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TonyTax, Tax Consultant
Category: Tax
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Experience:  Inc Tax, CGT, Corp Tax, IHT, VAT.
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Bought my fellow shareholder out in late 2008-stock

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bought my fellow shareholder out in late 2008-stock transfer form executed but it has come to my attention no stamp duty paid
i have read that stamp duty is a 'voluntary' tax insofar as it only needs to be paid if you require the stamped transfer as evidence eg in civil proceedings-the additional nuance being that the cosec cannot register the transfer in the statutory books
so my inclination is not to pay after all this time as this would potentially stir up a hornet's nest regarding dividends paid to me since 2008 (plus the late payment penalty and interest)
i did read of a case on a forum where hmrc tried to attack dividend payments on the basis that the shares had not been validly transferred-the response from the accountants on the forum was that hmrc's position was wrong-legal title to the shares may not have been transferred but beneficial title was transferred pursuant to the agreed deal and completion by payment
i might add that i could always evidence the agreed deal and completion from other paperwork so why would i need the stamped transfer form?
in addition i have confirmation from the vendor that the capital gain on the the sale of the shares to me was accounted for to hmrc in the relevant tax return-surely hmrc can't argue no valid transfer of interest when they've accepted the capital gains position on the sale?!
so the percentage call seems to be to do nothing
do you concur?
Hi. I'm not aware of stamp duty being a voluntary tax. Given the time that has passed, I'd be inclined to let sleeping dogs lie unless the duty, interest and the 30% penalty (see here) were very low. I'm a stickler for getting things right so for me to say I'd be inclined to leave things as they are is something. You have to make your own mind up on it I'm afraid. On the point that the share transfer may not be valid because stamp duty wasn't paid, that would be a question for a company law expert. I hope this helps but let me know if you have any further questions.
Customer: replied 2 years ago.
that's helpful-thanks
what's your view on hmrc being unable to argue valid transfer when they've acccepted a cgt comp on the sale-surely they can't have it both ways?!
I cannot see them doing that frankly. I also cannot see this ever coming to light unless HMRC get a tip off the more time that passes.
Customer: replied 2 years ago.
i agree
furthermore my understanding is that if i did require the form stamping at some point in the future as long as i pay the duty, penalty (which is already at the maximum as over 24 months late) and interest (which would be buttons) hmrc are obliged to stamp the document
so pay now for similar cost and stir up the hornet's nest or do nothing and pay pretty much same if ever became an issue-i think we're agreed that the latter scenario is the percentage call?
That would be my inclination.
Customer: replied 2 years ago.
thank you for your help
Thanks. Would you mind rating my answer before you leave the site please.
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Customer: replied 2 years ago.
of course