Property 118 Limited & Anor v The Commissioners for HMRC
Decision date: 31 July 2026
Neutral citation: [2026] UKFTT 1111 (TC)
Overall AI summary confidence: high
Short overview
This short overview is intended to summarise the case, issues and outcome so far as they are supported by the judgment.
AI confidence in this short overview: high
This appeal concerned HMRC’s allocation of SRNs under DOTAS for two incorporation-related arrangements (SIS and CAR). The tribunal found neither arrangement met the notified descriptions relied on by HMRC (description 5 for SIS and CAR; descriptions 3 and 9 for CAR) and cancelled the SRN allocations. The tribunal treated the arrangements as commercially motivated and concluded the statutory tests (including the “informed observer”, standardisation, main-purpose and “but for” tests) were not satisfied. HMRC’s DOTAS guidance was not treated as determinative of the legal meaning of the statutory tests.
Ratio decidendi
This summary is intended to identify the ratio decidendi, meaning the legal reasons for deciding and the binding part of the decision.
AI confidence in this ratio decidendi summary: medium
The tribunal’s ratio is that the “informed observer” and standardisation enquiries under the Regulations are to be worked out from the statutory text and the relevant documentary and factual matrix, with administrative DOTAS guidance not forming part of the legal meaning; for description 5 the focus is on whether the template documentation and its operative terms are standardised so that substantive tailoring is not materially required; and, for assessing a “tax advantage” under para 10(2)(d), the appropriate comparator is an economically similar alternative transaction (e.g. a conventional incorporation dealing with existing debt), not simply doing nothing.
Obiter dicta
This summary is intended to identify obiter dicta, meaning observations made by the way that were not necessary to deciding the case and are not binding.
AI confidence in this obiter dicta summary: medium
The tribunal observed (non-bindingly) that ordinary commercial drivers such as succession planning, preserving access to corporate lending, avoiding disruptive refinancing and protecting previously taxed capital can legitimately be main or significant purposes of incorporation structures. It also noted that short-lived bridging finance or temporary movements through controlled client accounts are not automatically “contrived or abnormal” steps under description 9 where there is a commercially rational purpose and real-world effect.