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HMRC internal manual

Stamp Taxes on Shares Manual

Scope of stamp duty on shares: stamp duty: basics of a charge: essentials of a sale

A contract for sale has four main components:

  • a vendor (or seller)
  • a purchaser (or buyer)
  • the thing sold
  • an agreed price in money paid or promised.

The vendor is the person or entity that currently owns the thing. Vendor may be singular or plural.

The purchaser is the person or entity that wishes to have the thing. Purchaser may be singular or plural.

The thing sold is the item, real or intangible, that passes from the vendor to the purchaser. Any number of items may be covered by one contract or transaction.

The price is what passes from the purchaser to the vendor. It is what the vendor regards as sufficient recompense for the loss of the thing sold. It will have been agreed in advance and may consist of more than one element. It is often referred to as the consideration. The types of consideration for Stamp Duty (SD) purposes are cash (STSM021050), debt (STSM021070) and marketable securities (STSM021060).

If any of these elements is missing the transaction is not a sale.