If you are thinking about setting up a business, and need it done quickly and easily with no additional requirements, then this package is the perfect choice.
This package is a cheap and efficient way to begin business, and includes the provision of a registered office address in London for the duration of one year.
This package is a not expensive and efficient way to begin business, and includes the provision of a registered office address in London and a nominee secretary for the duration of one year.
This package is one of the most cost effective and the efficient way to start a UK company, which includes a registered office address in London, a nominee secretary, and a nominee director for the duration of one year.
E-quick*
£32.00
Economy
£82.00
Premier
£207.00
Deluxe
£557.00
Usefull links
Further information
Private company limited by shares
No Annual Charges
Private company limited by shares
Annual Fee From: £50.00
Private company limited by shares
Annual Fee From: £175.00
Private company limited by shares
Annual Fee From: £525.00
Usefull links
Further information
Private Company Limited by Shares:
A private company limited by shares in England and Wales must have at least one director, one shareholder, and may have a secretary.
You need at least one person to form this type of company. If there is only one director, and that director is a natural person in your company, that director can also act as the secretary.
A company must have at least one director who is a natural person. This requirement is met if the office of director is held by a natural person as a corporation sole or otherwise by virtue of an office.
You can register a sole director' company, if you are familiar with the secretaries duties and responsibilities, because all of them belongs to a sole director.
The directors and secretary of your company can also be shareholders.
The Companies Act imposes no restriction on the minimum age of company directors. However Companies House will actively discourage the appointment of anyone under the age of 16 from taking up a company directorship on the grounds that the individuals concerned may not fully understand the legal liabilities that go with the position and for the most part will not have the experience necessary to perform the duties of a company director.
Under the Companies Act 2006, there is no restriction on any or all of the members/shareholders being from an overseas country (i.e. outside the United Kingdom in terms of residency, domicile, citizenship, place of incorporation or all or any of those concepts).
There is no requirement for the officers of your company to be UK citizens or residents, nor for them to hold valid work permits.
Owning, or being an officer of a UK company does not, however, grant you any right to live or work in the UK if you are a foreign national.
Your company must have a registered office address within England or Wales; this is the official address of your company and will be on the public record as such.
Your company must hold its official company documents at its registered office address: its register of shareholders, and its constitutional documents.
So long as you maintain a registered office address in England or Wales, you can conduct your business from any place in the world: you do not have to run your business from your registered office address.
Coddan offers company formation, ready-made company registration for UK limited companies.
We offer electronic filing enterprises & registering corporation services. In addition to
business registrations, we offer trademark registration, shareholder agreements, toll-free
numbers, telephone answering, virtual office and company searches for UK limited companies.
You are an accountant for whom company establishment is a frequent activity or an individual
ordering your first company registrations. Start a company by incorporating or forming a LTD,
PLC or LLP at Coddan. Learn about incorporation & how to incorporate your business
online: register a business name, company registration, business registration numbers, company
house web filing - business name registration check. Whether you start-up online, register
London business or form a corporation Scotland, we can help you understand the business start-up
process for filing LTD United Kingdom.
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Incorporate or form an LLC – online: company registrar
United Kingdom, limited company formations & corporation registration, electronically LLC
online, very easy and informative. In addition to private companies Great Britain, we offer
trademark registration, shareholder agreements, 0870 numbers, telephone answering, virtual office and company searches for English companies. Information to help start,
grow or manage a small business. If you are starting a business Edinburgh or starting own business Northern Ireland, read our starting business Republic of Ireland guide.
Home business and small business training and ideas site to help you start Belfast, grow, and expand a home-based business or search for the work at home job right.
An outline of the general steps for incorporation in Great Britain, explaining how to incorporate your business Dublin, from choosing where to incorporate your business.
UK ready-made company formation services and company registrations online, our offices keep a stock of ready made companies, and would be happy to supply details on request.
We offer offshore ready-made companies in different jurisdictions, readymade offshore companies also called as offshore shelf companies, shelf off-shore companies for sale:
starting applying for a business name, business name registration partnership, grants for
starting a business and starting a business from home.
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Open company same-day and offshore setting-up services using our online starting-up service for
Limited Liability Company Offshore companies. Start enjoying the tax benefits and personal
liability protection that forming a corporation or Limited Liability Company (LLC) provides.
Offshore company incorporation, offshore checking and offshore saving accounts, offshore time
deposits, offshore mutual funds, offshore money market accounts and offshore asset protection
provided by Coddan. Company formations, limited company formations, electronic incorporations,
company formation agents, paperless company registrar, electronic companies filing, United
Kingdom limited company, setting corporation Ireland, business incorporation Scotland, open
company England, London company registration, electronic companies filing, British companies
registrars, business consultants, company law, public limited company, plc, international
companies, ltd, inc, limited liability, enterprise, organization, organization, tax, taxation,
England, firm, partnership, trade, profession, contractors, business, private limited company,
limited by shares, ready-made companies, readymade company, aged company, off the shelf
company, shelf companies list.
