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United Kingdom
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Key definition
Securities definition

What does Securities mean? In legal practice, securities are tradable instruments that evidence ownership or debt, typically shares, bonds/debentures, and related instruments (for example, warrants), used in corporate finance and capital markets transactions. The term is used across multiple legal contexts and is often defined by statute. In the UK, under the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (RAO), “securities” denotes a grouping of specified investments (for example, shares, debentures, government and public securities, warrants and certificates representing certain securities), distinct from “contractually based investments” and “other investments.” Separately, UK regulation and EU-derived frameworks use “transferable securities” (a MiFID/Prospectus...

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UK stamp duties on share incentives: stamp duty and SDRT for employee share schemes, including EBTs, options, buy-backs, exemptions, PISCES, UK Listing Relief and forthcoming Securities Transfer Charge reform

Practice notes
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FORTHCOMING CHANGE:

Following the 2020 call for evidence, the 2021 outcome, subsequent consideration by the relevant HMRC and industry working group, and a 2023 consultation, the government confirmed in its consultation outcome of 28 April 2025 that, from 2027, stamp duty and SDRT will be replaced by a single self-assessed stamp tax on securities, broadly reflecting the proposals in the 2023 consultation document. As further confirmed at Budget 2025 on 26 November 2025, this new single tax—called the Securities Transfer Charge—will be self-assessed and paid (and reported) through a new online portal.

For more information, see:

  • News Analyses: Tax update spring 2025—Stamp taxes on shares modernisation
  • Tax update spring 2025—Tax analysis—Stamp and transfer taxes
  • TAMD 2023—Stamp taxes on shares modernisation
  • TAMD 2023—consultation—stamp taxes on shares
  • Tax Administration and Maintenance Day—27 April 2023—Stamp and transfer taxes
  • Budget 2025—Tax analysis

This Practice Note addresses common stamp duty and stamp duty reserve tax (SDRT) considerations arising in connection with share incentives (including employee share schemes) and employment-related securities. For further detail on stamp duty and SDRT, including applicable rates, see the stamp duty...

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Claire Prentice
Claire Prentice

Claire is a senior associate in Travers Smith's Incentives and Remuneration Group. She advises a wide range of public and private companies, partnerships, trustees and senior executives on all aspects of employee and management incentives, executive remuneration, employment tax and employee benefit trusts. Her practice covers a wide variety of complex, cross-border transactional, advisory and contentious matters.Claire is a member of the Tax Committee of the Share Plan Lawyers Group, a specialist industry association, author of the article "Exercise of discretion in share plans: can discretion ever be absolute?" and a contributing editor of The Legal 500's global publication Employee Share Plans: A Comparative Guide....

Web page updated on 22/05/2026

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