This tool offers you the chance to see how jurisdictions compare for finance and investment around the world. Please select your country and legal topic area(s) of interest using the drop down menu on the left hand side of the page.

Tax issues

Are stamp, registration, transfer or other similar taxes applicable?

Australia

Australia

Are there stamp, registration, transfer or other similar taxes payable on the advance, transfer or assignment of a loan?

There is no stamp duty, registration, transfer or similar tax payable on the advance of a loan in Australia.

Only one Australian state, Queensland, levies stamp duty (of up to 5.75%) on transfers or assignments of loans. In Queensland, the transfer or assignment may be dutiable where the borrower is located in Queensland or if the loan is secured by a mortgage or charge over property in Queensland.

Are there stamp, registration, transfer or other similar taxes payable on the taking, transfer or assignment of a mortgage, debenture or other security?

There is no stamp duty, registration, transfer or similar tax payable on the taking, or issue, of a mortgage, debenture or other security in Australia.

In certain Australian states and territories, the transfer or assignment of a mortgage can potentially trigger stamp duty. Certain exemptions or concessions are available, depending on the relevant jurisdiction. Also, there are potential structuring options (e.g. appointing a security trustee to hold mortgages and other securities) to minimize exposure to stamp duty in respect of an assignment of such securities.

Are there stamp, registration, transfer or other similar taxes payable on the issue, transfer or assignment of a debt security (e.g. a bond)?

There is no stamp duty, registration, transfer or similar tax payable on the issue of a debt security in Australia.

As noted above, Queensland is the only Australian state that levies stamp duty on transfers or assignments of loans and other debt instruments. However, the transfer or assignment of corporate bonds are generally exempt from stamp duty in Queensland. There are also exemptions in Queensland in respect of certain securitisation arrangements or debt factoring arrangements.

Last modified 3 Dec 2019

Austria

Austria

Are there stamp, registration, transfer or other similar taxes payable on the advance, transfer or assignment of a loan?

Advance of a loan

The advance of a loan is not subject to stamp, registration, transfer or other similar taxes.

Transfer or assignment of a debt under a loan

A written agreement for the assignment of a debt is subject to stamp duty in the amount of 0.8% of the consideration for the assignment. However, exemptions may apply.

Are there stamp, registration, transfer or other similar taxes payable on the taking, transfer or assignment of a mortgage, debenture or other security?

A written mortgage agreement is subject to stamp duty in the amount of 1% of the debt for which the mortgage is granted. In addition, accessory guarantees are subject to stamp duty in the amount of 1% of the debt for which the guarantee is granted. However, if the mortgage or accessory guarantee is granted in respect of a loan, these securities are exempt from stamp duty.

Are there stamp, registration, transfer or other similar taxes payable on the issue, transfer or assignment of a debt security (eg a bond)?

Issue of a debt security

The issue of a debt security is not subject to stamp, registration, transfer or other similar taxes.

Transfer or assignment of a debt security

The transfer or assignment of a debt security may be subject to stamp duty in the amount of 0.8% of the consideration for the assignment.

Last modified 6 Dec 2019

Belgium

Belgium

Are there stamp, registration, transfer or other similar taxes payable on the advance, transfer or assignment of a loan?

Advance of a loan

No stamp, registration, transfer or other similar taxes are payable on the advance of a loan.

The granting of a loan attracts a notional documentary tax of €0.15 per original document executed in Belgium if the loan is granted by a bank or by a (natural or legal) person who usually holds money on deposit.

Transfer or assignment of a debt under a loan

No stamp, registration, transfer or other similar taxes are payable on the transfer or assignment of a debt under a loan. Additional taxes may, however, apply depending on whether security was taken or not.

Are there stamp, registration, transfer or other similar taxes payable on the taking, transfer or assignment of a mortgage, debenture or other security?

Taking of a mortgage, debenture or other security

Documents evidencing a mortgage over Belgian real estate attract (apart from notional documentary taxes) a 1% registration duty and a mortgage duty of approximately 0.3%.

Depending on the value of the secured debt, a retribution of € 20 – € 500 is due upon the registration or renewal of a pledge.Such retribution will also be due in case the pledge is modified (€ 12 - € 300) or in case the pledge deregistered.

Transfer or assignment of mortgage, debenture or other security

The transfer of a mortgage is subject to a 1% or 0.5% registration duty if the mortgage or the pledge concerns Belgian real estate. The transfer of a pledge is subject to a retribution of €10.

Are there stamp, registration, transfer or other similar taxes payable on the issue, transfer or assignment of a debt security (eg a bond)?

Issue of a debt security

No stamp, registration, transfer or other similar taxes are payable on the issue of a debt security.

Transfer of debt security

The transfer or assignment of a debt security will give rise to a 0.12% tax if it is performed with the intervention of a professional intermediary established inside or outside of Belgium. This tax is capped at €1,300.

Last modified 18 Dec 2019

Brazil

Brazil

Are there stamp, registration, transfer or other similar taxes payable on the advance, transfer or assignment of a loan?

There are no stamp, registration or transfer taxes in Brazil. However, financial transactions are subject to the financial transactions tax (IOF), which applies to a variety of transactions, including loans, its transfer or assignment. IOF rates and basis vary depending on the nature of the transaction. The rates range from 0% to a maximum of 25%, depending on the type of financial instrument. The federal government can modify these rates at any time.

Are there stamp, registration, transfer or other similar taxes payable on the taking, transfer or assignment of a mortgage, debenture or other security?

There are no stamp, registration or transfer taxes in Brazil. However, the IOF rules explained above also apply to the taking, transfer or assignment of a mortgage, debenture or other security. Specific exemptions may apply and a case by case analysis is recommended.

