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UK Issues Guidance on Stamp Tax and the Prohibition of Cancellation Schemes of Arrangement for Takeovers

01 July 2015

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Approved Changes

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United Kingdom

On 24 June 2015, the United Kingdom HMRC published Stamp Duty and Stamp Duty Reserve Tax: transfer schemes of arrangement, which provides guidance following the introduction of Companies Act 2006 (Amendment of Part 17) Regulations 2015. Under the regulations, a company takeover may no longer be effected through a cancelation scheme of arrangement, which involves the cancelation of a company's share capital and the issuance of new shares to different owners. Under such a scheme, the arrangement would be exempt from stamp tax due to EU Capital Duties Directive (2008/7/EC), which prohibits the taxation of newly issued shares. Instead, companies...