the amount or value of the consideration for the sale to which the instrument gives effect, or

the exercise of an option to buy or to sell the securities, and

stamp duty is chargeable on the instrument under this subsection, and

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.

securities are issued, or securities sold are transferred, and (in either case) they are to be paid for in instalments,

the person to whom they are issued or transferred holds them and transfers them to another person when the last instalment is paid,

the transfer to the other person is effected by an instrument in the case of which subsection (3) above applies,

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,

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

the instrument mentioned in paragraph (c) above contains a statement that paragraphs (a), (b) and (e) above are fulfilled,

as nominee or agent for a person whose business is or includes issuing depositary receipts for relevant securities, and

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).

he is specified for the purposes of this subsection by the Treasury by order made by statutory instrument, and

his business is or includes issuing depositary receipts for relevant securities.

he is specified for the purposes of this subsection by the Treasury by order made by statutory instrument,

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

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).

to a company which at the time of the transfer falls within subsection (6) above F5. . . , and

from a company which at that time falls within that subsection F5. . . ,

as nominee or agent for a person whose business is or includes issuing depositary receipts for relevant securities, and

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),

that a person holds relevant securities or evidence of the right to receive them, and

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,

the amount or value of the consideration for the sale to which the instrument gives effect, or

the exercise of an option to buy or to sell the securities, and

stamp duty is chargeable on the instrument under this subsection, and

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.

securities are issued, or securities sold are transferred, and (in either case) they are to be paid for in instalments,

the person to whom they are issued or transferred holds them and transfers them to another person when the last instalment is paid,

the transfer to the other person is effected by an instrument in the case of which subsection (3) above applies,

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,

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

the instrument mentioned in paragraph (c) above contains a statement that paragraphs (a), (b) and (e) above are fulfilled,

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

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).

he is specified for the purposes of this subsection by the Treasury by order made by statutory instrument, and

his business is or includes the provision of clearance services for the purchase and sale of relevant securities.

he is specified for the purposes of this subsection by the Treasury by order made by statutory instrument,

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

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).

to a company which at the time of the transfer falls within subsection (6) above F13. . . , and

from a company which at that time falls within that subsection F13. . . ,

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

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),

the provisions of section 67(2) to (5) or, as the case may be, section 70(2) to (5) above shall not apply, and

stamp duty is not chargeable on the instrument.

from (or to) a company that at the time of the transfer falls within section 67(6) above, and

to (or from) a company that at that time falls within section 70(6) above.

section 55 of the M2Finance Act 1927 and section 4 of the M3Finance Act (Northern Ireland) 1928 (reconstructions and amalgamations);

paragraph 12(1) and (1A) of Schedule 18 to the M4Finance Act 1980 (demergers);

sections 78, 79 and 80 of the Finance Act 1985 (takeovers and winding-up).

consists of or includes the issue of F22non-redeemable shares in the acquiring company to all the shareholders of the target company;

includes nothing else (if anything) but the assumption or discharge by the acquiring company of liabilities of the target company.

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,

after the acquisition has been made, each shareholder of each of the companies is a shareholder of the other, and

after the acquisition has been made, the proportion of shares of one of the companies held by any shareholder is the same F44 , or as nearly as may be the same, as the proportion of shares of the other company held by that shareholder.

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

the transfer forms part of an arrangement by which the acquiring company acquires the whole of the issued share capital of the target company,

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,

the consideration for the acquisition consists only of the issue of shares in the acquiring company to the shareholders of the target company,

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,

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,

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 F46, 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, F116...

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 F47, 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 madeF117, and

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.

a particular person obtains control of the acquiring company, or

particular persons together obtain control of that company.

the arrangements for the issue of shares in the acquiring company which is the consideration for the acquisition mentioned in section 77(3);

any relevant merger arrangements.

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,

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

arrangements within any paragraph of subsection (3) are part of a wider scheme or arrangement, and

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);

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;

stock or marketable securities issued by the government of any country or territory outside the United Kingdom;

any capital raised under arrangements F95to which section 564G of the Income Tax Act 2007F86or section 507 of the Corporation Tax Act 2009 (alternative finance investment bonds) F96applies .

the financial support fund of the Organisation for Economic Co-operation and Development,

the Inter-American Development Bank, or

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).

a right to interest the amount of which exceeds a reasonable commercial return on the nominal amount of the capital,

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

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.

reduces in the event of the results of a business or part of a business improving, or the value of any property increasing, or

increases in the event of the results of a business or part of a business deteriorating, or the value of any property diminishing.

