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HMRC internal manual

Stamp Taxes on Shares Manual

HM Revenue & Customs
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Exemptions and reliefs: reliefs: stamp duty group relief - company in liquidation

When a company goes into liquidation, whether voluntary or compulsory, it ceases to be the beneficial owner of its assets. Accordingly no relief may be given where the transferor is in liquidation except that relief may be allowed where a subsidiary company enters into an agreement for the sale of property and subsequently goes into liquidation. This is because the conveyance is stampable on the transfer of the equitable interest which passed before liquidation. This, however, does not apply in Scotland, so a Scottish document will not be granted relief.

If the company in liquidation is a 100% subsidiary and its debts have been satisfied, or provision made for them, without need for the property to be sold then the beneficial interest in the property will have vested in the parent by operation of law. A transfer of the property from subsidiary to parent would not affect the beneficial interest.

If in similar circumstances the property was transferred not to the parent but instead to a fellow subsidiary relief may be available. This is because the effect of the document is to transfer the beneficial interest from the parent to the transferee subsidiary.