Stamp Duties Consolidation Act 1999 section 80

Reconstructions or amalgamations of companies

Section 80 provides relief from stamp duty for genuine company reconstructions, amalgamations and mergers, removing the charge that would otherwise arise on instruments transferring an undertaking, shares or property carried out as part of a bona fide corporate reorganisation.

• Relief applies to a bona fide reconstruction or amalgamation where an acquiring company issues its own shares for at least 90% of the consideration in order to acquire a target company's undertaking, or at least 90% of the target company's issued share capital, and also to qualifying mergers under the Companies Act 2014.
• Where the relief applies, no stamp duty is charged on the instrument transferring the undertaking, the shares, an insurance or life policy, or other property, or on the assignment of any debts.
• Conditions attach: the instrument must be executed within 12 months, the acquiring company's constitution or resolution must authorise the acquisition, and, where an undertaking is transferred, any property in it must already have been conveyed to the target company.
• The relief is clawed back, with interest, if it was not properly due or if the relevant shares cease to be beneficially owned within two years; throughout, the reorganisation must be for genuine commercial reasons and not tax avoidance.