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HMRC internal manual

Inheritance Tax Manual

Foreign property: Canadian companies: transfer agencies

Many companies incorporated under Canadian law keep a register, or branch register, of transfers kept by one of the company’s duly appointed ‘transfer agents’, not a register of shareholders as with UK companies.

When considering the question ‘where could the shares be effectively dealt with?’ (Brassard v Smith), to find out where the shares can be taxed we must find out where the company has established transfer agents to operate a register, or branch register, of transfers. There is usually more than one transfer agent to which the shareholder could transfer their holding, regardless of where the share certificate was issued. Some (but relatively few) companies have transfer agents in the UK. These equally available transfer arrangements in various places are said to be ‘interchangeable’. For the purposes of situs in relation to Inheritance Tax they can be taken as equivalent to duplicate or multiple registers (IHTM27125).

This applies:

  • to shares registered in the name of the taxpayer or their nominee (including marking names),
  • whether or not the share certificates are endorsed in blank (Treasurer of Ontario v Aberdein [1947] AC 24,
  • whether the company in question was incorporated under Canadian dominion or provincial law.