Finance Act 1973

PART V Stamp Duty

47 Stamp duty on documents relating to chargeable transactions of capital companies

(1) If at the time, or as a result, of the occurrence after 31st July 1973 of any of the transactions relating to a capital company which are specified in Part I of Schedule 19 to this Act (in this section referred to as " chargeable transactions ")—

(a) the place of effective management of the capital company is in Great Britain, or

(b) the registered office of the capital company is in Great Britain but the place of its effective management is outside the member States,

then, subject to subsection (2) below, there shall be delivered to the Commissioners, within one month of the transaction, a statement in such form and containing such particulars with respect to the transaction as the Commissioners may prescribe.

(2) The obligation to deliver a statement to the Commissioners under subsection (1) above shall not apply in relation to a chargeable transaction falling within sub-paragraph (a) or sub-paragraph (b) of paragraph 1 of Schedule 19 to this Act if the transaction consists of or includes—

(a) the formation of a company which is to be incorporated with limited liability under the [1948 c. 38.] Companies Act 1948 and is to have a share capital, or

(b) an allotment of shares in respect of which there is a duty under section 52(1) of that Act to deliver a return to the registrar of companies, or

(c) the registration of a limited partnership (which is effected by sending or delivering a statement under section 8 of the [1907 c. 24.] Limited Partnerships Act 1907 to the registrar of companies), or

(d) such a change in the contribution or liability of a member of a limited partnership as gives rise to a duty under section 9 of the Limited Partnerships Act 1907 to send or deliver a statement thereof to the registrar of companies.

(3) In any case where, by virtue of subsection (2)(a) above, there is no obligation to deliver to the Commissioners a statement under subsection (1) above with respect to a chargeable transaction, a statement with respect thereto shall be delivered to the registrar of companies, in addition to the memorandum and articles to be delivered under section 12 of the Companies Act 1948, and—

(a) that statement shall be registered by the registrar of companies upon the stamp duty chargeable in accordance with subsection (5) below being paid, and

(b) unless that statement is so registered, the registrar of companies shall not register the memorandum and articles under the said section 12.

(4) If, by virtue of subsection (2) above, there is no obligation to deliver to the Commissioners a statement under subsection (1) above with respect to a chargeable transaction, then—

(a) the return or statement required to be delivered or sent to the registrar of companies as mentioned in subsection (2) above, or

(b) the statement required to be delivered to the registrar of companies under subsection (3) above,

shall contain the like particulars with respect to the transaction as would be required to be contained in a statement under subsection (1) above if the obligation under that subsection did apply.

(5) Subject to subsection (6) below, where a chargeable transaction occurs, the relevant document shall be charged with ad valorem stamp duty of £1 for every £100 or part of £100 of the amount determined in relation to that document under Part II of Schedule 19 to this Act.

(6) If the relevant document relates to a chargeable transaction which, by virtue of Part III of Schedule 19 to this Act, is an exempt transaction for the purposes of this section then, except as provided in that Part, stamp duty shall not be chargeable on the document under subsection (5) above, but the document shall not be treated as duly stamped unless it is stamped, in accordance with section 12 of the [1891 c. 39.] Stamp Act 1891, with a particular stamp denoting either that it is not chargeable with any duty or that it is duly stamped.

(7) If a chargeable transaction occurs and the stamp duty (if any) chargeable in accordance with this section on the relevant document is not paid within one month from the date of the transaction.—

(a) the duty, if any, which is so chargeable shall be a debt due to Her Majesty from the capital company to which the transaction relates or, if that capital company is not a body corporate, shall be a debt due to Her Majesty for which each of the members of the capital company shall be jointly and severally liable; and

(b) the capital company or, if it is not a body corporate, each of its members jointly and severally shall incur a fine equal to 5 per cent, of the duty chargeable and a similar fine for every month from the date of the transaction, other than the first, during which the duty remains unpaid.

(8) The supplementary provisions in Part IV of Schedule 19 to this Act shall have effect in relation to chargeable transactions and, in consequence of the provisions of this section, the amendments in Part V of that Schedule shall have effect.

