Stamp Duties Consolidation Act 1999 section 31D

Cancellation schemes of arrangement

Section 31D imposes a stamp duty charge where a company is acquired through a court-approved scheme of arrangement that involves cancelling the target company's shares under the Companies Act 2014.

• Where an agreement exists to acquire a target company and that company enters into a binding scheme of arrangement involving the cancellation of its shares, the agreement is chargeable to stamp duty at 1% as if it were a direct transfer of those shares on sale.
• The stamp duty charge is deemed to be executed on the date the court order approving the scheme of arrangement is delivered to the Companies Registration Office.
• The consideration on which stamp duty is charged is the amount received by the target company's shareholders for the cancellation of their shares, and the person paying that consideration is the accountable person liable for the duty.
• This section applies to scheme orders made on or after 9 October 2019, and where an acquisition is chargeable under both section 31C and section 31D, only section 31C applies.