Exemptions and reliefs: reliefs: stamp duty group relief - making a claim
The Mechanics of Making a Claim
Letter of Claim
The legislation does not describe a precise form of words for the way in which a claim to relief should be presented. It merely provides that it be “shown to the satisfaction of the Commissioners”. A letter of claim must contain all the information below. The responsible officer who signs the letter must be able to give an unqualified statement from first-hand information.
The letter of claim should state:
- that a claim under FA30/S42, as amended, is made in respect of specific documents for transfer on sale duty,
- the authorised and issued share capitals of the subsidiary companies and of any intermediate companies at the dates of all the documents,
- whether any of the bodies corporate is in liquidation,
- what shares are held by each shareholder in each subsidiary company,
- whether it is intended that the relationship required by the legislation is to be maintained, or whether some change is envisaged,
- whether the transferee/lessee body corporate is to keep the beneficial ownership of the interest acquired or whether a transfer on is expected,
- the amount of the consideration and whether it was satisfied from cash resources, through an inter company loan account or by a third party loan,
- that none of the documents was executed in pursuance of, or in connection with, an arrangement as described in FA67/S27(3), and
- that the relationship between the companies meets the requirements of ICTA88/S413(7) as supplemented by ICTA88/SCH18.
A letter of claim is acceptable if it is signed by:
- a director, or the secretary, of the ultimate parent company or of the first common parent of the parties to the transaction,
- a member of the parent company who has the right to attend board meetings where policy is decided,
- an in-house solicitor of the parent company,
- a director or the secretary of the subsidiary company if he/she is supported by a letter from a board member or the secretary of the parent company,
- a lawyer acting for the parent company, or
- an administrator or receiver appointed to the parent company under the Insolvency Act.
Enclosures with the letter of claim
The letter of claim should be accompanied by:
- originals of the documents mentioned in the letter,
- certified copies of all those documents,
- a certified copy of the Register of Members of all subsidiary and intermediate companies,
- where the parties to the transaction are indirectly associated, a family tree where the consideration was provided from cash resources, a copy of the latest accounts of the transferee company,
- a copy of any agreement with a third party about the provision of the consideration, and
- copies of correspondence, agreements, board minutes and any other writings which concern any decision or intention to discontinue the relationship between the parties or the ownership of the property.
Shortened Form of letter of claim
For a year after the date of an Agreement for Sale which has been relieved from duty a shortened form of letter of claim may be accepted in respect of the instruments of transfer arising from that Agreement. It should certify that all the statements made in the earlier letter of claim and in the ensuing correspondence (if appropriate) still applied at the date of the instrument in respect of which relief is being claimed.
Qualified letters of claim
Letters of claim qualified by phrases such as ‘as far as I am aware’ are not acceptable. The responsible officer signing the letter must be in a position to make an unqualified statement from first-hand information. If he/she is not aware of all the facts and circumstances he/she should acquaint him/herself of them. If a company’s solicitor states ‘I am informed and verily believe’ that should be accepted.