Are there stamp, registration, transfer or other similar taxes payable on the issue, transfer or assignment of a debt security (eg a bond)?

There are no stamp, registration or transfer taxes in Brazil. However, the IOF rules explained above also apply to the taking, transfer or assignment of a debt security. Specific exemptions may apply and a case by case analysis is recommended.

Last modified 4 Dec 2019 | Authored by Campos Mello Advogados

Canada

Canada

Are there stamp, registration, transfer or other similar taxes payable on the advance, transfer or assignment of a loan?

No stamp, registration, transfer or other similar taxes are payable on the advance, transfer or assignment of a loan.

Are there stamp, registration, transfer or other similar taxes payable on the taking, transfer or assignment of a mortgage, debenture or other security?

No stamp, registration, transfer or other similar taxes are payable on the taking, transfer or assignment of a mortgage, debenture or other security. There may be nominal registration fees required to perfect a security interest.

Are there stamp, registration, transfer or other similar taxes payable on the issue, transfer or assignment of a debt security (eg a bond)?

No stamp, registration, transfer or other similar taxes are payable on the issue, transfer or assignment of a debt security.

Last modified 2 Jan 2020

Chile

Chile

Are there stamp, registration, transfer or other similar taxes payable on the advance, transfer or assignment of a loan?

Stamp taxes are mainly applicable to documents evidencing indebtedness for borrowed money, including loans (between residents of Chile or cross-border), notes and bond issuances. The tax rate will depend on the characteristics of the debt but the tax rate will not exceed 0.8% of the principal amount of the debt.

Stamp tax must be paid on loans between residents of Chile when the contract or the documents are executed.

Stamp tax must be paid on cross-border loans when the document or contract is legalized in Chile or when the loan is accounted for in Chile (ie when the loan is recognized in the accounts of the borrower).

Are there stamp, registration, transfer or other similar taxes payable on the taking, transfer or assignment of a mortgage, debenture or other security?

Yes. The tax rate will depend on the term of the associated loan or credit. If the associated loan or credit provides for a fixed term, the mortgage, debenture or other security will be taxed at a rate of 0.066% per month. The maximum stamp tax rate is 0.8%. If the associated loan or credit does not have a fixed term, the mortgage, debenture or other security will be taxed at a rate of 0.322%.

Are there stamp, registration, transfer or other similar taxes payable on the issue, transfer or assignment of a debt security (eg a bond)?

Yes, see above.

Last modified 6 Dec 2019 | Authored by BAZ|DLA Piper

Colombia

Colombia

Are there stamp, registration, transfer or other similar taxes payable on the advance, transfer or assignment of a loan?

There is no stamp, registration, or other similar tax payable on loan agreements, bonds or other debt instruments.

Documents granting security (eg mortgage instruments) that have to be registered either on the Public Deed Registry, or before a Chamber of Commerce, are subject to:

  • a registry tax that ranges between approximately US$30 (for ‘documents without amount’) and 1% of the contract amount, depending on the specific characteristics of the document to be registered; and
  • a registry fee which ranges from approximately US$6 (for ‘documents without amount’) to 0.5% of the contract amount.

In most cases, mortgage instruments are considered ‘documents with an amount’, and therefore subject to registry tax and fees calculated as a percentage (and not the fixed amounts mentioned above).

The execution of a public deed is subject to the payment of notary fees which, in the case of a mortgage, amount to 0.3% of the secured amount (plus a 19% value added tax on the notary fee). This also applies to instruments which are granted through public deed without a legal requirement to do so.

Liens over personal property such as shares, intangibles, and accounts receivable, are not subject to registry tax, as they are not inscribed in the Public Deed Registry or Chamber of Commerce but rather in the Personal Property Securities Registry, which charges a fixed registry fee of approximately US$10.

Are there stamp, registration, transfer or other similar taxes payable on the taking, transfer or assignment of a mortgage, debenture or other security?

The transfer or assignment of a mortgage would, in principle, be subject to the registry taxes and fees, and notary fees since, in practice, these transfers or assignments are carried out through a cancellation of the pre-existing mortgage and the creation of a new mortgage.

The documentation of the substitution of mortgaged assets, without a change in parties or the secured obligations, is deemed by regulation as a ‘document without amount’ (such that the fixed amounts mentioned above are applicable).

Are there stamp, registration, transfer or other similar taxes payable on the issue, transfer or assignment of a debt security (eg a bond)?

The assignment of a security over personal property (eg shares, intangibles and accounts receivables) is subject to a fixed registry fee of US$10, payable to the Personal Property Securities Registry.

Bonds, promissory notes, loan agreements and similar debt instruments are not required to be registered with the Public Deed Registry or before a Chamber of Commerce, nor are they required to be incorporated on a public deed, and therefore are not subject to the aforementioned taxes and fees (which are normally charged upon securities and not upon debt instruments).

Last modified 20 Oct 2017 | Authored by DLA Piper Martinez Beltrán

Czech Republic

Czech Republic

Are there stamp, registration, transfer or other similar taxes payable on the advance, transfer or assignment of a loan?

No stamp, registration, transfer or other similar taxes are payable on the advance, transfer or assignment of a loan. Certain administrative fees may, however, apply on the transfer or assignment of a debt under a loan.

Are there stamp, registration, transfer or other similar taxes payable on the taking, transfer or assignment of a mortgage, debenture or other security?

No. However, individual registrations of these transactions may require the payment of administrative fees.

