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HMRC internal manual

Stamp Taxes on Shares Manual

Exemptions and Reliefs: reliefs: checklist for S75 and S77 claims

Relief from Stamp Duty under S75/77 Finance Act 1986 in connection with Company Reconstructions

1.    These guidance notes set out the information you need to let us have when you make a claim under one of the above sections. If you provide us with all the information we need when you first make the claim it will help us to deal with your claim quickly and efficiently.

2.    The claim should be made in a letter signed by a responsible officer of the acquiring company (e.g. the secretary or director) or the company’s professional advisers. We have standard draft letters of claim available which you may wish to use when drawing up your application for relief. These are available through our published guidance at:

S75:https://www.gov.uk/hmrc-internal-manuals/stamp-taxes-shares-manual/stsm042440

S77:https://www.gov.uk/hmrc-internal-manuals/stamp-taxes-shares-manual/stsm042430 

3.    The information we need depends upon the section under which you are claiming relief. The paragraphs which follow set out our requirements. In the grid below, a ‘yes’ entry means the information must be supplied before we are able to confirm the relief you have claimed is due.

4.    Information to be included in the letter claiming relief:

      S75 S77
         
a                                i the name, the full address of the registered office and registered number of the acquiring company at the date of the agreement or offer Yes Yes
                                ii the authorised and issued capital of the acquiring company at the date of the agreement or offer Yes Yes
b                            i the name and registered number of the target company at the date of the agreement or offer    
  Yes Yes      
    ii the authorised and issued capital of the target company at the date of the agreement or offer Yes Yes
  c   details of the transaction Yes Yes
  d   a statement of the consideration paid and how it was satisfied Yes Yes
  e   reasons for the transaction, and whether an application for clearance under S138 or S139 TCGA 1992 or S707 ICTA 1988 has been made to HMRC Clearance and Counteraction Team, if known Yes* Yes*
  f   confirmation that the shares in the acquiring company have been issued to the shareholders of the target company and that their names have been entered on the Register of Members Yes              Yes
  g   confirmation that no part of the consideration for the acquisition consisted of the issue of redeemable shares in the acquiring company Yes No
  h   Confirmation that there are no disqualifying arrangements under section 77A in existence at the time of the acquisition of the target company shares. No Yes

 

5.    Supporting information which must accompany the claim for relief.

      S75 S77
         
a   A copy of the certificate of incorporation of all companies and all changes of names. Yes Yes
b   A certified copy of the register of members for the target company immediately prior to the transaction certified by a named, identifiable individual who is either the registrar or the company secretary (A list of all members of the target company immediately prior to the transaction, certified by the Registrar detailing the shares held by each shareholder may be accepted in place of the register of members). Yes Yes
c   A certified copy of the register of members for the acquiring company immediately after the transaction certified by a named, identifiable individual who is either the registrar or the company secretary (A list of all members of the acquiring company immediately after the transaction for which relief is claimed, certified by the Registrar detailing the shares held by each shareholder may be accepted in place of the register of members). Yes Yes
d   A copy of any application for clearance referred to at 4.e. above, together with copies of any correspondence with the HMRC; sufficient evidence must be supplied to enable the companies to be identified – such applications often refer to ‘Newco’, ‘Company A’ etc. Yes* Yes*
e   A copy of the agreement or offer document. Yes Yes
f   The original instruments of transfer (and copies for our retention). Yes Yes
g   Details of any related or subsequent transactions to the acquisition which form part of the arrangement. No Yes

 

6.    Letters of claim should be sent to HMRC Stamp Taxes, 9th Floor, City Centre House, 30, Union Street, Birmingham, B2 4AR.

 

       When forwarding your claim for relief please state any related HMRC reference.

 

  • If advance clearance was not obtained the following further information is required as a request will be made to HMRC Clearance & Counteraction Team:

 

i)     a copy of the latest accounts of the Target Company;

ii)    full details of any scheme or arrangement of which the acquisition of the Target Company forms a part;

iii)   confirmation, if appropriate, that the shares in the Target Company are still held by the Acquiring Company and that there is no intention to dispose of them; and

iv)   a full detailed note of the underlying bona fide commercial reasons for  undertaking the acquisition.