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HMRC internal manual

Stamp Taxes on Shares Manual

Exemptions and reliefs: reliefs: Section 77A -Disqualifying arrangements

For stamp duty relief to be available under FA86/S77(1), the provisions at FA86/S77(3)(i) require there to be no disqualifying arrangements in existence at the time the instrument transferring the shares under the share for share exchange is executed.

FA86/S77A(2) defines “disqualifying arrangements”.

Arrangements are “disqualifying arrangements” if it is reasonable to assume that the purpose or one of the purposes of the arrangements is to secure that—

  • a particular person obtains control of the acquiring company, or
  • particular persons together obtain control of that company.

 “Control” is to be read in accordance with CTA2010/S1124.

“Acquiring company” has the meaning given by FA86/S77(1).

“Arrangements” includes any agreement, understanding or scheme (whether or not legally enforceable).   

The fact that arrangements are conditional or contingent does not prevent them from being disqualifying arrangements if it is reasonable to assume that the purpose or one of the purposes of the arrangements is for a particular person or particular persons together to obtain control of the acquiring company.