HC Deb 23 April 2002 vol 384 cc287-90

Resolved,

That the following provisions shall have effect for the period beginning with 24th April 2002 and ending 31 days after the earliest of the dates mentioned in section 50(2) of the Finance Act 1973—

(1) Paragraph (2) of this Resolution shall apply where—

  1. (a) an instrument ("the relevant instrument") transferring land in the United Kingdom from one company ("the transferor company") to another ("the transferee company") has been stamped on the basis that group relief applies,
  2. (b) before the end of the period of two years beginning with the date on which the instrument was executed the transferee company ceases to be a member of the same group as the transferor company, and
  3. (c) at the time when it ceases to be a member of the same group as the transferor company it holds an estate or interest in land—
    1. (i) that was transferred to it by the relevant instrument, or
    2. (ii) that is derived from an estate or interest that was so transferred,
and that was not subsequently transferred to it by a duly stamped instrument for which group relief was not claimed.

(2) In those circumstances—

  1. (a) group relief in relation to the relevant instrument, or an appropriate proportion of it, is withdrawn, and
  2. (b) the stamp duty that would have been payable on stamping the relevant instrument but for group relief if the estate or interest in land transferred by that instrument had been transferred at market value, or an appropriate proportion of the duty that would have been so paid, is payable by the transferee company within 30 days after that company ceases to be a member of the same group as the transferor company.
(3) In paragraph (2) of this Resolution "an appropriate proportion" means an appropriate proportion having regard to what was transferred by the relevant instrument and what the transferee company holds at the time it ceases to be a member of the same group as the transferor company.

(4) In this Resolution "group relief" means relief under any of the following provisions—

  1. (a) section 42 of the Finance Act 1930 or section 11 of the Finance Act (Northern Ireland) 1954;
  2. (b) section 151 of the Finance Act 1995.
(5) In this Resolution—
  1. (a) references to the transfer of land include the grant or surrender of an estate or interest in or over land;
  2. (b) "company" includes any body corporate; and
  3. (c) references to a company being in the same group as another company are to the companies being associated bodies corporate within the meaning of the relevant group relief provision.
(6) Where the relevant instrument transfers land in the United Kingdom together with other property, the provisions of this Resolution apply as if there were two separate instruments, one relating to land in the United Kingdom and the other relating to other property.

(7) Paragraph (2) of this Resolution does not apply if the transferee company ceases to be a member of the same group as the transferor company by reason of the latter company leaving the group.

(8) The transferor company is regarded as leaving the group if the companies cease to be members of the same group by reason of a transaction relating to shares in—

  1. (a) the transferor company, or
  2. (b) another company that as a result of the transaction ceases to be a member of the same group as the transferee company.
(9) Paragraph (2) of this Resolution does not apply if—
  1. (a) the transferee company ceases to be a member of the same group as the transferor company as a result of an acquisition of shares by another company ("the parent company") in relation to which acquisition relief applies, and
  2. (b) the transferee company is immediately after that acquisition a member of the same group as the parent company ("the new group").
(10) For this purpose—
  1. (a) "acquisition relief" means relief under section 75 of the Finance Act 1986; and
  2. (b) references to an acquisition in relation to which such relief applies are to an acquisition such that an instrument effecting the transfer of the shares is exempt from stamp duty by virtue of that provision.
(11) But if before the end of the period of two years beginning with the date on which the relevant instrument was executed—
  1. (a) the transferee company ceases to be a member of the new group, and
  2. (b) at the time when it ceases to be a member of the new group it holds an estate or interest in land that—
    1. (i) was transferred to it by the relevant instrument, or
    2. (ii) is derived from an estate or interest that was so transferred,
and that was not subsequently transferred to it by a duly stamped instrument for which group relief was not claimed,

the provisions of this Resolution shall apply as if the company had then ceased to be a member of the same group as the transferor company.

(12) Where an amount of duty is payable under this Resolution, interest on that amount is payable as from the end of the period of 30 days from the day on which the relevant instrument was executed.

(13) The provisions of section 15A(3) to (5) of the Stamp Act 1891 apply in relation to interest under paragraph (13) of this Resolution.

