ukpga/1986/41 — Finance Act 1986

Finance Act 1986 1986 c. 41 An Act to grant certain duties, to alter other duties, and to amend the law relating to the National Debt and the Public Revenue, and to make further provision in connection with Finance. [25th July 1986] Most Gracious Sovereign, WE, Your Majesty’s most dutiful and loyal subjects, the Commons of the United Kingdom in Parliament assembled, towards raising the necessary supplies to defray Your Majesty’s public expenses, and making an addition to the public revenue, have freely and voluntarily resolved to give and grant unto your Majesty the several duties hereinafter mentioned; and do therefore most humbly beseech Your Majesty that it may be enacted, and be it enacted by the Queen’s most Excellent Majesty, by and with the advice and consent of the Lords Spiritual and Temporal, and Commons, in this present Parliament assembled, and by the authority of the same, as follows:— PART I Customs and Excise and Value Added Tax Chapter I Customs and Excise The rates of duty Tobacco products. 1 1 For the Table in Schedule 1 to the Tobacco Products Duty Act 1979 there shall be substituted— Table 1. Cigarettes An amount equal to 21 per cent. of the retail price plus £30·61 per thousand cigarettes. 2. Cigars £47·05 per kilogram. 3. Hand-rolling tobacco £49·64 per kilogram. 4. Other smoking tobacco and chewing tobacco £24·95 per kilogram. 2 This section shall be deemed to have come into force on 21st March 1986. Hydrocarbon oil. 2 1 In section 6(1) of the Hydrocarbon Oil Duties Act 1979 for “£0·1794” (light oil) and “£0·1515” (heavy oil) there shall be substituted “£0·1938” and “£0·1639” respectively. 2 In subsection (1) of section 11 of that Act (rebate on heavy oil) for paragraphs (a) and (b) there shall be substituted— a in the case of fuel oil, of £0·0077 a litre less than the rate at which the duty is for the time being chargeable; b in the case of gas oil, of £0·0110 a litre less than the rate at which the duty is for the time being chargeable; and c in the case of heavy oil other than fuel oil and gas oil, equal to the rate at which the duty is for the time being chargeable. 3 For subsection (2) of section 11 of that Act (definition of types of heavy oil), there shall be substituted— 2 In this section— “ fuel oil ” means heavy oil which contains in solution an amount of asphaltenes of not less than 0·5 per cent. or which contains less than 0·5 per cent. but not less than 0·1 per cent. of asphaltenes and has a closed flash point not exceeding 150½C; and “ gas oil ” means heavy oil of which not more than 50 per cent. by volume distils at a temperature not exceeding 240½C and of which more than 50 per cent. by volume distils at a temperature not exceeding 340½C. 4 This section shall be deemed to have come into force at 6 o’oclock in the evening of 18th March 1986. Vehicles excise duty. 3 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other provisions Beer duty: minor amendments. 4 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 After section 49 of the Alcoholic Liquor Duties Act 1979 there shall be inserted the following section— Drawback allowable to brewer for sale. 49 1 For the purpose of any claim for drawback by a brewer for sale in respect of duty charged on beer, duty which has been determined in accordance with regulations under section 49(1)(bb) above shall be deemed to be duty which has been paid (whether or not it is in fact paid by the time the claim is made). 2 Subject to such conditions as the Commissioners see fit to impose, drawback allowable to a brewer for sale in respect of beer may be set against any amount to which the brewer is chargeable under section 38 above and, in relation to a brewer for sale, any reference in this Act or the Management Act to drawback payable shall be construed accordingly. Warehousing regulations. 5 Schedule 3 to this Act (which contains amendments about warehousing regulations) shall have effect. Betting duties and bingo duty in Northern Ireland. 6 1 The Betting and Gaming Duties Act 1981 (in this section referred to as “ the 1981 Act ”) shall have effect subject to the amendments in Part I of Schedule 4 to this Act, being amendments designed to extend to Northern Ireland— a the provisions of the 1981 Act relating to general betting duty and pool betting duty (in place of the provisions of Part III of the Miscellaneous Tranferred Excise Duties Act (Northern Ireland) 1972 relating to those duties); ... b . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Part II of Schedule 4 to this Act shall have effect for the purpose of making consequential amendments of certain Northern Ireland legislation; and Part III of that Schedule shall have effect for the purpose of extending to Northern Ireland certain subordinate legislation made under the 1981 Act. 3 Schedule 4 to this Act,— a so far as it relates to general betting duty or pool betting duty, shall come into force on the betting commencement date, but shall not have effect in relation to duty in respect of bets made before that date; ... b . