M&A Foundations · glossary
The UK tax on transfers of shares — 0.5% of the consideration, normally borne by the buyer. The company cannot register the buyer as shareholder until the transfer is duly stamped, which is why stamping sits high on the post-completion checklist. In Sunrise the Target is Irish, so it is Irish stamp duty (1%) that bites — clause 16.2 makes the Buyer bear it either way. Clause 16.2 · Chapter 15
Explained in Chapter 15, Completion and Beyond, of M&A Foundations.
Tax pulls on the choice too. Transfers of shares in a UK company attract stamp duty at 0.5% of the price, normally borne by the buyer — a deliberately gentle rate. Asset deals escape that duty on most assets, but land attracts its own, usually heavier, transfer taxes, and VAT can apply to some asset sales. A corporate seller may also effectively be taxed twice (once when the company sells the assets, again when it extracts the proceeds). The classic result: sellers usually…Read Chapter 3, Deal Types and Structures →
Related terms
Where this term lives
Every chapter of M&A Foundations is free to read, including the full training share purchase agreement. It is part of one complete fictional deal, with every document attached and a test after every chapter. Open M&A Foundations → · All terms A–Z →