STAMP DUTIES CONSOLIDATION ACT, 1999

36.—(1) For the purposes of this section “transfer”, other than the last-mentioned reference in paragraph (ii) of subsection (2), means a transfer which would but for this section be chargeable with stamp duty.

• (2) A contract or agreement for the sale of any leasehold interest in any immovable property shall, if—

• (a) the purchaser enters into possession of the property before having obtained a transfer, duly stamped, of such interest, and

• (b) a transfer of such interest made in pursuance of the contract or agreement is not duly stamped within the period of 9 months from the first execution of the contract or agreement or such longer period as the Commissioners may specify in writing, being a period which they consider reasonable in all the circumstances of the case,

be charged with the same ad valorem stamp duty, to be paid by the purchaser, as if it were an actual transfer on sale of the leasehold interest contracted or agreed to be sold, and where the ad valorem stamp duty charged on the contract or agreement has been duly paid in conformity with this section—

• (i) the transfer of that leasehold interest made in pursuance of the contract or agreement shall not be chargeable with any duty,

• (ii) the Commissioners, on application, either shall denote the payment of that duty on the transfer, or shall transfer it to the transfer on production of the contract or agreement duly stamped, and

• (iii) that duty shall be returned where it is shown to the satisfaction of the Commissioners that the contract or agreement has been rescinded or annulled.

37 Exchanges. [FA1993 s104(2)]

37.— Any instrument effecting a conveyance or transfer of any immovable property in exchange for any other property, wherever situated, whether movable or immovable and with or without the payment of any consideration, shall be chargeable in respect of such conveyance or transfer under the heading “CONVEYANCE or TRANSFER on sale of any property other than stocks or marketable securities or a policy of insurance or a policy of life insurance” in Schedule 1, with the substitution of the value of immovable property situated in the State thereby conveyed or transferred for the amount or value of the consideration for the sale.

38 Partitions or divisions. [SA1891 s73]

38.—(1) Where on the partition or division of any real or heritable property any consideration exceeding in amount or value £100 is paid or given, or agreed to be paid or given, for equality, the principal or only instrument whereby the partition or division is effected shall be charged with the same ad valorem duty as a conveyance on sale for the consideration, and with that duty only.

• (2) Where, in a case to which subsection (1) applies, there are several instruments for completing the title of either party, the principal instrument is to be ascertained, and the other instruments are to be charged with duty in the manner provided for in this Act in the case of several instruments of conveyance.

39 Decree or order for foreclosure, etc., and stamp duty. [FA1898 s6 (part)]

39.—(1) In relation to a conveyance on sale, as valorem stamp duty on a decree or order for, or having the effect of an order for, foreclosure, shall not exceed the duty on a sum equal to the value of the property to which the decree or order relates, and where the decree or order states that value that statement shall be conclusive for the purpose of determining the amount of the duty.

• (2) Where ad valorem stamp duty is paid on a decree or order for, or having the effect of an order for, foreclosure, any conveyance following on such decree or order shall be exempt from the ad valorem stamp duty.

40 Calculation of ad valorem duty on stock and securities. [SA1891 s55]

40.—(1) Where the consideration, or any part of the consideration, for a conveyance on sale consists of any stock or marketable security, the conveyance shall be charged with ad valorem duty in respect of the value of that stock or security.

• (2) Where the consideration, or any part of the consideration, for a conveyance on sale consists of any security not being a marketable security, the conveyance is to be charged with ad valorem duty in respect of the amount due on the day of the date of the conveyance for principal and interest on that security.

41 How conveyance in consideration of debt, etc., to be charged. [SA1891 s57]

41.— Where any property is conveyed to any person in consideration, wholly or in part, of any debt due to such person, or subject either certainly or contingently to the payment or transfer of any money or stock, whether being or constituting a charge or incumbrance on the property or not, the debt, money, or stock shall be deemed the whole or part, as the case may be, of the consideration in respect of which the conveyance is chargeable with ad valorem duty.

42 Charging of consideration consisting of periodical payments. [SA1891 s56]

42.—(1) Where the consideration, or any part of the consideration, for a conveyance on sale consists of money payable periodically for a definite period not exceeding 20 years, so that the total amount to be paid can be previously ascertained, the conveyance shall be charged in respect of that consideration with ad valorem duty on such total amount.

• (2) Where the consideration, or any part of the consideration, for a conveyance on sale consists of money payable periodically for a definite period exceeding 20 years, the conveyance shall be charged in respect of that consideration with ad valorem duty on the total amount which will or may, according to the terms of sale, be payable during the period of 20 years next after the day of the date of the instrument.

• (3) Notwithstanding subsections (1) and (2), a conveyance on sale chargeable with ad valorem duty in respect of any periodical payments which contains a provision for securing the payments shall not be charged with any duty in respect of such provision, and any separate instrument made in such case for securing the payments shall not be charged with any higher duty than £10.

43 Further consideration in respect of substantial improvements not chargeable. [FA1900 s10]

43.— A conveyance on sale made for any consideration in respect of which it is chargeable with ad valorem duty and in further consideration of a convenant—

• (a) by the purchaser to make, or of the purchaser's having previously made, any substantial improvement of or addition to the property conveyed to such purchaser, or

• (b) relating to the subject matter of the conveyance,

shall not be chargeable with any duty in respect of such further consideration.

44 Procedure to apply where consideration, etc., cannot be ascertained. [FA1991 s104 (part)]

44.—(1) Where the consideration for a sale cannot be ascertained at the date of execution of a conveyance and such consideration would, if ascertainable, be chargeable with ad valorem duty in respect of such sale, then stamp duty shall be charged on such sale based on the amount or value of the consideration that could be obtained from a purchaser paying full consideration for such sale.

• (2) This section shall not apply to any instrument in relation to which subsection (4)(a) of section 29 applies.

45 Directions as to apportionment of consideration. [SA1891 s58(1) to (3)]

45.—(1) Where property contracted to be sold for one consideration for the whole of it is conveyed to the purchaser in separate parts or parcels by different instruments, then the consideration shall be apportioned in such manner, as the parties think fit, so that a distinct consideration for each separate part or parcel is set forth in the conveyance relating to such separate part or parcel, and such conveyance shall be charged with ad valorem duty in respect of such distinct consideration.