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Part III of the Miscellaneous Transferred Excise Duties Act (Northern Ireland) 1972 shall cease to have effect on the betting commencement date except in relation to duty in respect of bets made before that date. 5 In this section and Schedule 4 to this Act— “ the betting commencement date ” means 29th September 1986 or, if later, the day appointed for the coming into operation of Part II (betting) of the Betting, Gaming, Lotteries and Amusements (Northern Ireland) Order 1985; and ... Betting and gaming duties: evidence by certificate, etc. 7 After section 29 of the Betting and Gaming Duties Act 1981 there shall be inserted the following section— Evidence by certificate, etc. 29A 1 A certificate of the Commissioners— a that any notice required by or under this Act to be given to them had or had not been given at any date, or b that any permit, licence or authority required by or under this Act had or had not been issued at any date, or c that any return required by or under this Act had not been made at any date, or d that any duty shown as due in any return or estimate made in pursuance of this Act had not been paid at any date, shall be sufficient evidence of that fact until the contrary is proved. 2 A photograph of any document furnished to the Commissioners for the purposes of this Act and certified by them to be such a photograph shall be admissible in any proceedings, whether civil or criminal, to the same extent as the document itself. 3 Any document purporting to be a certificate under subsection (1) or (2) above shall be deemed to be such a certificate until the contrary is proved. Licences under the customs and excise Acts. 8 1 No excise licence duty shall be chargeable on the grant after 18th March 1986 of an excise licence under any of the provisions of the Alcoholic Liquor Duties Act 1979 (licensing of various activities relating to the production of alcoholic liqour) or under section 2 of the Matches and Mechanical Lighters Duties Act 1979 (licensing of manufacture of matches). 2 The following enactments shall cease to have effect— a sections 12(2), 18(3), . . . and 75(3) of the Alcoholic Liquor Duties Act 1979 and section 2(2) of the Matches and Mechanical Lighters Duties Act 1979 (which provide for certain excise licences, the duty on which is abolished by subsection (1) above, to expire on a specific date in each year); and b section 81 of the Alcoholic Liquor Duties Act 1979 (under which a licence is required for the leeping or using of a still by any person otherwise than as a distiller, rectifier or compounder). 3 The holder of a licence under any of the enactments specified in subsection (5) below may suurender the licence to the Commissioners of Customs and Excise at any time. 4 The Commissioners of Customs and Excise may at any time revoke a licence granted in respect of any premises under any of the enactments specified in subsection (5) below if it appears to them that the holder of the licence has ceased to carry on at those premises the activity in respect of which the licence was granted. 5 The enactments referred to in subsections (3) and (4) above are— a section 12 of the Alcoholic Liquor Duties Act 1979 (distillers), b section 18 of that Act (rectifiers), c section 47 of that Act (brewers), d section 48 of that Act (persons using premises for adding solutions to beer), e section 54 of that Act (wine producers), f section 55 of that Act (made-wine producers), and g . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Schedule 5 to this Act shall have effect for the purpose of supplementing the provisions of this section. Chapter II Value Added Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Part II Income Tax, Corporation Tax and Capital Gains Tax Chapter I General Tax rates and main reliefs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Employee share schemes: general amendments. 23 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Approved profit sharing schemes: workers’ co-operatives. 24 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Where, for the purpose of securing (and maintaining) approval of its profit sharing scheme in accordance with Part I of Schedule 9 to the Finance Act 1978, the rules of a society which is a workers’ co-operative or which is seeking to be registered under the industrial and provident societies legislation as a workers’ co-operative contain— a provision for membership of the society by the trustees of the scheme, b provision denying voting rights to those trustees, or c other provisions which appear to the registrar to be reasonably necessary for that purpose, those provisions shall be disregarded in determining whether the society should be or continue to be registered under the industrial and provident societies legislation as a bona fide co-operative society. 5 In subsection (4) above “ the industrial and provident societies legislation ” means— a . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . b the Industrial and Provident Societies Act (Northern Ireland) 1969, and “ registrar ” has the same meaning as in that Act and “ co-operative society ” has the same meaning as in section 1 of that Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 Foreign element: expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 Chapter II Capital Allowances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55 Chapter III CAPITAL GAINS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60 Chapter IV Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61 PART III STAMP DUTY Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Company's purchase of own shares 66 1 This section applies where a company purchases its own shares under section 690 of the Companies Act 2006 .... 