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Specializes in company registration and secretarial services.
Provides list of shelf company, services and cost quotation, business name registration,
company house direct, starting a business - sole trader business registration.
This is actually a pretty good reason to incorporate in Delaware or Nevada. In fact, you could
be a foreigner from Lebanon, never setting foot on American soil, form a Delaware corporation
and no one would know who you are! However, many states will require the owners and/or officers
and/or directors information while operating in that state (as a foreign corp.). Besides,
how many small businesses require anonymity? Incorporate, incorporation, incorporating,
incorporation services, incorporating services, incorporate Wyoming business online,
incorporating Oregon business, New York LLC formation, Louisiana limited liability corporation,
Texas articles of incorporation, Florida company incorporation, California non profit
corporation, corporate name search offshore, BVI corporate name availability, Seychelles
corporate name registration.
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Learn about incorporation services UK and incorporate London
online: starting your own business, business ideas, starting a business on ebay or buying a
business with legal requirements for starting a business. Online England company formations,
online company London W1 formation, Glasgow formation agent, Liverpool formations agent,
Scottish companies house, forming a company Scotland, starting a business Wales, form a
limited company Oxford, United Kingdom business registration agents, online Great Britain
company registration. E-Business, small business, business structures defined: the limited
liability company business structures defined: the limited liability company IRS treatment of
the one-member LLC. An LLC with only one member / owner is automatically considered to be a
sole proprietorship unless an election is made to be treated as a corporation. Thus, the sole
member of an LLC will file (Form 1040), (U.S. Individual Income Tax Return), ideas for starting
a business, grants for starting a business, starting a business from home, starting your own
business - business ideas, starting a business on ebay, buying a business: legal requirements
for starting a business, ideas for starting a business.
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A business may be conducted by a company
as an entity in its own right and comes into existence by incorporation under companies
legislation which also regulates the running of the company and sets out the duties of its
officers. In recent years trading trusts have been commonly used as the structure for carrying
on a business with their main objective of tax minimization. A trust requires a trustee to act
on behalf of a trust and it has been preferable to have a company newly incorporated to act as
the trustee as it is believed that this limits the liability of the trust to the paid-up capital
of the Trustee Company. A trust is formed by a gift or settlement being made to the trustee on
behalf of the, as yet unformed, trust. A solicitor draws up a Trust Deed setting out the powers
and formalizing the administration of the trust. The trust has beneficiaries rather than
shareholders as in a company, who are entitled to distributions of capital and/or income and
these distributions, are controlled by the trustee.
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The distribution made to beneficiaries are
subject to income tax as part of their personal income and are liable for provisional tax on
these distributions. Citizens and residents of other countries may incorporate in the United
Kingdom through the standard incorporation procedures set forth by each state. Provides UK
company formations, trademark registration, registered office facilities and company secretary
services. Professional company formation, register your company online, we may establish new
business at one day. An online guide to starting up and expanding your business.
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This is one of our most popular packages with worldwide customers, and includes: -
EQUICK-4 zvezdy :-****
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Our Deluxe package is a fast and easy option, it is ideal for the UK, EU, and international small to medium businesses who wish to appoint a nominee director and a nominee secretary in order to maintain the anonymity of the real owner, and it includes: -
Incorporation of your company from scratch using one of our registered office addresses in London, our nominee director and nominee secretary. We can appoint your own candidate(s) to the role of shareholder(s), or you can appoint a nominee sharholder provided by Coddan;
The standard capital on formation is £1.00, this is divided into 1.00 ordinary share valued at £1.00 (a minimum of one share must be issued);
The formation of a limited company usually takes as little as four to six hours from the time that your application and payment are received by Coddan;
The government fee for incorporation is included in the price of this package;
The provision of a registered office address for 12 months is included in the price of this package (our registered office address service is charged annually);
The provision of a nominee secretary for 12 months is included in the price of this package (our nominee secretary service is charged annually);
The provision of a nominee director for 12 months is also included in the price of this package (our nominee director service is charged annually);
The following two hard bound copies of corporate documents, will be send by post to you upon formation of your private limited company: -
A laminated copy of the certificate of incorporation of your company;
A hard bound copy of the memorandum and articles of association;
A hard bound copy of the minutes of the first meeting of directors;
Share certificates, and your company register;
The general power of attorney signed by a nominee director;
Pre-signed, undated resignation letter from a nominee director;
The agreement for the provision of nominee service and indemnification of nominee.
