Sending documents to HMRC
A buyer is normally required to pay stamp duty on shares acquired and to submit the original stock transfer form or SH03 form to HMRC within 30 days of the date of the transfer or buyback.
Since 25 March 2020 and due to the COVID-19 pandemic, HMRC has insisted that documents should not be posted and has instead asked that electronic or scanned copies of transfer documents are sent by email to: email@example.com.
If original documents have already been posted to HMRC, scanned copies of these should be resubmitted electronically. Documents or cheques posted to HMRC will not be processed until these temporary COVID-19 related measures are lifted.
The documents should still be submitted for stamping, and the payment of stamp duty should be made, to HMRC within the prescribed 30 day time limit to avoid a penalty and interest.
Paying stamp duty
Payments of stamp duty must also be made electronically either by faster payment, CHAPS or BACS. The bank details for HMRC are available on this website: https://www.gov.uk/guidance/pay-stamp-duty#how-to-pay.
You should ensure that you properly reference your payment and quote the reference, the amount and the date of payment in your email to firstname.lastname@example.org so the payment can be accurately identified and allocated.
Submitting original documents for stamping
Once HMRC has checked the transfer instrument that you have electronically submitted for stamping and has received the payment of stamp duty, it will send you a letter by email. The letter will normally acknowledge receipt of the payment, confirm that it was received within the time limit and that there is therefore no penalty due and also confirm that the original document may be posted to HMRC in future for stamping.
As such, you will not immediately receive back the stamped transfer instrument and the stamping will therefore be delayed until the COVID-19 pandemic has abated and the temporary COVID-19 related measures are lifted.
This delay could cause some problems when recording the transfer of shares in the statutory books because, depending on the company’s articles of association, it may not be possible to register a transfer of shares until such time as a stamped transfer instrument has been received by the company. However, in some cases, an unstamped stock transfer form, together with the letter from HMRC acknowledging the payment of stamp duty, may be sufficient to register the transfer.
We would be happy to review your company’s articles of association to establish the requirements for registering transfers and, if we find that you are unable to register a transfer without a stamped stock transfer form, we can advise you on your options.
Filing SH03 forms at Companies House
Companies House requires the original stamped SH03 form for filing. Therefore, in the case of a share buyback by a company, the original SH03 form should be posted to HMRC following electronic submission, payment of stamp duty and receipt of the acknowledgement letter from HMRC. A copy of the acknowledgment letter from HMRC should be enclosed with the original SH03 form to expedite stamping on receipt by HMRC.
The original stamped SH03 form is normally required to be filed at Companies House within 30 days of the date of the buyback but Companies House has confirmed that late filings of SH03 forms will be accepted. In the case of late filings, ensure that an explanation is provided, together with copies of correspondence where relevant.
Companies House can be contacted by email on email@example.com.
If you would like any assistance with paying stamp duty or filing documents, please feel free to contact us.