2 Any return which relates to any of the shares purchased and is delivered to the registrar of companies under section 707 of that Act ... shall be charged with stamp duty, and treated for all purposes of the Stamp Act 1891 , as if it were an instrument transferring the shares to which it relates on sale to the company in pursuance of the contract (or contracts) of purchase concerned. 2A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Subject to subsection (4) below, this section applies to any such return which is delivered to the registrar of companies on or after the day of The Stock Exchange reforms. 4 This section does not apply to any return to the extent that the shares to which it relates were purchased under a contract entered into before the day of The Stock Exchange reforms. 5 In this section “ the day of The Stock Exchange reforms ” means 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. Depositary receipts Depositary receipts 1.5% charge 67 1 Subject to subsection (9) below, subsection (2) or (3) below (as the case may be) applies where an instrument ... 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. 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). 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 1.5% 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. 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 If 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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). 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 . . . , and b from a company which at that time falls within that subsection . . . , subsections (2) to (5) above shall not apply and stamp duty is not chargeable on the instrument . 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. 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. Depositary receipts: notification 68 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 penalty not exceeding £1,000. 5 A company which fails to comply with subsection (3) above shall be liable to a penalty not exceeding £100. 6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Depositary receipts: supplementary 69 1 For the purposes of sections 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 section 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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. Clearance services Clearance services 1.5% charge 70 1 Subject to subsection (9) and section 97A below, subsection (2) or (3) below (as the case may be) applies where an instrument ... 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. 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). 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 1.5% 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. 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 If 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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 the provision of clearance services for the purchase and sale of relevant securities, and b for the purposes 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). 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 the provision of clearance services for the purchase and sale of 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 the provision of clearance services for the purchase and sale of relevant securities (in a case where that business does not consist exclusively of that). 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 . . . , and b from a company which at that time falls within that subsection . . . , subsections (2) to (5) above shall not apply and stamp duty is not chargeable on the instrument . 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. 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. Clearance services: notification 71 1 A person whose business is or includes the provision of clearance services for the purchase and sale of 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 provides such clearance services. 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 the provision of clearance services for the purchase and sale of relevant securities, and b for the purposes 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), 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 penalty not exceeding £1,000. 5 A company which fails to comply with subsection (3) above shall be liable to a penalty not exceeding £100. 6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Clearance services: supplementary 72 1 References in sections 70 and 71 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). 2 For the purposes of section 70(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. 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Meaning of “exempt capital-raising instrument” and “exempt listing instrument” Meaning of “exempt capital-raising instrument” 72ZA 1 For the purposes of sections 67 and 70, an instrument is an “exempt capital-raising instrument” if the instrument transfers relevant securities in the course of capital-raising arrangements. 