M Brown and another v HMRC

In M Brown and another v HMRC [2021] UKFTT 208 (TC) (7 June 2021) the First-tier Tribunal (FTT) held that the old sub-sale rules formerly contained in FA 2003 s 45 applied to an acquisition of a property by a company which on the same day as the acquisition reduced its share capital and distributed the property in specie to its shareholders. The consideration for the acquisition by the shareholders under s 45 was the amount subscribed for shares in the company.

Mr and Mrs Brown acquired a house in 2007 via a distribution in specie scheme. The scheme was similar to the one used in Geering [2018] UKFTT 233 (TC) and Vardy [2012] UKFTT 564 (TC).

The taxpayers argued that no SDLT applied to the acquisition of the property because either did not apply and the Browns received a distribution in specie of the property for...