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HMRC internal manual

Inheritance Tax Manual

Stocks and shares: unlisted shares: what are unlisted shares?

Where a company does not meet the HMRC definition of listed because, for example, it is not listed on the London Stock Exchange Main Market or foreign recognised Stock Exchange (IHTM34140), its shares and securities are classified as unlisted. You may see unlisted shares referred to as ‘NQs’. You will normally be alerted to the presence of unlisted shares and securities because an IHT412 has been completed.

The company will usually be a limited company (Ltd) but may occasionally be an unlimited company, and in some circumstances a Public Limited Company (PLC). The type of activity may range from and individual operating on a local level to a large national operation, but the company’s shares will often be held by a small number of investors and relatively few (if any) share transactions occur. Consequently, without comparable sales information, it is difficult to judge what value the shares have.

Although the shares do not have a readily definable value, they must be valued for tax purposes on the open market basis of IHTA84/S160 and IHTA84/S168. The valuation must take into account a number of factors such as the size of the company and shareholding, and the company profits or assets. Generally, the valuation of unlisted shares and securities are dealt with by Shares and Assets Valuation.