Stamp Duties Consolidation Act 1999 section 80A

Demutualisation of assurance companies

Section 80A exempts from stamp duty any instrument made for the purposes of, or in connection with, the demutualisation of an assurance company that carries on a mutual life business, where certain conditions are met.

• The exemption covers instruments connected with the demutualisation of a mutual life assurance company, whereby its business transfers to a limited company and members receive shares (or rights to shares) in return.
• Shares in the issuing company must be offered to at least 90% of the assurance company's members, and (apart from shares offered to the public) only to members, prospective members and current or former employees or pensioners.
• The exemption applies only where the demutualisation is carried out for bona fide commercial reasons and does not form part of a tax-avoidance scheme.
• If the exemption was not properly due, or the conditions are not met in the demutualisation as actually carried out, the duty is clawed back with interest under section 159D from the date of the instrument until it is paid.