STSM022180 | Scope of stamp duty on shares: stamp duty: adjudication, stamps and reliefs: Demutualisation of Insurance Companies

Section 96 FA1997 provides relief where the whole or part of the business of a mutual insurance company is transferred to a limited company, subject to certain conditions. It is intended to apply to transfers under demutualisation schemes where the members of the insurance company become shareholders in the limited company and not schemes where the insurance company is taken over by a third party.

The conditions

• at least 90% of the members of the insurance company are offered shares in the limited company (or the parent of the limited company)

• any other shares issued by the limited company go to employees or pensioners of the insurance company or are issued as a result of an offer to the public

• adjudication under section 12 SA1891 is compulsory - see STSM022020 for more information