FORTHCOMING CHANGE: The Scottish government is conducting a review of LBTT that commenced in spring 2025. Land and buildings transaction tax (LBTT) replaced stamp duty land tax (SDLT) in Scotland with effect from 1 April 2015. This Practice Note provides an introduction to LBTT. Three other Practice Notes focus in more detail on particular aspects of the tax, as follows: • Scotland: Land and buildings transaction tax (LBTT)—chargeable consideration and rates of LBTT • Scotland: Land and buildings transaction tax (LBTT)—particular transactions and taxpayers, and • Scotland: Land and buildings transaction tax (LBTT)—administration and compliance Background to LBTT The Scotland Act 1998 (SA 1988) created the Scottish Executive (now known as the Scottish government) and the Scottish Parliament. SA 1998 devolved limited powers over income tax to the bodies but these powers were never used. The Scotland Act 2012 (SA 2012) then amended SA 1998 to give further powers to the Scottish Parliament, including wider powers over taxation. In particular, the Scottish Parliament was given power to legislate

Dobbies Garden Centres Limited applied for a Part 26A restructuring plan (RP) at a convening hearing in October 2024 and sanction hearing in December 2024 before the Scottish Outer House, Court of Session. The key points appear below (capitalised terms not defined herein are as defined in the sanction judgment). This Deal Debrief forms part of our Restructuring plans collection. For a detailed analysis of key metrics from the RPs filed in England & Wales in 2023 and commentary from leading lights in the restructuring world, see Practice Note: Market Insights Trend Report—trends in Part 26A restructuring plans in 2023 [Archived]. Name of plan company Dobbies Garden Centres Limited (the Company) Industry sector Garden centres Place of debtor’s incorporation and jurisdictional factors The Company was incorporated in Scotland and its centre of main interests (COMI) was in Scotland. Legal counsel involved The Company: Almira Delibegovic-Broome KC and Elisabeth Roxburgh (instructed by Burness Paull LLP and Macfarlanes LLP) Timeline 27 September 2024: intragroup deed of waiver entered between

Premier Oil plc applied for two inter-conditional Part 26A restructuring plans (RPs) for Premier Oil plc (now Harbour Energy plc) and Premier Oil UK Limited at a convening hearing in January 2021 and sanction hearing in March 2021 before the Scottish Court of Session, Outer House—this was the first time that the Scottish courts had considered an RP. The RPs were obtained in conjunction with an RP for Premier Oil Holdings Limited (POHL) obtained from the English High Court. The key points appear below. Premier restructured previously in both 2017 (see Practice Note: Premier Oil and the use of Schuldschein loans—Deal Debrief [Archived]) and 2020 (see Re Premier Oil plc) using Scottish schemes of arrangement under Part 26 of the Companies Act 2006 (CA 2006). These RPs in 2021 (for the reorganisation of Premier’s existing debt and cross-currency swaps) were part of a larger restructuring together with the Chrysaor Transaction (a contractual merger between Premier Oil and Chrysaor Holdings Ltd)—following this reverse takeover, Harbour Energy plc became the largest

Waldorf CNS (I) Limited applied successfully for a Part 26A restructuring plan (RP) at a First Hearing in February 2026 and a Sanction Hearing in May 2026 in the Court of Session in Scotland, despite the objections of HMRC. The key points appear below (capitalised terms not defined herein are as defined in the sanction judgment). This RP took place in conjunction with a second RP for the English subsidiary of the group, Waldorf Production UK PLC, in England and Wales (see Practice Note: Part 26A restructuring plan deal debrief—Waldorf Production UK Plc (second plan)) which was approved by Michael Green J in May 2026; both RPs were proposed in order to facilitate a sale of certain group companies to a Harbour Energy subsidiary. This Deal Debrief forms part of our Restructuring plans toolkit. For a detailed analysis of key metrics from the RPs filed in 2024 and commentary from leading lights in the restructuring world, see News Analysis: Market Insights Trend Report—trends in Part 26A restructuring

What are Statements of Insolvency Practice? Insolvency practitioners (IPs) are required to comply with both legislation and Statements of Insolvency Practice (SIPs). SIPs are a series of guidance notes. The purpose of a SIP is to promote and maintain high standards by setting out required practice and by harmonising the approach of IPs to particular aspects of insolvency practice in England and Wales, Scotland and Northern Ireland. Failure to comply with the required standards, legislation or with SIPs may result in disciplinary action against an IP being taken by their relevant authorising body. SIPs are commissioned by the Joint Insolvency Committee (JIC), which is made up of representatives from each of the bodies responsible for the authorisation and regulation of insolvency practitioners. IPs should also comply with the Insolvency Practitioners’ Handbook and the Insolvency Code of Ethics. Current

For the impact of Brexit on Scottish procedures, see Practice Note: Table showing impact of Brexit on jurisdiction to commence insolvency/restructuring proceedings and obtain recognition in other EU Member States. This Practice Note is concerned with administrations as set out in Part 3 of the Insolvency (Scotland) (Company Voluntary Arrangements and Administration) Rules 2018 (ISCVAAR 2018), SI 2018/1082, Pt 3. The ISCVAAR 2018, SI 2018/1082 came into force on 6 April 2019. The Insolvency (Scotland) (Receivership and Winding Up) Rules 2018 (ISRWR 2018), SSI 2018/347 also came into force on 6 April 2019. The reason for two sets of rules reflects the devolved settlement and respective responsibilities of the Scottish and UK parliaments for corporate insolvency processes. Accordingly, certain parts of each set of rules are mirrored. The ISCVAAR 2018, SI 2018/1082 and the ISRWR 2018, SSI 2018/347 were intended to modernise and consolidate the Insolvency (Scotland) Rules 1986 (ISR 1986), SI 1986/1915 and the various amending statutory instruments made since ISR 1986, SI 1986/1915 came into force, as well as the Receivers