Are there stamp, registration, transfer or other similar taxes payable on the issue, transfer or assignment of a debt security (eg a bond)?

No stamp, registration or similar taxes are payable on the issue, transfer or assignment of debt securities. Various fees may apply.

Last modified 20 Oct 2017

Finland

Finland

Are there stamp, registration, transfer or other similar taxes payable on the advance, transfer or assignment of a loan?

There are no stamp, registration, transfer or other similar taxes payable on the advance, transfer or assignment of a loan.

Are there stamp, registration, transfer or other similar taxes payable on the taking, transfer or assignment of a mortgage, debenture or other security?

There are no stamp, registration, transfer or other similar taxes payable on the taking, transfer or assignment of a mortgage, debenture or other security.

Are there stamp, registration, transfer or other similar taxes payable on the issue, transfer or assignment of a debt security (eg a bond)?

There are no stamp, registration, transfer or other similar taxes payable on the issue, transfer or assignment of a debt security.

Last modified 26 Nov 2019

France

France

Are there stamp, registration, transfer or other similar taxes payable on the advance, transfer or assignment of a loan?

No stamp, registration, transfer or other similar taxes are payable on the advance, transfer or assignment of a loan, unless the parties voluntarily register the agreement in relation to the loan before the French tax authorities. In this case, the registration fee amounts to €125.

Are there stamp, registration, transfer or other similar taxes payable on the taking, transfer or assignment of a mortgage, debenture or other security?

The constitution of a conventional mortgage (hypothèque conventionelle) over real estate must be entered into by notarial deed and executed in front of a French public notary. It gives rise to (i) notary fees and (ii) land registration tax (taxe de publicité foncière) at a global rate of 0.71498% calculated on the amount guaranteed by the mortgage plus a real estate contribution (contribution de sécurité immobilière) at a rate of 0.05% calculated on the amount guaranteed.

The assignment of the beneficiary right under a conventional mortgage (subrogation d'hypothèque) gives rise to (i) notary fees and (ii) a real estate contribution (contribution de sécurité immobilière) at a rate of 0.05% calculated on the amount of the assigned mortgage.

Under French law, the question as to whether the taking or the transfer of a security interest must be registered is dependent on the type of security. Certain security interests (eg a pledge over ongoing business assets or share pledge with respect to shares in civil companies) must be registered in a special registry kept by the clerk of the commercial court (Tribunal de commerce) and are subject to registration fees. In any case, the parties may voluntarily register the agreement in relation to the taking or the transfer/assignment of security before the French tax authorities. In this case, the registration fee amounts to €125.

Are there stamp, registration, transfer or other similar taxes payable on the issue, transfer or assignment of a debt security (eg a bond)?

No stamp, registration, transfer or other similar taxes are payable on the issue, transfer or assignment of a debt security (eg a bond), unless the parties voluntarily register the agreement in relation to the debt security before the French tax authorities. In this case, the registration fee amounts to €125.

Last modified 4 Dec 2019

Germany

Germany

Are there stamp, registration, transfer or other similar taxes payable on the advance, transfer or assignment of a loan?

There are no stamp, registration, transfer or other similar taxes payable on the advance, transfer or assignment of a loan.

Are there stamp, registration, transfer or other similar taxes payable on the taking, transfer or assignment of a mortgage, debenture or other security?

There are no stamp, registration, transfer or other similar taxes payable on the taking, transfer or assignment of a mortgage, debenture or other security.

Are there stamp, registration, transfer or other similar taxes payable on the issue, transfer or assignment of a debt security (eg a bond)?

There are no stamp, registration, transfer or other similar taxes payable on the issue, transfer or assignment of a debt security.

Last modified 20 Oct 2017

Ghana

Ghana

Are there stamp, registration, transfer or other similar taxes payable on the advance, transfer or assignment of a loan? 

Nominal stamp duty is payable on the advance of a loan exceeding GHS50. No stamp, registration or transfer tax is payable on the transfer or assignment of a loan. 

Are there stamp, registration, transfer or other similar taxes payable on the taking, transfer or assignment of a mortgage, debenture or other security?

Stamp duty and registration fees are payable on the taking, transfer or assignment of a mortgage, debenture or other security. Unless a mortgage or other charge is registered at the Collateral Registry and, if created by a company over its property, at the Companies Registry, it is void and ineffective as security. 

Mortgages created in respect of land must similarly be registered at the Land Title Registry to be effective.    

Are there stamp, registration, transfer or other similar taxes payable on the issue, transfer or assignment of a debt security (e.g. a bond)?

No.

Last modified 15 Jan 2020 | Authored by Reindorf Chambers

Hungary

Hungary

Are there stamp, registration, transfer or other similar taxes payable on the advance, transfer or assignment of a loan?

No stamp, registration, transfer or other similar taxes are payable on the advance, transfer or assignment of a loan.

Are there stamp, registration, transfer or other similar taxes payable on the taking, transfer or assignment of a mortgage, debenture or other security?

Most security interests must be registered with the competent authority to ensure that they are valid against third parties.

The grant of a security interest over Hungarian real estate should be registered at the Land Registry as the competent authority.

Other forms of registration may also be required, depending on the nature of the asset over which the security is taken. In the case of security over shares or business quotas the Court of Registration is the competent authority for registration purposes. Security over certain movable property, rights and claims must be registered on the Collateral Register of which the Hungarian Chamber of Notaries is the competent authority.

Such registration procedures are subject to notional administrative service charges (eg the registration of a mortgage over Hungarian real estate at the Land Registry is subject to a procedural fee of HUF 12,600 (approximately €30) per plot number). Such registrations may also require the payment of notional registration fees.

