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Consultation on modifying stamp duty (shares)

Consultation on modifying stamp duty (shares)

Stamp duty (shares) consultation has been published.

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Associate Partner, Head of Stamp Taxes

KPMG LLP (UK)

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HMRC have published a consultation on modifying the stamp duty rules on share transactions. The proposed changes are significant. Anyone advising on corporate transactions, including mergers and acquisitions, reconstructions, demergers and fund transitions should be aware.

Further to an announcement made at the Autumn Budget on 29 October 2018 and the Office of Tax Simplification’s review last year, HMRC have published a consultation on:

  • Extending the market value rule on transfers of listed shares to connected companies introduced at the Autumn Budget to transfers of shares in private companies to connected persons (not merely connected companies);
  • Replacing the meaning of chargeable consideration for stamp duty (currently limited to cash, stock and marketable securities, and debt) with the stamp duty reserve tax (SDRT) definition of ‘money or money’s worth’; and
  • Aligning the stamp duty and SDRT treatment of contingent, uncertain and unascertainable consideration.

For more than one hundred years, stamp duty has been based on the actual amount or value of the cash paid, shares issued and/or debt released or assumed by the buyer; with particular rules dealing with the treatment of contingent, uncertain and unascertainable consideration that were developed by case law.

That could change. It could mean, amongst other things:

  • SDRT arising for the first time on certain types of fund transitions where shares are transferred on an in specie redemption;
  • Stamp duty or SDRT arising on distributions of shares in pursuance of in specie dividends; or
  • Stamp duty arising on share purchases on uncapped earn-outs.

Those advising in this area and those potentially affected by the changes (e.g., asset managers) should read the consultation document and participate in the consultation, perhaps through representative bodies.

The consultation is short, especially as it is affected by the Christmas and New Year holiday period. It ends on 30 January 2019. Consequently, time is of the essence.

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