SCHEDULES

SCHEDULE 13U.K. Stamp duty: instruments chargeable and rates of duty

Part IU.K. Conveyance or transfer on sale

ChargeU.K.

1(1)Stamp duty is chargeable on a conveyance or transfer on sale.U.K.

(2)For this purpose “ [F1transfer on sale] ” includes every instrument, and every decree or order of a court or commissioners, by which any property, or any estate or interest in property, is, on being sold, transferred to or vested in the purchaser or another person on behalf of or at the direction of the purchaser.

[F2(3)Sub-paragraph (1) is subject to sub-paragraphs (4) to (6).

(4)Where a company acquires any shares in itself by virtue of section 162 of the Companies Act 1985 (power of company to purchase own shares) or otherwise, sub-paragraph (1) does not apply to any instrument by which the shares are transferred to the company.

(5)Where a company holds any shares in itself by virtue of section 162A of that Act (treasury shares) or otherwise, any instrument to which sub-paragraph (6) applies is to be treated for the purposes of this Schedule as a conveyance otherwise than on sale, and paragraph 16 applies accordingly.

(6)This sub-paragraph applies to any instrument for the sale or transfer of any of the shares by the company, other than an instrument which, in the absence of sub-paragraph (5), would be an instrument in relation to which—

(a)section 67(2) of the Finance Act 1986 (transfer to person whose business is issuing depositary receipts etc), or

(b)section 70(2) of that Act (transfer to person who provides clearance services etc),

applied.]

Rates of dutyU.K.

2U.K.Duty under this Part is chargeable by reference to the amount or value of the consideration for the sale.

3U.K.In the case of a conveyance or transfer of stock or marketable securities the rate is 0.5%.

4U.K.In the case of any other conveyance or transfer on sale the rates of duty are as follows—

5U.K.The above provisions are subject to any enactment setting a different rate or setting an upper limit on the amount of duty chargeable.

Meaning of instrument being certified at an amountU.K.

6(1)The references in paragraph 4 above to an instrument being certified at a particular amount mean that it contains a statement that the transaction effected by the instrument does not form part of a larger transaction or series of transactions in respect of which the amount or value, or aggregate amount or value, of the consideration exceeds that amount.U.K.

(2)For this purpose a sale or contract or agreement for the sale of goods, wares or merchandise shall be disregarded—

(a)in the case of an instrument which is not an actual conveyance or transfer of the goods, wares or merchandise (with or without other property);

(b)in the case of an instrument treated as such a conveyance or transfer only by virtue of paragraph 7 (contracts or agreements chargeable as conveyances on sale);

and any statement as mentioned in sub-paragraph (1) shall be construed as leaving out of account any matter which is to be so disregarded.

Contracts or agreements chargeable as conveyances on saleU.K.

7(1)A contract or agreement for the sale of—U.K.

(a)any equitable estate or interest in property, or

(b)any estate or interest in property except—

(i)land,

(ii)goods, wares or merchandise,

(iii)stock or marketable securities,

(iv)any ship or vessel, or a part interest, share or property of or in any ship or vessel, or

(v)property of any description situated outside the United Kingdom,

is chargeable with the samead valorem duty, to be paid by the purchaser, as if it were an actual conveyance on sale of the estate, interest or property contracted or agreed to be sold.

(2)Where the purchaser has paidad valorem duty and before having obtained a conveyance or transfer of the property enters into a contract or agreement for the sale of the same, the contract or agreement is chargeable, if the consideration for that sale is in excess of the consideration for the original sale, with thead valorem duty payable in respect of the excess consideration but is not otherwise chargeable.

(3)Where duty has been paid in conformity with sub-paragraphs (1) and (2), the conveyance or transfer to the purchaser or sub-purchaser, or any other person on his behalf or by his direction, is not chargeable with any duty.

(4)In that case, upon application and upon production of the contract or agreement (or contracts or agreements) duly stamped, the Commissioners shall either—

(a)denote the payment of thead valorem duty upon the conveyance or transfer, or

(b)transfer thead valorem duty to the conveyance or transfer.

8(1)Where a contract or agreement would apart from paragraph 7 not be chargeable with any duty and a conveyance or transfer made in conformity with the contract or agreement is presented to the Commissioners for stamping with the ad valorem duty chargeable on it—U.K.

(a)within the period of six months after the execution of the contract or agreement, or

(b)within such longer period as the Commissioners may think reasonable in the circumstances of the case,

the conveyance or transfer shall be stamped accordingly, and both it and the contract or agreement shall be deemed to be duly stamped.

(2)Nothing in this paragraph affects the provisions as to the stamping of a conveyance or transfer after execution.

9U.K.The ad valorem duty paid upon a contract or agreement by virtue of paragraph 7 shall be repaid by the Commissioners if the contract or agreement is afterwards rescinded or annulled or is for any other reason not substantially performed or carried into effect so as to operate as or be followed by a conveyance or transfer.