(9) In this section and in Schedule 19 to this Act—

• " registered office ", in relation to a limited partnership formed in accordance with the [1907 c. 24.] Limited Partnerships Act 1907, means the principal place of business of the partnership;

• " the relevant document ", in relation to a chargeable transaction, means the statement required to be delivered under subsection (1) above or, if subsection (2) above applies.—

  (a)

  the return or statement required to be delivered or sent to the registrar of companies as mentioned in subsection (2) above, or

  (b)

  the statement required to be delivered to the registrar of companies under subsection (3) above.

48 Capital companies

(1) For the purposes of section 47 above and Schedule 19 to this Act, the expression " capital company " means—

(a) a company incorporated with limited liability according to the law of any part of the United Kingdom;

(b) a limited partnership formed in accordance with the [1907 c. 24.] Limited Partnerships Act 1907 ;

(c) a company incorporated according to the law of a member State other than the United Kingdom;

(d) any other corporation or body of persons the shares in whose capital or assets can be dealt in on a stock exchange in a member State; or

(e) any other corporation or body of persons operating for profit, whose members have the right to dispose of their shares to third parties without prior authorisation and are responsible for the debts of the corporation or body only to the extent of their shares.

(2) For the avoidance of doubt, it is hereby declared that a unit trust (whether an authorised unit trust or not) is not, by virtue of paragraph (d) of subsection (1) above, a capital company for the purposes specified in that subsection.

49 Abolition of stamp duty on statements relating to capital and on issue of marketable securities

(1) On and after 1st August 1973 no stamp duty shall be chargeable on any statement under—

(a) section 112 or section 113 of the [1891 c. 39.] Stamp Act 1891 (on statements relating to nominal share capital of limited companies); or

(b) section 11 of the Limited Partnerships Act 1907 (on statements relating to contributions by limited partners);

unless the obligation to deliver the statement arose before that date, or the period within which it is required to be delivered or sent began on or before that date.

(2) No stamp duty shall be chargeable under section 8 of the [1899 c. 9.] Finance Act 1899 on any statement of an amount proposed to be secured by an issue of loan capital unless the obligation to deliver the statement arose before 1st January 1973; and in any case where duty has been paid under that section in respect of any statement on which, by virtue of this subsection, duty was not chargeable, the corporation, company or body of persons by whom the duty was paid shall be entitled, on making a claim in that behalf, to repayment of that duty.

(3) No stamp duty shall be chargeable by virtue of the heading "Marketable Security" in Schedule 1 to the Stamp Act 1891 on any instrument executed or made on or after 1st January 1973, but—

(a) nothing in this subsection or in the repeals effected by this Act shall affect the stamp duty chargeable on any instrument on the sale of a marketable security of any description by reference to the heading in that Schedule " Conveyance or Transfer on sale " ; and

(b) without prejudice to section 74 of the [1910 c. 8.] Finance (1909-10) Act 1910 (certain conveyances and transfers which operate as voluntary dispositions inter vivos to be chargeable with the same stamp duty as if they were conveyances on sale) any transfer, assignment, disposition or assignation of a marketable security of any description, otherwise than upon a sale thereof, shall be treated as falling within the heading in that Schedule " Conveyance or Transfer of any kind not hereinbefore described ";

and in any case where duty has been paid by virtue of the said heading " Marketable Security " in respect of an instrument on which, by virtue of this subsection, duty was not chargeable, the person by whom the duty was paid shall be entitled, on making a claim in that behalf, to repayment of that duty.

(4) In any case where—

(a) stamp duty has been paid under any of the enactments specified in subsection (1) above on a statement which was required to be delivered on or after, or within a period which began after, 1st January 1973, and

(b) before 1st August 1975 a claim is made, in such form as the Commissioners may prescribe, by the company, corporation or partners by whom the duty was paid, and

(c) in the case of a company, no claim has been made previously under subsection (5) below,

there shall be determined the amount of duty, in this section referred to as " the notional new duty ", which would have been payable by the company, corporation or partners in respect of transactions occurring in the period of seven months ending immediately before 1st August 1973 if sections 47 and 48 above and Schedule 19 to this Act had been in force on and after 1st January 1973 (with the substitution of a reference to 31st December 1972 for any reference in those provisions to 31st July 1973); and if the amount of duty paid as mentioned in paragraph (a) above exceeds the amount of the notional new duty, the company, corporation or partners shall be entitled to repayment of an amount equal to that excess.

