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HMRC internal manual

Stamp Taxes on Shares Manual

Exemptions and reliefs: reliefs: stamp duty group relief - independent transactions

The provisions of FA67/S27 (STSM042270) are not intended to bar relief where there are independent transactions. A parent may, for example, buy property in the open market and pay the proper stamp duty and then claim relief on a subsequent transfer to its subsidiary.

It is, therefore, necessary to find that the instruments in question were executed in pursuance of or in connection with an arrangement before sub-sections 27(3)(a)-(c) can be invoked. They cannot be applied in isolation. The words ‘or in connection with’ are wider than ‘in pursuance of’ and they aptly cover a series of acts. The rider to paragraph (a) gives added strength to that paragraph in that the consideration is deemed to be provided indirectly by an outsider where under an arrangement the body providing the consideration is enabled to do so, or the body receiving the consideration parts with any of it, as a result of the payment of money or the provision of any other consideration by an outsider under another transaction.

The term ‘arrangement’ in section 27(3) is very wide. It includes a plan, scheme or understanding between two or more persons, including the outsider, which consists of a number of steps which are to be taken to bring about a certain result (IRC v Payne [1940] 23 TC 610 at 626, CA). All the steps should be regarded as a single transaction (Escoigne Properties Ltd v IRC [1958] AC 549). It is not necessary for the arrangement to be enforceable in law, nor need the parties have agreed at the outset every step which was eventually taken (Crossland v Hawkins [1961] Ch 537 and 2 All ER 821; Newton v Commissioners of Taxation of Australia [1958] AC 450 and 2 All ER 759; Shop and Store Developments Ltd v IRC [1967] 1 All ER 42). There must, however, be a degree of certainty of intention to act in the arranged way. The onus is on the customer to show that any negotiations were fluid at the relevant time.