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This is our most popular package with the UK residents, and includes: -
The registration of your company from scratch using your own registered office address,
and appoint your own candidates to the roles of director, secretary (if needed), and shareholder;
The standard capital on formation is £1.00, this is divided into 1.00 ordinary share valued at £1.00 (a minimum of one share must be issued);
The formation of a limited company usually takes as little as four to six hours from the time that your application and payment are received by Coddan;
The government fee for incorporation is included in the price of this package;
The following documents, which need to be printed and signed, will be e-mailed to you upon formation of your company: -
A certificate of incorporation (requires PDF file reader);
The memorandum & articles of association (requires PDF file reader);
The first meeting of the board of directors (requires PDF file reader);
Share certificates and a company register (requires PDF file reader).
*If you do not have an a valid address in the UK, which can be used as the registered office address for your company, please check our Economy package. The non-UK address cannot be acceptable as the office address for the UK company.
This is our most popular package with the UK and EU residents, and includes: -
The registration your company from scratch using one of our registered office addresses, and appoint your own candidates to the roles of director, secretary (if needed), and shareholder;
The standard capital on formation is £1.00, this is divided into 1.00 ordinary share valued at £1.00 (a minimum of one share must be issued);
The formation of a limited company usually takes as little as four to six hours from the time that your application and payment are received by Coddan;
The government fee for incorporation is included in the price of this package;
The provision of a registered office address for 12 months is also included in the price of this package (our registered office address service is charged annually);
The following documents, which need to be printed and signed, will be e-mailed to you upon formation of your company: -
A certificate of incorporation (requires PDF file reader);
The memorandum & articles of association (requires PDF file reader);
The first meeting of the board of directors (requires PDF file reader);
Share certificates and a company register (requires PDF file reader).
This is another one very popular package with worldwide customers, and includes: -
The formation of a company limited by guarantee usually takes as little as five to seven working days from the time that your application and payment are received by Coddan;
The incorporation your BVI company limited by guarantee from scratch using our registered agent & registered office address, and appoint your own candidate to the role of a members;
The government and initiation fees for incorporation are included in the price of this package;
The search for a company name availability, confirmation, and reservation;
An original certificate of incorporation
A hard bound copy of the memorandum & articles of association
The preparation and submission of the memorandum and articles of association;
A local registered office address and a local registered agent for 12 months are included in the price of this package (our registered agent & office address service are charged annually);
The provision of a nominee director for one year is also included in the price of this package (our nominee director service is charged annually);
To receive an original of the certificate of incorporation from the Companies Registrar usually takes as little as two to three days from the time of incorporation.
The following hard bound copy of corporate documents, will be posted to you upon formation of your company limited by guarantee: -
An original certificate of incorporation;
A hard bound copy of the memorandum and articles of association;
The minutes of the first meeting of the board of directors;
A completed register of directors and members;
An elegant printed membership certificates;
A pliers seal.
The general power of attorney signed by a nominee director (additional fee applies);
Pre-signed, undated resignation letter from a nominee director;
The agreement for the provision of a nominee service and indemnification of nominee.
This is our most popular package with international customers, and includes: -
The formation of a company limited by guarantee usually takes as little as five to seven working days from the time that your application and payment are received by Coddan;
The registration your BVI company limited by guarantee from scratch using our registered agent & registered office address, and appoint our own candidates to the role of a nominee director and a nominee member;
The government and initiation fees for incorporation are included in the price of this package;
The search for a company name availability, confirmation, and reservation;
The preparation and submission of the memorandum and articles of association;
A local registered office address and a local registered agent for one year are included in the price of this package (our registered agent & office address service are charged annually);
The provision of a nominee director for 12 months is included in the price of this package (our nominee director service is charged annually);
A completed register of directors and members
The provision of a nominee member for 12 months is also included in the price of this package (our nominee member service is charged annually);
To receive an original of the certificate of incorporation from the Companies Registrar usually takes as little as two to three days from the time of incorporation.
The following hard bound copy of corporate documents, will be posted to you upon formation of your company limited by guarantee: -
An original certificate of incorporation;
A hard bound copy of the memorandum and articles of association;
The minutes of the first meeting of the board of directors;
A completed register of directors and members;
An elegant printed membership certificates;
A pliers seal.
Pre-signed, undated letters of resignation from a nominee director and a nominee member;
A general power of attorney signed by a nominee director (additional fee applies);
A declaration of trust from a nominee member;
An indemnity letter for the power of attorney;
A nominee agreement which provides for the indemnification of the nominees.
This is another one of our most popular packages for small and medium size businesses, such as those being run by a sole director from home, and for companies owned by overseas residents who still need a local registered office address, but would rather not open a local office in the UK;
This package is often chosen by such customers, who are looking to minimise a sole director' personal liability (and who are not quite familiar with the UK corporate legislation), because this package includes thye provision of a nominee secretary for 12 months. This package is also includes: -
The registration your company from scratch using one of our registered office addresses, and appoint your own candidates to the roles of director, and shareholder;
The standard capital on formation is £1.00, this is divided into 1.00 ordinary share valued at £1.00 (a minimum of one share must be issued);
The formation of a limited company usually takes as little as four to six hours from the time that your application and payment are received by Coddan;
The government fee for incorporation is included in the price of this package;
The provision of a registered office address for 12 months is included in the price of this package (our registered office address service is charged annually);
The provision of a nominee secretary for 12 months is also included in the price of this package (our nominee secretary service is charged annually);
The following hard bound copy of the corporate documents, will be send by post to you, upon formation of your private limited company: -
A laminated copy of the certificate of incorporation of your company;
A hard bound copy of the memorandum and articles of association;
A hard bound copy of the minutes of the first meeting of directors;
Share certificates, and your company register.
