Guidance: Stamp Duty reliefs and exemptions on share transfers

You usually need to pay Stamp Duty on adthe transfer of shares. Exemptions to this are if:

• the transaction is exempt
• the consideration you give is not chargeable consideration
• you are eligible for Stamp Duty relief

You do not need to tell us if:

• your transaction is exempt
• you do not give any chargeable consideration.

In some other circumstances you must notify us, but you can claim a relief so you do not have to pay Stamp Duty.

More information on Tax when you buy shares.

Which transfers are exempt

If a transfer of shares is exempt from Stamp Duty:

• the transfer document does not need to be stamped
• you do not need to send the documents to HMRC
• there’s no Stamp Duty to pay

Examples include:

• shares that you receive as a gift and that you do not pay anything for (either money or some other consideration)
• shares that your spouse or civil partner transfers to you when you marry or enter into a civil partnership
• shares held in trust that are transferred from one trustee to another
• shares held as security for a loan that are transferred back to you when you repay the loan
• shares that someone leaves to you in their will
• shares transferred to you when you get divorced, or when your civil partnership is dissolved
• shares that are admitted to trading on a recognised growth market but not listed on any market
• transfers that a liquidator makes as settlement to shareholders when a business is wound up
• transfer to the beneficiaries of a trust when the trust is being wound up
• certain types of loan capital

If chargeable consideration of more than £1,000 is given for a transfer where an exemption exists, you’ll need to complete the second exemption certificate on the back of the stock transfer form.

You can contact the Stamp Taxes Helpline if you’re not sure if your transaction if exempt.

If you give any consideration for the shares

If you give any consideration for the shares you’ll need to:

• fill in a stock transfer form showing details of the transaction.
• fill in one of the certificates on the back of the stock transfer form.
• send the completed form to the company registrar – you do not need to send it to us first.

You can buy a form from a legal stationer or download a copy from the internet.

Which transfers qualify for relief

Some transfers qualify for relief to reduce the amount of Stamp Duty due. Even if the relief reduces the Stamp Duty to nil, you will still need to send the transfer document to us. Check how to claim relief.

Examples of reliefs

Intra-group relief

Transfers of land or shares between companies in the same group can qualify for intra-group relief, so long as certain conditions are met.

Acquisition relief

When one company acquires all the shares in another company but the same people own both companies, you may be able to claim acquisition relief.

Reconstruction relief

There’s no Stamp Duty to pay when all or part of a company’s trade is transferred, as long as certain conditions are met. Find more on reconstruction relief.

Sales to intermediaries

There’s no Stamp Duty to pay when stock is transferred to a recognised intermediary.

Repurchases and stock lending

There’s no Stamp Duty to pay if transfers of stock meet certain conditions.

Transfers to charities

There’s no Stamp Duty to pay for transfers to charities as long as certain conditions are met.

You can find out more about the reliefs you can claim in section STM040000 of the Stamp Taxes on Shares Manual.

How to claim relief

To claim a relief from paying Stamp Duty, you should:

1. Email stampdutymailbox@hmrc.gov.uk, explaining why you want to claim it.

2. Tell us the type of relief in the email subject – failure to do this may result in delays to your claim being processed.

3. Attach a signed and dated scan or PDF of your stock transfer form or instrument of transfer – we accept e-signatures and you can use power of attorney if you need to.

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 should also include electronic copies of all relevant documents.

If you cannot get your stock transfer form or instrument of transfer (or claim letter for intra group relief) signed and dated email stampdutymailbox@hmrc.gov.uk.

Intra-group relief

For intra-group relief under section 42 of the Finance Act 1930 this will be an electronic version of the claim letter.
We will accept e-signatures. Find out what the letter should include.

Reconstruction and acquisitions

Find out about reconstruction and acquisition relief.

We’ll need a list of shareholders and the shares they hold (including class of shares) for each company rather than full copies of full registers of members (unless we specifically request them).

If you have not submitted your Stamp Duty notification electronically by email before

You should be aware and accept that there are risks in using email:

• 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.

If you cannot submit your claim electronically

You may post your claim to:

You must:

• include your contact details when submitting by post
• not post original copies of documents to these addresses – we do not keep or return them to you

If you have already posted your claim to our previous address you should resubmit it.

What happens next

If we confirm that relief is due we’ll send you a letter that will:

• detail the transactions we are confirming relief for and the verification codes
• confirm that relief has been adjudicated and the stock transfer form or instrument of transfer has been duly stamped by us, so no penalty will arise if the registrar registers the new ownership of the shares

You must send it to the registrar of the company you have bought shares in along with the stock transfer form and share certificate.

We will contact you if more information is required or if relief is not due.

If we tell you that relief is not due

You’ll need to pay the appropriate amount of Stamp Duty.

If you do not claim the relief you’ll have to pay the Stamp Duty in full.

Help and advice

Check guidance on reliefs and exemptions for Stamp Duty Reserve Tax on shares transactions made without a stock transfer form and Stamp Duty for land transfers made before December 2003.

You can contact the HMRC Stamp Taxes Helpline if:

• you’re not sure whether your transaction is exempt from Stamp Duty
• you need help in deciding whether you can claim a Stamp Duty relief