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Stamp duty on limited company share transfers-10 facts

  • Stamp duty is payable on any transfer of shares that is not exempt and exceeds £1000 in value.
  • The stamp duty is payable by the buyer or recipient of the shares
  • Some transfers can be exempt from stamp duty, like:
    • Shares that are gifted to you
    • Shares transferred to you by your spouse when you marry or enter into a civil partnership
    • Shares held in trust and transferred between trustees
    • Transfers that a liquidator makes as settlement to shareholders when a business is wound up
    • shares held as security for a loan that are transferred back to you when you repay the loan
    • transfer to the beneficiaries of a trust when the trust is being wound up
    • shares that someone leaves to you in their will
    • shares transferred to you when you get divorced, or when your civil partnership is dissolved
    • certain types of loan capital
  • Further reliefs apply, for instance, when shares are transferred between commonly owned companies in a group.
  • The Stamp duty charge is 0.5% of the value of the transaction, rounded up to the nearest £5. So, for example, a valuation of £3100 would attract stamp duty of £20. Where 0.5% of £3100 is £15.50, which rounds up to £20.
  • Stamp duty is due no later than 30 days after the transaction date.
  • There are two forms for registering a transfer of shares:
  • Both forms contain two certificates on the reverse side. At least one of these certificates has to be completed to confirm that no stamp duty is payable.
    • Certificate 1- states that the transfer is for less than £1000. It also confirms that the transfer is not part of a series of transactions that are collectively valued over £1000.
    • Certificate 2- states that the transfer is exempt.
  • A company cannot register a transfer unless:
    • the transfer certificate has been stamped by the Stamp Duty Office, or
    • Certificates 1 or 2 have been completed.
  • A transfer of shares is only effective after the Company has entered the transaction in the Statutory records

Stamp-duty-small-caution signCaution: If you are not sure about the valuation of shares or whether exemptions apply, contact a professional adviser. You can also call the stamp duty help line on 0300 200 3510.

The address of the stamp duty office is:

Stamp Duty

Birmingham Stamp Office

9th Floor, City Centre House

30 Union Street

Birmingham

B2 4AR

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