This is another one very popular package with worldwide customers, and includes: -
The formation of a limited partnership usually takes as little as five to seven working days from the time that your application and payment are received by Coddan;
The incorporation your BVI offshore limited partnership from scratch using our registered agent & registered office address, and appoint your own candidate to the role of a general partner;
The government and initiation fees for registration are included in the price of this package;
The search for a limited partnership name availability, confirmation, and reservation;
The preparation and submission of the partnership agreement;
A local registered office address and a local registered agent for 12 months are included in the price of this package (our registered agent & office address service are charged annually);
The provision of a nominee limited partner for one year is also included in the price of this package (our nominee limited partner service is charged annually);
To receive an original of the certificate of incorporation from the Companies Registrar usually takes as little as two to three days from the time of incorporation.
The following hard bound copy of corporate documents, will be posted to you upon formation of your offshore company: -
An original certificate of incorporation;
A hard bound copy of the partnership agreement;
The minutes of the first meeting of the board of partners;
A completed register of partners;
An elegant printed membership certificates;
A pliers seal;
The general power of attorney signed by a nominee limited partner (additional fee applies);
Pre-signed, undated resignation letter from a nominee limited partner;
The agreement for the provision of a nominee service and indemnification of nominee.
This is our most popular package with international customers, and includes: -
This is our most popular package with international customers, and includes: -
109. - (1) For section 15 of the Stamp Act 1891 (penalty upon stamping instruments after execution) substitute-
"Stamping after execution.
15. - (1) An unstamped or insufficiently stamped instrument may be stamped after being executed on payment of the unpaid duty and any interest or penalty payable.
(2) Any interest or penalty payable on stamping shall be denoted on the instrument by a particular stamp.
Late stamping: interest.
15A. - (1) Interest is payable on the stamping of an instrument which-
(a) is chargeable with ad valorem duty, and
(b) is not duly stamped within 30 days after the day on which the instrument was executed (whether in the United Kingdom or elsewhere).
(2) Interest is payable on the amount of the unpaid duty from the end of the period of 30 days mentioned in subsection (1)(b) until the duty is paid.
If an amount is lodged with the Commissioners in respect of the duty, the amount on which interest is payable is reduced by that amount.
(3) Interest shall be calculated at the rate applicable under section 178 of the Finance Act 1989 (power of Treasury to prescribe rates of interest).
(4) The amount of interest shall be rounded down (if necessary) to the nearest multiple of £5.
No interest is payable if that amount is less than £25.
(5) Interest under this section shall be paid without any deduction of income tax and shall not be taken into account in computing income or profits for any tax purposes.
Late stamping: penalties.
15B. - (1) A penalty is payable on the stamping of an instrument which is not presented for stamping within 30 days after-
(a) if the instrument is executed in the United Kingdom, the day on which it is so executed;
(b) if the instrument is executed outside the United Kingdom, the day on which it is first received in the United Kingdom.
(2) If the instrument is presented for stamping within one year after the end of the 30-day period mentioned in subsection (1), the maximum penalty is £300 or the amount of the unpaid duty, whichever is less.
(3) If the instrument is not presented for stamping until after the end of the one-year period mentioned in subsection (2), the maximum penalty is £300 or the amount of the unpaid duty, whichever is greater.
(4) The Commissioners may, if they think fit, mitigate or remit any penalty payable on stamping.
(5) No penalty is payable if there is a reasonable excuse for the delay in presenting the instrument for stamping.".
(2) In section 178(2) of the Finance Act 1989 (enactments for purposes of which Treasury may prescribe rates of interest), before paragraph (a) insert-
"(aa) section 15A of the Stamp Act 1891;".
(3) The consequential amendments in Schedule 12 to this Act have effect.
(4) This section applies to instruments executed on or after 1st October 1999.
Interest on repayment of duty overpaid etc.
110. - (1) A payment by the Commissioners to which this section applies shall be paid with interest at the rate applicable under section 178 of the Finance Act 1989 for the period between the relevant time (as defined below) and the date on which the order for the payment is issued.
(2) This section applies to any repayment by the Commissioners of duty, or any penalty on late stamping, under the enactments relating to stamp duty.
In that case the relevant time is 30 days after the day on which the instrument in question was executed or, if later, the date on which the payment of duty or penalty was made.
