HC Deb 24 March 1986 vol 94 c728

Resolved, That the following provisions shall have effect for the period beginning 25th March 1986 and ending 31 days after the earliest of the dates mentioned in section 50(2) of the Finance Act 1973—

  1. (1) This Resolution applies where a company (the acquiring company) acquires the whole or part of an undertaking of another company (the target company) in pursuance of a scheme for the reconstruction of the target company.
  2. (2) If the first and second conditions (as defined below) are fulfilled, stamp duty under the heading "Conveyance or Transfer on Sale" in Schedule 1 to the Stamp Act 1891 shall not be chargeable on an instrument executed for the purposes of or in connection with the transfer of the undertaking or part.
  3. (3) An instrument on which stamp duty is not chargeable by virtue only of paragraph (2) above shall not be taken to be duly stamped unless it is stamped with the duty to which it would be liable but for that paragraph or it has, in accordance with section 12 of the Stamp Act 1891, been stamped with a particular stamp denoting that it is not chargeable with any duty.
  4. (4) The first condition is that the registered office of the acquiring company is in the United Kingdom and that the consideration for the acquisition—
  1. (a) consists of or includes the issue of shares in the acquiring company to all the shareholders of the target company;
  2. (b) includes nothing else (if anything) but the assumption or discharge by the acquiring company of liabilities of the target company.

(5) The second condition is that—

  1. (a) the acquisition is effected for bona fide commercial reasons and does not form part of a scheme or arrangement of which the main purpose, or one of the main purposes, is avoidance of liability to stamp duty, income tax, corporation tax or capital gains tax,
  2. (b) after the acquisition has been made, each shareholder of each of the companies is a shareholder of the other, and
  3. (c) after the acquisition has been made, the proportion of shares of one of the companies held by any shareholder is the same as the proportion of shares of the other company held by that shareholder.

(6) This Resolution applies to any instrument which is executed after 24th March 1986 unless it is executed in pursuance of an unconditional contract made on or before 18th March 1986.

And it is hereby declared that it is expedient in the public interest that this Resolution should have statutory effect under the provisions of section 50 of the Finance Act 1973.