2 In this section, “ capital-raising arrangements ” means arrangements pursuant to which relevant securities are issued by a company for the purpose of raising new capital. 3 An instrument is not prevented from being an exempt capital-raising instrument by reason only of a delay in transferring relevant securities where— a a person (“ the transferor ”) acquires the relevant securities— i before capital-raising arrangements are entered into, or ii in the course of capital-raising arrangements, b the transferor is subject to a restriction that has the effect of preventing the transfer of the relevant securities in the course of the capital-raising arrangements, and c the instrument transfers the relevant securities as soon as reasonably practicable after the time at which the restriction ceases to have effect. Meaning of “exempt listing instrument” 72ZB 1 For the purposes of sections 67 and 70, an instrument is an “exempt listing instrument” if— a the instrument transfers relevant securities of a company in the course of qualifying listing arrangements, and b those arrangements do not affect the beneficial ownership of the relevant securities. 2 In this section, “ listing arrangements ” means arrangements pursuant to which relevant securities, or depositary receipts for relevant securities, are listed on a recognised stock exchange. 3 For the purposes of this section, listing arrangements are “qualifying” if, immediately before the first transfer of relevant securities in the course of the listing arrangements, no relevant securities in the company or depositary receipts for relevant securities in the company are listed on the recognised stock exchange to which the listing arrangements relate. 4 An instrument is not prevented from being an exempt listing instrument by reason only of a delay in transferring relevant securities where— a a person (“ the transferor ”) acquires the relevant securities before qualifying listing arrangements are entered into, b the transferor is subject to a restriction that has the effect of preventing the transfer of the relevant securities in the course of the qualifying listing arrangements, and c the instrument transfers the relevant securities as soon as reasonably practicable after the time at which the restriction ceases to have effect. 5 Section 1005 of the Income Tax Act 2007 (meaning of “ recognised stock exchange ”, “ listed ” etc) applies in relation to this section as it applies in relation to the Income Tax Acts. Transfers between depositary receipt system and clearance system Transfers between depositary receipt system and clearance system. 72A 1 Where an instrument transfers relevant securities of a company incorporated in the United Kingdom between a depositary receipt system and a clearance system— a the provisions of section 67(2) to (5) or, as the case may be, section 70(2) to (5) above shall not apply, and b stamp duty is not chargeable on the instrument. 2 A transfer between a depositary receipt system and a clearance system means a transfer— a from (or to) a company that at the time of the transfer falls within section 67(6) above, and b to (or from) a company that at that time falls within section 70(6) above. 3 This section does not apply to a transfer from a clearance system (that is, from such a company as is mentioned in subsection (2)(b) above) if at the time of the transfer an election is in force under section 97A below in relation to the clearance services for the purposes of which the securities are held immediately before the transfer. Reconstructions and acquistions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73 Reconstructions etc: repeals. 74 1 The following provisions shall cease to have effect— a section 55 of the Finance Act 1927 and section 4 of the Finance Act (Northern Ireland) 1928 (reconstructions and amalgamations); b paragraph 12(1) and (1A) of Schedule 18 to the Finance Act 1980 (demergers); c sections 78, 79 and 80 of the Finance Act 1985 (takeovers and winding-up). 2 In paragraph 12(3) of Schedule 18 to the Finance Act 1980 for the words “sub-paragraph (2) above” there shall be substituted the words “this paragraph”. 3 This section applies to any instrument executed in pursuance of a contract made 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. Acquisitions: reliefs. 75 1 This section applies where a company (the acquiring company) acquires the whole or part of an undertaking of another company (the target company) in pursuance of a scheme for the reconstruction of the target company. 2 If the first and second conditions (as defined below) are fulfilled, stamp duty under Part I of Schedule 13 to the Finance Act 1999 (conveyance or transfer on sale) shall not be chargeable on an instrument executed for the purposes of or in connection with the transfer of the undertaking or part. 3 An instrument on 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 Stamp Act 1891, been stamped with a particular stamp denoting that it is not chargeable with any duty. 4 The first condition is ... that the consideration for the acquisition— a consists of or includes the issue of non-redeemable shares in the acquiring company to all the shareholders of the target company; b includes nothing else (if anything) but the assumption or discharge by the acquiring company of liabilities of the target company. In paragraph (a) above, “ non-redeemable shares ” means shares which are not redeemable shares. 