Stock Transfers during COVID-19

How to complete a stock transfer form and get it processed, including new measures put in place because of Coronavirus (COVID-19).

Due to measures put in place to stop the spread of coronavirus (COVID-19) HMRC have temporarily changed the way they deal with Stamp Duty.

You should not post stock transfer forms to HMRC – you must email an electronic version of the form to HMRC at .

HMRC will only repay Stamp Duty by electronic transfer. This guidance will be updated when the measures end.

Completing the form

When you complete a stock transfer form you need to give all the details of the sale including:

• the shares being transferred (the quantity, class and type, for example, 100 ordinary shares, ABC Limited)
• the buyer
• the seller

You also need to provide the value of what you paid for the shares in:

• cash
• other stock and shares
• debt

This is known as the chargeable consideration.

Enter ‘Nil’ as the consideration if you do not give any consideration for the shares.

If you give consideration in money for the shares, state how much.

If you give consideration other than in money for the shares, state what you have given. For example, 100 ordinary shares in XYZ Limited, debt assumed £70,000.

If the transfer is exempt from Stamp Duty , or no chargeable consideration is given for the transfer, you need to complete one of the certificates on the back of the stock transfer form. You need to complete a different certificate depending on what you paid for the shares.

Certificate 1

You should complete certificate 1 if:

• consideration you give for the shares is £1,000 or less
• the transfer does not form part of a larger transaction or series of transactions where the total exceeds £1,000

Certificate 2

You should complete certificate 2 on the back of the form if:

• the transfer is exempt from Stamp Duty, for example, transfers in connection with divorce or the dissolution of a civil partnership
• the consideration given is not chargeable consideration

No certificate needed

You do not need to fill in either certificate where no consideration is given for the shares or if you’re claiming a relief from Stamp Duty.

If you’re claiming a relief you’ll need to send the completed stock transfer form, together with details of the relief you’re claiming to HMRC for them to consider the relief claim.

How to get your form stamped

Due to the temporary measures put in place to stop the spread of coronavirus (COVID-19), you should not post your form to HMRC.

Email an electronic copy of your stock transfer form or instrument of transfer (for example, a scanned PDF) to HMRC at .

The form must be fully completed, signed and dated (use power of attorney if necessary). HMRC will accept e-signatures while coronavirus (COVID-19) measures are in place

If you cannot get your stock transfer form or instrument of transfer signed and dated email:.

If the instrument of transfer used to effect the transfer is not a stock transfer form, you should only send the relevant part of the instrument that effects the transfer.

You must also include electronic versions of any agreement and supporting documents if HMRC has given a formal opinion or adjudication on how much Stamp Duty you should pay.

You can also email an electronic version of form SH03 to notify HMRC of the purchase of own shares by a company at .

If you have already posted your instruments you should resubmit your notification electronically and include the details of any payments you have made in respect of that notification.

If you do not resubmit your notification electronically, your instruments will not be assessed or returned to you until temporary coronavirus (COVID-19) measures end.

The Stamp Duty must be paid before HMRC can process the stock transfer form. If you email a notification without paying the Stamp Duty HMRC will contact you by email before they progress your notification

HMRC cannot acknowledge each individual notification. When they need more information from you or a document is missing or is incorrect they will email you before they progress your submission.

HMRC aims to deal with 80% of stock transfer forms within 15 working days of receiving them. You should allow 20 working days to give them time deal with your form.

Get an opinion on the amount due

When you email your stock transfer documents to be processed you must pay the correct amount of Stamp Duty, this may include penalties and interest payments.

If you’re not sure of the amount to pay you can ask HMRC for their opinion on the amount due in your email.

Errors that cause delays

There are a number of reasons why HMRC may reject your application. The most common ones are the:

• stock transfer form is not dated
• Stamp Duty is not rounded up to the nearest £5 on each document
• consideration value is not shown on the form – remember that if shares are given as consideration you’ll need to give the value of the shares

What happens next

No stock transfer forms are currently being stamped by HMRC. Instead, once we have checked your form and confirmed we have received payment we will send you an email that will include a letter that will:

• confirm receipt of Stamp Duty
• detail the transactions we are confirming receipt for and the reference codes
• give assurance that HMRC will not pursue a penalty against the Registrar for registering the new ownership of the shares

You must send it to the registrar of the company you have bought shares in along with the stock transfer form and share certificate.

The address of the registrar is on the share certificate. The registrar will then issue you with your own share certificate.

If you’re submitting a form SH03 to Companies House, you should include a copy of the letter with the certificate.

Same day stamping service

The ‘same day’ stamping service is only available in exceptional circumstances, such as unexpected or unforeseen circumstances when it’s essential to have a document stamped immediately. You must email requests for the ‘same day’ stamping service to: 

You cannot use the ‘same day’ service if the urgency could have been avoided by:

• either party
• their respective agents

You will not be able to use the ‘same day’ stamping service if the law requires you to apply to HMRC for a decision known as adjudication prior to stamping, such as when a relief is being claimed.

HMRC expects the number of occasions when ‘same day’ stamping service is required to be minimal.

If you become aware that a transaction may need a stock transfer form stamped at short notice, you should email:  giving as much detail as possible, including the:

• number of stock transfer forms to be stamped
• specific reason or reasons for the request
• amount of Stamp Duty

Reliefs and exemptions

There are some share transactions that qualify for reliefs or exemptions. They can reduce the amount of Stamp Duty you pay or are exempt from Stamp Duty altogether.

Refunds

If you pay too much Stamp Duty on a transaction you may be able to claim a refund.

Refunds must be claimed within 2 years of the date of the stamped document. If the document is undated, a refund can be claimed within 2 years of first execution.

Email your request to:  saying why you think a refund is due and provide the:

• original stamped document
• names of the parties involved

The Stamp Office will email you if they need more information to support your claim.

If your refund is agreed, the Stamp Duty will be repaid, usually with interest, from the date the tax was paid.

Electronic refunds – coronavirus measures

While the coronavirus measures are in place, we can only repay Stamp Duty by electronic transfer.

Do not email your bank details with your refund claim, we cannot use them for security reasons.

HMRC Stamp Office will contact you by email and send you a secure Dropbox link so you can provide your bank account details. This link can only be accessed by you and designated HMRC officers.

Once your bank account details have been received, your repayment will be processed electronically.

CHAPS refunds

If the refunds you’re applying for is £150,000 or more you can ask for payment by CHAPS electronic transfer. You’ll need to include your bank details with your claim.

UK shares bought from abroad

If you buy shares in a UK company while you’re abroad, you still have to pay Stamp Duty, and get the transfer documents stamped. If you do not do this within the time limits you may have to pay a penalty and interest.

If you buy foreign shares you do not have to pay Stamp Duty. If however, you bring a document which transfers shares into the UK there could be a charge to Stamp Duty. There may be other foreign taxes to pay.

If you need any help with working out if you have to pay Stamp Duty contact HMRC Stamp Taxes Helpline or call us on 01273 441 187

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