Relief from stamp duty is available on documents transferring shares in one company to another company in a corporate reorganisation under section 77 FA 1986, provided that a number of conditions are met, including that, at the time of execution of the relevant documents, there are no "disqualifying arrangements" in existence.
HMRC has updated its Stamp Taxes on Shares Manual to provide further guidance on "disqualifying arrangements", which broadly involve arrangements under which a particular person or persons together can obtain control of the relevant company. The new guidance makes clear that, in assessing whether particular persons together could obtain control, this is not a simple numerical test. It must be reasonable to assume that the parties to the arrangements intend to act in such a way that particular persons together obtain control of the acquiring company. It also is made clear that a reorganisation prior to a sale before a purchaser is identified will not be subject to a disqualifying arrangement.
The updated guidance also details arrangements that generally would not constitute a disqualifying arrangement (for example, IPOs, mergers and liquidations).