Land Transaction Tax and Anti-avoidance of Devolved Taxes (Wales) Act 2017 section Schedule 16 paragraph 5

Exception for joint venture company arrangements

Schedule 16, paragraph 5 provides an exception from the anti-avoidance rules in paragraph 4 for certain arrangements entered into by joint venture companies, provided those arrangements relate only to specified contingency events that have not yet occurred.

• Arrangements by a joint venture company that would otherwise fall within the paragraph 4 anti-avoidance provisions are excluded if they relate solely to specified contingency events and none of those events has yet occurred.
• The qualifying arrangements are either agreements to transfer shares or securities to members upon a contingency occurring, or provisions in the company's constitutional documents to suspend a member's voting rights upon a contingency occurring.
• The specified contingencies include a member's voluntary departure, insolvency, serious financial deterioration, change of control, default on obligations, external commercial threats to the venture's viability, unresolved member disagreements, and similar unforeseen events.
• The exception does not apply if any member, alone or together with connected persons, could dictate the terms or timing of the share transfer or voting suspension before a contingency actually occurs — though members are not treated as connected with each other merely because they are members of the same joint venture.