Are there stamp, registration, transfer or other similar taxes payable on the issue, transfer or assignment of a debt security (eg a bond)?

No stamp, registration, transfer or other similar taxes are payable on the issue, transfer or assignment of a debt security. However, the introduction of securities (issued in a series) to the regulated market or the registration in a multilateral trading system may be subject to administrative service charges.

Last modified 20 Oct 2017

Italy

Italy

Are there stamp, registration, transfer or other similar taxes payable on the advance, transfer or assignment of a loan?

Registration taxes may apply on a lump-sum basis of €200 both on the grant of a loan and on the transfer of receivables for the purpose of financing. Additional stamp duties may apply both to the documentation of the loan and on the assignment.

Are there stamp, registration, transfer or other similar taxes payable on the taking, transfer or assignment of a mortgage, debenture or other security?

Registration taxes are also applicable to the grant of security, depending upon the nature of such security. In principle (eg for a mortgage or pledge), registration taxes apply as follows:

  • €200, if the security is securing the Italian company's own obligations; or
  • 0.5% of the secured amount, if the security is securing third party obligations; and
  • nominal stamp duty (usually at the rate of €16 per page).

In the case of mortgages over real estate, mortgage tax is payable at 2% of the secured amount (0.5% of cancellation) unless the mortgage has been released to cover a receivable covered by the Substitutive Tax (in which case, it is exempt from any indirect tax, see below).

In the case of securities securing a loan (or a financing structure set up via the issuing of a bond, according to the law), provided that:

  • the loan has an initial contractual duration of at least 18 months and one day;
  • the loan is advanced by an EU-incorporated bank or an Italian branch of an EU incorporated bank; and
  • the facility agreement is executed in Italy.

The payment of registration taxes, mortgages and cadastral taxes, stamp duties, governmental duties and all the other taxes and duties (other than income tax and withholding taxes) on related documents, including (and in particular) all documents relating to a security package, can be substituted (at the option of the bank) by an alternative tax (ie the imposta sostitutiva, or the Substitute Tax). The Substitute Tax is an umbrella tax applicable (currently) at a rate of 0.25% on the principal amount of the loan (the amount of the Substitute Tax is typically retained by the bank from the relevant drawn amount).

Are there stamp, registration, transfer or other similar taxes payable on the issue, transfer or assignment of a debt security (eg a bond)?

The assignment of a debt would be subject to the following registration taxes:

  • €200, if the assignment is securing the Italian company's own obligations; or
  • 0.5% of the secured amount, if the assignment is securing third party obligations; and
  • nominal stamp duty (usually at the rate of €16 per page).

As said, please lease note that the Substitute Tax may also apply to guarantees related to the issuing of bonds.

Last modified 22 Jan 2020

Japan

Japan

Are there stamp, registration, transfer or other similar taxes payable on the advance, transfer or assignment of a loan?

Stamp duty may be imposed depending on the type of instrument, if the instrument is executed within Japan. Registration tax is payable for registration of a real estate mortgage, a chattel mortgage or an assignment of a loan repayment right.

Advance of loan

Loan agreements are subject to stamp duty. The amount of stamp duty assessed varies depending on the loan amount. For example, JPY 100,000 would be assessed on a loan agreement with a loan amount of between JPY 100 million and JPY 500 million.

No registration, transfer or other similar taxes are payable on an advance of a loan.

Transfer or assignment of a debt under a loan

Stamp duty is payable on an instrument evidencing an assignment of a loan repayment right. The assessed amount is JPY 200 per instrument.

Registration and transfer taxes are not, in principle, chargeable on the transfer or assignment of a loan. However, when utilizing the registration of an assignment of a loan repayment right in order to perfect the loan rather than informing a debtor of the transfer, which is the ordinary and tax-exempt method of perfection, a registration tax of JPY 7,500 would be imposed on each filing.

Are there stamp, registration, transfer or other similar taxes payable on the taking, transfer or assignment of a mortgage, debenture or other security?

Taking of a mortgage or security interest

A mortgage instrument is not subject to stamp duty.

Registration tax is payable upon registration of a real estate mortgage, a chattel mortgage or an assignment of a security interest. The assessed amount is 0.4% of the loan amount for real estate mortgages however, a tax reduction measure can apply in certain cases such as where the mortgage concerns a factory. The assessed amount of registration tax for the filing of a chattel mortgage or assignment of a security interest is JPY 7,500.

Transfer or assignment of a mortgage or security interest

Stamp duty is generally not chargeable on an instrument evidencing the transfer or assignment of a mortgage. If the instrument includes an assignment of a loan repayment right, an assessment of JPY 200 would apply.

The transfer of a real estate mortgage is assessed with a registration tax at a rate of 0.2% of the loan amount. When the transfer is caused by inheritance or as the result of a merger, a reduced taxation rate of 0.1% is applicable.

Are there stamp, registration, transfer or other similar taxes payable on the issue, transfer or assignment of a debt security (e.g. a bond)?

Issue of debt security

Bond instruments are subject to stamp duty when issued by a company in hardcopy (paperless bonds are not subject to stamp duty). The assessed amount differs based on the stated amount of the bond. For example, JPY 200 is assessed per bond instrument with a stated amount of JPY 5 million or less.

No registration, transfer or other similar taxes are payable on the issue of bonds.

Transfer or assignment of debt security

No stamp duty, registration, transfer or other similar taxes are assessed on the transfer or assignment of bonds.

Last modified 5 Dec 2019

Luxembourg

Luxembourg

Are there stamp, registration, transfer or other similar taxes payable on the advance, transfer or assignment of a loan?

