G.O.(Ms.)No.47, Reduction of Stamp Duty and Registration Fees for Company Amalgamation or Reconstruction, 2020
The Commercial Taxes and Registration (J1) Department of the Government of Tamil Nadu issued G.O.(Ms.)No.47 dated 19 February 2020 to give retrospective effect from 1 April 1956 to reduced stamp duty for property transfers under company amalgamation or reconstruction schemes. The appended notification supersedes the Commercial Taxes and Registration Department notification published on 1 March 2019 and explains how property and unlisted shares must be valued for stamp duty.
What the document changes
G.O.(Ms.)No.47 dated 19 February 2020, issued by the Commercial Taxes and Registration (J1) Department of the Government of Tamil Nadu, applies reduced stamp duty retrospectively from 1 April 1956. It covers instruments transferring property under schemes for the amalgamation or reconstruction of companies sanctioned by the High Court or the National Company Law Tribunal, as applicable.
The notification appended to G.O.(Ms.)No.47 supersedes the Commercial Taxes and Registration Department notification published on 1 March 2019. The earlier government order had reduced stamp duty and registration fees, while the appended replacement notification sets out the stamp duty reduction and its valuation conditions.
Who may be affected
G.O.(Ms.)No.47 is relevant to companies transferring property through an amalgamation or reconstruction scheme, and to professionals assessing the stamp duty payable on the relevant instruments. It may also affect schemes sanctioned before 19 February 2020 because the stamp duty reduction operates retrospectively from 1 April 1956.
The reduction is limited to instruments connected with company amalgamation or reconstruction schemes. The document does not announce a general stamp duty reduction for ordinary property sales.
Key stamp duty provisions
The notification under G.O.(Ms.)No.47 provides that:
- Stamp duty is reduced to two percent of the market value of the immovable property or 0.6 percent of the aggregate market value of the shares, whichever is higher.
- The value of immovable property is the value stated in the scheme. If the scheme does not state it, the guideline register prevailing on the date when the scheme was sanctioned applies.
- Immovable property situated outside Tamil Nadu is not charged with duty under the notification.
- For an unlisted company, share value is the value stated in the scheme. If none is stated, the value in the audited balance sheets filed with the Registrar of Companies immediately before the order sanctioning the scheme applies.
Principal and subsequent instruments
G.O.(Ms.)No.47 also addresses a later instrument executed between the same companies solely to put the scheme terms into writing. If either the principal instrument or that subsequent instrument has been duly stamped at the prescribed reduced duty, the other instrument is treated as duly stamped.
This summary is generated from the source document to help you find what is relevant. The PDF above is authoritative. For advice on your own property, use LandLens One or speak to a qualified professional.
Common questions
Does the reduced stamp duty apply to an amalgamation scheme sanctioned before 2020?
Yes. G.O.(Ms.)No.47 gives the reduction retrospective effect from 1 April 1956 so that schemes sanctioned earlier by the High Court or the National Company Law Tribunal, as applicable, can also be eligible.
How is immovable property valued if the amalgamation scheme gives no value?
The market value is taken from the guideline register prevailing on the date of the order sanctioning the scheme.
Is stamp duty charged on property outside Tamil Nadu under this notification?
No. Where the instrument includes immovable property outside Tamil Nadu, duty is not levied on that outside property under the notification.
How are shares in an unlisted company valued?
The value stated in the amalgamation or reconstruction scheme is used. If the scheme gives no value, the value in the audited balance sheets filed with the Registrar of Companies immediately before the scheme sanction order is used.