• (2) Where—

• (a) any property which consists partly of an interest in residential property is sold to any person and the sale (in this subsection referred to as “the first-mentioned sale”) does not form part of a larger transaction or of a series of transactions, or

• (b) the sale to any person of property consisting in whole or in part of such an interest forms part of a larger transaction or of a series of transactions,

then the consideration attributable to the first-mentioned sale and the aggregate consideration (other than rent) attributable to that larger transaction or series of transactions, as the case may be, shall be apportioned, on such basis as is just and reasonable, as between that interest in residential property and the other property or part concerned, and that aggregate consideration shall likewise be apportioned as between each other such interest (if any) comprised in that larger transaction or series of transactions and the other property or parts concerned, and notwithstanding the amount or value of the consideration set forth in any instrument—

• (i) the consideration so apportioned to that interest shall be deemed to be the amount or the value of the consideration for the sale which is attributable to that interest and the consideration so apportioned to the aggregate of all such interests comprised in that larger transaction or series of transactions shall be deemed to be the amount or value of that aggregate consideration which is attributable to residential property, and

• (ii) the consideration so apportioned to the other property or part or parts concerned shall be deemed to be the amount or value of the consideration for the sale, or of that aggregate consideration, as the case may be, which is attributable to property which is not residential property.

• (3) Where property contracted to be purchased for one consideration for the whole of it by 2 or more persons jointly, or by any person for such person and others, or wholly for others, is conveyed in parts or parcels by separate instruments to the persons by or for whom the same was purchased for distinct parts of the consideration, then the conveyance of each separate part or parcel shall be charged with ad valorem duty in respect of the distinct part of the consideration specified in the conveyance.

• (4) Where there are several instruments of conveyance for completing the purchaser's title to property sold, the principal instrument of conveyance only shall be charged with ad valorem duty, and the other instruments shall be respectively charged with such other duty as they may be liable to, but the last-mentioned duty shall not exceed the ad valorem duty payable in respect of the principal instrument.

46 Directions as to sub-sales. [SA1891 s58(4) to (9)]

46.—(1) Where—

• (a) a person having contracted for the purchase of any property, but not having obtained a conveyance of that property, contracts to sell the same to any other person, and

• (b) the property is in consequence conveyed immediately to the sub-purchaser,

then the conveyance shall be charged with ad valorem duty in respect of the consideration moving from the sub-purchaser.

• (2) Where—

• (a) a person having contracted for the purchase of any property but not having obtained a conveyance contracts to sell the whole, or any part or parts of that property, to any other person or persons, and

• (b) the property is in consequence conveyed by the original seller to different persons in parts or parcels,

then the conveyance of each part or parcel shall be charged with ad valorem duty in respect only of the consideration moving from the sub-purchaser of such part or parcel, without regard to the amount or value of the original consideration.

• (3) Where—

• (a) a sub-purchaser takes an actual conveyance of the interest of the person immediately selling to such sub-purchaser, which is chargeable with ad valorem duty in respect of the consideration moving from such sub-purchaser, and

• (b) such conveyance is duly stamped accordingly,

then any conveyance to be afterwards made to such sub-purchaser of the same property by the original seller shall be chargeable only with such other duty as it may be liable to, but the last-mentioned duty shall not exceed the ad valorem duty.

• (4)
• (a) In paragraph (b) “the original seller” means, in relation to a case to which subsection (1) applies, the person from whom the property is conveyed to the sub-purchaser and, in relation to a case to which subsection (2) or (3) applies, the original seller referred to in subsection (2) or (3), as the case may be.

• (b) The consideration moving from the sub-purchaser shall, in a case to which subsection (1), (2) or (3) applies, be ascertained without regard to the value of any covenant, power, condition or arrangement relating to the subject matter of the conveyance which was not in the contract for sale entered into by the original seller and also without regard to any consideration the duty on which or on any part of which would be charged in accordance with subsection (2) of section 42.

• (5) Paragraph (15) of the heading “CONVEYANCE or TRANSFER on sale of any property other than stocks or marketable securities or a policy of insurance or a policy of life insurance” in Schedule 1 shall not apply to determine the stamp duty to be charged on any conveyance referred to in subsection (1), (2) or (3).

• (6) A conveyance in respect of which subsection (4) applies shall be deemed to be a conveyance operating as a voluntary disposition inter vivos for the purposes of section 30.

47 Principal instrument, how to be ascertained. [SA1891 s61(2)]

47.— The parties may determine for the themselves which of several instruments is to be deemed the principal instrument, and may pay the ad valorem duty on the principal instrument accordingly.

48 Stamp duty and value-added tax. [FA1994 s108(1) (part)]

48.— The consideration chargeable under the heading “CONVEYANCE or TRANSFER on sale of any property other than stocks or marketable securities or a policy of insurance or a policy of life insurance” in Schedule 1 shall exclude any value-added tax chargeable under section 2 of the Value-Added Tax Act, 1972, on such sale.

Chapter 3 Conveyances on any occasion except sale or mortgage

49 Certain transfers, etc., not sales or mortgages, deemed to be conveyances. [SA1891 s62]

49.— Every instrument, and every decree or order of any court or of any commissioners, whereby any property on any occasion, except a sale or mortgage, is transferred to or vested in any person, shall be charged with duty as a conveyance or transfer of property.

Chapter 4 Leases

50 Agreements for not more than 35 years charged as leases. [SA1891 s75(1)]

50.— An agreement for a lease or with respect to the letting of any lands, tenements, or heritable subjects for any term not exceeding 35 years, or for any indefinite term, shall be charged with the same duty as if it were an actual lease made for the term and consideration mentioned in the agreement.

51 Leases how to be charged in respect of produce, etc. [SA1891 s76]

51.—(1) Where the consideration, or any part of the consideration, for which a lease is granted or agreed to be granted, consists of any produce or other goods, the value of the produce or goods shall be deemed a consideration in respect of which the lease or agreement is chargeable with ad valorem duty.

• (2) Where it is stipulated that the value of the produce or goods is to amount at least to, or is not to exceed, a given sum, or where the lessee is specially charged with, or has the option of paying after any permanent rate of conversion, the value of the produce or goods shall, for the purpose of assessing the ad valorem duty, be estimated at the given sum, or according to the permanent rate.

• (3) If a lease or agreement for a lease made either wholly or partially for any consideration to which subsection (1) relates—

• (a) contains a statement of the value of such consideration, and

• (b) is stamped in accordance with the statement,

it shall, in respect of the subject matter of the statement, be deemed duly stamped, unless or until it is otherwise shown that the statement is incorrect, and that the lease or agreement is in fact not duly stamped.

52 Charging of duty on leases, etc. [SA1891 s77(1), (2), (5) and (6); RA1909 s8]

52.—(1) A lease, or agreement for a lease, or with respect to any letting, shall not be charged with any duty in respect of any penal rent, or increased rent in the nature of a penal rent, thereby reserved or agreed to be reserved or made payable, or by reason of being made in consideration of the surrender or abandonment of any existing lease, or agreement, of or relating to the same subject matter.