 

Luxembourg law does not require the lending of funds, transfer or assignment of a loan to be registered with tax authorities. Hence, no registration tax is payable on the lending of funds or the transfer or assignment of a loan.

Registration duties may be payable upon voluntary registration.

No stamp duty, transfer tax or other similar taxes are payable on the lending of funds, transfer or assignment of a loan.

Are there stamp, registration, transfer or other similar taxes payable on the taking, transfer or assignment of a mortgage, debenture or other security?

Luxembourg law does not require the act of taking, transferring or assigning a debenture or other security to be registered. Hence, no registration tax is payable upon the taking, transferring or assigning of a debenture or other security.

The grant, transfer and assignment of a debenture or other security may, however, be registered on a voluntary basis.

The grant and renewal of mortgages, as well as their transfer and assignment, should be registered and should underly registration duties.

No stamp duty, transfer tax or other similar taxes are payable upon the grant, transfer or assignment of a mortgage, debenture or other security.

 

Are there stamp, registration, transfer or other similar taxes payable on the issue, transfer or assignment of a debt security (e.g. a bond)?

Luxembourg Law does not require the issue, transfer or assignment of debt securities to be registered. Hence, no registration tax is payable upon the issue, transfer or assignment of debt securities.

The issue of debt securities, the transfer of debt securities and the assignment of debt securities may be registered on a voluntary basis. 

No stamp duty, transfer tax or other similar taxes are payable upon the issue, transfer or assignment of debt securities.

Last modified 10 Dec 2019

Mauritius

Mauritius

Are there stamp, registration, transfer or other similar taxes payable on the advance, transfer or assignment of a loan? 

There are no stamp, registration, transfer or similar taxes payable on the advance, transfer or assignment of a loan.

Are there stamp, registration, transfer or other similar taxes payable on the taking, transfer or assignment of a mortgage, debenture or other security? 

There is no stamp, registration, transfer or other similar taxes payable on the taking, transfer or assignment of a security, unless registration is necessary for the perfection of the security. Securities, such as mortgages or fixed and floating charges, would require the security agreements to be registered and inscribed for the security to be constituted. 

Are there stamp, registration, transfer or other similar taxes payable on the issue, transfer or assignment of a debt security (e.g. a bond)? 

There are no stamp, registration, transfer or similar taxes payable in advance, on transfer or on assignment of a loan unless registration is necessary for the perfection of the security.

Last modified 6 Dec 2019 | Authored by Juristconsult Chambers

Mexico

Mexico

Are there stamp, registration, transfer or other similar taxes payable on the advance, transfer or assignment of a loan?

There are no stamp, registration, transfer or other similar taxes payable on the advance, transfer or assignment of a loan.

Are there stamp, registration, transfer or other similar taxes payable on the taking, transfer or assignment of a mortgage, debenture or other security?

Most security interests must be registered at the Public Registry of Property and Commerce to ensure its validity against third parties. The fees payable for such registrations are generally not material in amount.

Are there stamp, registration, transfer or other similar taxes payable on the issue, transfer or assignment of a debt security (eg a bond)?

There are no stamp, registration, transfer or other similar taxes payable on the issue, transfer or assignment of a debt security.

Last modified 5 Dec 2019

Morocco

Morocco

Moroccan law provides that acts and agreements drawn up in Morocco, acts and agreements concluded in a foreign country relating to property, rights or transactions whose base is located in Morocco and all other acts and agreements concluded outside Morocco and producing their legal effects in Morocco are subject to registration formalities.

Moreover, stamp duties, in whatever form, shall be imposed on all acts, documents, books, registers or records drawn up in order to constitute the title to or justification of a right, obligation, or discharge and, in general, to establish a legal fact or legal relationship.

It should be noted that the Moroccan law exempts acts recording credit transactions between individuals and credit institutions and similar bodies as well as real estate credit transactions concluded between individuals and finance companies are exempt from registration and stamp duties.

Last modified 6 Jan 2020

Netherlands

Netherlands

Are there stamp, registration, transfer or other similar taxes payable on the advance, transfer or assignment of a loan?

No stamp, registration, transfer or other similar taxes are payable on the advance, transfer or assignment of a loan.

Are there stamp, registration, transfer or other similar taxes payable on the taking, transfer or assignment of a mortgage, debenture or other security?

No stamp, registration, transfer or other similar taxes are payable on the taking, transfer or assignment of a mortgage, debenture or other security. Registration fees may apply to the registration of mortgages on the Public Register (but this will usually be dealt with, in practice, by the notary arranging the notarial deed).

Are there stamp, registration, transfer or other similar taxes payable on the issue, transfer or assignment of a debt security (eg a bond)?

No stamp, registration, transfer or other similar taxes are payable on the issue, transfer or assignment of a debt security.

Last modified 6 Dec 2019

New Zealand

New Zealand

Are there stamp, registration, transfer or other similar taxes payable on the advance, transfer or assignment of a loan?

There are no stamp duties, registration or transfer-type taxes currently imposed in New Zealand. In some circumstances a loan that comes within the Approved Issuer Levy ('AIL') regime will need to be registered with Inland Revenue.

Are there stamp, registration, transfer or other similar taxes payable on the taking, transfer or assignment of a mortgage, debenture or other security?

There are no stamp duties, registration or transfer-type taxes currently imposed in New Zealand. In some circumstances a mortgage, debenture or other security that comes within the Approved Issuer Levy ('AIL') regime will need to be registered with Inland Revenue.

Are there stamp, registration, transfer or other similar taxes payable on the issue, transfer or assignment of a debt security (e.g. a bond)?

