Stamp duty on shares is finally going digital — on 13 July 2026 HMRC published draft legislation for a new Securities Transfer Tax (STT), a single, self-assessed, fully digital tax that will replace both stamp duty and stamp duty reserve tax (SDRT) on transfers of securities, targeted for introduction in 2027. As chartered certified accountants in Surrey advising companies and shareholders across the UK, TaxDigit explains what the new regime means for share sales, company purchases and group reorganisations, and what to do before the rules change.

Securities Transfer Tax to replace stamp duty and SDRT from 2027 with a four-year transitional period - HMRC draft legislation 13 July 2026 - TaxDigit accountants in Surrey

What Is the Securities Transfer Tax — and Why It Matters

Today, tax on share transfers is split between two regimes: stamp duty, a document-based charge dating back to 1891 that still requires stock transfer forms to be sent to HMRC for stamping, and SDRT, which applies to paperless transactions settled electronically through CREST. Running two parallel systems for what is economically the same transaction creates duplication, delay and confusion — a company registrar cannot lawfully write up the register of members until a stamped instrument comes back from HMRC, which can hold up completions for weeks.

The Securities Transfer Tax sweeps both regimes away. Under HMRC’s policy paper Modernisation of the Stamp Taxes on Shares framework — Securities Transfer Tax, published with draft legislation on 13 July 2026, a single self-assessed tax will apply to transfers of securities, reported and paid through a new online portal. There will be no more physical stamping and no more paper-based reporting or payment.

What Changes From 2027

The government is aiming to introduce the STT and its legislative framework in 2027, with an update on the exact commencement date due in autumn 2026. The key features of the new regime are:

One tax, one portal — a single self-assessed charge replaces stamp duty and SDRT, reported and paid digitally; CREST will continue to handle transactions settled electronically.
The purchaser is liable — but an agent (such as your accountant or solicitor) can act as the “accountable person” and deal with reporting and payment.
Faster completions — a unique taxpayer reference number (UTRN) is generated immediately on submission of the return, and the registrar can write up the register of members as soon as the UTRN is received, rather than waiting for HMRC to stamp a document.
Clear payment deadlines — 30 days for off-market transfers, 14 days for transactions in electronic settlement systems, running from the earlier of substantial performance or completion.
Reliefs retained and self-assessed — stamp duty group relief, reconstruction and acquisition reliefs, the growth-market exemption and intermediary relief all carry over, claimed through the portal without waiting for HMRC adjudication.

The Transitional Rule

The draft legislation provides a four-year transitional period for transactions entered into before the commencement date of the new rules. In practice this means agreements signed under the old regime — conditional share purchase agreements, options and deferred completions among them — will need to be tracked carefully across the boundary, because the tax treatment of a deal signed in 2026 but completed after commencement will depend on the transitional provisions. Anyone negotiating a share sale or reorganisation now should consider how the change of regime affects timing.

Who Benefits — and Who Should Still Pay Attention

Buyers of private companies gain the most: no more sending stock transfer forms for stamping, no more weeks-long delays before the share register can be updated, and a clear digital process with an immediate UTRN. Groups undertaking reorganisations keep group relief and reconstruction relief, but these become self-assessed — the burden of getting the analysis right shifts squarely onto the taxpayer and their adviser, with a full compliance regime behind it. Trustees, partnerships and investors holding unlisted shares should also note that transfers of partnership interests are expected to move out of scope entirely under the new framework.

What Companies and Shareholders Should Do Now

Review any share purchase agreements, options or conditional deals that may straddle the 2027 commencement date and map them against the four-year transitional rules.
Factor the new 30-day and 14-day payment windows into completion timetables and funds-flow planning.
Check whether group reorganisations planned for 2027 onwards would be better accelerated or deferred once the commencement date is confirmed in autumn 2026.
Decide who will act as the accountable person for future transfers — the portal allows your accountant to take on the reporting and payment obligation.
Respond to the technical consultation, which closes on 7 September 2026, if the draft rules create issues for your transactions.

Frequently Asked Questions

What is the Securities Transfer Tax?

The Securities Transfer Tax (STT) is a proposed single, self-assessed, fully digital UK tax on transfers of securities. It will replace both stamp duty and stamp duty reserve tax, with reporting and payment handled through a new HMRC online portal.

When does the STT start?

The government is targeting introduction in 2027, with an update on the commencement date expected in autumn 2026. Draft legislation was published on 13 July 2026 and is open for technical consultation until 7 September 2026.

Will stamp duty group relief still exist?

Yes. Group relief, reconstruction and acquisition reliefs, the growth-market exemption and intermediary relief are all retained under the new regime, but they will be self-assessed through the portal rather than adjudicated by HMRC in advance.

Do I still need to send documents to HMRC for stamping?

