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HMRC internal manual

Stamp Taxes on Shares Manual

HM Revenue & Customs
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Partnerships: Changes in a partnership: incorporation of a partnership and formation of an LLP

When a partnership is incorporated there may be a transfer to a company of partnership holdings of stock or marketable securities or a partnership interest with underlying stock or marketable securities, in exchange for shares in the company. An instrument effecting such a transfer will be chargeable to stamp duty as a transfer on sale in the normal way. There is also no relief from any Stamp Duty Reserve Tax charge that might arise.

However, section 12 of the Limited Liability Partnerships Act 2000 gives relief from stamp duty on the formation of a Limited Liability Partnership (LLP). See STSM022150.