There are no stamp duties, registration or transfer-type taxes currently imposed in New Zealand. In some circumstances debt securities that come within the Approved Issuer Levy ('AIL') regime will need to be registered with Inland Revenue.

Last modified 13 Dec 2019

Norway

Norway

Are there stamp, registration, transfer or other similar taxes payable on the advance, transfer or assignment of a loan?

No stamp, registration, transfer or other similar taxes are payable on the advance, transfer or assignment of a loan.

Are there stamp, registration, transfer or other similar taxes payable on the taking, transfer or assignment of a mortgage, debenture or other security?

Mortgages over Norwegian real estate must be registered at the Land Registry (Statens Kartverk) to ensure legal protection against third parties. The fee for such registration is NOK 525.

Mortgages granting security over moveable property (eg vehicles, capital assets, inventory) must be registered in the Register of Mortgaged Moveable Property (Løsøreregisteret) to ensure legal protection against third parties. The fee for such registration is NOK 1,051 when registered electronically and NOK 1,516 when registered on paper.

Mortgages granting security over aquaculture permits must be registered in the Register of Aquaculture (Akvakulturregisteret) to ensure legal protection against third parties. The fee for such registration is NOK 1,450.

Are there stamp, registration, transfer or other similar taxes payable on the issue, transfer or assignment of a debt security (eg a bond)?

No stamp, registration, transfer or other similar taxes are payable on the issue, transfer or assignment of a debt security.

Last modified 20 Oct 2017

Peru

Peru

Are there stamp, registration, transfer or other similar taxes payable on the advance, transfer or assignment of a loan?

In general, no stamp, registration, transfer or other similar taxes are payable on the advance, transfer or assignment of a loan.

However, a tax on financial transactions would be applicable in the event that funds are transferred via local bank accounts. The tax is equal to 0.005% of the amount transferred.

Are the stamp, registration, transfer or other similar taxes payable on the taking, transfer or assignment of a mortgage, debenture or other security?

No stamp, registration, transfer or other similar taxes are payable on the taking, transfer or assignment of a mortgage, debenture or other security.

It is advisable to register at the Real Estate Registry the taking, transfer or assignment of mortgages in order to make it enforceable against third parties. An administrative fee is required to be paid when registration of the taking, transfer or assignment of such mortgage takes place. The amount of the fee will depend on the amount of the mortgage.

Are the stamp, registration, transfer or other similar taxes payable on the issue, transfer or assignment of a debt security (eg a bond)?

In general, no stamp, registration or other similar taxes are payable on the issue, transfer or assignment of a debt security.

However, in the case of bonds or other debt securities issued in the context of a public offering, a registration fee on the issue of such bonds/debt securities is required to be paid before the Superintendence of Securities Market (SMV). 

Last modified 5 Dec 2019 | Authored by DLA Piper Pizarro Botto Escobar

Poland

Poland

Are there stamp, registration, transfer or other similar taxes payable on the advance, transfer or assignment of a loan?

Grant (advance) of a loan

Yes, loan agreements (and amendments to such agreements, if they result in an increase of the principal) may be subject to the tax on civil law transactions (TCLT) at 0.5%. As a rule, loans granted by financial institutions and entities whose business activities are to provide finance are not subject to TCLT (as they are exempt from value added tax in relation to such transactions).

A loan agreement is subject to TCLT, if:

  • the rights arising out of the loan agreement are exercised in the territory of Poland (where the loan is granted by a company not resident in Poland this condition is not fulfilled); or
  • the rights arising out of the loan agreement are exercised outside of the territory of Poland but the borrower has its place of residence or registered office in Poland, and the loan agreement was executed in Poland.

Loans granted by a shareholder to a company (limited liability company or joint-stock company) are exempt from TCLT.

The TCLT obligation arises when the loan agreement is executed. Generally, the tax base is the amount or value of the loan (principal). If the principal is to be paid in tranches and the total amount of tranches is not known (eg because the agreement does not specify the total principal amount), the tax is due in relation to a given tranche once it is paid out. The borrower is obliged to calculate and pay TCLT within 14 days from executing the loan or receiving the tranche of the loan.

Transfer (assignment) of a loan

A transfer (assignment) of a loan may be subject to TCLT; where this is the case, the tax rate is 1%. The acquirer of the debt is liable to pay the TCLT.

There is no TCLT in the case of the subrogation of loans.

TCLT does not apply to the assignment of a loan agreement if at least one of the parties is subject to or exempt from value added tax in relation to the assignment.

Are there stamp, registration, transfer or other similar taxes payable on the taking, transfer or assignment of a mortgage, debenture or other security?

There are court fees involved in the registration of registered pledges and mortgages in the relevant registers. Stamp duty is payable if the application to register a security is filed by an attorney-in-fact. Additional court fees are payable if any amendments to the registered pledges or mortgages are registered. In each case, the fees are not significant.

Notarial fees are involved when any security interest is executed is in a form of notarial deed (eg mortgage) or with signatures certified by the notary (eg civil pledge over shares in a limited liability company) or with date certified by the notary (eg security assignment or security transfer of assets). In any case, the notarial fees are capped at PLN 10,000 (approx. €2,350).

The establishment of a mortgage is subject to TCLT. The tax rate is 0.1% of the amount of the secured debt if it is possible to determine the amount of such debt or PLN 19 (approximately €5), if the debt is of an amount which is not capable of being determined.

The TCLT obligation arises upon submission of a declaration on the establishment of a mortgage or conclusion of an agreement for the establishment of a mortgage. The tax base is the value of debt secured. The person submitting a declaration of intent concerning the establishment of a mortgage is liable to pay the TCLT.

