What are the legal consequences for a company if it registers a stock transfer form that has not been stamped and in relation of which no stamp duty has been paid?

Broadly, stamp duty is payable on documents and instruments, rather than in respect of a transaction. UK stamp duty is most commonly encountered on the transfer of UK certificated shares, where the stock transfer form is usually the instrument that is stamped and in respect of which stamp duty is paid. An electronic method of stamping has been in place since March 2020.

Stamp duty is sometimes called a voluntary tax because HM Revenue & Customs (HMRC) cannot directly enforce its payment. While there is no strict legal obligation to pay any stamp duty chargeable on an instrument of transfer, in practice, stamp duty cannot normally be avoided for transfers of UK shares because:

1. •

   unless a document or instrument is duly stamped (ie stamped, with the appropriate amount of stamp duty having been paid), exempt from stamp duty or adjudicated as not chargeable to stamp duty, it cannot be relied on in