(5) Subject to subsection (8) below, if on a claim made in such form as the Commissioners may prescribe it is proved to their satisfaction that—

(a) stamp duty has been paid in respect of the nominal share capital, or an increase in the registered or nominal share capital, of a company under section 112 or section 113 of the [1891 c. 39.] Stamp Act 1891, and

(b) on 31st July 1973, the total of the registered or nominal share capital of the company exceeds the total of its issued share capital,

the company shall be treated as having paid, on account of any duty for which it may become liable under section 47(5) above, a sum equal to that part of the duty paid as mentioned in paragraph (a) above which was so paid in respect of the excess referred to in paragraph (b) above.

(6) If at any time the nominal share capital of a company was treated as reduced under paragraph (A) of section 55(1) of the [1927 c. 10.] Finance Act 1927 (relief from capital duty in cases of reconstruction or amalgamation of companies) then, for the purposes of subsection (5) above, stamp duty shall be treated as having been paid as mentioned in that subsection, at the rate applicable when the acquisition referred to in paragraph (b) of the said section 55(1) occurred, in respect of an amount of nominal share capital equal to the amount of the reduction under the said paragraph (A).

(7) Subject to subsection (8) below, if, on 31st July 1973, the issued share capital of a company includes any shares which are not fully paid up, then, for the purposes of subsection (5) (b) above, the total of its issued share capital shall be treated as reduced by a sum equal to the total amount which remains to be paid up on those shares.

(8) If a claim is made under subsection (4) above by a company, no claim may be made by the company under subsection (5) above except at the same time as the claim under subsection (4) above; and for the purpose of any such contemporaneous claim under subsection (5) above and of determining the amount of any repayment under subsection (4) above, subsections (5) to (7) above shall have effect—

(a) as if any reference therein to 31st July 1973 were a reference to 31st December 1972 ; and

(b) as if paragraph (a) of subsection (5) above applied only to stamp duty paid on a statement which was required to be delivered before, or within a period which began on or before, 1st January 1973 ; and

(c) as if the amount which, apart from this paragraph, the company would be treated as having paid as mentioned in subsection (5) above were to be applied first in reducing or extinguishing the amount of the notional new duty (so that only the balance, if any, will be treated as specified in subsection (5) above).

(9) The repeal by this Act of section 8 of the [1899 c. 9.] Finance Act 1899 and of any other enactment amending that section shall not affect the construction of any enactment in which " loan capital" has the same meaning as in that section.

50 Temporary statutory effect of House of Commons resolution affecting stamp duties

(1) Where the House of Commons passes a resolution which—

(a) provides for the variation or abolition of an existing stamp duty other than estate duty ; and

(b) is expressed to have effect for a period stated in the resolution in accordance with the following provisions of this section ; and

(c) contains a declaration that it is expedient in the public interest that the resolution should have statutory effect under the provisions of this section ;

then, subject to subsection (3) of this section, the resolution shall for the period so stated have statutory effect as if contained in an Act of Parliament.

(2) The period to be stated in a resolution is a period expressed as beginning on a date so stated and ending on, or thirty-one days or such less number of days as may be so stated after, the earliest of the dates mentioned in this subsection ; and those dates are—

(a) the twenty-fifth day on which, after the day the resolution is passed, the House of Commons sits without a Bill containing provisions to the same effect as the resolution being read a second time and without a Bill being amended (whether by the House or a Committee of the House or a Standing Committee) so as to include such provisions;

(b) the rejection of such provisions during the passage through the House of a Bill containing them;

(c) the dissolution or prorogation of Parliament; and

(d) the expiration of the period of five months beginning with the day on which the resolution takes effect.

(3) A resolution shall cease to have statutory effect under this section if an Act comes into operation varying or abolishing the duty.

(4) The ending of the period for which a resolution has statutory effect under the provisions of this section shall not affect the validity of anything done during that period.