Are there stamp, registration, transfer or other similar taxes payable on the issue, transfer or assignment of a debt security (eg a bond)?

Generally, this depends on the type of debt securities and entities involved.

As a rule, a sale agreement relating to shares and stocks in a Polish company is subject to TCLT, as these stocks and shares are considered as rights exercised in the territory of Poland.

Sales of bonds will be subject to TCLT if they constitute rights exercised in Poland or if the acquirer is resident in Poland and the transaction is concluded in Poland. Usually, it is accepted that bonds are exercised where the creditor (ie the seller) is resident, but bond documentation should be analyzed in this respect on a case-by-case basis.

The TCLT is calculated as 1% of the market value of the shares/stocks/bonds. The tax is to be paid by the acquirer.

The following sales are exempt from TCLT:

  • sales to investment companies and foreign investment companies;
  • sales via investment companies or foreign investment companies (eg brokerage houses);
  • sales as part of an organized trading; and
  • sales outside organized trading by investment companies and foreign investment companies, if those rights were acquired by those companies under organized trading.

No stamp, registration, transfer or other similar taxes payable are payable on the issue of bonds.

Last modified 6 Dec 2019

Portugal

Portugal

Are there stamp, registration, transfer or other similar taxes payable on the advance, transfer or assignment of a loan?

No stamp, registration, transfer or other similar taxes are payable on the advance of a loan.

The transfer or assignment of a loan triggers stamp duty only when the loan is transferred or assigned with recourse against the assignor (in the case of the borrower’s default). This is on the basis that such transfer or assignment is an effective grant of credit to the assignee since the assignor retains exposure to the relevant default risk. Stamp duty is calculated on the amount of the credit and, depending on the maturity, the applicable rates are as follows:

  • credit with maturity of less than one year – for each month or period – 0.04%;
  • credit with maturity of one year or more – 0.50%;
  • credit with maturity of five years or more – 0.60%; and
  • credits used as a current account, bank overdraft or any other form of credit the period of use of which is not, or cannot be, determined – 0.04% on the monthly average balance (obtained from the sum of the balances owed calculated on a daily basis throughout the month, divided by 30).

Are there stamp, registration, transfer or other similar taxes payable on the taking, transfer or assignment of a mortgage, debenture or other security?

Portuguese stamp duty is payable on the taking of security. The applicable stamp duty is calculated based on the secured amount at the applicable rates, depending on the security’s maturity, as follows:

  • up to one year (for each month or period) – 0.04%;
  • one year or more – 0.5%; and
  • five years or more – 0.6%.

In any event, stamp duty does not apply to a security interest that is materially ancillary to a contract already subject to stamp duty and which is granted simultaneously (eg loan contracts).

Specific registration requirements may apply depending on the type of security interest (eg mortgages will only be valid if duly registered) and/or asset over which the security is taken and on the specific effects which are to be achieved (eg effects on third parties). Thus security interests may be subject to registration at Companies House (Registo Comercial), eg a pledge over shares, or at the Land Registry (Registo Predial), eg real estate mortgages. Registration fees apply in such cases although they are generally not material in amount.

The transfer or assignment of a security interest is not subject to stamp duty.

Are there stamp, registration, transfer or other similar taxes payable on the issue, transfer or assignment of a debt security (eg a bond)?

The issuance, transfer or assignment of a debt security does not trigger stamp duty, registration, transfer or any other similar tax.

Last modified 6 Dec 2019

Puerto Rico

Puerto Rico

Are there stamp, registration, transfer or other similar taxes payable on the advance, transfer of assignment of a loan?

No.

Are there stamp, registration, transfer or other similar taxes payable on the taking, transfer or assignment of a mortgage, debenture of other security?

No.

Are there stamp, registration, transfer or other similar taxes payable on the issue, transfer or assignment of a debt security (e.g. a bond)?

No.

Last modified 11 Dec 2019

Romania

Romania

Are there stamp, registration, transfer or other similar taxes payable on the advance, transfer or assignment of a loan?

No stamp, registration, transfer or other similar taxes are payable on the advance, transfer or assignment of a loan.

Are there stamp, registration, transfer or other similar taxes payable on the taking, transfer or assignment of a mortgage, debenture or other security?

In principle, no stamp, registration or similar charges are payable on the granting or registration of security, other than, inter alia:

  • fees payable for the authentication by a notary public of an immovable property mortgage agreement (such fees are calculated by applying a certain percentage to the value of the secured amount and, therefore, can be significant);
  • fees payable to the Electronic Archive of Movable Security (Arhiva Electronica de Garantii Reale Mobiliare) or any other relevant public registers for the registration of mortgage agreements; and
  • fees payable for the registration of an immovable property mortgage agreement with the relevant land registry.

Depending on the nature of the assets over which security is taken, other forms of registration may also be required (or be advisable), which may also require the payment of fees. Similarly, various registration fees may be payable in the context of the transfer of registered security interests (made with a view to reflecting the change in secured creditor).

Are there stamp, registration, transfer or other similar taxes payable on the issue, transfer or assignment of a debt security (eg a bond)?

No stamp, registration, transfer or other similar taxes are payable on the issue, transfer or assignment of a debt security (eg a bond).

Last modified 20 Oct 2017

Russia

Russia

Are there stamp, registration, transfer or other similar taxes payable on the advance, transfer or assignment of a loan?

No stamp, registration, transfer or other similar taxes are payable on the advance, transfer or assignment of a loan.

Are there stamp, registration, transfer or other similar taxes payable on the taking, transfer or assignment of a mortgage, debenture or other security?