5 The second condition is that— a the acquisition is effected for bona fide commercial reasons and does not form part of a scheme or arrangement of which the main purpose, or one of the main purposes, is avoidance of liability to stamp duty, income tax, corporation tax or capital gains tax, b after the acquisition has been made, each shareholder of each of the companies is a shareholder of the other, and c after the acquisition has been made, the proportion of shares of one of the companies held by any shareholder is the same , or as nearly as may be the same, as the proportion of shares of the other company held by that shareholder. 5A If immediately before the acquisition the target company or the acquiring company holds any of its own shares, the shares are to be treated for the purposes of subsections (4) and (5) as having been cancelled before the acquisition (and, accordingly, the company is to be treated as if it were not a shareholder of itself). 6 This section applies to any instrument which is executed after 24th March 1986 unless it is executed in pursuance of an unconditional contract made on or before 18th March 1986. 7 This section shall be deemed to have come into force on 25th March 1986. Acquisitions: further provisions about reliefs. 76 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Acquisition of target company's share capital 77 1 Stamp duty under Part I of Schedule 13 to the Finance Act 1999 (conveyance or transfer on sale) shall not be chargeable on an instrument transferring shares in one company (the target company) to another company (the acquiring company) if the conditions mentioned in subsection (3) below are fulfilled. 2 An instrument on which stamp duty is not chargeable by virtue only of subsection (1) 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 not chargeable with any duty. 3 The conditions are that — a . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . b the transfer forms part of an arrangement by which the acquiring company acquires the whole of the issued share capital of the target company, c the acquisition is effected for bona fide commercial reasons and does not form part of a scheme or arrangement of which the main purpose, or one of the main purposes, is avoidance of liability to stamp duty, stamp duty reserve tax, income tax, corporation tax or capital gains tax, d the consideration for the acquisition consists only of the issue of shares in the acquiring company to the shareholders of the target company, e after the acquisition has been made, each person who immediately before it was made was a shareholder of the target company is a shareholder of the acquiring company, f after the acquisition has been made, the shares in the acquiring company are of the same classes as were the shares in the target company immediately before the acquisition was made, g after the acquisition has been made, the number of shares of any particular class in the acquiring company bears to all the shares in that company the same proportion , or as nearly as may be the same proportion, as the number of shares of that class in the target company bore to all the shares in that company immediately before the acquisition was made, ... h after the acquisition has been made, the proportion of shares of any particular class in the acquiring company held by any particular shareholder is the same , or as nearly as may be the same, as the proportion of shares of that class in the target company held by him immediately before the acquisition was made , and i at the time the instrument mentioned in subsection (1) is executed there are no disqualifying arrangements, within the meaning given by section 77A, in existence. 3A If immediately before the acquisition the target company or the acquiring company holds any of its own shares, the shares are to be treated for the purposes of subsection (3)(b) to (h) as having been cancelled before the acquisition (and, accordingly, the company is to be treated as if it were not a shareholder of itself). 4 In this section and section 77A references to shares and to share capital include references to stock. 5 This section applies to any instrument executed on or after 1st August 1986. Disqualifying arrangements 77A 1 This section applies for the purposes of section 77(3)(i). 2 Arrangements are “disqualifying arrangements” if it is reasonable to assume that the purpose, or one of the purposes, of the arrangements is to secure that— a a particular person obtains control of the acquiring company, or b particular persons together obtain control of that company. but a person who has held at least 25% of the issued share capital of the target company at all times during the relevant period is not within paragraph (a) or (b). 2A For the purposes of subsection (2) the “relevant period” is the period of 3 years ending immediately before the time at which the shares in the acquiring company are issued (or first issued) as consideration for the acquisition. 3 ... neither of the following are disqualifying arrangements— a the arrangements for the issue of shares in the acquiring company which is the consideration for the acquisition mentioned in section 77(3); b any relevant merger arrangements. 