Stamp duty and SDRT on the sale of certificated registered UK shares
Stamp duty and SDRT on the sale of certificated registered UK shares

The following Tax guidance note provides comprehensive and up to date legal information covering:

  • Stamp duty and SDRT on the sale of certificated registered UK shares
  • HMRC guidance—Stamp Taxes on Shares Manual
  • Share purchase agreement generally not subject to UK stamp duty
  • Stock transfer form subject to UK stamp duty
  • Buyer generally pays UK stamp duty
  • Consideration chargeable to UK stamp duty
  • Cash consideration determined by reference to completion accounts
  • Earn-out consideration
  • Assumption of liability
  • Issue of shares or loan notes
  • more

FORTHCOMING CHANGE on extending market value rule to transfers of unlisted securities to connected companies: Following a consultation on aligning the stamp duty and SDRT consideration rules that ran until 30 January 2019, Finance Bill 2019–20 extends, with effect from Royal Assent, the market value rule for stamp duty and SDRT purposes to transfers of unlisted securities to connected companies (ie where the transferor is (or is the nominee for a person that is) connected with the transferee company) but only where some or all of the consideration consists of the issue of shares. In its summary of responses to that consultation, HMRC confirms that, at this time, it will not be taking forward any of the other proposals made in the consultation. For more information, see News Analysis: Draft Finance Bill 2019–20—Tax analysis—Stamp taxes on securities—extension of market value rule to transfers of unlisted securities to connected companies and for more information on the original consultation, see News Analysis: Exploring the stamp taxes on shares consideration rules consultation.

Although the owner of certificated and registered shares in a UK incorporated company (certificated UK shares) should have a paper receipt (or certificate) which contains information including the number, class and value of the shares that the person owns, the certificate is not proof of ownership. The register of members or share