Revenue Note for Guidance

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Revenue Note for Guidance

118 Amount on which stamp duty chargeable

Summary

Companies capital duty is charged on the net value of the assets contributed to the capital company on its formation or on an increase in its issued share capital or on an increase in its assets. In the less usual transactions which are, in effect, situations where an existing company, whether Irish or foreign, or a building society becomes a capital company the value for companies capital duty is the value of the assets of such company or society.

However, there is a floor below which the value for duty may not fall, namely, the nominal value of the shares in question.

Details

(1)(a) The amount which is chargeable to companies capital duty where the chargeable transaction is—

  • the formation of a capital company,
  • an increase in the issued share capital of a capital company by the contribution of assets of any kind other than an increase in capital through capitalisation of profits or of reserves, whether temporary or permanent reserves, but including the conversion of loan stock of a capital company into share capital, or
  • an increase in the assets of a capital company by the contribution of assets of any kind in consideration, not of shares in the capital or assets of the company, but of rights of the same kind as those of members of the company such as voting rights, a share in the profits or a share in the surplus on liquidation,

is the actual value at the date of the transaction of the assets of any kind contributed or to be contributed in connection with the chargeable transaction by the members of the capital company after deducting—

  • the liabilities attaching to such assets and assumed by the capital company (for example, a mortgage charged on the premises), and
  • the expenses incurred by the capital company in connection with such contribution.

Example 1

A decides to form a company. €2 is contributed to the company in return for the issue of 2 x €1 shares. Companies capital duty of €1 is payable.

Example 2

B Ltd allots 100,000 x €1 shares at a premium of 50 cent per share. As the consideration for the shares is €150,000 companies capital duty of €750 is payable.

Example 3

C is a limited partner who contributed €10,000 on the formation of the limited partnership. Companies capital duty was paid at the time. C subsequently contributed a further €20,000 to the partnership. Companies capital duty of €100 is also payable on that further contribution.

(1)(b) In every other case the duty is charged on the value at the date of the transaction of the assets of any kind of the capital company less its liabilities on that date and the expenses incurred by the company in connection with the transaction.

Example

Company A converts from unlimited status to limited status. The value of the assets of the company on the date of conversion is €469,500. Companies capital duty of €2,347 is payable.

If, in this example, company A had incurred expenses (say) of €13,500 in relation to its conversion then companies capital duty would only have been chargeable on €456,000 (i.e. €469,500 - €13,500).

(2)(a) However, the minimum chargeable amount is the nominal value of the shares in question e.g. where shares are issued at less than par value by virtue of the payment of an authorised commission companies capital duty is chargeable on the par value.

(2)(b) The application of the duty for all practical purposes is restricted to limited companies (see definition of a “capital company” in section 114) and in the case of a partnership only those assets which were contributed by limited partners are within the charge.

Relevant Date: Finance Act 2014