• (2) A lease made for any consideration in respect of which it is chargeable with ad valorem duty, and in further consideration either of a covenant by the lessee to make, or of such lessee having previously made, any substantial improvement of or addition to the property demised to such lessee, or of any covenant relating to the matter of the lease, shall not be charged with any duty in respect of such further consideration.

• (3) Subsection (2) shall not apply as respects any further consideration in the lease consisting of a covenant which if it were contained in a separate deed would be chargeable with ad valorem stamp duty and, accordingly, the lease shall in any such case be charged with duty in respect of any such further consideration under section 7.

• (4) An instrument whereby the rent reserved by any other instrument chargeable with duty and duly stamped as a lease is increased shall not be charged with duty otherwise than as a lease in consideration of the additional rent thereby made payable.

• (5) Where—

• (a) any property which consists partly of an interest in residential property is leased to any person and that lease (in this subsection referred to as “the first-mentioned lease”) does not form part of a larger transaction or of a series of transactions, or

• (b) the lease to any person of property consisting in whole or in part of such an interest forms part of a larger transaction or of a series of transactions,

then the consideration (other than rent) attributable to the first-mentioned lease and the aggregate consideration (other than rent) attributable to that larger transaction or series of transactions, as the case may be, shall be apportioned, on such basis as is just and reasonable, as between that interest in residential property and the other property or part concerned, and that aggregate consideration shall likewise be apportioned as between each other such interest (if any) comprised in that larger transaction or series of transactions and the other property or parts concerned, and notwithstanding the amount or value of the consideration set forth in any instrument—

• (i) the consideration so apportioned to that interest shall be deemed to be the amount or the value of the consideration for the lease which is attributable to that interest and the consideration so apportioned to the aggregate of all such interests comprised in that larger transaction or series of transactions shall be deemed to be the amount or value of that aggregate consideration which is attributable to residential property, and

• (ii) the consideration so apportioned to the other property or part or parts concerned shall be deemed to be the amount or value of the consideration for the lease, or of that aggregate consideration, as the case may be, which is attributable to property which is not residential property.

53 Lease combined with building agreement for dwellinghouse or apartment. [FA1990 s112(1) to (8) (part)]

53.—(1) (a) In this section—

“building” includes any improvement of any land, and any alteration to the character of any land, preliminary to the erection on that land of a dwellinghouse or apartment;

“land” includes any interest in any land but does not include the result of any act of building.

• (b) For the purposes of this section, references to the repayment of stamp duty to a person who paid it include reference to any other person who satisfies the Commissioners that such person is entitled to recover moneys owing to the person.

• (2) Notwithstanding subsection (2) of section 52, where, in connection with, or as part of any arrangement involving, a lease of any land, a dwellinghouse or apartment has been built, or is in the course of being built, or is to be built, on that land, any instrument whereby such lease is effected shall be chargeable to stamp duty under subparagraph (a) of paragraph (3) of the heading “LEASE” in Schedule 1, as if the property concerned were residential property on an amount equal to the aggregate of—

• (a) any consideration (other than rent) paid in respect of the lease of that land, and

• (b) any consideration paid, or to be paid, in respect of the building of the dwellinghouse or apartment on that land.

• (3) Without prejudice to the generality of subsection (2), a dwellinghouse or apartment shall be regarded as having been built or being in the course of being built or to be built in connection with, or as part of any arrangement involving, a lease of any land where building has commenced prior to the execution of any instrument effecting the lease.

• (4)
• (a) Where in the case of any instrument of lease to which this section applies, the aggregate consideration to which subsection (2) relates cannot, in the opinion of the Commissioners, be ascertained at the date on which the instrument is presented for stamping, then the instrument shall be chargeable to stamp duty as if the amount of the aggregate consideration which is chargeable under subsection (2) was equal to 10 times the unencumbered open market value of the land at the date of the instrument of lease or to such lower multiple, not being less than 5, of the open market value of the land as the Commissioners consider appropriate having regard to the relevant information available to them.

• (b) Where it is shown to the satisfaction of the Commissioners that the amount of the stamp duty paid under this subsection exceeded the stamp duty with which the instrument would have been charged under subsection (2) had the aggregate consideration paid or to be paid in respect of the dwellinghouse or apartment been ascertainable at the date of stamping of the instrument, then the amount of such excess stamp duty shall, on an application to the Commissioners within 3 years after the date of stamping of the instrument, be repaid to the person or persons by whom the stamp duty was paid and such repayment shall bear simple interest at the rate of 0.5 per cent, or such other rate (if any) as stands prescribed by the Minister by regulations, for each month or part of a month from the date of payment of the excess duty up until the date of such repayment and income tax shall not be deductible on payment of interest under this subsection and such interest shall not be reckoned in computing income for the purposes of the Tax Acts.

• (5) For the purpose of determining whether this section shall apply to any instrument, the Commissioners may require the delivery to them, in such form as they may specify, of a statement or a statutory declaration by—

• (a) any person directly or indirectly concerned with the lease of the land or with the building of a dwellinghouse of apartment on the land, and

• (b) any solicitor acting on behalf of any person to whom paragraph (a) relates,

of any facts which the Commissioners consider relevant in making any such determination.

• (6) Any instrument to which the heading “LEASE” in Schedule 1 applies shall contain a statement, in such form as the Commissioners may specify, certifying whether or not this section is applicable to such instrument, and the furnishing of an incorrect certificate shall be deemed to constitute the delivery of an incorrect statement for the purposes of section 1078 of the Taxes Consolidation Act, 1997.

• (7) Where stamp duty has been charged on any instrument by reference to this section and, within 2 years after the date of stamping of the instrument, building has not commenced, then this section shall be deemed not to have applied to the instrument and, accordingly, the Commissioners shall, on application to them within 3 years after the date of stamping of the instrument by the person or persons by whom the stamp duty was paid, repay to such person or persons the amount of the stamp duty paid by such person or persons which, but for the other provisions of this section, would not have been chargeable and such repayment shall bear simple interest at the rate of 0.5 per cent, or such other rate (if any) as stands prescribed by the Minister by regulations, for each month or part of a month from the date of payment of the excess duty up until the date of such repayment and income tax shall not be deductible on payment of interest under this subsection and such interest shall not be reckoned in computing income for the purposes of the Tax Acts.

• (8) Every regulation made under this section shall be laid before Dáil Éireann as soon as may be after it is made and, if a resolution annulling the regulation is passed by Dáil Éireann within the next 21 days on which Dáil Éireann has sat after the regulation is laid before it, the regulation shall be annulled accordingly, but without prejudice to the validity of anything previously done under that regulation.