(3) This section applies to a repayment by the Commissioners of an amount lodged with them in respect of the duty payable on stamping an instrument if-
(a) the instrument is presented for stamping,
(b) the instrument is duly stamped, and
(c) the repayment is of an amount then repayable.
In that case the relevant time is 30 days after the day on which the instrument was executed or, if later, the date on which the amount was lodged with the Commissioners.
(4) This section also applies to a money payment made by the Commissioners under section 11 of the Stamp Duties Management Act 1891 (allowances for spoiled or misused stamps).
In that case the relevant time is the date on which the duty was paid for the stamp in respect of which the allowance is made.
(5) A payment by the Commissioners under section 12A(2)(b) of that Act (allowances for lost or spoiled instruments) is treated for the purposes of this section as a repayment of the duty or penalty by reference to which it is made.
In that case the relevant time is the date on which the payment of duty or penalty was made.
(6) No interest is payable under this section if the amount of the payment to which this section applies is less than £25.
(7) No interest is payable under this section in respect of a payment made in consequence of an order or judgment of a court having power to allow interest on the payment.
(8) Interest paid to any person under this section is not income of that person for any tax purposes.
(9) In section 178(2) of the Finance Act 1989 (enactments for purposes of which Treasury may prescribe rates of interest), after paragraph (o) add-
" , and
(p) section 110 of the Finance Act 1999.".
(10) This section applies in relation to instruments executed on or after 1st October 1999.
Stamp duty on conveyance or transfer on sale.
111. - (1) Section 55 of the Finance Act 1963 and section 4 of the Finance Act (Northern Ireland) 1963 (rates of stamp duty on conveyance or transfer on sale) are each amended as follows.
(2) In subsection (1)(d) (rate of £2 for every £100 etc. where consideration does not exceed £500,000 and the instrument is certified at that amount) for "£2" substitute "£2.50p".
(3) In subsection (1)(e) (rate of £3 for every £100 etc. in cases not otherwise provided for) for "£3" substitute "£3.50p".
(4) This section applies to instruments executed on or after 16th March 1999, except where the instrument in question is executed in pursuance of a contract made on or before 9th March 1999.
(5) This section shall be deemed to have come into force on 16th March 1999.
General amendment of charging provisions.
112. - (1) The amount of any stamp duty chargeable ad valorem-
(a) shall be a percentage of the amount specified in the relevant charging provision, and
(b) shall be rounded up (if necessary) to the nearest multiple of £5.
(2) The amount of every fixed stamp duty shall be £5.
(3) The provisions of Schedule 13 to this Act have effect in place of Schedule 1 to the Stamp Act 1891, and certain related enactments, so far as they relate to the instruments (other than bearer instruments) chargeable to duty and the method of calculation and rates of duty.
(4) The consequential amendments in Schedule 14 to this Act have effect.
(5) The percentage rates specified in Schedule 13 and the enactments amended by Schedule 14 correspond to the rates of duty generally in force at the passing of this Act.
In the case of an instrument in relation to which there was then in force transitional provision in connection with an earlier change in the rate of duty having the effect that a different rate applied, the new or amended provisions have effect as if a reference to a percentage corresponding to that different rate were substituted.
(6) This section has effect in relation to instruments executed on or after 1st October 1999.
Bearer instruments.
113. - (1) The provisions of Schedule 15 to this Act have effect in place of the heading "Bearer Instruments" in Schedule 1 to the Stamp Act 1891, and certain related enactments, and incorporate amendments in relation to bearer instruments corresponding to those made by-
section 109 (interest and penalties on late stamping),
section 112 (general amendment of charging provisions), and
Part I of Schedule 17 to this Act (amendments of penalties other than on late stamping).
(2) The percentage rates specified in Schedule 15 correspond to the rates of duty generally in force at the passing of this Act.
In the case of an instrument in relation to which there was then in force transitional provision in connection with an earlier change in the rate of duty having the effect that a different rate applied, the new provisions have effect as if a reference to a percentage corresponding to that different rate were substituted.
(3) The consequential amendments specified in Schedule 16 to this Act have effect.
(4) This section applies in relation to bearer instruments issued on or after 1st October 1999.
Penalties other than on late stamping.
114. - (1) The provisions of Schedule 17 to this Act (stamp duty: penalties other than on late stamping) have effect.
(2) The provisions of that Schedule have effect in relation to penalties in respect of things done or omitted on or after 1st October 1999.
Minor amendments and repeal of obsolete provisions.
115. Schedule 18 to this Act (stamp duty: minor amendments and repeal of obsolete provisions) has effect.
Stamp duty reserve tax
Non-sterling bearer instruments issued in connection with merger or takeover.