4 In subsection (3) “ relevant merger arrangements ” means arrangements for the issue of shares in the acquiring company to the shareholders of a company (“company B”) other than the target company (“company A”) in a case where— a that issue of shares to the shareholders of company B would be the only consideration for the acquisition by the acquiring company of the whole of the issued share capital of company B, b the conditions in section 77(3)(c) and (e) would be met in relation to that acquisition (if that acquisition were made in accordance with the arrangements), and c the conditions in paragraphs (f) to (h) of section 77(3) would be met in relation to that acquisition if— i that acquisition were made in accordance with the arrangements, and ii the shares in the acquiring company issued as consideration for the acquisition of the share capital of company A were ignored for the purposes of those paragraphs; and in section 77(3)(e) to (h) and (3A) as they apply by virtue of this subsection, references to the target company are to be read as references to company B. 5 Where— a arrangements within any paragraph of subsection (3) are part of a wider scheme or arrangement, and b that scheme or arrangement includes other arrangements which— i fall within subsection (2), and ii do not fall within any paragraph of subsection (3), those other arrangements are disqualifying arrangements despite anything in subsection (3). 5A The Treasury may by regulations amend subsection (2) or (2A) so as to alter the percentage or length of the period for the time being specified there. 5B The power to make regulations under subsection (5A) is exercisable by statutory instrument subject to annulment in pursuance of a resolution of the House of Commons. 6 In this section— “ the acquiring company ” has the meaning given by section 77(1); “ arrangements ” includes any agreement, understanding or scheme (whether or not legally enforceable); “ control ” is to be read in accordance with section 1124 of the Corporation Tax Act 2010; “ the target company ” has the meaning given by section 77(1). Loan capital, letters of allotment etc. Loan capital. 78 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 In this section “ loan capital ” means— a any debenture stock, corporation stock or funded debt, by whatever name known, issued by a body corporate or other body of persons (which here includes a local authority and any body whether formed or established in the United Kingdom or elsewhere); b any capital raised by such a body if the capital is borrowed or has the character of borrowed money, and whether it is in the form of stock or any other form; c stock or marketable securities issued by the government of any country or territory outside the United Kingdom; d any capital raised under arrangements to which section 564G of the Income Tax Act 2007 or section 507 of the Corporation Tax Act 2009 (alternative finance investment bonds) applies . 8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 In this section “ designated international organisation ” means an international organisation designated for the purposes of section 324 of the Taxes Act 1988 by an order made under subsection (1) of that section. 10 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loan capital: new provisions. 79 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Stamp duty under Schedule 15 to the Finance Act 1999 (bearer instruments) shall not be chargeable ... on the transfer of the loan capital constituted by, or transferable by means of, an instrument which relates to loan capital . 3 Stamp duty shall not be chargeable on an instrument which transfers loan capital issued or raised by — a the financial support fund of the Organisation for Economic Co-operation and Development, b the Inter-American Development Bank, or c an organisation which was a designated international organisation at the time of the transfer (whether or not it was such an organisation at the time the loan capital was issued or raised). 4 Subject to subsections (5) and (6) below, stamp duty shall not be chargeable on an instrument which transfers any other loan capital. 5 Subsection (4) above does not apply to an instrument transferring loan capital which, at the time the instrument is executed, carries a right (exercisable then or later) of conversion into shares or other securities, or to the acquisition of shares or other securities, including loan capital of the same description. 6 Subject to subsections (7) to (7B) below, subsection (4) above does not apply to an instrument transferring loan capital which, at the time the instrument is executed or any earlier time, carries or has carried — a a right to interest the amount of which exceeds a reasonable commercial return on the nominal amount of the capital, b a right to interest the amount of which falls or has fallen to be determined to any extent by reference to the results of, or of any part of, a business or to the value of any property, or c a right on repayment to an amount which exceeds the nominal amount of the capital and is not reasonably comparable with what is generally repayable (in respect of a similar nominal amount of capital) under the terms of issue of loan capital listed in the Official List of The Stock Exchange. 