Copyright Moore Barlow LLP (Moore Blatch and Barlow Robbins merged May 2020)

Coronavirus: How to deal with stamping formalities on the sale of shares

As UK companies continue to deal with the ever-changing effect on day to day business as a result of Coronavirus (COVID-19), one of the challenges which companies may face is the impact of the closure of HM Revenue & Customs (HMRC) offices. This might be particularly challenging when faced with post completion matters following transactions in shares.

When shares in a company are bought or sold, a stock transfer form is required and if the sale price is £1,000 or over, the stock transfer form must be stamped at HMRC and stamp duty paid before the buyer can be written up in the shareholder register as the registered owner of those shares.

As of 25 March 2020, HMRC announced a temporary relaxation of its requirement that an original stock transfer form with a wet-ink signature must be submitted for stamping. This is a reflection of the effect that COVID-19 is having on businesses and the need to close offices during this uncertain time. As a temporary solution, HMRC have confirmed that it will accept scanned stock transfer forms sent via email. The same solution has also been put in place in respect of the stamping of Forms SH03 (following a company’s purchase of its own shares).

In addition, HMRC have confirmed that they will accept e-signatures, as opposed to wet-ink signatures, whilst its COVID-19 measures remain in place.

So, what do you do if you have already sent an original wet-ink stock transfer form to HMRC? It is important to note that HMRC are advising that in such circumstances, the stock transfer form should be resubmitted electronically, providing details of any payments which have already been made. If you fail to do so, there is likely to be a significant delay in getting your stock transfer form stamped, as any documents already received by HMRC via hard copy post will not be assessed until the COVID-19 measures are lifted.

This certainly provides a good work around for companies during this time and we hope that it is reassuring for companies to know that these procedures can still be carried out remotely without any delay.

If you have any concerns over stamping, then our Company Secretarial Team are here to help.


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