Q&As

Is stamp duty payable in respect of a share for share exchange undertaken as part of a section 110 demerger?

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Published on LexisPSL on 06/10/2017

The following Tax Q&A provides comprehensive and up to date legal information covering:

  • Is stamp duty payable in respect of a share for share exchange undertaken as part of a section 110 demerger?

Since UK stamp duty applies to instruments of transfer (such as stock transfer forms) relating to stock or marketable securities (paragraph 1, Schedule 13, Part I to the Finance Act 1999 (FA 1999), UK stamp duty is payable in respect of a stock transfer form transferring shares as part of a section 110 demerger, unless an exemption or relief applies.

If the shares being transferred are unlisted and admitted to trading on a recognised growth market (such as AIM), a transfer of those shares is exempt from UK stamp duty (and stamp duty reserve tax) (section 115 of the Finance Act 2014 (FA 2014), FA 2014, Sch 24, Pt 2, paras 5–12; sections 67(8A)–(88B), 70(8A)–(8B) and 99A of the Finance Act 1986 (FA 1986)). For more information on:

  1. exemptions from stamp duty generally, see Practice Note: Exemptions from stamp duty, and

  2. the exemption for unlisted shares admitted to trading on a recognised growth market, see Practice Note: Growth market exemption from stamp duty and SDRT

If the shares do not benefit from an exemption from stamp duty, there are various reliefs that may be available on a reorganisation of share capital, provided the strict conditions of those reliefs are met. For more information on those reliefs, see Practice Note: Stamp duty reliefs, which outlines the following three different reliefs:

  1. intra-group relief (also known as stamp duty

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