Commencement and transitional period

STT is expected to commence in late 2027. Commencement regulations will provide flexibility and guidance for transition to an online filing and payment portal. Four-year transitional provisions will prevent double charging where Stamp Duty or SDRT applies.

Scope and tax base

STT applies only to transfers of chargeable securities, UK-incorporated company shares, tradable equity-like debt and investment bond securities, certain unit trust units and related interests and options. Interests in non-UK incorporated companies are excluded irrespective of place of execution and of location of the share register; depositary interests in them are nevertheless in scope where the company is centrally managed and controlled in the UK. Revised debt rules except certain inflation-linked, performance-linked and capital-market instruments. Share buybacks and transfer
schemes of arrangement are intended to be in scope, with further guidance awaited.

Transfers of interests in partnerships holding stock or marketable securities, currently subject to Stamp Duty, are excluded unless securities were placed in the partnership under arrangements that have a main purpose of avoiding STT. Options and warrants are chargeable on transfer but not grant, following the SDRT treatment.

Chargeable consideration

STT adopts SDRT’s broader “money or money’s worth” consideration, rather than Stamp Duty’s limited consideration of cash, shares, securities or debt. Obligations inherent in ownership of transferred securities have zero value for consideration purposes, codifying Swayne v IRC; this is relevant to pension scheme transfers and reinsurance. Certain transfers, including to connected companies and on exercise of options, will attract STT at no less than market value.

Contingent and uncertain consideration

The treatment broadly follows Stamp Duty Land Tax (SDLT): reasonable estimate of consideration required with a ‘true up’ when determined. Deferral of STT on that element is subject to statutory conditions. Each claim has a four-year longstop, with a 12-year overall limit—not an automatic extension of one four-year period. Interest runs from the date of original payment despite the deferral. Amendment of the return required is within 30 days of determining the actual
amount.

De minimis threshold

An exemption from both STT and filing for qualifying non-electronic transfers for £1,000 or less will now be included. The exemption excludes transfers completed through electronic book-entry systems or equivalents. Linked transfers of the same or similar securities to the same or connected transferees are aggregated.

Charging point

For non-electronic transactions, STT arises on the earlier of completion (legal title transfer) or substantial performance. This SDLT-style filing/payment framework may create uncertainty in some cases. Substantial performance includes paying all or substantially all the consideration, exercising voting rights, receiving dividends or other financial benefits, or receiving consideration for an onward sale or agreement to sell securities or an interest in them.

Liability

The buyer is generally liable; agents filing non-electronic returns are not liable for the buyer’s non-payment. The employer is liable instead where an employee buyer’s agreement relates to employment-related securities. Clearance service providers or depositary receipt issuers bear higher-rate liability (see below). Separate electronic-transaction accountability rules remain.

Reliefs

STT carries forward group, reconstruction and acquisition relief (currently Stamp Duty only), growth market exemption, intermediary relief and stock lending/repurchase relief. Existing conditions and operational arrangements are generally similar but not identical. A three-year exemption covers securities in qualifying newly listed companies whose shares are admitted to a UK regulated market, subject to change-of-control and other exclusions.

Administration and compliance

CREST’s existing system continues; other transactions will use HMRC’s portal. A Unique Transaction Reference Number ("UTRN") will now only be issued after payment. The intention is to put a process in place to prevent delay of share-register updates and transactions. Filing/payment is generally due within 14 days after the charging day for electronic transactions and within 30 days for non-electronic transactions.

HMRC will have the usual powers to check or challenge self-assessment under STT, including through enquiries, determinations for missing returns and discovery assessments (usual 4-, 6- and 20-year limits).

Notification penalties: 5% at the penalty date; discretionary £10 daily penalty after three months; further 10% after six months; up to 100% after 12 months for deliberate, concealed non-compliance. Transaction/payment records must be kept and preserved; failure attracts up to £3,000, subject to the statutory exception.

Implications for corporates generally

Taxpayers affected by STT will need to factor timing and any required clearances into transaction processes. Particularly in the private M&A sector, there will be a need to adjust to a stricter compliance regime, in time affecting due diligence as well as new transaction reporting.

Implications for funds, capital markets and intermediaries

Funds: funds may qualify for certain in-specie redemption/reconstruction reliefs, subject to conditions and returns—but it will be harder to obtain exemption for fund contributions. Letters of direction, required in some cases for Stamp Duty exemption, will no longer be necessary. Relevant unit trust/OEIC transfers are exempt where managers are notified of completion and update their ownership register. Cross-trades between sub-funds of non-UK funds will attract STT, in cases where Stamp Duty/SDRT may not have arisen.

Capital markets: the 1.5% clearance service/depositary receipt transfer charge continues. Liability rests with the provider/issuer as transferee, not the first book-entry holder or receipt recipient. Advance HMRC clearances will likely remain necessary for listings.

Intermediaries/brokers: intermediary and stock lending/repurchase reliefs will continue under STT subject to conditions and return requirements. However, unchanged conditions and operational arrangements cannot be assumed and the claims processes remain to be confirmed. Proposed adviser joint and several liability for non-electronic transactions has been removed; filing agents must instead confirm their authority to act. Electronic accountability rules remain.

Find out more…

This note reflects the 4 November 2026 publication of the Finance Bill and certain other releases at that date; legislation may change before enactment. It does not cover all aspects.

For further information, contact Toby Price (toprice@deloitte.co.uk), Jennifer Doyle (jenniferdoyle@deloitte.co.uk) or your usual Deloitte contact.