116. - (1) In section 95 of the Finance Act 1986 (exceptions from charge on entry into depositary receipt system), for subsection (2) (bearer instruments) substitute-
"(2) There shall be no charge to tax under section 93 above in respect of a transfer, issue or appropriation of an inland bearer instrument, within the meaning of the heading "Bearer Instrument" in Schedule 1 to the Stamp Act 1891, except in the case of-
(a) an instrument within exemption 3 in that heading (renounceable letters of allotment etc. where rights are renounceable not later than six months after issue); or
(b) an instrument within the stamp duty exemption for non-sterling instruments which is issued in connection with a company merger or takeover (whether or not involving the company issuing the instrument).
In paragraph (b) "the stamp duty exemption for non-sterling instruments" means the exemption from stamp duty provided for by section 30 of the Finance Act 1967 or section 7 of the Finance Act (Northern Ireland) 1967.".
(2) In section 97 of the Finance Act 1986 (exceptions from charge on entry into clearance system), for subsection (3) (bearer instruments) substitute-
"(3) There shall be no charge to tax under section 96 above in respect of a transfer or issue of an inland bearer instrument, within the meaning of the heading "Bearer Instrument" in Schedule 1 to the Stamp Act 1891, except in the case of-
(a) an instrument within exemption 3 in that heading (renounceable letters of allotment etc. where rights are renounceable not later than six months after issue); or
(b) an instrument within the stamp duty exemption for non-sterling instruments which is issued in connection with a company merger or takeover (whether or not involving the company issuing the instrument).
In paragraph (b) "the stamp duty exemption for non-sterling instruments" means the exemption from stamp duty provided for by section 30 of the Finance Act 1967 or section 7 of the Finance Act (Northern Ireland) 1967.".
(3) This section applies to any instrument issued on or after 30th January 1999, except one giving effect to an agreement for a company merger or takeover entered into in writing by the companies involved before that date.
Scope of exceptions for certain bearer instruments.
117. - (1) In section 95(2) of the Finance Act 1986 (bearer instruments excepted from charge on entry into depositary receipt system), for paragraph (b) (one of the categories of instrument to which the exception does not apply) substitute-
"(b) an instrument within the stamp duty exemption for non-sterling instruments which-
(i) does not raise new capital, and
(ii) is not issued in exchange for an instrument raising new capital.".
(2) After that subsection insert-
"(2A) For the purpose of subsection (2)(b)-
(a) an instrument is regarded as raising new capital only if the condition in subsection (2B) is met, and
(b) an instrument is regarded as issued in exchange for an instrument raising new capital only if the conditions in subsection (2C) are met.
(2B) The condition mentioned in subsection (2A)(a) is that the instrument-
(a) is issued in conjunction with-
(i) the issue of relevant securities for which only cash is subscribed, or
(ii) the granting of rights to subscribe for relevant securities which are granted for a cash consideration only and exercisable only by means of a cash subscription; or
(b) is issued to give effect to the exercise of such rights as are mentioned in paragraph (a)(ii).
(2C) The conditions mentioned in subsection (2A)(b) are that-
(a) the instrument is issued in conjunction with the issue of relevant securities by a company in exchange for relevant securities issued by another company, and
(b) immediately before the exchange an instrument relating to those other securities-
(i) was regarded for the purposes of subsection (2)(b) as raising new capital or as issued in exchange for an instrument raising new capital, or
(ii) would have been so regarded if the amendments made to this section by section 117 of the Finance Act 1999 had been in force at the time of its issue,
and accordingly was or would have been within the exception conferred by subsection (2).
(2D) For the purposes of subsections (2B) and (2C) "relevant securities" means chargeable securities which are either-
(a) shares the holders of which have a right to a dividend at a fixed rate but have no other right to share in the profits of the company, or
(b) loan capital within the meaning of section 78 above,
and which, in either case, do not carry any rights (of conversion or otherwise) by the exercise of which chargeable securities other than relevant securities may be obtained.".
(3) For subsection (6) of that section substitute-
"(6) Where an arrangement is entered into under which-
(a) a company issues securities to persons in respect of their holdings of securities issued by another company, and
(b) the securities issued by the other company are cancelled,
the issue shall be treated for the purposes of this section as an issue of securities in exchange for securities issued by the other company.".
(4) In section 97(3) of that Act (bearer instruments excepted from charge on entry into clearance system), for paragraph (b) (one of the categories of instrument to which the exception does not apply) substitute-
"(b) an instrument within the stamp duty exemption for non-sterling instruments which-
(i) does not raise new capital, and
(ii) is not issued in exchange for an instrument raising new capital.".
(5) After that subsection insert-
"(3A) For the purpose of subsection (3)(b)-
(a) an instrument is regarded as raising new capital only if the condition in subsection (3B) is met, and
(b) an instrument is regarded as issued in exchange for an instrument raising new capital only if the conditions in subsection (3C) are met.
(3B) The condition mentioned in subsection (3A)(a) is that the instrument-
(a) is issued in conjunction with-
(i) the issue of relevant securities for which only cash is subscribed, or
(ii) the granting of rights to subscribe for relevant securities which are granted for a cash consideration only and exercisable only by means of a cash subscription; or
(b) is issued to give effect to the exercise of such rights as are mentioned in paragraph (a)(ii).
