Shares, Stocks and Marketable Securities

  1. Transfers of stocks and marketable securities
  2. Share Warrants to Bearer
  3. Issue of shares

1. Transfers of stocks and marketable securities

1.1 Charge to stamp duty

Instruments (i.e. written documents such as stock transfer forms) that convey or transfer ownership of stocks (including shares) and marketable securities, including interests in such stocks and marketable securities, are chargeable to stamp duty if they are executed (e.g. signed/sealed) in Ireland or, if executed outside Ireland, they relate to property situated within Ireland or something done or to be done in Ireland.

The charge to stamp duty is contained in Section 2 of the Stamp Duties Consolidation Act 1999 (SDCA). For more information on the charge to stamp duty, please see Stamp Duty – Notes for Guidance and the Stamp Duty Tax & Duty Manual.

Though an instrument may be chargeable to stamp duty, an exemption or relief from that charge may be available. For more information, please see Exemptions/Reliefs.

1.2 Rates of stamp duty

(a) Where the consideration is more than €1,000

Documents transferring stocks and marketable securities are chargeableat a rate of 1% of the amount or value of the consideration paid (subject to rounding down to the nearest € when the calculation results in an amount which is not a multiple of €1) unless the consideration is €1,000 or less (see (b))

Please file a stamp duty return in respect of each transfer document which is chargeable to stamp duty. For more information on filing stamp duty returns, please see Filing Stamp Duty Returns.

Once the stamp duty has been paid and the stamp certificate has issued and been attached to the stock transfer form, please send the stamped stock transfer document to the secretary/registrar of the company whose shares are being transferred (i.e. please do not send it to the Companies Registration Office (CRO)).

(b) Where the consideration is €1,000 or less

Where the consideration for the transfer is €1,000 or less and the transfer does not form part of a larger transaction or of a series of transactions in respect of which the amount or value, or the aggregate amount or value, of the consideration which is attributable to stocks or marketable securities exceeds €1,000, the instrument is exempt from stamp duty and you should not file a stamp duty return.

Where the consideration for a particular transfer of stocks or marketable securities is €1,000 or less but the transfer forms part of a larger transaction or of a series of transactions in respect of which the amount or value, or the aggregate amount or value, of the consideration which is attributable to stocks or marketable securities exceeds €1,000, the instrument is chargeable to stamp duty at 1% of the amount or value of the consideration paid (subject to rounding down to the nearest € when the calculation results in an amount which is not a multiple of €1) and you should file a stamp duty return.

1.3 Gifts

Gifts of stocks and marketable securities are also within the charge to stamp duty. Where the transfer is the result of a gift then the value of the stocks or marketable securities is substituted for the amount or value of the consideration paid and the provisions of section 1.2 apply.

1.4 CREST

Where the transfer, whether on sale or by gift, takes place electronically through the CREST system the rate of stamp duty is 1% regardless of the amount or value of the consideration for the sale, or the value of the stocks and marketable securities in the case of a gift, i.e. the threshold of €1,000 mentioned in section 1.2 does not apply and there is no rounding down to the nearest € when the calculation results in an amount which is not a multiple of €1.

Please do not file a stamp duty return under the e-stamping system in respect of electronic share transfers.

1.5 Options

The:

  • grant of an option over any share in stock, and
  • the transfer of the benefit of any option already granted

is chargeable to stamp duty at the rates set out in section 1.2 above.

Please file a stamp duty return in respect of instruments granting an option over any share in stock or instruments transferring the benefit of any option already granted.

For more information on filing stamp duty returns, please see Filing Stamp Duty Returns.

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2. Share Warrants to Bearer

The issue of a share warrant to bearer is also within the charge to stamp duty. The rate of duty is 3% and it applies to the nominal value of the shares (subject to rounding down to the nearest € when the calculation results in an amount which is not a multiple of €1).

Section 66(9) of the Companies Act 2014, which came into effect on 1 June 2015, prohibits the issue of share warrants to bearer.

Please file a stamp duty return when a share warrant is issued.

For more information on filing stamp duty returns, please see Filing Stamp Duty Returns.

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3. Issue of shares

3.1 Contracts relating to the issue of shares for a consideration other than cash

The Companies Act 2014 does not contain an equivalent provision to section 58 of the Companies Act, 1963. Section 58 required that, where a contract relating to the issue of shares for a consideration other than cash had not been reduced to writing, a Form B6 (Form 52) had to be completed and filed with the Companies Registration Office (CRO), setting out the details of the contract. Under Section 58(2) the completed Form B6 (Form 52) was deemed to be an instrument for stamp duty purposes and a stamp duty return had to be filed.

