Finance Act 1985

79 Voluntary winding-up: transfer of shares

(1) Subsection (2) below applies where a company is Voluntary being wound up altogether voluntarily and there is an arrangement under section 287 of the [1948 c. 38.] Companies Act 1948, section 582 of the [1985 c. 6.] Companies Act 1985 or section 257 of the [1960 c. 22 (N.I.).] Companies Act (Northern Ireland) 1960 whereby—

(a) its liquidator transfers to another company (company A) shares in a company (company B) which is a subsidiary of the company being wound up,

(b) company A issues relevant securities (but issues or transfers no other property) to the liquidator or a member or members of the company being wound up, and

(c) company A acquires control of company B in consequence of the transfer of shares in company B.

(2) Stamp duty under the heading " Conveyance or Transfer on Sale" in Schedule 1 to the [1891 c. 39.] Stamp Act 1891 shall not be chargeable on an instrument transferring the shares in company B to company A.

(3) Where subsection (2) above would apply but for the fact that company A not only issues relevant securities but also issues or transfers other property (whether or not it is or includes money) the value of the relevant securities shall be ignored in calculating stamp duty under the heading mentioned in that subsection on an instrument transferring the shares in company B to company A.

(4) In this section " securities " includes shares, and " relevant securities " means securities which may be registered in a register kept by or on behalf of company A and in relation to which the terms of the arrangement make no provision for partial or total conversion directly or indirectly into money (whether by way of redemption, sale or otherwise) at a time which falls or may fall before the expiry of the period of three years commencing with the day on which the arrangement is completed.

(5) For the purposes of this section relevant securities shall not be taken to have been issued unless they are registered, in a register kept by or on behalf of company A, in the name of the liquidator or member concerned of the company being wound up.

(6) References in this section to shares in company B include references to convertible loan capital of the company; and " convertible loan capital" means loan capital mentioned in section 126(2) of the [1976 c. 40.] Finance Act 1976.

(7) For the purposes of this section company A has control of company B if company A has power to control company B's affairs by virtue of holding shares in, or possessing voting power in relation to, company B or any other body corporate.

(8) In this section " subsidiary" has the same meaning as in the [1948 c. 38.] Companies Act 1948, the [1985 c. 6.] Companies Act 1985 or the [1960 c. 22 (N.I.).] Companies Act (Northern Ireland) 1960 (as the case may be).

(9) An instrument in respect of which stamp duty is not chargeable by virtue only of subsection (2) above shall not be taken to be duly stamped unless it is stamped with the duty to which it would be liable but for that subsection or it has, in accordance with section 12 of the [1891 c. 39.] Stamp Act 1891, been stamped with a particular stamp denoting that it is not chargeable with any duty. ;

(10) An instrument in respect of which reduced stamp duty is chargeable by virtue of subsection (3) above shall not be taken to be duly stamped unless it is stamped with the duty to which it would be liable but for that subsection or it has, in accordance with section 12 of the Stamp Act 1891, been stamped with a particular stamp denoting that it is duly stamped.

(11) This section applies to—

(a) instruments executed on or after 26th March 1985, and

(b) instruments executed on or after 19th March 1985 which are stamped on or after 26th March 1985.

(12) For the purposes of section 14(4) of the Stamp Act 1891 (instruments not to be given in evidence etc. unless stamped in accordance with the law in force at the time of first execution), the law in force at the time of execution of an instrument falling within subsection (11)(b) above shall be deemed to be that as varied in accordance with this section.

(13) This section shall be deemed to have come into operation on 26th March 1985.