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Coronavirus – HMRC Stamp Office reacts to COVID-19 measures - UK

  • United Kingdom
  • Coronavirus - Country overview
  • Coronavirus - Tax issues
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The UK HMRC Stamp Office has released details of how it will temporarily change its procedures to allow for the submission and payment of stamp duty in respect of transfers of shares in UK companies. The standard requirements of HMRC in order to stamp share transfers has been to require that original “wet ink” versions of executed stock transfer forms were sent to HMRC Stamp Office by post, where these originals would be physically stamped and returned in confirmation that the correct stamp duty was paid on the transfer. Importantly, for UK company law purposes it was not possible to record a transfer of ownership of shares in the register of members of a company without receipt of the stamped stock transfer form from the Stamp Office.

However, the COVID-19 measures have led to the closure of the physical offices of the Stamp Office, meaning that stock transfer forms cannot be physically received and stamped. Furthermore, the Stamp Office has recognised that in the current environment it is difficult to obtain wet ink original documents from clients and send these to the Stamp Office.

Therefore, as of 25 March 2020, HMRC has posted new temporary measures to help facilitate the stamping process as set out below. Pursuant to these new procedures:

  • stock transfer forms and other instruments of transfer should not be posted to HMRC - instead an electronic copy of the stock transfer form or instrument of transfer (for example, a scanned PDF) must be emailed to HMRC at;
  • the form should be fully completed, signed and dated (using powers of attorney if necessary), although importantly HMRC will accept e-signatures while COVID-19 measures are in place;
  • electronic versions of any agreement and supporting documents must be included if a formal opinion or adjudication on how much stamp duty is payable is to be sought from HMRC;
  • for a purchase of own shares by a company, an electronic version of form SH03 should be emailed to HMRC at the above address;
  • “same day” stamping remains available for exceptional circumstances as before, with requests to be made by email to the address above;
  • if it is not possible to obtain a signed and dated version of a stock transfer form or instrument of transfer (either actual or electronic), HMRC state that the taxpayer should email the above address, presumably to explain the circumstances.

Existing STFs already in transit

  • No instruments are currently being stamped and physical submissions will not be assessed or returned until temporary COVID-19 measures end.
  • If instruments have already been posted, these should be resubmit electronically (as set out above) including details of any payments that have been have made in respect of that notification.
  • The Stamp Duty must be paid before (see below) HMRC can process the stock transfer form.
  • If payment has been made by cheque, this will not be banked by HMRC until COVID-19 measures end. Where instruments are resubmitted electronically, payment should also be made electronically as set out below. It would be prudent for taxpayers to cancel any cheque already sent in order to avoid the possibility of double payment.

Paying Stamp Duty

HMRC’s electronic payee details can be accessed at this link. After electronic payment of Stamp Duty has been made, details of the payment should be emailed to HMRC at the above address together with the electronic copy of the instrument. Specifically, the following details should be included:

  • the payment reference
  • the payment amount
  • the date of payment
  • an electronic copy (for example, a scanned PDF) of either your:
    • signed and dated stock transfer form (electronic version is acceptable)
    • instrument of transfer

Timing and HMRC response

HMRC will not acknowledge receipt of each individual email notification. They will only respond either to request further information or missing documentation or to give confirmation that the stamp duty formalities have been completed. Specifically this confirmation will: 

  • confirm receipt of the stamp duty payment;
  • detail the transactions for which they are confirming receipt and the reference codes;
  • give assurance that HMRC will not pursue a penalty against the Registrar for registering the new ownership of the shares.

Note that for this period the relevant instrument will not be stamped by HMRC.

HMRC states that it aims to deal with 80% of instruments within 15 working days of receiving them and therefore 20 working days should be allowed for HMRC to deal with a notification.

This confirmation should then be provided to the registrar of the company along with the stock transfer form and share certificate and the change of ownership can then be registered. Since the stock transfer form or instrument will not be physically stamped, practically the HMRC confirmation email should be kept with the relevant instrument as evidence of payment of stamp duty.