What does incorporating a property portfolio involve?
Incorporation means moving a personally owned rental portfolio into a limited company. The transfer is treated as a sale at market value, so Capital Gains Tax and Stamp Duty can be due unless reliefs apply. Incorporation relief can defer the gain, but only for a genuine property business, and from 6 April 2026 it must be claimed.
Read more in our guide: Selling a portfolio held in a company or trust
The main costs of incorporating
| Cost | Position |
|---|---|
| Capital Gains Tax | Due on market value unless incorporation relief applies |
| Incorporation relief | Needs a business, all assets transferred for shares; must be claimed from 6 Apr 2026 |
| Stamp Duty Land Tax | Charged on market value for a connected company, plus 5% surcharge |
| Mortgages | Usually refinanced onto company lending, often with fees and charges |
| Ongoing | Company accounts, Corporation Tax and extraction costs |
Why landlords incorporate
Companies deduct mortgage interest in full and pay Corporation Tax at 19% to 25%, while individuals face Section 24 and, from April 2027, property income rates of 22%, 42% and 47%. For a higher-rate landlord with large borrowings, that difference can be significant over time.
The cost of getting in
You and the company are connected, so the transfer is valued at market value. Without relief, every property's gain is taxed at 18% or 24%, and the company pays Stamp Duty Land Tax on full market value including the 5% surcharge. A long-established partnership may be able to transfer without SDLT under the partnership rules, but these are complex and HMRC watches them closely.
Incorporation relief
Section 162 relief rolls the gain into the company shares instead of taxing it now. It applies only where the letting activity amounts to a business, the whole business is transferred as a going concern, and it is exchanged wholly or partly for shares. The Ramsay case showed that an active landlord spending significant time managing property can qualify, but a passive investor may not. From 6 April 2026 the relief has to be claimed on the tax return rather than applying automatically.
Incorporate or sell?
Incorporation suits landlords planning to hold for many years. For someone planning to exit within a few years, the upfront costs often outweigh the savings, and a sale may be the cleaner choice. A portfolio already in a company can be sold either as properties or as company shares; see limited company SPV portfolios.
Official Sources and Further Reading
General information for landlords in England, checked against official sources in October 2026. It is not tax, legal or financial advice: speak to a qualified accountant or solicitor about your own circumstances.
Frequently Asked Questions
Incorporation means moving a personally owned rental portfolio into a limited company. The transfer is treated as a sale at market value, so Capital Gains Tax and Stamp Duty can be due unless reliefs apply. Incorporation relief can defer the gain, but only for a genuine property business, and from 6 April 2026 it must be claimed.
No. At best incorporation relief defers it. The gain is effectively carried into the base cost of the shares and can crystallise when the shares are sold.
Yes. Personal buy-to-let mortgages cannot simply move to a company, so most landlords refinance with company lending.
There is no fixed number. HMRC looks at the level of activity and time spent, not just how many properties you own.
Thinking About Selling Your Portfolio?
Ask for a no-obligation portfolio appraisal, or call us to talk through your options in confidence.