(1)Subject to subsection (9) below, subsection (2) or (3) below (as the case may be) applies where an instrument F2... transfers relevant securities of a company incorporated in the United Kingdom to a person who at the time of the transfer falls within subsection (6), (7) or (8) below.
[F3(1A)For the purposes of subsection (1) “instrument” does not include—
(a)a bearer instrument (see subsection (9A));
(b)an exempt capital-raising instrument (see section 72ZA);
(c)an exempt listing instrument (see section 72ZB).]
[F4(2)If stamp duty is chargeable on the instrument under Part I of Schedule 13 to the Finance Act 1999 (conveyance or transfer on sale), the rate at which that duty is chargeable is [F51.5% of—
(a)the amount or value of the consideration for the sale to which the instrument gives effect, or
(b)where subsection (2A) applies—
(i)the amount or value of the consideration for the sale to which the instrument gives effect, or
(ii)if higher, the value of the securities at the date the instrument is executed.]
[F6(2A)This subsection applies where the instrument transferring the securities is executed pursuant to—
(a)the exercise of an option to buy or to sell the securities, and
(b)either—
(i)a term of the option which provides for the securities to be transferred to the person falling within subsection (6), (7) or (8), or
(ii)a direction, given by or on behalf of the person entitled or bound to acquire the securities pursuant to the exercise of the option, for the securities to be so transferred.]
(3)[F7[F8If stamp duty is not chargeable on the instrument under Part 1 of Schedule 13 to the Finance Act 1999 (transfer on sale)]—
(a)stamp duty is chargeable on the instrument under this subsection, and
(b)]subject to subsection (5), the rate at which that duty is chargeable is 1.5% of the value of the securities at the date the instrument is executed.]
(4)F9. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(5)In a case where —
(a)securities are issued, or securities sold are transferred, and (in either case) they are to be paid for in instalments,
(b)the person to whom they are issued or transferred holds them and transfers them to another person when the last instalment is paid,
(c)the transfer to the other person is effected by an instrument in the case of which subsection (3) above applies,
(d)before the execution of the instrument mentioned in paragraph (c) above an instrument is received by a person falling (at the time of the receipt) within subsection (6), (7) or (8) below,
(e)the instrument so received evidences all the rights which (by virtue of the terms under which the securities are issued or sold as mentioned in paragraph (a) above) subsist in respect of them at the time of the receipt, and
(f)the instrument mentioned in paragraph (c) above contains a statement that paragraphs (a), (b) and (e) above are fulfilled,
subsection (3) above shall have effect as if the reference to the value there mentioned were to an amount (if any) equal to the total of the instalments payable, less those paid before the transfer to the other person is effected.
(6)A person falls within this subsection if his business is exclusively that of holding relevant securities —
(a)as nominee or agent for a person whose business is or includes issuing depositary receipts for relevant securities, and
(b)for the purposes of such part of the business mentioned in paragraph (a) above as consists of issuing such depositary receipts (in a case where the business does not consist exclusively of that).
(7)A person falls within this subsection if —
(a)he is specified for the purposes of this subsection by the Treasury by order made by statutory instrument, and
(b)his business is or includes issuing depositary receipts for relevant securities.
(8)A person falls within this subsection if —
(a)he is specified for the purposes of this subsection by the Treasury by order made by statutory instrument,
(b)he does not fall within subsection (6) above but his business includes holding relevant securities as nominee or agent for a person who falls within subsection (7)(b) above at the time of the transfer, and
(c)he holds relevant securities as nominee or agent for such a person, for the purposes of such part of that person's business as consists of issuing depositary receipts for relevant securities (in a case where that business does not consist exclusively of that).
[F10(8A)Where an instrument transfers shares or stock or marketable securities admitted to trading on a recognised growth market but not listed on any market, subsections (2) to (5) do not apply and stamp duty is not chargeable on the instrument.
(8B)In subsection (8A) “listed” and “recognised growth market” are to be construed in accordance with section 99A below.]
(9)Where an instrument transfers relevant securities of a company incorporated in the United Kingdom —
(a)to a company which at the time of the transfer falls within subsection (6) above F11. . . , and
(b)from a company which at that time falls within that subsection F11. . . ,
subsections (2) to (5) above shall not apply and [F12stamp duty is not chargeable on the instrument].
[F13(9ZA)Where an instrument transfers shares in a company which are held by the company (whether in accordance with section 724 of the Companies Act 2006 (treasury shares) or otherwise), subsections (2) to (5) do not apply and stamp duty is not chargeable on the instrument.]
[F14(9A)In this section “bearer instrument” has the meaning given in paragraph 3 of Schedule 15 to the Finance Act 1999.]
(10)This section applies to any instrument executed on or after the day on which the rule of The Stock Exchange that prohibits a person from carrying on business as both a broker and a jobber is abolished.