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 F98section 564G of the Income Tax Act 2007F88or section 507 of the Corporation Tax Act 2009), and

the person is a member of a regulated market on which stock of that kind is regularly traded; and

the person is an intermediary and is recognised as such by the market in accordance with arrangements approved by the Commissioners.

the person is a member of a multilateral trading facility, or a recognised foreign exchange, on which stock of that kind is regularly traded;

the person is an intermediary and is recognised as such by the facility or exchange in accordance with arrangements approved by the Commissioners; and

the sale is effected on the facility or exchange.

the person is an intermediary who is approved for the purposes of this section by the Commissioners; and

stock of that kind is regularly traded on a regulated market.

the person is an intermediary who is approved for the purposes of this section by the Commissioners;

stock of that kind is regularly traded on a multilateral trading facility or a recognised foreign exchange; and

the sale is effected on the facility or exchange.

the person is a member of a regulated market, a multilateral trading facility or a recognised foreign options exchange;

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;

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

stock of that kind is regularly traded on a regulated market.

the person is a member of a regulated market, a multilateral trading facility or a recognised foreign options exchange;

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;

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

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;

the person is an options intermediary who is approved for the purposes of this section by the Commissioners;

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

stock of that kind is regularly traded on a regulated market.

the person is an options intermediary who is approved for the purposes of this section by the Commissioners;

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

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;

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

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.

any business which consists wholly or mainly in the making or managing of investments;

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;

any business which consists in insurance business;

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;

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.

it is subject to the rules of F54the facility or exchange; and

it is reported to F54the facility or exchange in accordance with the rules of F54the facility or exchange.

is authorised under the law of an EEA State F141or 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 DirectiveF139or

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.

is not in F132the United Kingdom, Gibraltar or an EEA State; and

is specified in regulations made by the Treasury under this subsection.

is not in F133the United Kingdom, Gibraltar or an EEA State; and

is specified in regulations made by the Treasury under this subsection.

the exercise by the options intermediary concerned of an option to buy stock; or

the exercise of an option binding the options intermediary concerned to buy stock.

an instrument falls within F60any of subsections (1) to (2C) of section 80A above, and

stamp duty would be chargeable on the instrument apart from that section,

B is to transfer stock of a particular kind to A or his nominee, and

stock of the same kind and amount is to be transferred by A or his nominee to B or his nominee,

that stock of the kind concerned is regularly traded on a regulated market.

that the arrangement is effected on F63a regulated market, a multilateral trading facility or a recognised foreign exchange; and

that stock of the kind concerned is regularly traded on that F64market, facility or exchange.

the arrangement is not such as would be entered into by persons dealing with each other at arm’s length; or

under the arrangement any of the benefits or risks arising from fluctuations, before the transfer to B or his nominee takes place, in the market value of the stock accrues to, or falls on, A.

it is subject to the rules of F66the market, facility or exchange; and

it is reported to F66the market, facility or exchange in accordance with the rules of F66the market, facility or exchange.

to change the conditions for exemption from duty under this section; or

to provide that this section does not apply in relation to kinds of arrangement specified in the regulations.

A and B have entered into an arrangement falling within section 80C(1),

the conditions in subsection (2A) or (3) of that section are met,

stock is transferred to A or A's nominee, and

the conditions in subsection (2) below are met.

A and B are not connected persons within the meaning of F100section 1122 of the Corporation Tax Act 2010,

after B has transferred stock under the arrangement, A or B becomes insolvent,

it becomes apparent (whether before or after the insolvency occurs) that, as a result of the insolvency, stock will not be transferred to B or B's nominee in accordance with the arrangement,

the party who does not become insolvent (“the solvent party”) or the solvent party's nominee acquires replacement stock, and

the replacement stock is acquired before the end of the period of 30 days beginning with the day on which the insolvency occurs (“the insolvency date”).

replacement stock acquired using the collateral (whether directly or indirectly), or

where the solvent party uses the whole of the value of the collateral to acquire replacement stock, any further replacement stock.

if a company voluntary arrangement takes effect under Part 1 of the Insolvency Act 1986,

if an administration application (within the meaning of Schedule B1 to that Act) is made or a receiver or manager, or an administrative receiver, is appointed,

on the commencement of a creditor's voluntary winding up (within the meaning of Part 4 of that Act) or a winding up by the court under Chapter 6 of that Part,

if an individual voluntary arrangement takes effect under Part 8 of that Act,

on the F106making of a bankruptcy application or presentation of a bankruptcy petition (within the meaning of Part 9 of that Act),

if a compromise or arrangement takes effect under Part 26 F124or 26A of the Companies Act 2006,

if a bank insolvency order takes effect under Part 2 of the Banking Act 2009,

if a bank administration order takes effect under Part 3 of that Act,F101...

if a special administration order takes effect under the Investment Bank Special Administration Regulations 2011, F149...