(3C) The conditions mentioned in subsection (3A)(b) are that-
(a) the instrument is issued in conjunction with the issue of relevant securities by a company in exchange for relevant securities issued by another company, and
(b) immediately before the exchange an instrument relating to those other securities-
(i) was regarded for the purposes of subsection (3)(b) as raising new capital or as issued in exchange for an instrument raising new capital, or
(ii) would have been so regarded if the amendments made to this section by section 117 of the Finance Act 1999 had been in force at the time of its issue,
and accordingly was or would have been within the exception conferred by subsection (3).
(3D) For the purposes of subsections (3B) and (3C) "relevant securities" means chargeable securities which are either-
(a) shares the holders of which have a right to a dividend at a fixed rate but have no other right to share in the profits of the company, or
(b) loan capital within the meaning of section 78 above,
and which, in either case, do not carry any rights (of conversion or otherwise) by the exercise of which chargeable securities other than relevant securities may be obtained.".
(6) For subsection (7) of that section substitute-
"(7) Where an arrangement is entered into under which-
(a) a company issues securities to persons in respect of their holdings of securities issued by another company, and
(b) the securities issued by the other company are cancelled,
the issue shall be treated for the purposes of this section as an issue of securities in exchange for securities issued by the other company.".
(7) Subsections (1) to (6) above apply in relation to any instrument issued on or after 9th March 1999, except one giving effect to an agreement for a company merger or takeover entered into in writing by the companies involved before 30th January 1999.
Relief in case of certain replacement securities.
118. - (1) After section 95 of the Finance Act 1986 (depositary receipts: exceptions) insert-
"Depositary receipts: exception for replacement securities.
95A. - (1) There shall be no charge to tax under section 93 above in respect of the transfer, issue or appropriation of chargeable securities ("the new securities") issued by a company in place of existing securities of the same company ("the old securities") if the following conditions are met.
(2) The first condition is that the old securities are held under a depositary receipt scheme.
(3) The second condition is that-
(a) there was a charge to tax under section 93 above in respect of the transfer, issue or appropriation-
(i) of the old securities, or
(ii) of earlier securities in relation to which on a previous application of this section those securities were the new securities,
or there would have been such a charge if that section had been in force; or
(b) there would have been such a charge but for section 95(2) or (3) above.
(4) The third condition is that there is an arrangement under which-
(a) the new securities are transferred, issued or appropriated as mentioned in section 93(1)(b), and
(b) the old securities are cancelled.
(5) For the purposes of subsection (2) above the cases in which securities are held under a depositary receipt scheme are those specified (in relation to shares) in section 95(5) above.
(6) The exception provided by this section applies only to the extent that the value of the new securities immediately after their issue does not exceed the value of the old securities immediately before the issue of the new securities.".
(2) In section 99(10) of that Act (meaning of "chargeable securities"), after "95," insert "95A,".
(3) After section 97 of that Act (clearance services: exceptions) insert-
"Clearance services: further exception.
97AA. - (1) There shall be no charge to tax under section 96 above in respect of the transfer or issue of chargeable securities ("the new securities") issued by a company in place of existing securities of the same company ("the old securities") if the following conditions are met.
(2) The first condition is that the old securities are held under a clearance services scheme.
(3) The second condition is that-
(a) there was a charge to tax under section 96 above in respect of the transfer or issue-
(i) of the old securities, or
(ii) of earlier securities in relation to which on a previous application of this section those securities were the new securities,
or there would have been such a charge if that section had been in force; or
(b) there would have been such a charge but for section 97(3) or (4) above.
(4) The third condition is that there is an arrangement under which-
(a) the new securities are transferred or issued as mentioned in section 96(1)(b), and
(b) the old securities are cancelled.
(5) For the purposes of subsection (2) above the cases in which securities are held under a clearance services scheme are those specified (in relation to shares) in section 97(6) above.
(6) The exception provided by this section applies only to the extent that the value of the new securities immediately after their issue does not exceed the value of the old securities immediately before the issue of the new securities.".
(4) In section 99(10) of that Act (meaning of "chargeable securities"), after "97" insert ", 97AA".
(5) This section applies in relation to securities issued on or after 1st May 1998.
Power to exempt UK depositary interests in foreign securities.
119. - (1) The Treasury may by regulations make provision excluding from the definition of "chargeable securities" in Part IV of the Finance Act 1986 such rights in or in relation to securities as, in accordance with the regulations, are to be treated as exempt UK depositary interests in foreign securities.
(2) Subject to subsection (3), the regulations may-
(a) define "depositary interest", "UK depositary interest" and "foreign securities" for this purpose; and
(b) exempt such descriptions of UK depositary interests in foreign securities (as so defined) as may from time to time be specified in the regulations.
