Part IV Stamps.
C142 Relief from transfer stamp duty in case of transfer of property as between associated companies.
1
Stamp duty under F1Part I of Schedule 13 to the Finance Act 1999 (conveyance or transfer on sale), shall not be chargeable on an instrument to which this section applies;
Provided that no such instrument shall be deemed to be duly stamped unless either it is stamped with the duty to which it would but for this section be liable, or it has in accordance with the provisions of section twelve of the said Act been stamped with a particular stamp denoting either that it is not chargeable with any duty or that it is duly stamped.
C2C3F22
This section applies to any instrument as respects which it is shown to the satisfaction of the Commissioners F3that—.
a
the effect of the instrument is to convey or transfer a beneficial interest in property from one body corporate F4(“the transferor”) to another (“the transferee”), and
b
the bodies in question are associated at the time the instrument is executed
F5unless at the time the instrument is executed arrangements are in existence by virtue of which at that or some later time any person has or could obtain, or any persons together have or could obtain, control of the transferee but not of the transferor F18(but see sections 42A and 42B) .
F62A
For the purposes of this section bodies corporate are associated at a particular time if at that time one is the parent of the other or another body corporate is the parent of each.
2B
For the purposes of this section one body corporate is the parent of another at a particular time if at that time the first body
F7a
is beneficially owner of not less than 75 per cent. of the ordinary share capital of the second body
F8b
is beneficially entitled to not less than 75 per cent of any profits available for distribution to equity holders of the second body; and
c
would be beneficially entitled to not less than 75 per cent of any assets of the second body available for distribution to its equity holders on a winding-up.
3
The ownership referred to in F9paragraph (a) of subsection F10(2B) above is ownership either directly or through another body corporate or other bodies corporate, or partly directly and partly through another body corporate or other bodies corporate, and Part I of Schedule 4 to the M1Finance Act 1938 (determination of amount of capital held through other bodies corporate) shall apply for the purposes of F11that paragraph. . ..
F124
In this section “ordinary share capital”, in relation to a body corporate, means all the issued share capital (by whatever name called) of the body corporate, other than capital the holders of which have a right to a dividend at a fixed rate but have no other right to share in the profits of the body corporate.
F135
6
In determining for the purposes of this section whether a body corporate is the parent of the transferor, F16sections 171(1)(b) and (3), 173, 174 and 176 to 178 of the Corporation Tax Act 2010 shall not apply for the purposes of paragraph (b) or (c) of subsection (2B).
7
In this section, “control” shall be construed in accordance with F17section 1124 of the Corporation Tax Act 2010 .