Section 65 — Finance Act 2003: Incorporation of limited liability partnership

Incorporation of limited liability partnership 65 1 A transaction by which a chargeable interest is transferred by a person (“ the transferor ”) to a limited liability partnership in connection with its incorporation is exempt from charge if the following three conditions are met.

2 The first condition is that the effective date of the transaction is not more than one year after the date of incorporation of the limited liability partnership.

3 The second condition is that at the relevant time the transferor—

a is a partner in a partnership comprised of all the persons who are or are to be members of the limited liability partnership (and no-one else), or b holds the interest transferred as nominee or bare trustee for one or more of the partners in such a partnership.

4 The third condition is that—

a the proportions of the interest transferred to which the persons mentioned in subsection (3)(a) are entitled immediately after the transfer are the same as those to which they were entitled at the relevant time, or b none of the differences in those proportions has arisen as part of a scheme or arrangement of which the main purpose, or one of the main purposes, is avoidance of liability to any duty or tax.

5 In this section “ the relevant time ” means—

a where the transferor acquired the interest after the incorporation of the limited liability partnership, immediately after he acquired it, and b in any other case, immediately before its incorporation.

6 In this section “ limited liability partnership ” means a limited liability partnership formed under the Limited Liability Partnerships Act 2000 (c. 12) or the Limited Liability Partnerships Act (Northern Ireland) 2002 (c. 12 (N. I.)).