54 Leases deemed to operate as voluntary dispositions inter vivos. [FA1949 s24]

54.—(1) Any lease, not being executed in good faith and for valuable consideration, shall for the purposes of this section, be deemed to be a lease operating as a voluntary disposition inter vivos, and the consideration for any lease shall not, for this purpose, be deemed to be valuable consideration where the Commissioners are of opinion that, by reason of the inadequacy of consideration or other circumstances, the lease confers a substantial benefit on the lessee.

• (2) Where by operation of this section any lease is deemed to operate as a voluntary disposition inter vivos the reference to consideration (other than rent) in the heading “LEASE” in Schedule 1 shall be construed in relation to duty chargeable on such lease as a reference to the minimum amount or value that would be necessary in order that the lease, any rent under the lease remaining unchanged, would not be a lease operating as a voluntary disposition inter vivos.

• (3) Subsection (3) of section 30 shall, with any necessary modifications, apply to a lease operating as a voluntary disposition inter vivos in the same manner as to a conveyance or transfer operating as a voluntary disposition inter vivos.

55 Procedure to apply where consideration, etc., cannot be ascertained. [FA1991 s104 (part)]

55.—(1) Where the average annual rent or consideration other than rent for a lease cannot be ascertained at the date of execution of a lease and such consideration or rent would, if ascertainable, be chargeable with ad valorem duty in respect of such lease, then stamp duty shall be charged on such lease based on the amount or value of the consideration or rent that could be obtained from a tenant paying full consideration or rent for such lease.

• (2) Where, in the case of a lease to which subsection (1) would apply but for the fact that both the rent and the consideration other than rent payable cannot be ascertained, then stamp duty shall be charged on such lease based on the amount or value of the consideration other than rent that could be obtained from a tenant paying full consideration for such lease if the rent reserved in the lease was a nil amount.

• (3) This section shall not apply to any instrument in relation to which subsection (4)(a) of section 53 applies.

56 Stamp duty and value-added tax. [FA1994 s108(1) (part)]

56.— The consideration or rent chargeable under the heading “LEASE” in Schedule 1 shall exclude any value-added tax chargeable under section 2 of the Value-Added Tax Act, 1972, on such lease.

Chapter 5 Mortgages, etc.

57 Charging of duty on mortgages, etc. [SA1891 s87(1) to (3) and (6)]

57.—(1) A security for the transfer or retransfer of any stock shall be charged with the same duty as a similar security for a sum of money equal in amount to the value of the stock, and a transfer, assignment, disposition, or assignation of any such security shall be charged with the same duty as an instrument of the same description relating to a sum of money equal in amount to the value of the stock.

• (2) A security for the payment of any rentcharge, annuity, or periodical payments, by means of repayment, or in satisfaction or discharge of any loan, advance, or payment intended to be so repaid, satisfied, or discharged, shall be charged with the same duty as a similar security for the payment of the sum of money so lent, advanced, or paid.

• (3) A transfer of a duly stamped security, and a security by means of further charge for money or stock, added to money or stock previously secured by a duly stamped instrument, shall not be charged with any duty by reason of its containing any further or additional security for the money or stock transferred or previously secured, or the interest or dividends of that money or stock, or any new covenant, proviso, power, stipulation, or agreement in relation to that security, or any further assurance of the property comprised in the transferred or previous security.

• (4) An instrument chargeable with ad valorem duty as a mortgage shall not be charged with any further duty by reason of the equity of redemption in the mortgaged property being thereby conveyed or limited in any other manner than to a purchaser, or in trust for, or according to the direction of, a purchaser.

58 Security for future advances, how to be charged. [SA1891 s88]

58.—(1) A security for the payment or repayment of money to be lent, advanced, or paid, or which may become due on an account current, either with or without money previously due, shall be charged, where the total amount secured or to be ultimately recoverable is in any way limited, with the same duty as a security for the amount so limited.

• (2) Where such total amount is unlimited, the security shall—

• (a) if unstamped, or if stamped with ad valorem duty to cover an amount not exceeding £20,000, be available only for £20,000, and

• (b) if stamped with ad valorem duty to cover an amount exceeding £20,000, be available for such amount only,

but where any advance or loan is made in excess of £20,000 or such greater amount as may be covered by that duty, the security shall, for the purpose of stamp duty, be deemed to be a new and separate instrument, executed on the day on which the advance or loan is made.

• (3) Notwithstanding subsections (1) and (2), no money to be advanced for the insurance of any property comprised in the security against damage by fire, or for keeping up any policy of life insurance comprised in the security, or for effecting in lieu of the policy of life insurance comprised in the security any new policy, or for the renewal of any grant or lease of any property comprised in the security on the dropping of any life on which the property is held, shall be reckoned as forming part of the amount in respect of which the security is chargeable with ad valorem duty.

Chapter 6 Policies of Insurance

59 Penalty for policy of insurance not duly stamped. [SA1891 s100; FA1959 s75(4)]

59.—(1) Every person who—

• (a) receives, or takes credit for, any premium or consideration for any insurance, and does not, within one month after receiving, or taking credit for, the premium or consideration, make out and execute a duly stamped policy of insurance, or

• (b) makes, executes, or delivers out, or pays or allows in account, or agrees to pay or allow in account, any money on or in respect of any policy which is not duly stamped,

shall incur a penalty of £500.

• (2) Subsection (1) shall not apply in relation to an insurance or a policy effecting an insurance if the insurance is such that a policy effecting it is exempt from all stamp duties.

60 Short-term life insurance policies. [FA1970 s43(1) and (2)]

60.—(1) For the purpose of the charge to stamp duty a policy of life insurance shall be treated as made for a period exceeding 2 years if it contains any provision whereby it may become available for a period exceeding 2 years in all.

• (2) Where, at any time after the making of a policy for a period not exceeding 2 years, the policy is varied so that it becomes or may become available for a period exceeding 2 years in all, the policy shall become chargeable with the same duty as would have been chargeable if it had been made on the date of the variation for a period exceeding 2 years, and may be stamped accordingly, without penalty, at any time within 30 days after that date.

61 Location of insurance risk for stamp duty purposes. [FA1992 s208]

61.—(1) In paragraph (d) of subsection (2) “branch” means an agency or branch of a policyholder or any permanent presence of a policyholder in the State even if that presence does not take the form of an agency or branch but consists merely of an office managed by the policyholder's own staff or by a person who is independent but has permanent authority to act for the policyholder in the same way as an agency.

