government in Part 7 of the Finance Bill 2026 will mandate that tax advisers register with HMRC. The registration scheme is designed to address inconsistencies across HMRC’s current services, to ensure minimum standards among advisers and reduce the presence of so-called ‘bad actors’ in the sector. Any individual or organisation offering tax advice, which is defined broadly, must register with HMRC. Failure to register can lead to compliance notices giving an opportunity to register, fines and orders ultimately preventing future registration indefinitely. Exemptions to registration include responding to requests for information from HMRC or interacting with HMRC in relation to an appeal to the tribunal. Written by Gideon Sanitt, a partner in the litigation and dispute resolution team at Macfarlanes LLP, and Joshua Rutt, an associate in the litigation and dispute resolution team at Macfarlanes LLP.