Under the current rules, yes — stock transfer forms for off-market share purchases must still be submitted to HMRC with stamp duty paid within 30 days. Once the STT commences, physical stamping disappears entirely and everything is done digitally.

How TaxDigit Can Help

TaxDigit advises on the tax consequences of company share sales and purchases, group reorganisations and shareholder exits, alongside tax advisory and planning and year-end accounts support. We can review deals that straddle the 2027 changeover, act as your accountable person under the new regime, and structure transactions to preserve group and reconstruction reliefs. The full policy paper and draft legislation are on gov.uk.

Plan Ahead With TaxDigit

If you are buying or selling a company, restructuring a group or holding a deal that may complete after 2027, speak to us before the rules change. Call 01483 230 777, email info@taxdigit.co.uk or book a consultation with our team in Guildford, Surrey.

Holiday-let owners have a new way into business rates — from 24 July 2026, self-catering accommodation that forms part of a wider business, or that sits within a complex of five or more units, no longer has to satisfy the 70-day actual-letting test to be charged business rates rather than council tax. As chartered certified accountants in Guildford, Surrey advising self-catering and holiday-let clients across the UK, we set out what the new Non-Domestic Rating (Definition of Domestic Property) (England) Order 2026 changes, who it protects, and what owners should check before it takes effect.

From 24 July 2026 self-catering holiday lets escape the 140-day and 70-day letting test where mixed-use or part of a 5+ unit complex - TaxDigit accountants in Surrey

Business Rates or Council Tax — and Why the Line Matters

Self-contained, self-catering accommodation is charged business rates instead of council tax where it is genuinely run as a commercial holiday let. Which side of the line you fall on has a real financial consequence. On the business-rates side, many small holiday lets qualify for Small Business Rate Relief and pay little or nothing. On the council-tax side, the property attracts a full council-tax band and, since April 2025, can be hit with a second-homes premium of up to 100% where the local authority has adopted one.

Since 1 April 2023, the gateway test in England has been strict. To be treated as non-domestic, a property must have been available to let commercially as self-catering accommodation for at least 140 days, and actually let for at least 70 days, in the previous 12 months, with the intention that it will be available for 140 days or more in the year ahead. Nights of private or discounted family use, and stays over 28 nights, do not count towards the 70.

What Changes From 24 July 2026

The Non-Domestic Rating (Definition of Domestic Property) (England) Order 2026 (SI 2026/692) amends section 66 of the Local Government Finance Act 1988. It keeps the 140-day and 70-day test as the standard route, but creates two new exceptions where that test no longer has to be met:

Mixed-use business sites — where the self-catering unit is occupied together with land used for a different, non-domestic purpose and forms part of the same rateable hereditament. Think a holiday cottage on a working farm, or units attached to a pub, vineyard, activity centre or events venue.
Complexes of five or more units — where the property is part of a single hereditament that includes five or more self-catering buildings or units, none of which is anyone’s sole or main residence. Holiday parks and cottage estates are the obvious examples.

In both cases, the 140-day availability and 70-day letting tests fall away. The change comes into force on 24 July 2026.

The Catch — What the Exception Does Not Do

The relief is targeted, not universal. A standalone single holiday let that is not part of a mixed-use site or a five-or-more-unit complex must still pass the full 140/70 test to stay on business rates. For a complex to qualify, the units must sit within one hereditament — treated as a single hereditament even where separated only by a highway — and cannot be occupied as anyone’s main home. The Valuation Office Agency can still ask for evidence that a property is genuinely part of a qualifying business or complex.

It is also worth separating two different rule changes. This Order is about local taxation — business rates versus council tax. It does not revive the Furnished Holiday Lettings income-tax regime, which was abolished from April 2025. The two sit in different parts of the tax system and need to be planned for separately.

Who Benefits — and Who Should Still Pay Attention

The clear winners are diversified rural and hospitality businesses: farms with a cottage or two, pubs and vineyards with guest accommodation, activity and wedding venues, and holiday-park operators. So too are newer complexes still building up occupancy, and properties in seasonal locations that cannot reliably evidence 70 let nights every year. For them, a single quiet season no longer risks tipping the property back into council tax and a possible second-homes premium.

Owners of single, standalone lets should not assume the pressure is off. For them the 140/70 test is unchanged, records still matter, and nights of personal or family use still cannot be counted. Anyone close to the threshold, or exposed to a local second-homes premium, should keep a careful letting diary.

What Holiday-Let Owners Should Do Now

Check whether your unit is occupied together with other business land, or forms part of a group of five or more units — that is what now determines your route.
Review how your property is listed by the Valuation Office Agency and whether the hereditament boundary reflects the wider business.
Keep clear commercial records — booking platforms, invoices and an availability calendar — even where the exception applies.
Model the numbers both ways: business rates with Small Business Rate Relief against council tax plus any second-homes premium.
If you are near the 70-day threshold on a standalone let, plan availability and marketing before the year-end, not after.

