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Under the provisions of the Companies Act 2006, a UK incorporated company is obliged to make a return to the Registrar of Companies giving details of own shares purchased (CA06/S707). »Ê¹ÚÌåÓýapp return is made on an SH03 Form (issued by Companies House). Under CA06/S707 it is compulsory for a company buying its own shares to make a return to Companies House within the period of 28 days beginning with the date on which the shares are delivered to it.

FA86/S66 provides that the return form is treated as an instrument of transfer of the shares for Stamp Duty purposes and is chargeable with Stamp Duty. »Ê¹ÚÌåÓýapp Stamp Duty must be paid and the SH03 ‘duly stampedâ€� (see IFM41110) before it is submitted to Companies House. »Ê¹ÚÌåÓýapp Stamp Duty charge does not however apply to any instrument of transfer by which the company’s own shares are transferred to the company (FA99/SCH13(1)(4)).

»Ê¹ÚÌåÓýapp charge to SDRT is cancelled, provided that the return has been made as above and to the extent that Stamp Duty has been paid on it (FA86/S92(1C)).

»Ê¹ÚÌåÓýapp SH03 contains a self-certification exemption box for repurchases by QAHCs (see IFM41130).

See STSM075020 for further information on company purchases of own shares.

Loan capital exemption

FA86/S79 provides a general exemption from Stamp Duty for transfers of loan capital except for loan capital which is in some way equity-related, for example, convertible into equity or carrying a return related to the profits of a business.

See STSM041050 and STSM041060 for further information on the Stamp Duty loan capital exemption.

»Ê¹ÚÌåÓýappre is no Companies House form required to claim the loan capital exemption.