Sections 242 and 243 of the Insolvency Act 1986 (IA 1986) govern the two main antecedent transactions which may be carried out by companies in Scotland. These sections do not apply to individuals or companies registered in England and Wales (for the position in England, see Practice Notes: Transactions at an undervalue under section 238 of the Insolvency Act 1986 and Preferences under section 239 of the Insolvency Act 1986). For details of antecedent transactions by individual/personal Scottish debtors, see Practice Note: Scotland: gratuitous alienations by individual debtors. For a glossary of commonly used Scottish insolvency terms, see Practice Note: Glossary of Scottish insolvency words and expressions. Unfair preferences What constitutes an unfair preference? An unfair preference is a transaction entered into by a company, whether before or after 1 April 1986, which has the effect of preferring one creditor over the general body of creditors (see IA 1986, s 243(1)). The day an unfair preference is created is the day on which it became effectual. Hardening

The company directors disqualification procedure has a significant degree of continuity between Scotland and England and Wales. The Company Directors Disqualification Act 1986 (CDDA 1986), the relevant primary legislation, applies across both jurisdictions. Case law from England and Wales is persuasively applicable in Scotland. As a result, Practice Notes applicable to director disqualification in England and Wales (Directors’ disqualification—overview and How can a director be disqualified as a company director?) are equally applicable to Scotland. This Practice Note should be read against this background. The procedure for CDDA 1986 disqualifications in Scotland requires following the court rules of the Sheriff Court or Court of Session, depending on where proceedings are raised. The decision on this point will depend on the ground on which the qualification proceeds. The Secretary of State may seek a disqualification order against a person who is, or has been, a director of a company under CDDA 1986, s 8 where it appears to the Secretary of State that it is expedient to do so. Where a disqualification

For the impact of Brexit on Scottish procedures, see Practice Note: Table showing impact of Brexit on jurisdiction to commence insolvency/restructuring proceedings and obtain recognition in other EU Member States. The Insolvency (Scotland) (Company Voluntary Arrangements and Administration) Rules 2018, SI 2018/1082 and Insolvency (Scotland) (Receivership and Winding up) Rules 2018 (IRSWUP Rules 2018), SSI 2018/347, came into force on 6 April 2019. The content of this Practice Note reflects the application of the IRSWUP 2018 Rules, SSI 2018/347. This note does not address any transitional provisions as may be applicable, on the assumption that there will be few cases remaining for which the transitional provisions would be relevant. This Practice Note looks at compulsory liquidation in Scotland and sets out: (i) the entities that may petition for the winding-up of a company; (ii) the circumstances in which such a petition may be presented; and (iii) the process to be undertaken in seeking to obtain a winding-up order from the court. For a glossary of commonly used Scottish insolvency terms, see Practice Note: Glossary

In the majority of sequestrations where the debtor has assets, these will include the debtor's home (see Practice Note: Scotland: the process for applying for sequestration). In many cases, this will be the only asset which the debtor owns, either solely or in common with a third party, normally a spouse or partner. For a glossary of commonly used Scottish insolvency terms, see Practice Note: Glossary of Scottish insolvency words and expressions. The trustee is under an obligation to realise that interest in order that it can be distributed among the debtor's creditors. Trustees prefer to avoid the inconvenience and expense of having to evict debtors and their families and then having to market and sell their homes. They would much prefer that the debtor or a third party buys out their interest and will, wherever possible, try to engage with the debtor to explore whether or not such an offer might be forthcoming. In many cases, the debtor is unwilling

This Practice Note provides an introduction to the Scottish tax tribunal system, which deals with appeals in devolved tax matters in Scotland and is distinct from the UK tribunal structure. For details about the process of appealing to the Scottish tax tribunal, see: Appealing a Revenue Scotland decision. For more information on appeals through the UK tribunals, see Practice Note: Appealing an HMRC decision. This Practice Note does not cover: • assessment to any of the devolved taxes, or • judicial review in tax matters Outline of devolved taxes Below is an outline of the Scottish devolved taxes over which the Scottish tax tribunal system has jurisdiction. See also Practice Note: Devolved taxes in the UK—Scotland, Wales and Northern Ireland. The Scotland Act 2012 extended the devolved powers of the Scottish Parliament, including the power to raise taxes on land transactions and waste disposal to landfill. The Scotland Act 2012 also provides powers for new taxes to be created in Scotland, where this is agreed by both Scottish and Westminster

For any insolvency process to operate effectively, it is essential the person appointed to wind-up the insolvent estate has powers that enable them to scrutinise dealings by the insolvent party with their assets prior to the commencement of the formal insolvency process. Absent such powers, parties or companies facing insolvency could take steps to alienate assets to connected third parties for less than their true value to the prejudice of the general body of creditors. The purpose of this Practice Note is to consider the circumstances in which such transactions can be challenged, the grounds upon which challenges will be upheld by the courts and the effect of such a successful challenge. For details of the equivalent rules for Scottish corporate debtors, see Practice Note: Scotland: Antecedent transactions by corporate debtors. For a glossary of commonly used Scottish insolvency terms, see Practice Note: Glossary of Scottish insolvency words and expressions. Historically, such transactions have been challengeable under the common law on the basis that they