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HMRC internal manual

Stamp Taxes on Shares Manual

Scope of stamp duty on shares: stamp duty: basics of a charge: debt assumed - examples

Example 1

A sells some shares to B. The agreed price is £5,000 and B agrees to pay all of A’s outstanding broking fees which amount to £7,000. The total chargeable consideration is £12,000.

Example 2

A is the 100 per cent shareholder of a company which has debts of £50,000. He agrees to sell the company to B for £100,000. The chargeable consideration is £100,000 as that is the consideration for the shares. That consideration is not affected by whether B decides to put funds into the company to discharge the debt or not as A is not being released from the debt. The debt is the company’s.