Frequently Asked Questions

When does the new exception take effect?

The Non-Domestic Rating (Definition of Domestic Property) (England) Order 2026 comes into force on 24 July 2026 and applies in England.

Does my single holiday cottage now escape the 70-day test?

Not on its own. A standalone let that is not part of a mixed-use business site or a complex of five or more units still has to meet the 140-day availability and 70-day letting tests.

My cottage is on a working farm — do I still need 70 let nights?

If the cottage is occupied together with the farmland as part of the same rateable hereditament, the new mixed-use exception should apply, so the 70-day test would no longer be required. The Valuation Office Agency may still ask for evidence.

Is this the same as the abolition of the Furnished Holiday Lettings rules?

No. This change is about business rates versus council tax. The Furnished Holiday Lettings income-tax regime was separately abolished from April 2025.

How TaxDigit Can Help

We help holiday-let and self-catering owners work out which side of the business-rates line they fall, keep the records that support it, and plan the wider tax position. That includes tax advisory and planning, bookkeeping to evidence commercial letting, and year-end accounts for the trading side of the business. You can read the legislation in full in the Non-Domestic Rating (Definition of Domestic Property) (England) Order 2026.

Plan Ahead With TaxDigit

If you run a holiday let, a farm with self-catering units, or a larger complex, now is the time to check where you stand before 24 July 2026. Call us on 01483 230 777, email info@taxdigit.co.uk, or get in touch here and we will help you plan with confidence.

HMRC wants to freeze — and it means that literally. A consultation opened on 23 June 2026 and closing on 14 September 2026 proposes to “freeze” the capital on shares at the amount originally subscribed, a change that would shut down the capital-reduction demerger route entirely and rewrite the rules for a company purchase of its own shares. As chartered certified accountants in Surrey advising owner-managed businesses across the UK, we set out below what is actually being proposed, who it hits, and why the planning window for succession, exit and reorganisation is open now rather than later.

HMRC consultation closing 14 September 2026 would freeze capital on shares, close the capital-reduction demerger route and replace the buyback trade benefit test with a 2-year, 5% holding and working requirement - TaxDigit accountants in Surrey

What Is Being Consulted On — and Why It Matters

The consultation is titled Modernising the taxation of distributions and repayments of capital from companies. HMRC’s starting point is blunt: the rules have remained largely unchanged since corporation tax was introduced in 1965, and the result is that “economically similar payments to a shareholder can be taxed inconsistently”. The proposals are focused on shareholders within the charge to income tax — in other words, owner-managers, family companies and their individual investors. Corporate shareholders are not the target.

The prize at stake is the difference between capital gains tax at up to 24% (with capital losses and Business Asset Disposal Relief potentially in play) and income tax on a dividend, where no such reliefs apply and the effective rate is materially higher. Almost every proposal in the document is an attempt to narrow the circumstances in which value can leave a continuing company at capital rates.

The Freeze: How It Would Work

Today, when a shareholder inserts a new holding company above their trading company under a share-for-share exchange (section 135 TCGA 1992), something odd happens. For CGT the base cost carries over — it stays at the original subscription price. But for the distributions rules in section 1000(1)B CTA 2010, the “new consideration” on the new holding company’s shares is the market value of the trading company at the time it was transferred in, including share premium. A £100 subscription can become £2 million of capital on the shares overnight.

HMRC works the point through with an example. A founder who subscribed £100, built the business to £2 million, inserted a holding company, and later extracted £2 million by reducing capital, would currently pay income tax on £1,000,000 and CGT on £999,950. Under the proposal, the capital on the shares would be “frozen” at the original amount subscribed — £50 on a half-reduction — leaving £1,999,950 chargeable to income tax and a nil capital gain.

The stated aim is symmetry: if CGT defers the base cost, the distributions code should defer the capital too. HMRC expects this to “reduce the significance of the TIS rules” by producing the right answer mechanically, without needing to prove a tax-advantage purpose.

The Casualty: Non-Statutory Demergers

The freeze is not aimed at demergers, but it kills them by collateral damage. Capital-reduction demergers — and liquidation demergers under section 110 of the Insolvency Act 1986 — work precisely because a new holding company is interposed and the enlarged capital is then reduced. Freeze the capital and the mechanism stops working. HMRC accepts this directly: the proposal “would remove the capital reduction route used by corporate businesses to carry out non-statutory demergers, increasing reliance on the statutory route”.

In compensation, the statutory demerger relief in Chapter 5 Part 23 CTA 2010 would be liberalised. The government is considering, among other things:

Removing Condition A, so the companies need no longer be UK or EU resident.
Widening Condition B to include investment companies — most references to “trade” would be expanded to “activity”.
Relaxing Condition D’s prohibition on onward sale and on a change of control, so that each becomes a five-year restriction rather than an absolute bar. HMRC expressly says the change-of-control easement is intended “to allow for better succession planning” in family businesses.
Allowing the distributing company to be dissolved after the distribution under Condition K, provided it holds no assets.
Removing Conditions C, G, L and M as redundant.