if a special administration order takes effect under the Payment and Electronic Money Institution Insolvency Regulations 2021, or

on the occurrence of any corresponding event which has effect under or as a result of the law of Scotland or Northern Ireland or a country or territory outside the United Kingdom.

the transferee is a recognised investment exchange or a nominee of a recognised investment exchange, and

an agreement which relates to the stamp duty which would (apart from this subsection) be chargeable on the instrument, and was made between the Commissioners and the investment exchange under section 33 of the Finance Act 1970, is in force at the time of the transfer.

the transferee is a recognised clearing house F120, a recognised CSDF137... or a third country CSD or a nominee of a recognised clearing house F121, a recognised CSDF147... or a third country CSD, and

an agreement which relates to the stamp duty which would (apart from this subsection) be chargeable on the instrument, and was made between the Commissioners and the clearing house under section 33 of the Finance Act 1970 M10, is in force at the time of the transfer.

in that subsection, the words “ a jobber or his nominee or to”and in the proviso to it the words “jobber or”(in each place);

in subsection (3) of that section, paragraph (d) of the definition of “qualified dealer”(Stock Exchange brokers).

“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,

references to a recognised investment exchange are to a recognised investment exchange within the meaning F40given by section 285(1)(a) of the Financial Services and Markets Act 2000,

“recognised clearing house”, “recognised CSD”, F138... and “third country CSD” have the meanings given by section 285(1)(b), (e)F148... and (g) of the Financial Services and Markets Act 2000,

“stock” includes marketable security.

an instrument listed in subsection (2), or

an instrument made under an instrument listed in subsection (2).

a mandatory reduction instrument made in accordance with section 6B of the Banking Act 2009 (mandatory write-down, conversion etc of capital instruments),

a share transfer instrument or property transfer instrument made in accordance with section 12(2) of that Act (transfer to a bridge bank),

a property transfer instrument made in accordance with section 12ZA(3) of that Act (transfer to asset management vehicle),

a resolution instrument made in accordance with section 12A of that Act (bail-in),

a share transfer order or share transfer instrument made in accordance with section 13(2) of that Act (share transfer),

a supplemental share transfer instrument made in accordance with section 26 of that Act, where the original instrument was made in accordance with section 12(2) or 13(2) of that Act,

a supplemental share transfer order made in accordance with section 27 of that Act,

a property transfer instrument made in accordance with section 41A(2) of that Act (transfer of property subsequent to resolution instrument),

a supplemental property transfer instrument made in accordance with section 42(2) of that Act where the original instrument was made in accordance with section 12(2), 12ZA(3) or 41A(2) of that Act,

a bridge bank supplemental property transfer instrument made in accordance with section 44D(2) of that Act,

a property transfer order made in accordance with section 45(2) of that Act,

a supplemental resolution instrument made in accordance with section 48U(2) of that Act,

an onward transfer resolution instrument made in accordance with section 48V of that Act in the circumstances set out in subsection (3),

an order under section 85 of that Act (temporary public ownership: building societies), F151...

a third-country instrument made in accordance with section 89H(2) or 89I(4) of that Act.

a share transfer instrument or property transfer instrument made in accordance with paragraph 29(3) (bridge central counterparty) of Schedule 11 to the Financial Services and Markets Act 2023 (central counterparties),

a share transfer instrument made in accordance with paragraph 30(2) of that Schedule (transfer of ownership),

a write-down instrument made in accordance with paragraph 34(2) of that Schedule (write-down power),

a supplemental share transfer instrument made in accordance with paragraph 49 of that Schedule (supplemental instruments), where the original instrument was made in accordance with paragraph 29(3) or 30(2) of that Schedule,

a property transfer instrument made in accordance with paragraph 66(2) of that Schedule (transfer of property subsequent to resolution instrument),

a supplemental property transfer instrument made in accordance with paragraph 67(2) of that Schedule (supplemental instruments) where the original instrument was made in accordance with paragraph 29(3) of that Schedule,

a bridge central counterparty supplemental property transfer instrument made in accordance with paragraph 73(2) of that Schedule (bridge central counterparty: supplemental property transfer powers),

a supplemental resolution instrument made in accordance with paragraph 82(2) of that Schedule (supplemental resolution instruments), or

a third-country instrument made in accordance with paragraph 145(2) (third-country resolution actions) or 146(4) (effects of recognition on third-country resolution action) of that Schedule.

is to a person within section 67(6), (7) or (8) or section 70(6), (7) or (8) of this Act (depositary receipt issuers, clearance services), and

is made by way of compensation to a creditor of the financial institution in respect of which the original instrument (within the meaning of section 48V of the Banking Act 2009) was made.