• (2) For the purpose of charging stamp duty, the risk to which a policy of insurance or a policy of life insurance relates shall be deemed to be located in the State—

• (a) where the insurance relates either to buildings or to buildings and their contents, in so far as the contents are covered by the same insurance policy, if the property is situated in the State;

• (b) where the insurance relates to vehicles of any kind, if such vehicles are registered in the State;

• (c) in the case of policies of a duration of 4 months or less covering travel or holiday risks, if the policyholder took out the policy in the State;

• (d) in any other case, if the policyholder has his or her habitual residence in the State, or where the policyholder is a legal person other than an individual, if the policyholder's head office or branch to which the policy relates is situated in the State.

62 Limitation of stamp duty on certain instruments relating to 2 or more distinct matters. [FA1982 s94(4)(b)(ii)]

62.— An instrument shall not be charged with duty exceeding £1 by reason only that it contains or relates to 2 or more distinct matters each falling within the heading “POLICY OF INSURANCE other than Life Insurance where the risk to which the policy relates is located in the State” in Schedule 1.

Chapter 7 Releases or Renunciations of any property, or of any right or interest in any property

63 Letters of renunciation. [FA1986 s95(1) and (2)]

63.—(1) In this section—

“share” includes stock;

“unquoted company” means a company none of whose shares, stocks or debentures are listed in the official list of a recognised stock exchange or dealt in on an unlisted securities market recognised by such a stock exchange.

• (2) Any instrument which releases or renounces or has the effect of releasing or renouncing a right under a letter of allotment, or under any other document having the effect of a letter of allotment, to any share in an unquoted company shall be chargeable to stamp duty as if it were a release or renunciation of property consisting of stocks or marketable securities by reference to the heading “RELEASE or RENUNCIATION of any property, or of any right or interest in any property” in Schedule 1 and that schedule shall be construed accordingly.

Chapter 8 Share Warrants and Stock Certificates to Bearer, etc.

64 Instruments passing by delivery in pursuance of usage. [FA1899 s6]

64.— For the purposes of this Chapter, an instrument used for the purpose of assigning, transferring, or in any manner negotiating the right to any share or stock shall, if delivery of such share or stock is by usage treated as sufficient for the purpose of a sale on the market, whether that delivery constitutes a legal assignment, transfer, or negotiation or not, be deemed an instrument to bearer and the delivery of such share or stock an assignment, transfer, or negotiation.

65 Penalty for issuing share warrant not duly stamped. [SA1891 s107; FA1899 s5(2) (part)]

65.— If a share warrant which is chargeable to stamp duty, or any instrument to bearer having a like effect as such a share warrant, is issued without being duly stamped, the company issuing the same, and also every person who, at the time when it is issued, is the managing director or secretary or other principal officer of the company, shall incur a penalty of £500.

66 Penalty for issuing stock certificate not duly stamped, etc. [SA1891 s109; FA1899 s5(2) (part)]

66.—(1) Where the holder of a stock certificate to bearer, or any instrument to bearer having a like effect as such stock certificate to bearer, has been entered on the register of the local authority, or company or body of persons, as the case may be, as the owner of the share of stock described in the certificate, the certificate shall be forthwith cancelled so as to be incapable of being re-issued to any person.

• (2) Every person by whom a stock certificate to bearer which is chargeable to stamp duty, or any instrument to bearer having a like effect as such stock certificate to bearer, is issued without being duly stamped shall incur a penalty of £500.

Chapter 9 Surrenders of any property, or of any right or interest in any property

67 Surrender and merger of leasehold interests. [FA1986 s99(2)]

67.— An instrument bearing witness to, or acknowledging—

• (a) the surrender, by parol or otherwise, of a leasehold interest in immovable property, or

• (b) the merger of such an interest in a superior interest,

shall be charged to the same stamp duty as if it were a surrender of that leasehold interest.

PART 6 Special Provisions Relating to Uncertificated Securities

68 Interpretation (Part 6). [FA1996 s101(1)]

68.—(1) In this Part—

“certificated securities” means securities other than uncertificated securities;

“market maker” means a person who—

• (a) holds himself or herself out at all normal times in compliance with the rules of the Irish Stock Exchange Limited, or the London Stock Exchange Limited, as willing to buy and sell securities at a price specified by him or her, and

• (b) is recognised as doing so by the Irish Stock Exchange Limited or the London Stock Exchange Limited;

“member firm” means a member firm of the Irish Stock Exchange Limited, or of the London Stock Exchange Limited, which is not acting in the ordinary course of business as a market maker in securities of the kind concerned;

“relevant period” means any period of 6 months ending on the 30th day of September or the 31st day of March;

“securities” means any stocks or marketable securities;

“uncertificated securities” means any securities, title to which is, by virtue of the Companies Act, 1990 (Uncertificated Securities) Regulations, 1996 (S.I. No. 68 of 1996), transferable by means of a relevant system.

• (2) In this Part, “generate”, “instruction”, “operator”, “operator-instruction”, “relevant system” and “system-member” have the same meanings, respectively, as in the Companies Act, 1990 (Uncertificated Securities) Regulations, 1996.

• (3) In this Part, references to title to securities include any legal or equitable interest in securities.

69 Operator-instruction deemed to be an instrument of conveyance or transfer. [FA1996 s102]

69.—(1) Where a transfer of title to securities through a relevant system is effected by an operator-instruction, that operator-instruction shall, for all purposes of this Act, be deemed to be an executed instrument of conveyance or transfer of such securities and the date of execution shall be taken to be the date the operator-instruction is generated.

• (2) Where an operator-instruction is generated in connection with the transfer through a relevant system of an equitable interest in securities, that transfer shall be deemed for the purposes of subsection (1) to have been effected by that operator-instruction.

• (3) Where no operator-instruction is generated in connection with the transfer through a relevant system of an equitable interest in securities, that transfer shall, for the purposes of this Part, be deemed to have been effected by an operator-instruction generated on the date of the transfer.

70 Rate of duty. [FA1996 s103]

70.—(1) Where an operator-instruction is, by virtue of section 69, chargeable with stamp duty under or by reference to the heading “CONVEYANCE or TRANSFER on sale of any stocks or marketable securities” in Schedule 1, the rate at which the duty is charged under that heading shall be the rate of 1 per cent of the consideration for the sale to which that operator-instruction gives effect.

• (2) Notwithstanding subsection (1)—

• (a) where the transfer operates as a voluntary disposition inter vivos, the reference in subsection (1) to the amount or value of the consideration for the sale shall, in relation to the duty so chargeable, be construed as a reference to the value of the securities transferred,

• (b) where the calculation results in an amount which is not a multiple of one penny, the amount so calculated shall be rounded to the nearest penny, and any half of a penny shall be rounded up to the next whole penny.

