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Share exchange agreement

Is it necessary?

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Hello

I've completed a share for share exchange for a client (basically inserted a holding company above a trading Company) and whilst claiming stamp duty relief HMRC have asked for a copy of the share exchange agreement. There was no formal agreement in place because the shareholders and directors before and after are exactly the same. 

I didn't think we'd need a formal agreement in place. Do we need one? If yes, is there a template I can use anywhere? 

 

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By Wanderer
21st Jul 2021 09:51

MuayThai wrote:

Do we need one? If yes, is there a template I can use anywhere? 

Why would you put together a document now that doesn't yet exist?
Just tell HMRC the truth.
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Replying to Wanderer:
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By Tax Dragon
21st Jul 2021 09:55

+1.
+1.
+1 again.

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Replying to Wanderer:
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By MuayThai
21st Jul 2021 10:05

Thank you. For future reference is there a legal requirement to do one?

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Replying to MuayThai:
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By Justin Bryant
21st Jul 2021 10:53

There is no legal requirement and furthermore there is nothing wrong (obviously) in documenting a prior oral sfs agreement.

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Replying to Wanderer:
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By jamesus
26th Jul 2021 12:40

Wanderer wrote:

MuayThai wrote:

Do we need one? If yes, is there a template I can use anywhere? 

Why would you put together a document now that doesn't yet exist?
Just tell HMRC the truth.

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By SWAccountant
21st Jul 2021 12:25

I've recently had stamp duty relief granted where there was no written agreement so it may just be down to the case worker.

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By The Dullard
21st Jul 2021 12:45

Did you send them the stock transfer form? Maybe they're wondering where the document is that you want them to (virtually) stamp as having been adjudicated and they're just guessing. We usually make it clear in the minutes of the meeting of the acquiring company that the agreement was verbal.

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Psycho
By Wilson Philips
21st Jul 2021 12:49

Minutes of the meeting? Let me guess ...

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Replying to Wilson Philips:
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By The Dullard
21st Jul 2021 13:34

Well, you'd hope. HMRC do provide a template letter!

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Psycho
By Wilson Philips
21st Jul 2021 12:59

I guess that HMRC are looking at are the reasons for the reorganisation. Did you go for s138 clearance? If not, you may be on the back foot with regard to s75(5)(a) (and CGT).

(s138 clearance applications are not mandatory - but they can make life a whole lot easier.)

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