(3) The regulations shall not make provision for the exemption of a depositary interest unless the terms of issue of the interest are such that it can only be transferred in accordance with regulations under section 207 of the Companies Act 1989 (transfer of securities without written instrument) or by means of a transfer within section 186(1) of the Finance Act 1996 (transfer of securities to member of electronic transfer system).
(4) The regulations may contain such incidental, supplementary, consequential and transitional provision as appears to the Treasury to be appropriate.
This may include provision modifying the enactments relating to stamp duty reserve tax for the purpose of giving effect to the exemption conferred by regulations under this section (or, where earlier regulations are varied or revoked, withdrawing an exemption formerly conferred).
(5) Regulations under this section may make different provision for different cases.
(6) Regulations under this section shall be made by statutory instrument which shall be subject to annulment in pursuance of a resolution of the House of Commons.
Minor amendments of exceptions to general charge.
120. - (1) Section 90 of the Finance Act 1986 (exceptions from the general charge to stamp duty reserve tax) is amended as follows.
(2) In subsection (3F)(c) (conditions of exception under subsection (3E)) for "securities which are not listed" substitute "chargeable securities which are not listed".
(3) In subsection (5) for "by a person" substitute "for the purposes of a business"; and in subsection (6) for "A person is within this subsection if his business is exclusively" substitute "A business is within this subsection if, or so far as, it consists of".
(4) Subsection (2) above applies to instruments issued on or after 9th March 1999.
(5) Subsection (3) above applies to agreements to transfer securities made on or after 9th March 1999.
Power to make regulations with respect to administration, etc.
121. - (1) The following provisions have effect with respect to the power conferred on the Treasury by section 98(1) of the Finance Act 1986 (stamp duty reserve tax: regulations with respect to administration, etc.).
(2) That power includes power to make provision-
(a) applying the provisions of the Taxes Management Act 1970 relating to penalties and the payment of interest on overdue tax, and
(b) requiring information to be provided, or books, documents or other records to be made available for inspection, and imposing a penalty for failure to do so.
(3) That power includes, and shall be deemed always to have included, power to make provision requiring specified descriptions of persons to account for and pay tax, and any interest on it, on behalf of the person liable to pay it.
Units in unit trusts
Stamp duty and stamp duty reserve tax: unit trusts.
122. - (1) The following provisions of this Act (which apply generally to instruments executed on or after 1st October 1999)-
(a) section 109 and Schedule 12 (interest and penalties on late stamping),
(b) section 110 (interest on duty overpaid, etc.), and
(c) section 112 and Schedules 13 and 14 (general amendment of charging provisions),
do not apply to transfers or other instruments relating to units under a unit trust scheme.
(2) Subsection (1) does not affect the operation of those provisions in relation to stamp duty-
(a) on a conveyance or transfer on sale of property other than units under a unit trust scheme in relation to which such units form the whole or part of the consideration, or
(b) under Schedule 15 to this Act (bearer instruments).
(3) In subsections (1) and (2) "unit" and "unit trust scheme" have the same meaning as in Part VII of the Finance Act 1946 or Part III of the Finance (No.2) Act (Northern Ireland) 1946.
(4) Schedule 19 to this Act (stamp duty and stamp duty reserve tax: unit trusts) has effect.
This subsection and that Schedule come into force on 6th February 2000.
Supplementary provisions
Construction of this Part and other supplementary provisions.
123. - (1) This Part-
(a) so far as it relates to stamp duty shall be construed as one with the Stamp Act 1891, and
(b) so far as it relates to stamp duty reserve tax shall be construed as one with Part IV of the Finance Act 1986.
(2) In this Part-
(a) "the enactments relating to stamp duty" means the Stamp Act 1891 and any enactment amending or which is to be construed as one with that Act; and
(b) "the enactments relating to stamp duty reserve tax" means Part IV of the Finance Act 1986 and any enactment amending or which is to be construed as one with that Part.
(3) The following provisions of this Part shall cease to have effect on the day appointed under section 111(1) of the Finance Act 1990 (abolition of stamp duty for securities etc.)-
section 113;
sections 116 to 121;
subsections (1)(b) and (2)(b) of this section;
in Schedule 13-
paragraph 3,
in paragraph 4 the words "in the case of any other conveyance or transfer on sale",
paragraph 7(1)(b)(ii) to (iv),
paragraph 24(a), (b) and (d);
in Schedule 14, paragraphs 5, 8, 12, 13, 16 to 21 and 23;
Schedule 15;
in Schedule 16, paragraphs 2 to 11;
in Schedule 17, paragraphs 6 to 8;
Parts I to III of Schedule 19;
in Part IV of that Schedule, the words "and the enactments relating to stamp duty reserve tax" in paragraphs 14(1), 15, 16, 17(1) and 18(1).
(4) The amendment by this Part, or the repeal in consequence of this Part, of any enactment relating to stamp duty does not affect that enactment as applied for any purpose other than stamp duty.
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