71 Application and adaptation of other Parts of this Act. [FA1996 s104]

71.— In relation to a charge for stamp duty arising by virtue of section 69—

• (a) the definition of “accountable person” in subsection (1) of section 1 shall be construed as if the reference, in the Table to that definition, to the purchaser or transferee were a reference to the transferee,

• (b) notwithstanding section 2(3), the operator-instruction which is charged to stamp duty by virtue of section 69 shall not be required to be stamped and, accordingly—

• (i) any duty so charged shall be due and payable and shall be paid to the Commissioners on the date on which that operator-instruction is generated, and

• (ii) that operator-instruction shall for the purposes of section 2(4) and notwithstanding section 30(3) be deemed to be duly stamped with the proper stamp duty when such duty and any penalty relating to such duty has been paid to the Commissioners,

• (c) notwithstanding paragraph (b), where an agreement referred to in section 72 is in force between the Commissioners and an operator, any duty paid in respect of that operator-instruction in accordance with such agreement shall be deemed to have been paid to the Commissioners on the date on which it became due and payable,

• (d) subject to paragraph (e), section 14 shall apply with the modification that the penalties imposed for not duly stamping the operator-instruction, which is charged to stamp duty by virtue of section 69 within a particular period of the date of first execution, shall be imposed for non-payment of the stamp duty within that period, and with any other necessary modifications,

• (e) sections 4, 6, 8, 11, 14(4), 20, 127 and 129(1) shall not apply,

• (f) (i) if at any time it appears that for any reason no duty, or insufficient duty, has been paid to the Commissioners, they shall make an assessment of such amount of duty or additional duty as, to the best of their knowledge, information and belief, ought to be charged, levied and paid and the accountable person shall be liable for the payment of the duty so assessed,

• (ii) if at any time it appears that for any reason an assessment is incorrect, the Commissioners shall make such other assessment as they consider appropriate, which assessment shall be substituted for the first-mentioned assessment,

• (iii) section 21 shall apply to an assessment under this paragraph as if it were an assessment mentioned in that section,

• (g) any reliefs or exemptions from stamp duty which are conditional on an instrument being stamped in accordance with section 20 with a particular stamp denoting either that it is not chargeable with any duty or that it is duly stamped shall apply notwithstanding such condition not having been complied with.

72 Collection and payment of duty. [FA1996 s105]

72.— The Commissioners may enter into an agreement with an operator, in such form and on such terms and conditions as they think fit, in relation to the collection of stamp duty and the payment of such duty to the Commissioners.

73 Exemptions. FA1996 s106 and (2)]

73.—(1) Section 69 shall not apply—

• (a) to the extent that it would give rise to a charge to stamp duty under the heading “CONVEYANCE or TRANSFER of any kind not already described in this Schedule” in Schedule 1,

• (b) in respect of a transfer of title to securities to a purchaser in completion of a contract for sale to the extent to which the interest transferred has, following that transfer, been retransferred in completion of a separate contract for sale made by that purchaser prior to that transfer to that purchaser provided that both contracts were due for completion on the same day and are in fact completed within 25 days after the making of whichever of those contracts was earlier in priority.

• (2) Stamp duty shall not be chargeable under or by reference to any heading in Schedule 1 other than the heading “CONVEYANCE or TRANSFER on sale of any stocks or marketable securities” on an instrument effecting a transfer of securities if the transferee is a system-member and the instrument is in a form which will, in accordance with the rules of the system, enable certificated securities to be converted into uncertificated securities so that title to them may become transferable by means of the relevant system.

74 Exemption for market makers. [FA1996 s106(3)]

74.— Stamp duty shall not be chargeable on any instrument of transfer whereby any securities are on the sale of such securities transferred to a market maker acting in the ordinary course of business as a market maker in securities of the kind concerned or to a person acting as nominee of such market maker.

75 Relief for member firms. [FA1996 s107(1) to (4)]

75.—(1) Stamp duty shall not be chargeable on any instrument of transfer whereby any securities are on the sale of such securities transferred to a member firm acting on its own behalf in the ordinary course of that member firm's business or to a nominee of such member firm.

• (2) Notwithstanding subsection (1)—

• (a) if and to the extent that the member firm does not transfer the securities referred to in subsection (1) to a bona fide purchaser before the expiration of the period of one month from the date of transfer, in this section referred to as “the specified period”, the member firm shall pay to the Commissioners within 14 days after the expiration of the specified period the amount of ad valorem duty which would have been chargeable on the transfer if this section had not been enacted;

• (b) the member firm may, in relation to any such sale with a completion date not later than 30 days from the date of the contract for sale and prior to the date of the contract, elect to have such completion date treated as the date of the second-mentioned transfer referred to in paragraph (a) and, in that event, that completion date shall be deemed, for the purposes of paragraph (a), to be the date of that second-mentioned transfer.

• (3) If any member firm fails to pay any sum due to the Commissioners under subsection (2), that sum, together with interest on that sum at the rate of 1 per cent per month or part of a month from the first day after the expiration of the specified period to the date of payment of that sum and, by means of further penalty, a sum equal to 1 per cent of the duty for each day the duty remains unpaid, shall be recoverable from the member firm as a debt due to the Minister for the benefit of the Central Fund.

• (4) Where subsection (1) applies in relation to a transfer of securities to a member firm, the member firm shall within 30 days of the end of the relevant period within which the transfer is made deliver to the Commissioners a statement in writing or in such other manner as the Commissioners may agree to in writing—

• (a) showing in respect of each such transfer—

• (i) full details in relation to the type, nominal value, description and amount of the securities comprised in the transfer;

• (ii) what part (if any) of the securities comprised in the transfer has been transferred by the member firm to a bona fide purchaser within the specified period and what part of the securities has not been so transferred;

• (iii) the date of the transfer and, if any part of the securities has been transferred to a bona fide purchaser within the specified period, the date on which that part was so transferred;

• (iv) the amount of stamp duty (if any) payable by virtue of subsection (2) and the date of payment;

• (b) certifying in respect of each such transfer that—

• (i) the member firm was acting on its own behalf in the ordinary course of its business, and

• (ii) any securities transferred in respect of which the stamp duty has not been paid were transferred on sale to a bona fide purchaser within the period of one month after the date of the transfer,

and shall produce such further evidence by means of statutory declaration or otherwise in relation to the matters set out in paragraphs (a) and (b) as the Commissioners require.

