S77 claim letter - draft relief letter under S77 FA 1986

Sep 1, 2026

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Draft letter template for claiming transfer duty relief under Section 77 of the Finance Act 1986. The document provides a structured request addressed to Birmingham Stamp Office, outlining parties, corporate incorporation details, share capital and issued shares, and the transaction rationale. It includes placeholders for certificates, agreements, director resolutions, share transfers, and registration certification, plus optional notes where advance clearance was not obtained or certification requirements apply. Suitable for submission of completed claims.

LanguageEnglish

CategoryLetters

FormatDOC

Pages3

Reading Time1 min

AccessFree to download

Letter template structure

Claim request under Section 77 FA 1986

Parties and incorporation details

Transaction rationale and agreement

Share transfers and issuance of consideration shares

Director resolutions and registration certificates

Certification requirements and notes

Suggested S77 claim letter The draft letter below can be used when relief is claimed under S77 FA 1986. Completed claims should be sent to Birmingham Stamp Office - 9th Floor City, Centre House, 30 Union Street, Birmingham B2 4AR Dear Sir ……………………………………………………………………………….. Limited/plc Section 77 Finance Act 1986 1. We act for …………………………………………………………… Limited/plc (‘the Acquiring Company’). 2. In connection with the transactions referred to below we hereby apply on behalf of the Acquiring Company for exemption from transfer duty under Section 77 Finance Act 1986. 3. The Acquiring Company, whose registered office is at …………………………………………………………………..…., was incorporated in [England] on …………….……… 20 ……. [under the Companies Act[s] 20 ……. [to 20 …….] with No ….……….….….]. Immediately prior to ….….…………….. 20 ……. the authorised share capital of the Acquiring Company was £ ………………. divided into […………….… per cent ……….…………. Preference Shares of ………… each and] …..……… Ordinary Shares of ………….. each, of which [………………..…... such Preference Shares and] ……………….. such Ordinary Shares had been issued and were fully paid up] [delete if not applicable]. A copy of the Certificate of Incorporation [and the Certificate of Incorporation on Change of Name] [is/are] enclosed marked ‘A’. 4. …………………………………..……………………………………………………….. Limited/plc (‘the Target Company’), whose registered office is at ………………………………………………………………………………, was incorporated in [England] on ……………………………………….. 20 ……. [under the Companies Act[s] 20 ……. [to 20 …….] with No …………………...]. Immediately prior to ………….…….. 20 ……. the authorised share capital of the Target Company was £ ………………… divided into […………….… per cent ……….…………. Preference Shares of ………… each and] …..……… Ordinary Shares of ………….. each, of which [………………..…... such Preference Shares and] …………………. such Ordinary Shares had been issued and were fully paid up] [delete if not applicable]. A copy of the Certificate of Incorporation [and the Certificate of Incorporation on Change of Name] [is/are] enclosed marked ‘B’. The register of members, or a list of all members, of the Target Company immediately prior to ……………………………..………. 20 ……., certified by the Registrars of the Target Company, is enclosed marked ‘C’. [NOTE – certification must be provided by a named, identifiable individual who is legally accountable for the maintenance of the register (e.g. the Registrar/Company Secretary …).] 5. The transactions referred to below were carried out in order that … [set out briefly the reasons for the transactions]. [Note: if advance clearance was not obtained (see paragraph 12) then please give a detailed explanation of the bona fide commercial reasons for the transaction.] 6. By an Agreement dated …………….………… 20 ……. and made between …………………………..………………….. and …………..………………………… (the ‘Shareholder[s]’) (i) the Target Company (ii) and the Acquiring Company (iii) (‘the Agreement’), it was provided (inter alia) that the Shareholder[s] should sell and the Acquiring Company should purchase the [respective] number[s] of [……….. per cent ………. Preference Shares of ……………... each and] ………..……… Ordinary Shares of ……………..… each of the Target Company set out in [Clause ……………… of/columns[s] (…………..) [and (…………..) respectively] of Schedule ……………. to the Agreement (such Shares amounting in the aggregate to the whole of the issued share capital of the Target Company) and that as consideration for such sale the Acquiring Company should issue credited as fully paid to the Shareholders (being all the shareholders of the Target Company) [………………/the [respective] number[s] of] [……….. per cent ………. Preference Shares of ……………... each and] ………..……… Ordinary Shares of ………………….. each of the Acquiring Company set out in [Clause …………… of/column (………………) of] such Schedule] (‘the Consideration Shares’). A copy of the Agreement is enclosed marked ‘D’. 7. The said sale was duly completed on ……………………….. 20 ……. when the Shareholders delivered to and in favour of the Acquiring Company duly exe

FAQs

What relief is being claimed under this S77 letter template?

The template is used to claim exemption from transfer duty under Section 77 of the Finance Act 1986.

Who should the completed claim be sent to?

Completed claims should be sent to Birmingham Stamp Office, 9th Floor City, Centre House, 30 Union Street, Birmingham B2 4AR.

What documents or certifications does the letter reference for submission?

The letter references enclosing certificates such as incorporation certificates, the share transfer agreement, director resolutions, and a certificate confirming the consideration share allotments entered in the relevant registers.

Sep 1, 2026

Upload by Violet