Stamp Duty Reliefs on Share Transfers

When you transfer shares on paper, you may not have to pay Stamp Duty if your transaction qualifies for relief or is exempt. Understanding which reliefs apply to your situation can save your company money, but you'll need to follow the correct procedures to claim them. This guide explains the main reliefs available and how to apply for them.

Understanding exemptions vs reliefs

There's an important difference between exemptions and reliefs:

Exemptions mean no Stamp Duty is due and you don't need to contact HMRC at all. You simply complete the stock transfer form and send it to the company registrar.

Reliefs reduce or eliminate Stamp Duty, but you must submit a claim to HMRC even if the relief reduces the duty to nil.

Which share transfers are exempt

The following share transfers are exempt from Stamp Duty. You don't need to pay anything or notify HMRC:

• Shares you receive as a gift where you pay nothing in return
• Shares transferred between spouses or civil partners on marriage or entering a civil partnership
• Shares transferred between trustees of the same trust
• Shares held as security for a loan that are returned to you when you repay the loan
• Shares inherited through someone's will
• Shares transferred on divorce or dissolution of a civil partnership
• Shares admitted to trading on a recognised growth market but not listed on any market
• Shares distributed by a liquidator to shareholders when a business is wound up
• Transfers to beneficiaries when a trust is being wound up
• Certain types of loan capital

If you give any consideration (payment or other value) for the shares, you must complete the stock transfer form showing the transaction details. If that consideration exceeds £1,000 but an exemption still applies, you'll need to complete the second exemption certificate on the back of the stock transfer form.

Main reliefs for share transfers

Intra-group relief

If companies within the same group transfer shares or land between themselves, they can claim intra-group relief under section 42 of the Finance Act 1930. Both companies must be members of the same group, and specific conditions must be met.

This relief is particularly useful for corporate reorganisations where shares are moved between subsidiaries or holding companies within a group structure.

Transfers to charities

Transfers of shares to registered charities attract relief from Stamp Duty, provided certain conditions are met. This applies when shares are donated or sold to a charity.

Acquisition relief

When one company acquires all the shares in another company and the same people own both companies, you may be able to claim acquisition relief. This prevents Stamp Duty applying where there's no real change in underlying ownership.

Reconstruction relief

When all or part of a company's trade is transferred and certain conditions are met, no Stamp Duty is due. This relief supports genuine business reconstructions where the economic ownership doesn't fundamentally change.

Sales to intermediaries

Transfers of stock to recognised intermediaries (such as market makers or share dealers) can qualify for relief from Stamp Duty.

Repurchases and stock lending

If transfers of stock meet certain conditions relating to repurchase arrangements or stock lending transactions, no Stamp Duty is payable.

How to claim relief

Since 27 March 2020, relief claims are submitted electronically. When HMRC confirms relief has been granted, the stock transfer form is deemed duly stamped for all purposes—you don't need to resubmit documents for physical stamping.

To claim relief:

1. Email stampdutymailbox@hmrc.gov.uk

2. State the type of relief you're claiming in the email subject line (this is important to avoid delays)

3. Attach a signed and dated scan or PDF of your stock transfer form or instrument of transfer (e-signatures are accepted)

4. Include electronic copies of all relevant supporting documents

5. Explain why you're claiming the relief

For intra-group relief specifically

You need to submit an electronic version of a claim letter rather than a stock transfer form. The claim letter must include specific information as set out in HMRC guidance. E-signatures are accepted.

For reconstruction and acquisition relief

You'll need to provide a list of shareholders and the shares they hold (including the class of shares) for each company involved. You don't need to send full registers of members unless HMRC specifically requests them.

If you cannot submit electronically

You can post your claim to:

BT - Stamp Duty

HM Revenue and Customs

BX9 2AS

United Kingdom

Include your contact details and never send original documents—HMRC won't keep or return them.

Be aware that email carries risks: messages can be intercepted, altered, or may not arrive. However, this is now the standard method for submitting claims.

What happens after you claim

If HMRC confirms that relief is due, they'll send you a letter detailing:

• The transactions for which relief has been confirmed
• Verification codes
• Confirmation that relief has been adjudicated and the stock transfer form or instrument of transfer has been duly stamped

You can then complete the share transfer process with the company registrar using this confirmation.

If you're unsure whether your transaction qualifies for exemption or relief, contact the Stamp Taxes Helpline before proceeding.

Sources

• Stamp Duty reliefs and exemptions on share transfers
• Relief from Stamp Duty when instruments effect intra-group transfers of stock or marketable securities

This article provides general guidance based on current HMRC rules. For advice specific to your situation, speak to your accountant.