Statement of practice D12: full text

D12: Partnerships

This statement of practice was originally issued by The Commissioners for HMRC on 17 January 1975 following discussions with the Law Society and the Allied Accountancy Bodies on the Capital Gains Tax treatment of partnerships. This statement sets out a number of points of general practice which have been agreed in respect of partnerships to which TCGA 1992, s 59 applies.

The enactment of the Limited Liability Partnerships Act 2000, has created, from April 2001, the concept of limited liability partnerships (as bodies corporate) in UK law. In conjunction with this, new Capital Gains Tax provisions dealing with such partnerships have been introduced through TCGA 1992, s 59A. TCGA 1992, s 59A(1) mirrors TCGA 1992, s 59 in treating any dealings in chargeable assets by a limited liability partnership as dealings by the individual members, as partners, for Capital Gains Tax purposes. Each member of a limited liability partnership to which TCGA 1992, s 59A(1) applies has therefore to be regarded, like a partner in any other (non-corporate) partnership, as owning a fractional share of each of the partnership assets and not an interest in the partnership itself.

This statement of practice has therefore been extended to limited liability partnerships which meet the requirements of TCGA 1992, s 59A(1), such that capital gains of a partnership fall to be charged on its members as partners. Accordingly, in the text of the statement of practice, all references to a ‘partnership’ or ‘firm’ include reference to limited liability partnerships to which TCGA 1992, s 59A(1) applies, and all references to ‘partner’ include reference to a member of a limited liability partnership to which TCGA 1992, s 59A(1) applies.

For the avoidance of doubt, this statement of practice does not apply to the members of a limited liability partnership which ceases to be ‘fiscally transparent’ by reason of its not being, or its no