Guidance: Completing a stock transfer form

A stock transfer form transfers shares from one person to another. If you use a stock transfer to buy stocks and shares for £1,000 or less you do not normally have to pay any Stamp Duty.

Completing the form

When you complete a stock transfer form you need to give all the details of the sale including:

• the shares being transferred (the quantity, class and type, for example 100 ordinary shares, ABC Limited)
• the buyer
• the seller

You also need to provide the value of what you paid for the shares in:

• cash
• other stock and shares
• debt

This is known as the chargeable consideration.

Enter ‘Nil’ as the consideration if you do not give any consideration for the shares.

If you give consideration in money for the shares, state how much.

If you give consideration other than in money for the shares, state what you have given. For example, 100 ordinary shares in XYZ Limited or debt assumed of £70,000.

If the consideration is calculated by reference to something in another document, such as a Share Purchase Agreement, then state that. For example, ‘as calculated in Section 3 of the Share Purchase Agreement’.

If the transfer is exempt from Stamp Duty, or no chargeable consideration is given for the transfer, you need to complete one of the certificates on the back of the stock transfer form.

Certificate 1

You should complete certificate 1 if the:

• consideration you give for the shares is £1,000 or less
• transfer does not form part of a larger transaction or series of transactions where the total exceeds £1,000

Certificate 2

You should complete certificate 2 on the back of the form if:

• the transfer is exempt from Stamp Duty, for example, transfers in connection with divorce or the dissolution of a civil partnership
• the consideration given is not chargeable consideration

No certificate needed

You do not need to fill in either certificate where no consideration is given for the shares or if you’re claiming a relief from Stamp Duty.

If you’re claiming a relief you’ll need to send the completed stock transfer form, together with details of the relief you’re claiming to HMRC for them to consider the relief claim.

How to get your form stamped

Following the introduction of new Stamp Duty processes on 25 March 2020 you should not post your form to HMRC.

You can choose email to submit your Stamp Duty notification documents to us. You should be aware and accept that there are risks in using email, including:

• emails sent over the internet or other insecure network may be intercepted
• an unencrypted email can be intercepted, read and altered
• it cannot be guaranteed that an unencrypted email received over an insecure network has not been altered
• phishing, impersonation and malware could contain malicious code
• an email sent over the internet may never arrive, and neither the sender or recipient may be aware of this.

You can find more general information on our data protection and policy procedures in the HMRC Privacy Notice.

1. The form must be fully completed, signed and dated (use power of attorney if necessary). We will accept e-signatures.

2. You must also include electronic versions of any agreement and supporting documents if we have given a formal opinion or adjudication on how much Stamp Duty you should pay.

3. Email a copy of your stock transfer form or instrument of transfer (for example, a scanned PDF) to stampdutymailbox@hmrc.gov.uk.

If the instrument of transfer used to effect the transfer is not a stock transfer form, you should only send the relevant part of the instrument that effects the transfer.

You can also email an electronic version of form SH03 to notify us of the purchase of own shares by a company at stampdutymailbox@hmrc.gov.uk.

If you cannot submit your notification electronically

You may post your notification to:

Couriers should use a different address. You must not post original copies of documents to these addresses, as we will not retain or return them to you.

1. You must include your contact details when submitting by post.

2. The Stamp Duty must be paid before we can process the stock transfer form.

If you submit your notification without paying the Stamp Duty, we will contact you before we progress your notification.

After we get your notification

We cannot acknowledge each individual notification.

1. We aim to deal with 80% of stock transfer forms within 15 working days of receiving them.

2. We’ll contact you when we need more information or a document is missing or incorrect before we progress your submission.

3. You should allow 20 working days to give us time deal with your form.

Get an opinion on the amount due

When you submit your Stamp Duty notification you must pay the correct amount of Stamp Duty, this may include penalties and interest payments.

If you’re not sure of the amount to pay you can ask us for an opinion on the amount due in your email.

Errors that cause delays

We may reject your application where some of the following apply:

• stock transfer form is not dated
• Stamp Duty is not rounded up to the nearest £5 on each document
• consideration value is not shown on the form – remember that if shares are given as consideration you’ll need to give the value of the shares

What happens next

1. We’ll check your form

2. Confirm we have received payment

3. Send you a letter that will:

• confirm receipt of Stamp Duty
• detail the transactions we are confirming receipt for and the verification codes
• confirm that the stock transfer form or instrument of transfer has been duly stamped by us so that the registrar may register the new ownership of the shares

What you must do

1. You must send it to the registrar of the company you have bought shares in with the stock transfer form and share certificate. The address of the registrar is on the share certificate.

2. The registrar will issue you with your own share certificate.

If you’re submitting a form SH03 to Companies House, you should include a copy of the HMRC confirmation letter with the SH03.

Same day stamping service

The ‘same day’ stamping service is only available in exceptional circumstances, such as unexpected or unforeseen circumstances when it’s essential to have a document stamped immediately.

You cannot use the ‘same day’ service if the urgency could have been avoided by:

• either party
• their respective agents

You will not be able to use the ‘same day’ stamping service if the law requires you to apply to us for a decision known as adjudication prior to stamping, such as when a relief is being claimed.

We expect the number of occasions when ‘same day’ stamping service is required to be minimal.

If you become aware that a transaction may need a stock transfer form stamped at short notice, you should email: stampdutymailbox@hmrc.gov.uk giving as much detail as possible, including the:

• number of stock transfer forms to be stamped
• specific reason or reasons for the request
• amount of Stamp Duty

You can also contact us to discuss your request.

Reliefs and exemptions

There are some share transactions that qualify for reliefs or exemptions. They can reduce the amount of Stamp Duty you pay or are exempt from Stamp Duty altogether.

Refunds

If you pay too much Stamp Duty on a transaction you may be able to claim a refund.

Refunds must be claimed within 2 years of the date of the stamped document. If the document is undated, a refund can be claimed within 2 years of first execution.

Email your request to: stampdutymailbox@hmrc.gov.uk saying why you think a refund is due and provide the:

• stamped document
• HMRC confirmation letter where the document was stamped on or after 25 March 2020
• names of the parties involved

If you cannot email your refund request, you may post it to the same address used for notifications.

The Stamp Office will contact you if they need more information to support your claim.

If your refund is agreed, the Stamp Duty will be repaid, usually with interest, from the date the tax was paid.

Electronic refunds

We can only repay Stamp Duty by electronic transfer.

HMRC Stamp Office will contact you by email and send you a secure Dropbox link so you can provide your bank account details. This link can only be accessed by you and designated HMRC officers. If you are unable to use Dropbox you should let us know.

Once your bank account details have been received, your repayment will be processed electronically.

CHAPS refunds

If the refund you’re applying for is £150,000 or more you can ask for payment by CHAPS electronic transfer.

UK shares bought from abroad

If you buy shares in a UK company while you’re abroad, you still have to pay Stamp Duty, and get the transfer documents stamped. If you do not do this within the time limits you may have to pay a penalty and interest.

If you buy foreign shares you do not have to pay Stamp Duty. If however you bring a document which transfers shares into the UK there could be a charge to Stamp Duty. There may be other foreign taxes to pay.

Get more information

If you need any help with working out if you have to pay Stamp Duty contact HMRC Stamp Taxes Helpline.