7 Subsection (4) above shall not be prevented from applying to an instrument by virtue of subsection (6)(a) or (c) above by reason only that the loan capital concerned carries a right to interest, or (as the case may be) to an amount payable on repayment, determined to any extent by reference to an index showing changes in the general level of prices payable in the United Kingdom over a period substantially corresponding to the period between the issue or raising of the loan capital and its repayment. 7A Subsection (4) above shall not be prevented from applying to an instrument by virtue of subsection (6)(b) above by reason only that the loan capital concerned carries a right to interest which— a reduces in the event of the results of a business or part of a business improving, or the value of any property increasing, or b increases in the event of the results of a business or part of a business deteriorating, or the value of any property diminishing. 7B Subsection (4) shall not be prevented from applying to a capital market instrument by virtue of subsection (6)(b) by reason only that the capital market investment concerned carries or has carried a right to interest which ceases or reduces if, or to the extent that, the issuer, after meeting or providing for other obligations specified in the capital market arrangement concerned, has insufficient funds available from that capital market arrangement to pay all or part of the interest otherwise due. 8 Where stamp duty is chargeable under Part I of Schedule 13 to the Finance Act 1999 (conveyance or transfer on sale) on an instrument which transfers loan capital, the rate at which duty is charged under that Part shall be 0.5% of the amount or value of the consideration for the sale to which the instrument gives effect. 8A In the application of this section to loan capital that falls within paragraph (d) of section 78(7) (alternative finance investment bonds)— a subsection (6) has effect as if— i paragraph (a) were omitted, and ii for paragraph (c) there were substituted— c a right at the end of the bond term (within the meaning of section 564G(1) of the Income Tax Act 2007 or section 507(1) of the Corporation Tax Act 2009 ) to a payment of an amount that exceeds the aggregate of— i the amount paid for the issue of the bond, and ii the notional payment amount; and for this purpose the “ notional payment amount ” means the amount of the payments that would represent a reasonable commercial return (within the meaning of section 564G(1) of the Income Tax Act 2007 or section 507(1) of the Corporation Tax Act 2009 ) on the bond over the bond term, less the amount of the payments actually made. , b subsections (6)(b), (7), (7A), (7B) and (13) have effect as if references to interest were references to additional payments (“additional payments” having the same meaning as in section 564G of the Income Tax Act 2007 or section 507 of the Corporation Tax Act 2009 ), and c subsections (7B) and (13) also have effect as if— i references to a capital market investment were references to the loan capital falling within paragraph (d) of section 78(7), and ii references to a capital market arrangement were to the arrangements under which that loan capital is raised. 9 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Subsections (7), (9) . . . of section 78 above shall apply as if references to that section included references to this. 13 In this section— “ capital market instrument ” means an instrument transferring a capital market investment issued as part of a capital market arrangement, and “ capital market investment ” and “ capital market arrangement ” have the same meaning as in section 72B of the Insolvency Act 1986 (see paragraphs 1 to 3 of Schedule 2A to that Act). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80 Sales to intermediaries. 80A 1 Stamp duty shall not be chargeable on an instrument transferring stock of a particular kind on sale to a person or the person's nominee if— a the person is a member of a regulated market on which stock of that kind is regularly traded; and b the person is an intermediary and is recognised as such by the market in accordance with arrangements approved by the Commissioners. 1A Stamp duty shall not be chargeable on an instrument transferring stock of a particular kind on sale to a person or the person's nominee if— a the person is a member of a multilateral trading facility, or a recognised foreign exchange, on which stock of that kind is regularly traded; b the person is an intermediary and is recognised as such by the facility or exchange in accordance with arrangements approved by the Commissioners; and c the sale is effected on the facility or exchange. 1B Stamp duty shall not be chargeable on an instrument transferring stock of a particular kind on sale to a person or the person's nominee if— a the person is an intermediary who is approved for the purposes of this section by the Commissioners; and b stock of that kind is regularly traded on a regulated market. 1C Stamp duty shall not be chargeable on an instrument transferring stock of a particular kind on sale to a person or the person's nominee if— a the person is an intermediary who is approved for the purposes of this section by the Commissioners; b stock of that kind is regularly traded on a multilateral trading facility or a recognised foreign exchange; and c the sale is effected on the facility or exchange. 