• (5) A member firm which fails to deliver a statement within the period specified in subsection (4) shall be liable to a penalty of £1,000.

76 Obligations of system-members. [FA1996 s108]

76.—(1) Where an instruction is entered or is caused to be entered in a relevant system by a system-member, and the effect of that instruction is that no stamp duty is calculated by the relevant system, that system-member shall retain evidence in legible written form, or readily convertible into such a form, for a period of 3 years from the date of such instruction, in sufficient detail to establish that the related operator-instruction is not chargeable with stamp duty, and the system-member shall make any such evidence available to the Commissioners on request.

• (2) A system-member who fails to comply with subsection (1) shall be liable to a penalty of £1,000.

• (3) Where a system-member fraudulently or negligently enters or causes to be entered an incorrect instruction in a relevant system and such incorrect instruction gives rise to an underpayment of stamp duty, or results in a claim for exemption from duty to which there is no entitlement, that system-member shall incur a penalty of £1,000 together with the amount, or twice the amount in the case of fraud, of the difference between the duty so paid (if any) and the duty which would have been payable if the instruction had been entered correctly.

• (4) A system-member shall be deemed to have acted negligently for the purposes of subsection (3) if it comes to the system-member's notice, or it would have come to the system-member's notice if the system-member had taken reasonable care, that an incorrect instruction has resulted in an underpayment of stamp duty, unless the system-member notifies the Commissioners accordingly, in writing, without unreasonable delay.

• (5) An incorrect instruction to which subsection (3) applies shall be deemed to be the production of an incorrect document for the purposes of section 1078(2)(d) of the Taxes Consolidation Act, 1997.

77 Overpayment of duty. [FA1996 s109]

77.—(1) Where on a claim it is proved to the satisfaction of the Commissioners that there has been an overpayment of duty in relation to a charge to duty by virtue of section 69, the overpayment shall be repaid.

• (2) A claim under this section shall—

• (a) be made within a period of 6 years beginning on the date on which the payment was made,

• (b) set out the grounds on which the repayment is claimed,

• (c) contain a computation of the amount of the repayment claimed,

• (d) if so required by the Commissioners, be supported by such documentation as may be necessary to prove the entitlement to a repayment of the amount claimed, and

• (e) if the claim arises by virtue of the operation of section 73(1)(b)—

• (i) it shall be made on a form prescribed by the Commissioners, and

• (ii) it shall not be made to the Commissioners before the 21st day of the month following the month in which the overpayment of duty arose.

• (3) Where the claimant is not resident in the State and has no branch or agency in the State the Commissioners may require the claimant, as a condition for obtaining a repayment, to appoint and maintain a tax representative in the State who shall be personally liable to the Commissioners for any loss of duty arising out of an incorrect claim.

• (4) A person shall not be a tax representative under this section unless that person—

• (a) has a business establishment in the State, and

• (b) is approved by the Commissioners.

78 Regulations. [FA1996 s110]

78.—(1) The Commissioners may make such regulations as seem to them to be necessary for the purpose of giving effect to this Part and of enabling them to discharge their functions in relation to administration, assessment, collection, recovery and repayment under this Part.

• (2) Every regulation made under this section shall be laid before Dáil Éireann as soon as may be after it is made and, if a resolution annulling the regulation is passed by Dáil Éireann within the next 21 days on which Dáil Éireann has sat after the regulation is laid before it, the regulation shall be annulled accordingly, but without prejudice to the validity of anything previously done under the regulation.

PART 7 Exemptions AND Reliefs FROM Stamp Duty

Chapter 1 Instruments which must be presented to the Commissioners for adjudication in order to obtain exemption or relief

79 Conveyances and transfers of property between certain bodies corporate. [FA1952 s19]

79.—(1) Stamp duty shall not be chargeable under or by reference to the following headings in Schedule 1—

• (a) “CONVEYANCE or TRANSFER on sale of any stocks or marketable securities”,

• (b) “CONVEYANCE or TRANSFER on sale of a policy of insurance or a policy of life insurance where the risk to which the policy relates is located in the State”, or

• (c) “CONVEYANCE or TRANSFER on sale of any property other than stocks or marketable securities or a policy of insurance or a policy of life insurance”,

on any instrument to which this section applies.

• (2) Subsection (1) shall not apply to an instrument unless it has, in accordance with section 20, been stamped with a particular stamp denoting that it is not chargeable with any duty or that it is duly stamped.

• (3) This section applies to any instrument as respects which it is shown to the satisfaction of the Commissioners that the effect of the instrument was to convey or transfer a beneficial interest in property from one body corporate to another, and that at the time of the execution of the instrument the bodies in question were associated, that is, one was the beneficial owner of not less than 90 per cent of the issued share capital of the other, or a third such body was the beneficial owner of not less than 90 per cent of the issued share capital of each and that this ownership was ownership either directly or through another body corporate or other bodies corporate, or partly directly and partly through another body corporate or other bodies corporate, and subsections (5) to (10) of section 9 of the Taxes Consolidation Act, 1997, shall apply for the purposes of this section as if—

• (a) references to body corporate were references to company,

• (b) references to bodies corporate were references to companies, and

• (c) references to issued share capital were references to ordinary share capital.

• (4) Notwithstanding that at the time of execution of any instrument the bodies corporate between which the beneficial interest in the property was conveyed or transferred were associated within the meaning of subsection (3), they shall not be treated as having been so associated unless, additionally, at that time—

• (a) one such body was beneficially entitled to not less than 90 per cent of any profits available for distribution to the shareholders of the other such body or a third such body was beneficially entitled to not less than 90 per cent of any profits available for distribution to the shareholders of each, and

• (b) one such body would be beneficially entitled to not less than 90 per cent of any assets of the other such body available for distribution to its shareholders on a winding-up or a third such body would be beneficially entitled to not less than 90 per cent of any assets available for distribution to the shareholders of each on a winding-up,

and, for the purposes of this section—

• (i) the percentage to which one body corporate is beneficially entitled of any profits available for distribution to the shareholders of another body corporate, and

• (ii) the percentage to which one body corporate would be beneficially entitled of any assets of another body corporate on a winding-up,

means the percentage to which the first body corporate is, or would be, so entitled either directly or through another body corporate or other bodies corporate or partly directly and partly through another body corporate or other bodies corporate.

