Autumn budget 2025: Stamp duty reserve tax (three-year holiday for new listings)

On 26 November 2025, as part of Autumn Budget 2025, the UK government announced that trades in the securities of newly UK-listed companies would be exempt from stamp duty reserve tax (“SDRT”) for three years following the listing.

The relief applies to companies whose shares (or depositary interests (“DIs”) representing their shares) are first listed in the UK on or after 27 November 2025 and admitted to trading on a UK regulated market (as defined in Article 2(13A), Regulation (EU) No 600/2014). 

If a trade in such a company’s securities takes place (i.e. an unconditional agreement to buy or sell them is entered into, or a conditional agreement to buy or sell them becomes unconditional) during the three-year relief period, no SDRT will be payable. The relief applies to trades in any chargeable securities of the company, not just the listed shares or DIs.

The three-year period commences when the company’s shares or DIs are admitted to the Official List at a time when no other shares or DIs of the company are included in the Official List. There is an extension for SPACs which are listed with a view to taking control of an unlisted company within a certain period and whose assets at the time of listing consist wholly or mainly of cash or short-dated securities; for such companies, the three-year period begins when the SPAC first makes a regulatory announcement (i.e. an announcement required by, and made in accordance with, Part 6 rules made under section 73A Financial Services and Markets Act 2000) that it has taken control of the unlisted company.

The relief’s scope excludes:

• new listings made as part of arrangements for the merger of companies with pre-existing listings; and
• the new listing of a new holding company inserted above a company with a pre-existing listing, in circumstances where the same persons control both companies. 

Interestingly, the above exclusions seem to apply even if each of the companies with pre-existing listings would be eligible for the relief, meaning that companies which are eligible for the relief could lose it by undergoing a merger or reorganisation which involves a new listing.

The relief’s scope also excludes:

• trades in securities of a listed company following a change of control; and
• trades which form part of arrangements for a change of control of the listed company. 

The relief only applies to the main head of charge to SDRT and not to the 1.5% charge for certain transfers into a depositary receipt system or unelected clearance service.

The stated aims of the relief are:

• to encourage the UK IPO market by making securities of newly UK-listed companies a more attractive investment; and
• to make the UK a more competitive listing destination.

The measure has been broadly welcomed, but it remains to be seen whether a time-limited tax holiday will (as the government’s policy document suggests) have any discernible impact on the valuation of an IPO company’s shares or significantly influence a company’s choice of listing destination.