Stamp Duties Consolidation Act 1999 section 119

Reconstructions or amalgamations of capital companies

Section 119 provided relief from companies capital duty in certain cases involving the reconstruction or amalgamation of capital companies. Companies capital duty applied to transactions taking place before 7 December 2005: Finance Act 2006 section 110(a).

• A zero per cent rate of companies capital duty applied where an acquiring company took over the whole or part of the undertaking, or the share capital, of another capital company (the target company).
• Where share capital was acquired, the acquiring company had to hold at least 75 per cent of the issued share capital of the target company following the transaction.
• The consideration had to consist of shares issued by the acquiring company, the transfer or discharge of liabilities of the target company, or cash not exceeding 10 per cent of the nominal value of the shares issued.
• The relief was clawed back if, within five years of the transaction, the acquiring company disposed of any of the relevant shares or ceased to hold at least 75 per cent of the issued share capital of the target company.