On 25 March 2020, HMRC updated its stamp duty guidance to announce a temporary change in the way that it is dealing with stamp duty, as a result of measures to stop the spread of COVID-19:
The deadline for paying stamp duty and providing stock transfer documentation to HMRC remains 30 days after completion, so there is no change to this timeframe.
While the above changes are sensible and welcome relaxations in light of the current challenges in exchanging hard copy documentation, the guidance does not address the important point of whether share registers may be updated absent a stamped stock transfer form. As it stands, it remains an offence under section 17 Stamp Act 1891 for the company secretary to update the share register without a duly stamped instrument of transfer, so as a technical matter (notwithstanding the new guidance) the share register should not be updated until the form is stamped. One potential solution, in scenarios where it is important for the share register to be updated quickly, could be to structure the transaction using a declaration of trust. We can assist with the structuring and implementation of transactions in this way.
Also on 25 March 2020, Companies House updated its guidance to note that, in the context of a company repurchasing its shares, Companies House will accept and register an unstamped SH03 form if it is accompanied by the letter from HMRC confirming that the correct duty has been paid. Again, this does not, however, address the matter of updating of share registers without a stamped instrument of transfer. Please refer to our recent coverage for more information on further announcements by Companies House allowing companies an additional three months to file accounts in the light of the COVID-19 outbreak.
The above guidance is expected to be updated when the measures end.