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HMRC have previously taken the view that, where a company buys back its own shares held on an overseas branch register, the return that the company is required to send to Companies House is chargeable with stamp duty at the rate of 0.5% under the provisions of FA 1996, s. 66.

This view has recently been challenged and HMRC have subsequently taken legal advice. HMRC now consider that a company’s purchase of its own shares held on an overseas branch register is relieved from stamp duty by Companies Act 2006, s. 133  (formerly paragraph 8 of Schedule 14 of the Companies Act 1985).

Claims to repayment of stamp duty paid made within two years of the date of the instrument (S10 Stamp Duty Management Act 1891) may be now made by any company that has purchased its own shares held on the company’s overseas branch register.

To claim a refund it will be necessary for the original return submitted to Companies House to be sent to HMRC as that instrument bears the relevant stamps which will need to be cancelled. Companies House will not release these documents direct to the company. They will however, send the documents directly to HMRC on request. The request must be made within two years of the date of the instrument.

Claims should be made in writing to HMRC, and should include the following information:

• the amount and type of shares bought by the company
• the overseas branch register from which the shares have been purchased/removed
• the amount of stamp duty paid
• the date of the original transaction, and
• a photo copy (should one have been retained) of the stamped document.

The letter should be marked “Company Purchase of Own Shares held on Overseas Branch Register” and sent to:

Mr J Gair
Birmingham Stamp Office,
9th. Floor,
City Centre House,
30, Union Street,
Birmingham
B2 4AS

HMRC will provide the claimant company with a reference number. The company should write to Companies House quoting the reference number and ask Companies House to send the original document(s) to Birmingham Stamp Office quoting the HMRC reference number and headed “Company Purchase of Own Shares held on an Overseas Branch Register”.