Modernising Stamp Duty and SDRT

As part of Tax Administration and Maintenance Day, HMRC have released a consultation, 'Stamp Taxes on Shares modernisation'. This seeks views on proposals to combine Stamp Duty and Stamp Duty Reserve Tax.

HMRC is looking for stakeholder feedback covering:

• Whether there should be a single tax on shares and securities rather than the existing two, Stamp Duy and Stamp Duty Reserve Tax.
• Proposals for the administration and assessment of a single tax on shares and securities include:
  • Whether any single tax should be self-assessed and reported online to speed up the administrative process.
  • Assessment timescales as well as a discovery and penalty regime.
• The key features of a proposed single new tax on securities include:
  • A single tax point and reporting obligations within 14 days.
  • Common geographical scope between different securities.
  • Including all non-government equity in UK corporates within the scope to tax.
  • Specific treatments and reliefs including in specie distributions, mergers, options and pre-2003 interests in land.
  • How 'consideration' is measured with particular regard to partnership interests, obligations to pay pension benefits, life insurance policies and contingent consideration.
  • Exemptions and reliefs and the extent to which existing reliefs have become redundant.
  • How specific transactions should be treated such as share buybacks, group transactions, reconstructions and acquisitions.

Responses to the consultation can be sent by email to This email address is being protected from spambots. You need JavaScript enabled to view it., or by post to:

Stamp Taxes on Shares Team, HM Revenue & Customs,

Room 3/63, 100 Parliament Street,

London SW1A 2BQ

The consultation ends on 22 June 2023.

Consultation questions

Question 1: Do you agree that the government should pursue a single tax on securities instead of maintaining two separate taxes?

Question 2: Do you agree that any new single tax should be self-assessed with transactions that are not processed through CREST being reported and paid via a new HMRC online portal?

Question 3: Do you agree that having a non-statutory pre-clearance system is an appropriate approach? If not, why not?

Question 4: Do you agree that the need for a UTRN to be presented to registrars is an appropriate assurance and detection measure to have in place?

Question 5: Do you agree with the proposed approach in respect of the liable and accountable persons/ If not, why not and what would you suggest instead?

Question 6: Do you agree that a single charging point as outlined can work and is the correct approach in any new single tax? If you do not think it is the best approach, what would you propose and why?

Question 7: Do you agree that a single accountable date of 14 days from the charging point would work and is the correct approach? If not, what would you do differently and why?

Question 8: Do you agree that the current SDRT geographical scope rules should apply to any new single tax on security transactions? If not, what would you suggest and why?

Question 9: Do you agree it is not necessary to define where an electronic share register is kept under any new single tax on securities? If not, why not?

Question 10: Do you agree that the proposed scope is appropriate, captures what you would expect it to capture and excludes what you would expect it to exclude?

Question 11: Is there anything that is currently captured by Stamp Duty and SDRT that would not be captured through this approach to scope?

Question 12: Do you agree that the government should explore a different approach to the loan capital exemption? Do you foresee any issues with such an approach?

Question 13: Do you agree that the granting of security interests is currently out of scope?

Question 14: Do you think that the government should specify that the granting of security interests is out of scope in legislation and that it wouldn’t open up any route for avoidance?

Question 15: If we chose not to specify that the granting of security interests is out of scope, can you share how much time you would expect to spend establishing and showing the correct tax position for lenders and how often you would be likely to do this?

Question 16: Do you agree that non-UK fund equivalents should have an equal statutory footing to UK funds? What are the benefits and disadvantages of doing so in your view?

Question 17: Do you have any alternative suggestions for how the government might deal with in specie contributions and redemptions, bearing in mind the need to guard against significant losses to the Exchequer?

Question 18: Do you agree this is the correct approach to mergers? If not, why not and what would you propose? If you are proposing an alternative what are the benefits and disadvantages of that option?

Question 19: Do you agree that this is the correct way to deal with call options and warrants?

Question 20: Do you think that this treatment of options and warrants may open up any routes to avoidance?

Question 21: If you do not think the government’s proposal is the correct way to deal with options and warrants, what would you do differently and why?

Question 22: Is there any reason why you think the government should not retain the existing treatment of land transactions that are currently in the scope of Stamp Duty rather than SDLT?

Question 23: Do you agree that taking partnership interests out of scope and dealing with any potential avoidance issues through anti-avoidance legislation is the correct approach? If not, what approach do you think we should take, why, and how would that approach deal with any potential issues?

Question 24: Do you agree with this view on the payment of pension benefits and agree with the proposed approach?

Question 25: Do you think there is any potential for avoidance with the government’s proposed approach to the payment of pension benefits?

Question 26: If you don’t agree with the government’s view on the payment of pension benefits and the proposed approach please explain why?

Question 27: Do you agree that life insurance policies would fall into scope and do you agree with the proposed approach? If not, why not?

Question 28: Do you support the proposal to use money or money’s worth for consideration under any single STS tax?

Question 29: Are there any further instances that are not captured where transactions would be brought into scope where adding a charge would be disruptive that you think we should consider? When telling us of further instances, please illustrate the impact of adding a charge and the extent of the disruption.

Question 30: Are there any further instances where transactions would be brought into scope by using the SDRT definition of consideration that wouldn’t naturally fit into the system as outlined that government needs to consider?

Question 31: Is there anything proposed in this section on consideration that could open up a route for avoidance?

Question 32: Do you agree with the government’s proposals for dealing with uncertain and unascertainable considerations?

Question 33: If not, how do you think we should deal with uncertain and unascertainable considerations for any single tax on securities?

Question 34: Do you agree with the reasoning behind the proposal to remove the de minimis? If not, what justification can you give for retaining it?

Question 35: Is there anything that you do not think has been sufficiently considered in relation to the geographical application of intermediary relief?

Question 36: Do you think that the government should explore whether there is an easier way for intermediaries to apply or not apply intermediary relief to particular transactions?

Question 37: Is there any reason why you think the government should change the geographical application of Stock lending and repurchase relief that it may not be aware of?

Question 38: Do you agree that this is the correct approach to debentures? If not, why not and what would you do differently?

Question 39: Do you agree that this is the correct approach to share buybacks? If not, why not and what would you do differently?

Question 40: If outlining an alternative approach to share buybacks, what are the benefits and disadvantages of that approach?

Question 41: Do you agree that we should include group relief in any new single tax?

Question 42: Do you agree that the government should include reconstruction and acquisition relief in any new single tax?

Question 43: Is there anything you would like to highlight with regard to making the legislation for reconstruction and acquisition relief clearer?

Question 44: Do you agree that the growth market exemption should be retained under any new single tax? If not, why not?

Question 45: In light of the consideration of reliefs and exemptions and their continued functionality, are there any market developments that should be considered?

Question 46: Do you agree that the compliance regime as outlined above is appropriate and proportionate for any new single tax on shares?

Question 47: If not, what do you think should be the difference, how would you change the proposed compliance regime and why?

Question 48: Do you agree that these provisions are now redundant and no longer needed? If not, can you explain why not including them in legislation for any new single tax would be an issue?

Question 49: Are there any other existing provisions that are now redundant and no longer needed?

Question 50: Are there any other existing provisions that do not work in practice?

External links

Consultation: Stamp Taxes on Shares modernisation