The facility to download copies of the Form B6 from the CRO website was withdrawn on 1 June 2015. Therefore, in cases where section 58 applied and the person concerned had not downloaded a Form B6 prior to 1 June 2015, there will be no instrument to attract a stamp duty charge and as there is no instrument a stamp duty return should not be filed.

Where a contract relating to the issue of shares for a consideration other than cash is reduced to writing, the contract may attract a charge to stamp duty under pdfSection 31 of the Stamp Duties Consolidation Act 1999 (PDF, 81KB), in which case a stamp duty return will need to be filed.

3.2 Companies Capital Duty (CCD)

Companies Capital Duty (CCD) was introduced in the Finance Act, 1973 (sections 67 to 75, subsequently consolidated in sections 114 to 122 of the Stamp Duties Consolidation Act, 1999 (SDCA)) as a result of Ireland’s entry to the European Community in 1973. For information on CCD, see pdfStamp Duties Notes for Guidance (PDF, 85KB).

While CCD was abolished with effect from 7 December 2005, the charge remains on transactions with an effective date prior to 7 December 2005.

The following transactions give rise to a charge to CCD:

  • the formation of a capital company including the conversion into a capital company of a company, firm, association or legal person which is not a capital company,
  • an increase in the issued share capital or assets of a capital company, and
  • the transfer to Ireland either of the effective centre of management or the registered office of a capital company.

(a) Transactions which occurred before 7 December 2005

Where a transaction occurred before 7 December 2005 and is subject to CCD, the duty is still due and payable at the applicable rates:

  • between 1/12/2004 and 7/12/2005, CCD was charged at the rate of 0.5% rounded down to the nearest €1.00, subject to a minimum of €1.00, and
  • prior to 01/12/2004, CCD was charged at the rate of €1.00 per €100.00 or part of a €100.00, rounded down to the nearest €1.00, subject to a minimum of €1.00.

The relevant forms for completion are as follows:

  • pdfForm B5External link (PDF, 1.6MB), which is a return of allotments, in accordance with sections 114 to 122 of the SDCA;
  • pdfForm 25B (PDF, 76KB), which is a statement relating to a chargeable transaction pursuant to section 116 (b), (e), (f), (g) or (h) of the SDCA.

Completed Forms B5 and 25B, together with payment of the CCD, interest on late payment and, where applicable, the CRO filing fee applicable at the time the Form B5 is being submitted to Revenue, should be submitted directly to the Customer Service Team, National Stamp Duty Office, Dublin Region, Office of the Revenue Commissioners, Cross Block, Dublin Castle, Dublin 2. If part of the consideration is shares in another company then a valuation of those shares should also be submitted.

Interest on late payment is charged as follows:

Interest on late payments
Effective Date of Transaction Interest Rate Frequency
Up to 26/03/1998 1.25% Per month or part of a month
From 27/03/1998 to 31/08/2002 1.00% Per month or part of a month
From 01/09/2002 to 31/03/2005 0.0322% Per day or part of a day
From 01/04/2005 to 30/06/2009 0.0273% Per day or part of a day
From 01/07/2009 0.0219% Per day or part of a day

There are no penalties (other than interest) on late payment.

Sections 115, 119, 120 and 120A of the SDCA provide for a number of exemptions, reliefs and restrictions to the charge. Where a transaction is exempt, restricted or relieved by virtue of sections 115, 119, 120 or 120A of the SDCA and the effective date of the transaction is prior to 7 December 2005, a completed Form B5, supporting documentation and the prescribed CRO filing fee should be sent to the Customer Service Team, National Stamp Duty Office, Dublin Region, Office of the Revenue Commissioners, Cross Block, Dublin Castle, Dublin 2 for that Office to determine whether or not the transaction falls within one or other of these sections of the SDCA.

(b) Transactions which occurred on or after 7 December 2005

Completed Forms B5 in respect of transactions which occurred on or after 7 December 2005 should not be sent to Revenue. Instead, they should be sent, together with the prescribed CRO fee, directly to the Companies Registration Office, O’Brien Road, Carlow, Co Carlow.

There is no requirement to complete a Form 25B in respect of transactions which occurred on or after 7 December 2005.

For more information on CCD, please contact the National Stamp Duty Office through myAccount/MyEnquiries (or by e-mailing stampduty@revenue.ie - please put "CCD" in the subject line) or by telephone. The National Stamp Duty Office operates a Lo-Call 1890 telephone service Tuesday-Thursday from 10.00 to 13.00. The telephone number is 1890 482 582.

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This document is intended for guidance only. While every effort is made to ensure the accuracy of the content, it does not purport to be a legal interpretation of the relevant provisions and has no binding in law. Responsibility cannot be accepted for any liability incurred or loss suffered as a consequence of relying on any matter published herein.


Issued by the National Stamp Duty Office - June 2016


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