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HMRC internal manual

Inheritance Tax Manual

HM Revenue & Customs
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Stocks and shares: unlisted shares: what are unlisted shares?

Where a company is not listed on the UK Stock Exchange, any foreign recognised Stock Exchange (IHTM34140) or alternative market, 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 or by Service share check (IHTM18021) green ink notations on the IHT411 if it has been incorrectly completed.
  • If you receive any other form of notification, such as a corrective account or IHT100 (IHTM10501), and are in any doubt as to whether the investment is listed, refer to Service, by form 516 (IHTM18080) where appropriate.

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 a sole trader to a large national operation, but the company’s shares will 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 as within 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 (IHTM18141).