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HMRC internal manual

Stamp Taxes on Shares Manual

HM Revenue & Customs
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Partnerships: Changes in a partnership: contributions to a new partnership

A document executed merely to set up a new partnership is generally not chargeable with ad valorem stamp duty because the simple pooling of assets on the formation of a partnership does not constitute a sale, as no consideration is provided by a purchaser. Therefore the contribution of stock or marketable securities on formation of a new partnership will not give rise to stamp duty. There is the supporting argument that, because of the mutual covenants of the partners to act in concert and the retention of an interest in the partnership property, the partnership interest created by the contribution is as a consequence of, rather than as consideration for, the property contributed.