(14) The transferee company shall, within the period of 30 days mentioned in paragraph (2)(b) of this Resolution within which payment is to be made, notify the Commissioners of—

  1. (a) the date on which it ceased to be a member of the same group as the transferor company,
  2. (b) the relevant land held by it at that time,
  3. (c) the nature of the relevant instrument, the date on which it was executed, the parties to the instrument and the date on which the instrument was stamped,
  4. (d) the market value of the land transferred to it by the relevant instrument at the date on which that instrument was executed, and
  5. (e) the amount of duty and interest payable by it under this Resolution.
(15) In paragraph (14)(b) of this Resolution the "relevant land" held by the transferee company means every estate or interest in relation to which paragraph (1)(c) of this Resolution applies.

(16) Section 98 of the Taxes Management Act 1970 shall have effect as if a reference to paragraph (14) of this Resolution were inserted in the second column of the Table in subsection (5) of that section.

(17) The provisions of regulations under section 98 of the Finance Act 1986, and the provisions of the Taxes Management Act 1970 applied by those regulations, have effect with the necessary modifications in relation to—

  1. (a) the determination by the Commissioners of the duty payable under this Resolution or the interest payable thereon,
  2. (b) appeals against any such determination, and
  3. (c) the collection and recovery of any such duty or interest,
as if it were an amount of stamp duty reserve tax.

(18) This paragraph applies where —

  1. (a) an amount is payable under this Resolution by the transferee company,
  2. (b) a notice of determination of the amount payable has been issued by the Commissioners, and
  3. (c) the whole or part of that amount is unpaid six months after the date on which it became payable.
(19) The following persons may, by notice under paragraph (22) of this Resolution, he required to pay the unpaid amount—
  1. (a) any company that at any relevant time was a member of the same group as the transferee company, and
  2. (b) any person who at any relevant time was a controlling director of the transferee company or of a company having control of the transferee company.
(20) For this purpose a "relevant time" means any time between the execution of the relevant instrument and the transferee company ceasing to be a member of the same group as the transferor company.

(21) In paragraph (19) of this Resolution—

  1. (a) "director", in relation to a company, has the meaning given by section 168(8) of the Income and Corporation Taxes Act 1988 (read with subsection (9) of that section) and includes any person falling within section 417(5) of that Act (read with subsection (6) of that section); and
  2. (b) "controlling director", in relation to a company, means a director of the company who has control of it (construing control in accordance with section 416 of that Act).
(22) The Commissioners may serve a notice on a person within paragraph (19) of this Resolution requiring him, within 30 days of the service of the notice, to pay the amount that remains unpaid.

(23) Any such notice must be served before the end of the period of three years beginning with the date on which the notice of determination mentioned in paragraph (18)(b) of this Resolution is issued.

(24) The notice must state the amount required to be paid by the person on whom the notice is served.

(25) The notice has effect—

  1. (a) for the purposes of the recovery from that person of the amount required to be paid and of interest on that amount, and
  2. (b) for the purposes of appeals,
as if it were a notice of determination and that amount were an amount of stamp duty reserve tax due from that person.

(26) A person who has paid an amount in pursuance of a notice under paragraph (22) of this Resolution may recover that amount from the transferee company.

(27) A payment in pursuance of such a notice is not allowed as a deduction in computing any income, profits or losses for any tax purposes.

(28) The Commissioners may by notice require any person to furnish them within such time, not being less than 30 days, as may be specified in the notice with such information (including documents or records) as the Commissioners may reasonably require for the purposes of this Resolution.

(29) A barrister or solicitor shall not be obliged in pursuance of a notice under paragraph (28) of this Resolution to disclose, without his client's consent, any information with respect to which a claim to professional privilege could be maintained.

(30) Section 98 of the Taxes Management Act 1970 shall have effect as if a reference to paragraph (28) of this Resolution were inserted in the first column of the Table in subsection (5) of that section.

(31) This Resolution shall be construed as one with the Stamp Act 1891.

(32) This Resolution shall apply where the relevant instrument is executed after 23rd April 2002.

(33) But this Resolution does not apply to an instrument giving effect to a contract made on or before 17th April 2002, unless—

  1. (a) the instrument is made in consequence of the exercise after that date of any option, right of pre-emption or similar right, or
  2. (b) the instrument transfers the property in question to, or vests it in, a person other than the purchaser under the contract because of an assignment (or, in Scotland, assignation) or further contract made after that date.
(34) This Resolution shall come into force on 24th April 2002.

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.