Guidance

Stamp Duty: company purchase of own shares held on an overseas branch register

Published 11 December 2014

© Crown copyright 2014

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This publication is available at https://www.gov.uk/government/publications/sd-company-purchase-of-shares-held-on-an-overseas-branch-register/stamp-duty-company-purchase-of-own-shares-held-on-an-overseas-branch-register--2

HM Revenue and Customs (HMRC) has previously taken the view that, where a company buys back its own shares held on an overseas branch register, then the return that the company is required to send to Companies House is chargeable with Stamp Duty at the rate of 0.5 per cent under the provisions of section 66 FA 1986.

This view has recently been challenged and HMRC has taken legal advice. HMRC now considers that a company’s purchase of its own shares held on an overseas branch register is relieved from Stamp Duty by Section 133 Companies Act 2006 (formerly paragraph 8 of Schedule 14 of the Companies Act 1985) unless the return which relates to the shares bought back and which is to be delivered to Companies House (currently, form SH03) is executed in the UK. Claims to repayment of Stamp Duty paid made within two years of the date of the instrument (S10 Stamp Duty Management Act 1891) may be now made by any company that has purchased its own shares held on the company’s overseas branch register.

1. How to claim a refund

To claim a refund it will be necessary for the original return submitted to Companies House to be sent to HMRC as that instrument bears the relevant stamps which will need to be cancelled. Companies House will not release these documents direct to the company they will however, send the documents directly to HMRC on request. The request must be made within two years of the date of the instrument (S10 Stamp Duty Management Act 1891).

If a company wants to make a claim you should write to HMRC with the following information:

  • the amount and type of shares bought by the company
  • the overseas branch register from which the shares have been purchased/removed
  • the amount of stamp duty paid
  • the date of the original transaction
  • a photo copy (should one have been retained) of the stamped document

You should note your letter ‘Company Purchase of Own Shares held on Overseas Branch Register’ and send to:

Stamp Duty Team
Birmingham Stamp Office
9th. Floor
City Centre House
30, Union Street
Birmingham
B2 4AS

HMRC will provide the claimant company with a reference number. The company should write to Companies House quoting the reference number and ask Companies House to send the original document(s) to Birmingham Stamp Office quoting the HMRC reference number and headed ‘Company Purchase of Own Shares held on an Overseas Branch Register’.

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