Stamp Duties Consolidation Act 1999 section 41

How conveyance in consideration of debt etc, to be charged

Section 41 sets out how stamp duty is charged where property is conveyed in consideration of, or subject to, a debt, and includes an anti-avoidance rule for company share transfers involving the discharge of corporate indebtedness.

• Where property is transferred in satisfaction of a debt owed to the transferee, or subject to the payment of money or stock, that debt, money or stock is treated as the whole or partial consideration on which ad valorem stamp duty is charged.
• The rule applies whether or not the money or stock constitutes a charge or incumbrance on the property, and whether the liability is certain or contingent.
• An anti-avoidance provision deems the amount of any corporate indebtedness discharged by a transferee (directly or indirectly, including through a connected company) to be additional consideration where company stock is conveyed as part of an arrangement whose main purpose is to secure a stamp duty advantage.
• "Arrangement" is broadly defined to include any agreement, understanding, scheme, transaction or series of transactions, whether or not legally enforceable, and "tax advantage" means the avoidance or reduction of a stamp duty charge.