Textual Amendments
F1Words in s. 67 heading inserted (with effect in accordance with Sch. 11 para. 25 of the amending Act) by Finance Act 2024 (c. 3), Sch. 11 para. 2(a)
F2Words in s. 67(1) omitted (with effect in accordance with Sch. 11 para. 25 of the amending Act) by virtue of Finance Act 2024 (c. 3), Sch. 11 para. 2(b)
F3S. 67(1A) inserted (with effect in accordance with Sch. 11 para. 25 of the amending Act) by Finance Act 2024 (c. 3), Sch. 11 para. 2(c)
F4S. 67(2)(3) substituted (with effect as mentioned in s. 112(6) of the amending Act) by Finance Act 1999 (c. 16) ss. 112(4), Sch. 14 para. 12(2) (with s. 122)
F5Words in s. 67(2) substituted (with effect in accordance with s. 138(6) of the amending Act) by Finance Act 2016 (c. 24), s. 138(2)(a)
F6S. 67(2A) inserted (with effect in accordance with s. 138(6) of the amending Act) by Finance Act 2016 (c. 24), s. 138(2)(b)
F7Words in s. 67(3) substituted (with effect in accordance with s. 99(2) of the amending Act) by Finance Act 2008 (c. 9), Sch. 32 para. 14(3) (with Sch. 32 para. 23)
F8Words in s. 67(3) substituted (with effect in accordance with s. 138(6) of the amending Act) by Finance Act 2016 (c. 24), s. 138(2)(c)
F9S. 67(4) repealed (with application as mentioned in s. 99(5) of the amending Act) by Finance Act 1997 (c. 16) ss. 99(1), 113, Sch. 18 Pt. VII Note 2
F10S. 67(8A)(8B) inserted (with effect in accordance with Sch. 24 para. 12(4) of the amending Act) by Finance Act 2014 (c. 26), Sch. 24 para. 9
F11Words in s. 67(9) repealed (with effect as mentioned in s. 134(5) of the amending Act) by Finance Act 2000 (c. 17), ss. 134(3), 156, Sch. 40 Pt. III Note 2
F12Words in s. 67(9) substituted (with effect in accordance with s. 99(2) of the amending Act) by Finance Act 2008 (c. 9), Sch. 32 para. 6
F13S. 67(9ZA) inserted (with effect in accordance with Sch. 11 para. 25 of the amending Act) by Finance Act 2024 (c. 3), Sch. 11 para. 2(d)
F14S. 67(9A) inserted (with effect in accordance with s. 99(2) of the amending Act) by Finance Act 2008 (c. 9), Sch. 32 para. 14(4) (with Sch. 32 para. 23)
(1)A person whose business is or includes issuing depositary receipts for relevant securities of a company incorporated in the United Kingdom shall notify the Commissioners of that fact before the end of the period of one month beginning with the date on which he first issues such depositary receipts.
(2)A person whose business includes (but does not exclusively consist of) holding relevant securities (being securities of a company incorporated in the United Kingdom)—
(a)as nominee or agent for a person whose business is or includes issuing depositary receipts for relevant securities, and
(b)for the purposes of such part of the business mentioned in paragraph (a) above as consists of issuing such depositary receipts (in a case where the business does not consist exclusively of that),
shall notify the Commissioners of that fact before the end of the period of one month beginning with the date on which he first holds such relevant securities as such a nominee or agent and for such purposes.
(3)A company which is incorporated in the United Kingdom and becomes aware that any shares in the company are held by a person such as is mentioned in subsection (1) or (2) above shall notify the Commissioners of that fact before the end of the period of one month beginning with the date on which the company first becomes aware of that fact.
(4)A person who fails to comply with subsection (1) or (2) above shall be liable to a [F15penalty] not exceeding £1,000.
(5)A company which fails to comply with subsection (3) above shall be liable to a [F15penalty] not exceeding £100.
(6)F16. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Textual Amendments
F15Word in s. 68(4)(5) substituted (with effect as mentioned in s. 114(2) of the amending Act) by Finance Act 1999 (c. 16), s. 114(1), Sch. 17 para. 8
F16S. 68(6) repealed (with effect as mentioned in Sch. 20 Pt. V(3) Note of the amending Act) by Finance Act 1999 (c. 16), s. 139, Sch. 20 Pt. V(3)
(1)For the purposes of [F17sections 67, 68 and 72ZB] a depositary receipt for relevant securities is an instrument acknowledging—
(a)that a person holds relevant securities or evidence of the right to receive them, and
(b)that another person is entitled to rights, whether expressed as units or otherwise, in or in relation to relevant securities of the same kind, including the right to receive such securities (or evidence of the right to receive them) from the person mentioned in paragraph (a) above,
except that for those purposes a depositary receipt for relevant securities does not include an instrument acknowledging rights in or in relation to securities if they are issued or sold under terms providing for payment in instalments and for the issue of the instrument as evidence that an instalment has been paid.
(2)The Treasury may by regulations provide that for subsection (1) above (as it has effect for the time being) there shall be substituted a subsection containing a different definition of a depositary receipt for the purposes of sections 67 and 68 above.
(3)References in this section and sections 67 and 68 above to relevant securities, or to relevant securities of a company, are to shares in or stock or marketable securities of any company (which, unless otherwise stated, need not be incorporated in the United Kingdom).
(4)For the purposes of [F18section 67(2)(b)(ii) and (3)] above the value of securities at the date the instrument is executed shall be taken to be the price they might reasonably be expected to fetch on a sale at that time in the open market.
(5)F19. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(6)F20. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(7)F20. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(8)F20. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(9)The power to make regulations or an order under this section shall be exercisable by statutory instrument subject to annulment in pursuance of a resolution of the House of Commons.
Textual Amendments
F17Words in s. 69(1) substituted (with effect in accordance with Sch. 11 para. 25 of the amending Act) by Finance Act 2024 (c. 3), Sch. 11 para. 3
F18Words in s. 69(4) substituted (with effect in accordance with s. 138(6) of the amending Act) by Finance Act 2016 (c. 24), s. 138(3)
F19S. 69(5) repealed (with effect as mentioned in Sch. 20 Pt. V(1) Notes 1, 2 of the amending Act) by Finance Act 1999 (c. 16), s. 139, Sch. 20 Pt. V(1)
F20S. 69(6)-(8) repealed (with application as mentioned in s. 99(5) of the amending Act) by Finance Act 1997 (c. 16), ss. 99(2)(b), 113, Sch. 18 Pt. VII Note 2