A private members golf club in Cheshire plans to transfer all assets and liabilitiesto a company limited by guarantee. Can the club benefit from capital gains tax incorporation relief? The assets include the land and buildings. Would there be any stamp duty land tax(SDLT) payable on this transfer?

Arthur Weller replies:
It seems to me that this private members golf club may be classified as an 'unincorporated association' - see www.gov.uk/unincorporated-associations. If so, it is explained explicitly in HMRC’s Capital Gains manual at www.gov.uk/hmrc-internal-manuals/capital-gains-manual/cg65710 that incorporation relief is not available when an unincorporated association transfers its business to a company. With regard to SDLT, under ordinary circumstances SDLT is payable based on the current market value of the land and buildings. But possibly you may be eligible for 'partnership relief' from this SDLT charge. However, one of the conditions for partnership relief is that the partnership must carry on a business (www.gov.uk/hmrc-internalmanuals/stamp-duty-land-tax-manual/sdltm33110), and I am sceptical that this condition is fulfilled here (see www.gov.uk/hmrc-internal-manuals/capital-gainsmanual/cg65715).