STSM042600 | Exemptions and reliefs: reliefs: UK Listing Relief: Overview of SDRT Relief

Background

Section 89C FA1986 provides relief from the Stamp Duty Reserve Tax (SDRT) 0.5% (section 87 FA1986) charge on agreements to transfer chargeable securities of a company for 3 years from when the company’s shares (or depositary interests in its shares) were first listed on a UK regulated market. Section 89C has effect for agreements to transfer chargeable securities in a company that is first listed on or after 27 November 2025.

Main conditions

The relief applies to agreements to transfer a company’s chargeable securities where:

• At the time of the agreement to transfer, the company’s shares (or depositary interests in shares) are admitted to trading on a UK regulated market, and

• The agreement to transfer took place within 3 years of the company’s first listing

except where an exclusion applies (see STSM042610).

A company is regarded as being listed for the purposes of the relief if the shares (or depositary interests in shares) of the company are:

• included in the official list in accordance with Part 6 of the Financial Services and Markets Act 2000 (“FSMA”) (see section 74 of that Act), or

• not being included only by reason of suspension under Part 6 of FSMA

A company is “first” listed when shares (or depositary interests in shares) in the company are admitted to the official list at a time when no other shares (or depositary interests in shares) of the company were included in the official list.

UK Listing Relief will cease to apply to a company’s securities if there is a change of control in the company.

Further information about the start and end dates for the relief can be found at STSM042610.

There are special rules regarding the relief start date for special purpose acquisition companies (SPACs) (see STSM042620).

For the purposes of Section 89C FA1986, “UK regulated market” has the same meaning as in Regulation (EU) No 600/2014 of the European Parliament and of the Council of 15 May 2014 on markets in financial instruments (see Article 2(13A)).

What does the relief apply to?

If a company is “first” listed and its shares (or depositary interests in shares) are admitted to trading on a UK regulated market, unless an exclusion applies (see STSM042610) the relief applies to agreements to transfer all listed or unlisted chargeable securities raised or issued by that company (including rights), irrespective of where the agreement to transfer takes place.

This includes transfers to and within clearance services which have a section 97A FA1986 election into the 0.5% charging regime in place, provided the agreement to transfer meets the relevant relief conditions in section 89C FA1986.

While a company is within a 3-year relief period, the relief can apply to all the securities of the company, irrespective of whether the securities were issued before or after the “first listing”. By way of contrast, the agreement to transfer securities of a listed company which is not within a 3-year listing relief period will not qualify for UK listing relief irrespective of when the securities were issued.

What doesn’t the relief apply to?

The relief does not apply to the SDRT higher rate 1.5% charge (see STSM042630), nor does the relief apply to either the 0.5% or 1.5% Stamp Duty charges.

Examples

See STSM042605 for some illustrative examples of when UK listing relief will and will not apply.