Autumn Budget 2025: new stamp duty reserve tax UK listing relief

The UK Chancellor of the Exchequer, Rachel Reeves, has delivered the Autumn Budget 2025. After much press speculation on what would be included, there is now welcome clarity on the government’s fiscal plans. 

One of the measures that had been trailed in the press was a “stamp duty holiday” for new London Stock Exchange listings. This was one of the measures that did make it into the Budget, taking the form of a new UK listing relief from stamp duty reserve tax (SDRT), and was included as part of a raft of changes designed to make the UK “the best place in the world” for early-stage enterprises and to encourage new UK listings. The key features of this new relief are summarised in this blog post.

For a round-up of key business tax measures announced in the Autumn Budget 2025, see details of a podcast produced by our London tax team here. 

Current stamp duty position on transfers of listed shares

Transfers of shares and certain non-vanilla debt securities in a UK company are generally subject to UK stamp duty (if certificated) or SDRT (if held electronically, for example, through CREST) at a rate of 0.5% of the consideration. 

Typically, shares listed on a UK regulated market will be held electronically such that investors acquiring these shares will pay the 0.5% SDRT charge. This charge is subject to existing exemptions for transfers of shares that are admitted to trading on a recognised growth market, such as AIM, and not listed on any other market.

There is also a higher rate 1.5% stamp duty/SDRT charge on the transfer of securities into a clearance service or depositary receipt system – the idea being that subsequent transfers within the clearance service or depositary receipt system would not attract any stamp duty/SDRT – and so the 1.5% charge is a “season ticket” for entry. It is routine for listed debt to be held in clearance systems, and it is also common to find that shares need to be held in a clearance system or in depositary receipt form in order to trade on a non-UK stock exchange.

New SDRT UK listing relief

The SDRT UK listing relief is a new exemption from the standard 0.5% charge to SDRT that would otherwise apply to trading of “chargeable securities” in a company in the first three years following an initial UK listing of the company’s shares (or depositary interests in shares). 

The exemption is available from 27 November 2025 where the shares of the relevant company are newly listed on a UK regulated market on or after that date. 

The legislation providing for the new exemption is included in the Budget Resolutions. Further detail on the application of the new exemption is also available in newly published HMRC guidance (see STSM042600 to STSM042650).

Practical application of the new exemption

Key practical aspects of the application of the new SDRT UK listing relief are summarised below. These include a number of restrictions on the availability of the new exemption, consistent with the stated policy aim of driving liquidity in the secondary market and encouraging genuinely new UK listings. 

• Recently listed companies are unable to benefit: the commencement provisions mean that the relief will only apply to companies listed on or after 27 November 2025, such that the relief will be unavailable to companies that listed before that date;
• Existing UK listed debt does not preclude relief: a company that already has UK-listed debt can still take advantage of the relief following the first UK listing of its shares;
• Exemption not limited to transfers of shares: although it is a listing of shares (or depositary interests) that triggers the commencement of the three-year relief period, once the period begins all “chargeable securities” in the listed company are included in the exemption. This would include loan capital as well as certain other interests in the company (although in some cases those may already be otherwise exempt – for example in the case of most vanilla debt);
• Exemption restricted to SDRT: the new exemption is only available in relation to the standard 0.5% SDRT charge and is not available in relation to stamp duty. However, since newly listed shares will typically be traded electronically in CREST, it is not expected this will be of material impact in practice;
• Exemption does not apply to the 1.5% charge: the new exemption does not extend to cover the 1.5% “season ticket” SDRT or stamp duty charge (to the extent not otherwise exempt, such as where the transfer is made in the course of a first listing). As mentioned above, the 1.5% charge is typically in point where shares in a UK company need to be held in a clearance system or in depositary receipt form in order to trade on a non-UK stock exchange - in other words, not the sort of scenario the new exemption is seeking to encourage;
• Exemption not available in certain merger/takeover scenarios: for example:
  • the new exemption will not apply to the transfer of shares to an acquirer in a takeover context even if the target shares are otherwise within their three-year window post-initial listing; and   
  • the exemption will not be available in certain cases where there is not a genuinely new listing, such as following insertion of a new holding company, or following a merger involving already listed companies;
• Application to Special Purpose Acquisition Companies (SPACs): the rules provide that if a SPAC was listed at a time when the company’s assets consisted wholly or mainly of cash or short-dated securities with a view to subsequently acquiring a private company, the exemption is treated as applying (and the three-year clock starting) from the date the company announces it has acquired the unlisted company, rather than from the first listing of the SPAC’s shares; and
• Claiming the new exemption: where a company is within a listing relief period the relevant person (for example, the registrar or issuer) should notify CREST that the securities being admitted into the CREST system qualify for the new exemption and request they are flagged as exempt from SDRT in CREST. A practical point for the future is that the exempt flag will need to be removed at the end of three-year exemption period. 

What’s next?

The new exemption is given immediate temporary statutory effect via the Budget Resolutions. It will be given permanent effect when the Finance Bill 2025-26 receives Royal Assent, which is expected towards the end of Q1 2026 once the bill has gone through its parliamentary stages. 

There is a wider ongoing project of modernising the UK stamp taxes on shares regime, with a new single tax on securities to be introduced from 2027 (for further details see our blog post here). The Autumn Budget 2025 confirmed that this project is proceeding as planned and further that the Finance Bill 2025-26 will also include a power for HMRC to make regulations to allow testing of a new digital service for paying stamp duty and SDRT. The introduction of the new SDRT UK listing exemption is separate to this wider modernisation project, although it is expected the new exemption will be folded into the new single stamp tax on securities regime. 

If you would like to discuss any of the points raised in this blog post in further detail, please contact the authors or your usual Freshfields contact.