Finance Act 2025

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Amendment of Part 7 of Principal Act (Exemptions and Reliefs from Stamp Duty)

82. (1) The Principal Act is amended—

(a) by the repeal of section 86A, and

(b) by the insertion of the following section before section 87:

“Market capitalisation

86B. (1) In this section—

‘Directive’ means Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014⁴⁵ on markets in financial instruments and amending Directive 2002/92/EC and Directive 2011/61/EU;

‘issuer’ has the meaning given to it by subsection (2)(a)(ii);

‘multilateral trading facility’ has the same meaning as it has in Article 4(1), point (22), of the Directive;

‘notification’ means a notification made under paragraph (a) or (b), as the case may be, of subsection (2);

‘notification date’ shall be construed in accordance with subsection (6);

‘operator’ has the meaning given to it by subsection (2)(a);

‘rate of exchange’ means a rate at which 2 currencies might reasonably be expected to be exchanged for each other by persons dealing at arm’s length;

‘regulated market’ has the same meaning as it has in Article 4(1), point (21), of the Directive;

‘relevant market’ means—

(a) a regulated market,

(b) a multilateral trading facility, or

(c) a market located outside the European Union that is equivalent to a regulated market or multilateral trading facility, as the case may be;

‘relevant securities’ means stocks or marketable securities;

‘valid notification’ shall be construed in accordance with subsection (5).

(2) For the purposes of this section—

(a) where, on 1 December in a particular year—

(i) relevant securities are admitted to trading on a relevant market, whether on or before that date, and

(ii) the closing market capitalisation of the issuer of the relevant securities (in this section referred to as the ‘issuer’) on that date is less than €1 billion,

the operator of the relevant market (in this section referred to as the ‘operator’) or the issuer may, in respect of those relevant securities for that particular year, make a notification to the Commissioners stating the closing market capitalisation of the issuer on that date, or

(b) where, after 1 December in a particular year and before 1 December of the following year—

(i) relevant securities are to be admitted to trading on a relevant market, and

(ii) the expected market capitalisation of the issuer upon admission to the relevant market is less than €1 billion,

the operator or the issuer may, in respect of those relevant securities for that particular year, make a notification to the Commissioners stating the expected market capitalisation of the issuer upon admission to the relevant market.

(3) Where a valid notification in respect of relevant securities for a particular year is made under paragraph (a) or (b), as the case may be, of subsection (2), stamp duty shall not be chargeable on a conveyance or transfer of those relevant securities if—

(a) subject to subsection (4), the conveyance or transfer is executed in the period commencing on the later of—

(i) 1 January of the year following that particular year, or

(ii) 14 days after the notification date,

and ending on 31 December of the year following that particular year, and

(b) at the date of execution of the conveyance or transfer, the relevant securities are admitted to trading on a relevant market.

(4) Where a valid notification in respect of relevant securities for a particular year is made under subsection (2)(b) and the relevant securities are admitted to trading on a relevant market in the period commencing on 2 December and ending on 31 December in that particular year, the period referred to in subsection (3)(a) shall be treated as if it commenced on the later of—

(a) the date of admission to the relevant market, or

(b) 14 days after the notification date.

(5) A notification made in respect of relevant securities for a particular year under paragraph (a) or (b), as the case may be, of subsection (2) shall be a valid notification for the purposes of this section where—

(a) the notification is made in such form and manner as the Commissioners may specify, and

(b) such information, if any, as may reasonably be required by the Commissioners in relation to the notification has been provided to the Commissioners by the operator or the issuer, as the case may be.

(6) For the purposes of this section, the notification date in respect of relevant securities for a particular year is—

(a) where a valid notification in respect of those relevant securities for the particular year is made by either, but not both, the operator or the issuer, the date on which that valid notification is made by the operator or the issuer, as the case may be, in respect of those relevant securities, or

(b) where a valid notification in respect of those relevant securities for the particular year is made by both the operator and the issuer, the date on which the earlier of the valid notifications is made.

(7) The Commissioners shall, as soon as is practicable after a valid notification in respect of relevant securities for a particular year is made, publish details of the information set out in the valid notification and the date on which the valid notification was made.

(8) For the purposes of this section, where the closing market capitalisation or, the expected market capitalisation, as the case may be, of an issuer is in a currency other than the currency of the State, it shall be expressed in terms of the currency of the State by reference to the average rate of exchange of the currency of the State for the other currency for that day.

(9) This section applies as respects conveyances or transfers of relevant securities executed no later than 31 December 2030.”.

(2) Subsection (1) shall come into operation on 1 January 2026.

⁴⁵ OJ No. L173, 12.6.2014, p.349