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HMRC internal manual

Inheritance Tax Manual

Foreign property: inscribed and registered securities: overseas branch registers of UK companies

Remember that all UK sited assets are subject to Inheritance Tax. This includes most UK sited shares, unless they are excluded property (IHTM04151)

Under UK law a share cannot, at one and the same time, be registered on more than one register.

The rule applies even to overseas branch registers (these are branch registers of members resident in the country to which the register relates). Under the Companies Act 1985/SCH14/para4, a company that maintains an overseas branch register has to keep a duplicate of it at the place where its principal register is kept.

And ‘no transaction with respect to any shares registered in an overseas branch register shall, during continuance of the registration, be registered in any other register’ - see Companies Act 1985/SCH14/para5.

So, shares on the overseas branch register of a UK company are situated, for Inheritance Tax purposes, in the country where the register is kept.

Under the Companies Act 1985 S362 a company may maintain an overseas branch register. The countries and territories in which overseas branch registers may be kept are specified in the Companies Act 1985 SCH14. Sections 362 (4) and (5) enable the provisions for overseas branch registers to be extended by Order in Council to countries within the jurisdiction, or under the protection, of the Crown.