There is a sting. In exchange for the relaxation, the government proposes “to remove the right to apply for automatic appeal by Tribunal should a clearance request be denied”. Wider gateway, but HMRC’s clearance decision becomes much harder to challenge.

Purchase of Own Shares: The Trade Benefit Test Goes

For owner-managed companies buying out a departing shareholder, this is the most consequential section. The subjective “trade benefit test” in Condition A (section 1033(2) CTA 2010), and the Statement of Practice 2/82 practice built around it, would be replaced by “a more mechanical set of requirements”. Under consideration:

A minimum 5% holding, held for at least two years — down from the current five — and the shareholder must have worked for the company throughout.
A complete exit: all shares surrendered and all directorships resigned. No retaining a token holding for sentimental reasons. The current 25% substantial-reduction test disappears.
Multi-tranche buybacks permitted, provided the shareholder fully exits within two years.
The company must take reasonable steps to ensure the price does not exceed market value.
Where family connections with remaining shareholders or directors persist, the holding and working period extends to five years.
A five-year clawback: if the departed shareholder returns as a director or shareholder within five years, capital treatment is withdrawn and income tax is charged in the original year of departure.

Condition B (buybacks to fund an inheritance tax liability, section 1033(3)) is untouched.

Who Should Pay Attention — and Who Should Not Panic

The people who should read this consultation carefully are owner-managers with a succession, exit or reorganisation in contemplation over the next two to three years; family companies where a shareholder wants out but relatives remain; groups planning a demerger to separate trading and property interests; and anyone who has already inserted a holding company and assumed the enlarged capital would be available on a future return of value.

Equally, nobody should reorganise a business purely on the strength of a consultation. There is no draft legislation, no commencement date and no transitional rule in the document. HMRC has said it will “only move forward with these proposals after consultation where doing so is in line with the government’s objectives”. What has changed is the risk profile: the direction of travel is now on the record, and a transaction that is straightforward today may not be in eighteen months.

What Owner-Managed Businesses Should Do Now

Bring forward planned buybacks and demergers where the commercial logic already exists. If a shareholder exit or a demerger was going to happen anyway, the case for doing it under the current rules is now materially stronger.
Re-test any planned buyback against the proposed conditions. A shareholder who holds less than 5%, has never worked in the business, or intends to keep a few shares would fail the new test but may pass the old one.
Review existing holding-company structures. Work out what capital would be treated as frozen and what that would cost on a future return of value.
Model the statutory demerger route. If it is going to become the only route, find out now whether your group can satisfy the conditions — and get clearance while the Tribunal appeal right still exists.
Respond to the consultation. Responses go to distributionsreform@hmrc.gov.uk by 14 September 2026, and partial responses on the aspects that affect you are expressly welcomed.

Frequently Asked Questions

When does the HMRC distributions consultation close

The consultation opened on 23 June 2026 and runs for 12 weeks, closing on 14 September 2026. Responses go to distributionsreform@hmrc.gov.uk.

Would the freeze on capital apply retrospectively to existing holding companies

The consultation contains no draft legislation, no commencement date and no transitional or grandfathering rule. That is precisely the uncertainty: an existing structure could find its capital frozen for the purposes of a future return of value, so it is worth quantifying the exposure now.

Are capital-reduction demergers still available today

Yes. Nothing has changed in law. The proposal would remove the route, but it is only a proposal at this stage, and it is one HMRC expects to be contentious.

Does this affect corporate shareholders or listed companies

The consultation is focused on shareholders within the charge to income tax and states that the proposals “are not intended to affect corporate shareholders directly”. The purchase of own shares proposals apply to unquoted trading companies.

How TaxDigit Can Help

Reorganisations, buybacks and demergers are exactly the transactions where a good idea and a bad idea look identical until someone reads the legislation. Our Guildford-based team advises owner-managed companies on shareholder exits and group restructuring, models the tax outcome of a buyback under both the current and the proposed conditions, and handles HMRC clearance applications. Our corporation tax and tax advisory and planning services work alongside our statutory accounts team so the transaction and the reporting line up. The consultation document itself is published as Modernising the distributions framework on GOV.UK.

Plan Ahead With TaxDigit

If succession, an exit or a reorganisation is anywhere on your horizon, the sensible response to this consultation is not to wait for the outcome — it is to work out what the current rules give you and whether you want to use them. As premier accountants in Surrey serving clients across the UK, TaxDigit will map the options against both the law as it stands and the law as it may become. Call 01483 230 777, email info@taxdigit.co.uk, or visit our contact page for bespoke advice.