HMRC internal manual

Stamp Taxes on Shares Manual

STSM042350 - Exemptions and reliefs: reliefs: company reconstructions and acquisitions - general

Sections 75 and 77 of the Finance Act 1986 provide stamp duty relief for company reconstructions and acquisitions in certain circumstances.

Sections 75 and 77:

  • provide relief from stamp duty on a transfer on sale
  • relate to transactions by companies
  • refer to a ‘target company’ and an ‘acquiring company’
  • state that the consideration for the acquiring company’s acquisition must include the issue of shares in the acquiring company
  • have no time limit for relief
  • make adjudication compulsory to access the relief.

Relief under sections 75 to 77 is not available to Open-Ended Investment Companies (regulation 12 of the Stamp Duty and Stamp Duty Reserve Tax (Open-Ended Investment Companies) Regulations 1997).

The relief provided by sections 75 and 77 is subject to a number of conditions, all of which are strictly enforced (see STSM042370).

Relief under section 77 may not apply in certain circumstances (see STSM042460).