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HMRC internal manual

Stamp Taxes on Shares Manual

Exemptions and reliefs: reliefs: company reconstructions and acquisitions - Section 75 - conditions for relief

Subject to the following conditions, section 75 provides relief from transfer on sale stamp duty for documents executed for the purposes of, or in connection with, the transfer of the whole or part of the undertaking of a company (the target company) to another company (the acquiring company). This type of transaction is often referred to by practitioners as a ‘demerger’.

The conditions are as follows.

  • The acquisition of the undertaking, or part undertaking, must be in pursuance of a scheme for the reconstruction of the target company.
  • The consideration for the acquisition must include the issue of non-redeemable shares in the acquiring company to all the shareholders of the target company.
  • There must be no other consideration apart from the assumption or discharge by the acquiring company of liabilities of the target company.
  • The acquisition must be effected for bona fide commercial reasons, and it must not be part of a scheme or arrangement a main purpose of which is the avoidance of certain taxes.
  • The shares must be issued on a pro rata basis so that the shareholders of the acquiring company after the acquisition are the same as those of the target company and that their proportions of shareholdings in the two companies are the same (or as nearly as may be the same).