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HMRC internal manual

Stamp Taxes on Shares Manual

Companies and shareholders: company takeovers: relief for company acquisitions and reconstructions

Relief from the stamp duty charge is available for certain transfers where a company acquires the whole of the share capital of another company in return for shares on a ‘like for like’ basis (FA 1986/S75 to S77). Availability of the relief is subject to conditions- see STSM042350 to STSM042420.

These reliefs recognise that reconstructions and takeovers of companies often occur for genuine commercial reasons unrelated to tax. Broadly, stamp duty does not apply to the instruments of transfer provided that no consideration changes hands and the economic ownership of the assets remains in the same hands.