Part IVStamp Duty Reserve Tax

The principal charge

90Section 87: other exceptions

(1)

Section 87 above shall not apply as regards an agreement to transfer a unit under a unit trust scheme F1to or from the managers under the scheme.

F2(1A)

Section 87 above shall not apply as regards an agreement to transfer a unit under a unit trust scheme if an instrument executed at the same time as the agreement and giving effect to the agreement would be exempt from stamp duty (if stamp duty were otherwise chargeable) by virtue of—

(a)

section 42 of the Finance Act 1930 or section 11 of the Finance Act (Northern Ireland) 1954 (transfers between associated companies), or

(b)

regulations under section 87(2) of the Finance Act 1985 (power to exempt instruments from stamp duty of fixed amount) F3, or

(c)

section 96 of the Finance Act 1997 (demutualisation of insurance companies).

F4(1B)

Section 87 above shall not apply as regards an agreement to transfer trust property to the unit holder on the surrender to the managers of a unit under a unit trust scheme F5if the unit holder is to receive only such part of each description of asset in the trust property as is proportionate to, or as nearly as practicable proportionate to, the unit holder's share.

F6For these purposes there is a surrender of a unit where—

(a)

a person (“P”) authorises or requires the trustees or managers of a unit trust scheme to treat P as no longer interested in a unit under the scheme, or

(b)

a unit under the unit trust scheme is transferred to the managers of the scheme,

and the unit is a chargeable security.

(2)

F7. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(3)

Section 87 above shall not apply as regards an agreement to transfer securities constituted by or transferable by means of —

F8(a)

a non-UK bearer instrument;

F9(b)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F10(3A)

Section 87 above shall not apply as regards an agreement to transfer chargeable securities constituted by or transferable by means of F11a UK bearer instrument unless subsection (3B), (3C) or (3E) below applies to the instrument.

(3B)

This subsection applies to any instrument which falls within F12the exemption conferred by paragraph 16 of Schedule 15 to the Finance Act 1999 (renounceable letters of allotment etc.).

(3C)

This subsection applies to an instrument if—

(a)

the instrument was issued by a body corporate incorporated in the United Kingdom F13(other than an SE which has its registered office outside the United Kingdom following a transfer in accordance with Article 8 of Council Regulation (EC) 2157/2001 on the Statute for a European Company (Societas Europaea)); F14and

F15(b)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(c)

the instrument is not exempt.

(3D)

An instrument is exempt for the purposes of subsection (3C) above if—

(a)

the chargeable securities in question are, or a depositary receipt for them is, listed on a recognised stock exchange; and

(b)

the agreement to transfer those securities is not made in contemplation of, or as part of an arrangement for, a takeover of the body corporate which issued the instrument.

(3E)

This subsection applies to an instrument if—

(a)

the instrument was issued by a body corporate incorporated in the United Kingdom F16 (other than an SE which has its registered office outside the United Kingdom following a transfer in accordance with Article 8 of Council Regulation (EC) 2157/2001 on the Statute for a European Company (Societas Europaea));

F17(b)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(c)

by virtue of section 79(5) (convertible loan capital) or 79(6) (loan capital carrying special rights) above, stamp duty would be chargeable on an instrument transferring the loan capital to which the instrument relates; and

(d)

the instrument is not exempt.

(3F)

An instrument is exempt for the purposes of subsection (3E) above if—

(a)

the chargeable securities in question are, or a depositary receipt for them is, listed on a recognised stock exchange;

(b)

the agreement to transfer those securities is not made in contemplation of, or as part of an arrangement for, a takeover of the body corporate which issued the instrument; and

(c)

those securities do not carry any right of the kind described in section 79(5) above (right of conversion into, or acquisition of, shares or other securities) by the exercise of which F18chargeable securities which are not listed on a recognised stock exchange may be obtained.

(4)

Section 87 above shall not apply as regards an agreement which forms part of an arrangement.

F19(a)

falling within section 93(1) or 96(1) below F20, or

(b)

which would fall within section 93(1) or section 96(1) if the references in section 93 or section 96 (as the case may be) to the transfer of chargeable securities included the issue of chargeable securities.

F21(5)

Section 87 above shall not apply as regards an agreement to transfer securities which the Board are satisfied are held, when the agreement is made, by a person within subsection (6) below.

(6)

A person is within this subsection if his business is exclusively that of holding shares, stock or other marketable securities —

(a)

as nominee or agent for a person whose business is or includes the provision of clearance services for the purchase and sale of shares, stock or other marketable securities, and

(b)

for the purpose of such part of the business mentioned in paragraph (a) above as consists of the provision of such clearance services (in a case where the business does not consist exclusively of that); and in this subsection, 'marketable securities' shall be construed in accordance with section 122(1) of the Stamp Act 1891 M1.

F22(7)

Section 87 above shall not apply as regards an agreement to transfer securities to —

(a)

F23a charitable company, or

(b)

the trustees of F24a charitable trust, or

(c)

the Trustees of the National Heritage Memorial Fund, or

(d)

the Historic Buildings and Monuments Commission for England. F25...

F25(e)

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F26(7A)

Section 87 above does not apply as regards an agreement to transfer any shares in a company which are held by the company (whether in accordance with section F27724 of the Companies Act F272006 (treasury shares) or otherwise).

F28(7B)

Section 87 above does not apply as regards—

(a)

an agreement to transfer chargeable securities—

(i)

to a depositary under an authorised contractual scheme, to be held as part of the property subject to the scheme, in exchange for the issue of units in the scheme (and for no other consideration);

(ii)

between depositaries under the same authorised contractual scheme;

(b)

an agreement to transfer units in an authorised contractual scheme.

(7C)

In subsection 7(B), “authorised contractual scheme” has the meaning given in section 237(3) of the Financial Services and Markets Act 2000 and “depositary” and “units” have the meaning given in section 237(2) of that Act.

(7D)

Subsection (7B) shall not apply where the agreement forms part of arrangements of which the main purpose, or one of the main purposes, is the avoidance of stamp duty or stamp duty reserve tax.

F29(8)

For the purposes of subsections (3D) and (3F) above—

(a)

references to a depositary receipt for chargeable securities shall be construed in accordance with section 94(1) below;

F30(b)

references to anything listed on a recognised stock exchange shall be construed in accordance with section 1005 of the Income Tax Act 2007;

(c)

there is a takeover of a body corporate if a person, on his own or together with connected persons, loses or acquires control of it.

(9)

For the purposes of subsection (8) above—

(a)

any question whether a person is connected with another shall be determined in accordance with section 286 of the M2Taxation of Chargeable Gains Act 1992;

(b)

“control” shall be construed in accordance with F31sections 450 and 451 of the Corporation Tax Act 2010 .