2 Stamp duty shall not be chargeable on an instrument transferring stock of a particular kind on sale to a person or the person's nominee if— a the person is a member of a regulated market, a multilateral trading facility or a recognised foreign options exchange; b options to buy or sell stock of that kind are regularly traded on, and are listed by or quoted on, that market, facility or exchange; c the person is an options intermediary and is recognised as such by that market, facility or exchange in accordance with arrangements approved by the Commissioners; and d stock of that kind is regularly traded on a regulated market. 2A Stamp duty shall not be chargeable on an instrument transferring stock of a particular kind on sale to a person or the person's nominee if— a the person is a member of a regulated market, a multilateral trading facility or a recognised foreign options exchange; b options to buy or sell stock of that kind are regularly traded on, and are listed by or quoted on, that market, facility or exchange; c the person is an options intermediary and is recognised as such by that market, facility or exchange in accordance with arrangements approved by the Commissioners; and d the sale is effected on a relevant qualifying exchange on which stock of that kind is regularly traded or is effected on a relevant qualifying exchange pursuant to the exercise of a relevant option and options to buy or sell stock of that kind are regularly traded on, and are listed by or quoted on, that exchange; and in paragraph (d) “ relevant qualifying exchange ” means a multilateral trading facility, a recognised foreign options exchange or a recognised foreign exchange. 2B Stamp duty shall not be chargeable on an instrument transferring stock of a particular kind on sale to a person or the person's nominee if— a the person is an options intermediary who is approved for the purposes of this section by the Commissioners; b options to buy or sell stock of that kind are regularly traded on, and are listed by or quoted on, a regulated market, a multilateral trading facility or a recognised foreign options exchange; and c stock of that kind is regularly traded on a regulated market. 2C Stamp duty shall not be chargeable on an instrument transferring stock of a particular kind on sale to a person or the person's nominee if— a the person is an options intermediary who is approved for the purposes of this section by the Commissioners; b options to buy or sell stock of that kind are regularly traded on, and are listed by or quoted on, a regulated market, a multilateral trading facility or a recognised foreign options exchange; and c the sale is effected on a relevant qualifying exchange on which stock of that kind is regularly traded or is effected on a relevant qualifying exchange pursuant to the exercise of a relevant option and options to buy or sell stock of that kind are regularly traded on, and are listed by or quoted on, that exchange; and in paragraph (c) “ relevant qualifying exchange ” means a multilateral trading facility, a recognised foreign options exchange or a recognised foreign exchange. 4 For the purposes of this section— a an intermediary is a person who carries on a bona fide business of dealing in stock and does not carry on an excluded business; and b an options intermediary is a person who carries on a bona fide business of dealing in quoted or listed options to buy or sell stock and does not carry on an excluded business. 5 The excluded businesses are the following— a any business which consists wholly or mainly in the making or managing of investments; b any business which consists wholly or mainly in, or is carried on wholly or mainly for the purpose of, providing services to persons who are connected with the person carrying on the business; c any business which consists in insurance business; d any business which consists in managing or acting as trustee in relation to a pension scheme or which is carried on by the manager or trustee of such a scheme in connection with or for the purposes of the scheme; e any business which consists in operating or acting as trustee in relation to a collective investment scheme or is carried on by the operator or trustee of such a scheme in connection with or for the purposes of the scheme. 6 A sale is effected on a facility or an exchange for the purposes of this section if (and only if)— a it is subject to the rules of the facility or exchange ; and b it is reported to the facility or exchange in accordance with the rules of the facility or exchange . 6A The Commissioners may approve a person for the purposes of this section only if the person a is authorised under the law of an EEA State or Gibraltar to provide any of the investment services or activities listed in Section A 2 or 3 of Annex I to the Directive (execution of orders on behalf of clients and dealing on own account), whether or not the person is authorised under the Directive or b has permission under the Financial Services and Markets Act 2000 to carry on any of the investment services or activities in paragraph 2 or 3 of Part 3 of Schedule 2 to the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001. 7 An instrument on which stamp duty is not chargeable by v