• (5) This section shall not apply to an instrument unless it is also shown to the satisfaction of the Commissioners that the instrument was not executed in pursuance of or in connection with an arrangement under which—

• (a) the consideration, or any part of the consideration, for the conveyance or transfer was to be provided or received, directly or indirectly by a person, other than a body corporate which at the time of the execution of the instrument was associated within the meaning of subsection (3) with either the transferor or the transferee (being, respectively, the body from whom and the body to whom the beneficial interest was conveyed or transferred),

• (b) that interest was previously conveyed or transferred, directly or indirectly, by such a person, or

• (c) the transferor and the transferee were to cease to be associated within the meaning of subsections (3) and (4),

and, without prejudice to the generality of paragraph (a), an arrangement shall be treated as within that paragraph if it is one under which the transferor or the transferee, or a body corporate associated with either as there mentioned, was to be enabled to provide any of the consideration, or was to part with any of it, by or in consequence of the carrying out of a transaction or transactions involving, or any of them involving, a payment or other disposition by a person other than a body corporate so associated.

• (6)
• (a) The Commissioners may, for the purposes of this section, require the delivery to them of a statutory declaration in such form as they may direct made, as they may direct, by a responsible officer of a body corporate or by a solicitor of the Courts of Justice or by both and of such further evidence (if any) as they may require.

• (b) The powers conferred on the Commissioners by paragraph (a) shall be in addition to and not in substitution for the powers conferred on them by section 20.

• (7) If—

• (a) where any claim for exemption from duty under this section has been allowed, it is subsequently found that any declaration or other evidence furnished in support of the claim was untrue in any material particular, or

• (b) the transferor and transferee cease to be associated within the meaning of subsection (3) within a period of 2 years from the date of the conveyance or transfer,

then the exemption shall cease to be applicable and stamp duty shall be chargeable in respect of the conveyance or transfer as if subsection (1) had not been enacted together with interest on the duty, by means of penalty, at the rate of 1 per cent per month or part of a month to the day on which the duty is paid, in a case to which paragraph (a) applies, from the date of the conveyance or transfer or, in a case to which paragraph (b) applies, from the date the transferor and transferee ceased to be so associated.

• (8) For the purposes of subsection (4)—

• (a) the percentage to which one body is beneficially entitled of any profits available for distribution to shareholders of another company has, subject to any necessary modifications, the meaning assigned to it by section 414 of the Taxes Consolidation Act, 1997, and

• (b) the percentage to which one body is beneficially entitled of any assets of another body available for distribution on a winding-up has, subject to any necessary modifications, the meaning assigned to it by section 415 of the Taxes Consolidation Act, 1997.

80 Reconstructions or amalgamations of companies. [FA1965 s31(1) to (3) and (5) to (8); FA1995 s144(2)]

80.—(1) (a) In this section, unless the context otherwise requires, “shares” includes stock and references to the undertaking of a target company include references to a part of the undertaking of a target company;

• (b) In this section references to “acquiring company” are references only to a company with limited liability.

• (2) Where it is shown to the satisfaction of the Commissioners that there exists a scheme for the bona fide reconstruction of any company or companies or the amalgamation of any companies and that, in connection with the scheme, there exist the following conditions, that is—

• (a) a company with limited liability is to be registered, or a company has been established by Act of the Oireachtas, or the nominal share capital of a company has been increased;

• (b) the company (in this section referred to as the “acquiring company”) is to be registered or has been established or has increased its capital with a view to the acquisition of either—

• (i) the undertaking of a particular existing company (in this section referred to as the “target company”), or

• (ii) not less than 90 per cent of the issued share capital of a target company;

• (c) the consideration for the acquisition (except such part of that consideration as consists in the transfer to or discharge by the acquiring company of liabilities of the target company) consists as to not less than 90 per cent of that consideration—

• (i) where an undertaking is to be acquired, in the issue of shares in the acquiring company to the target company or to holders of shares in the target company, or

• (ii) where shares are to be acquired, in the issue of shares in the acquiring company to the holders of shares in the target company in exchange for the shares held by them in the target company,

then, subject to this section, stamp duty under the following headings in Schedule 1—

• (I) “CONVEYANCE or TRANSFER on sale of any stocks or marketable securities”,

• (II) “CONVEYANCE or TRANSFER on sale of a policy of insurance or a policy of life insurance where the risk to which the policy relates is located in the State”, or

• (III) “CONVEYANCE or TRANSFER on sale of any property other than stocks or marketable securities or a policy of insurance or a policy of life insurance”,

shall not be chargeable on any instrument made for the purposes of or in connection with the transfer of the undertaking or shares, or on any instrument made for the purposes of or in connection with the assignment to the acquiring company of any debts, secured or unsecured, of the target company.

• (3)
• (a) This section shall not apply to an instrument unless it has, in accordance with section 20, been stamped with a particular stamp denoting either that it is not chargeable with any duty or that it is duly stamped.

• (b) In the case of an instrument made for the purposes of or in connection with a transfer to a company within the meaning of the Companies Act, 1963, subsection (2) shall not apply unless the instrument is either—

• (i) executed within a period of 12 months from the date of the registration of the acquiring company or the date of the resolution for the increase of the nominal share capital of the acquiring company, as the case may be, or

• (ii) made for the purpose of effecting a conveyance or transfer in pursuance of an agreement which has been filed, or particulars of which have been filed, with the registrar of companies within that period of 12 months.

• (4) This section shall not apply unless the scheme of reconstruction or amalgamation is effected for bona fide commercial reasons and does not form part of a scheme or arrangement of which the main purpose, or one of the main purposes, is avoidance of liability to stamp duty, income tax, corporation tax, capital gains tax or capital acquisitions tax.

• (5) For the purposes of a claim for exemption under subsection (2), a company which has, in connection with a scheme of reconstruction or amalgamation, issued any unissued share capital shall be treated as if it had increased its nominal share capital.

• (6) A company shall not be deemed to be a target company within the meaning of this section unless it is provided by the memorandum of association of, or Act establishing, the acquiring company that one of the objects for which the company is formed is the acquisition of the undertaking of, or shares in, the target company, or unless it appears from the resolution, Act or other authority for the increase of the capital of the acquiring company that the increase is authorised for the purpose of acquiring the undertaking of, or shares in, the target company.

• (7)
• (a) Where a claim is made for exemption under this section, the Commissioners may require the delivery to them of a statutory declaration in such form as they may direct, made by a solicitor of the Courts of Justice, and of such further evidence (if any) as they may require.

• (b) The powers conferred on the Commissioners by paragraph (a) shall be in addition to and not in substitution for the powers conferred on them by section 20.

• (8) If—

• (a) in respect of any claim for exemption from duty under this section which has been allowed, it is subsequently found that any declaration or other evidence furnished in support of the claim was untrue in any material particular, or that the conditions specified in subsection (2) are not fulfilled in the reconstruction or amalgamation as actually carried out,