The notarization of a transaction in connection with mortgage agreements, the subject of which should be certified, is required. The notary charges for notarization depending on the value of the transaction. For transaction values of:

  • up to RUB 1 million (approx. USD16,000) – RUB 2,000 (approx. USD31) plus 0.3% of the contract value is payable;
  • more than RUB 1 million and up to RUB 10 million (approx. USD150,000) – RUB 5,000 (approx. USD78) plus 0.2% of the contract value above RUB 1 million is payable; and
  • more than RUB 10 million – RUB 23,000 (approx. USD360) plus 0.1% of the contract value above RUB 10 million, up to a maximum of RUB 500,000 (approx. USD7,800) is payable.

In addition, notaries usually charge fees for their technical services. The amount charged depends on the particular notary and the complexity of the transaction and may vary (usually no more than USD1,000). All United States Dollars equivalents specified are based on the exchange rate of the Russian Federation Central Bank at the time of writing.

Are there stamp, registration, transfer or other similar taxes payable on the issue, transfer or assignment of a debt security (eg a bond)?

No stamp, registration, transfer or other similar taxes are payable on the issue, transfer or assignment of a debt security.

Last modified 5 Dec 2019

Singapore

Singapore

Are there stamp, registration, transfer or other similar taxes payable on the advance, transfer or assignment of a loan?

No stamp, registration, transfer or other similar taxes are payable on the advance, transfer or assignment of a loan.

Are there stamp, registration, transfer or other similar taxes payable on the taking, transfer or assignment of a mortgage, debenture or other security?

Most security interests created by Singapore companies and Singapore limited liability partnerships must be registered at the Accounting and Corporate Regulatory Authority of Singapore to perfect the security and ensure it is valid against third parties. The grant of most security interests over Singapore real estate should be registered at the Singapore Land Authority to ensure that the security interest takes effect as a legal charge. Fees are payable for such registrations but it would be unusual for such fees to be of a material amount.

Other forms of registration may also be required (or be advisable), depending on the nature of the asset over which security is taken. Such registrations may also require the payment of fees.

Are there stamp, registration, transfer or other similar taxes payable on the issue, transfer or assignment of a debt security (eg a bond)?

There is generally no charge to stamp duty, registration, transfer or other similar taxes on the issue, transfer or assignment of a debt security.

Last modified 20 Oct 2017

Slovak Republic

Slovak Republic

Are there stamp, registration, transfer or other similar taxes payable on the advance, transfer or assignment of a loan?

Advance of loan

No stamp, registration, transfer or other similar taxes are payable on the advance of a loan.

Transfer or assignment of a debt under a loan

There are no stamp, registration, transfer or other similar taxes payable on the transfer or assignment of a debt under a loan. Some administrative fees may, however, apply.

Are there stamp, registration, transfer or other similar taxes payable on the taking, transfer or assignment of a mortgage, debenture or other security?

No stamp, registration, transfer or other similar taxes are payable on the taking, transfer or assignment of a mortgage, debenture or other security. Some administrative fees may, however, apply.

Are there stamp, registration, transfer or other similar taxes payable on the issue, transfer or assignment of a debt security (e.g. a bond)?

No stamp, registration, transfer or other similar taxes are payable on the issue, transfer or assignment of debt securities. Various fees, the rate of which depends on the relevant financial institutions, may apply to the issue of debt securities.

Last modified 6 Dec 2019 | Authored by independent tax advisor Radislav Bibel

South Africa

South Africa

No stamp duty is imposed in South Africa.

Securities Transfer Tax is imposed on the transfer of securities, except as part of an intra-group asset-for-share transaction.

Intra-group transactions between related companies may result in tax roll-over provisions being applied, which allow for any tax consequences to be rolled over until the relevant assets are transferred outside of that particular group of companies.

Transfer Duty is imposed on the transfer of immoveable property, unless the transaction is subject to Value Added Tax (VAT). If the transfer of immoveable property is part of the sale of a business as a going concern between two VAT-registered persons, the transaction will be zero-rated and no VAT (or Transfer Duty) will be payable.

Last modified 5 Dec 2019

Spain

Spain

Are there stamp, registration, transfer or other similar taxes payable on the advance, transfer or assignment of a loan?

No stamp, registration, transfer or other similar taxes are payable on the advance, transfer or assignment of a loan.

Are there stamp, registration, transfer or other similar taxes payable on the taking, transfer or assignment of a mortgage, debenture or other security?

The taking, transfer or assignment of a mortgage, debenture or other security over real estate assets located in Spain is subject to stamp duty at the tax rate approved by the Spanish region where the real estate asset is located. The applicable tax rate ranges between 0.5% and 1.5% depending on the region where the real estate asset is located.

Are there stamp, registration, transfer or other similar taxes payable on the issue, transfer or assignment of a debt security (e.g., a bond)?

No stamp, registration, transfer or other similar taxes are payable on the issue, transfer or assignment of debt securities.

Last modified 5 Dec 2019

Sweden

Sweden

Are there stamp, registration, transfer or other similar taxes payable on the advance, transfer or assignment of a loan?

There are no stamp, registration, transfer or other similar taxes payable on the advance, transfer or assignment of a loan.

Are there stamp, registration, transfer or other similar taxes payable on the taking, transfer or assignment of a mortgage, debenture or other security?

Yes, the following stamp tax rates apply to mortgages over the following types of underlying property:

  • real estate – 2% of the mortgage amount;
  • aircrafts and businesses – 1% of the mortgage amount; and
  • ships – 0.4% of the mortgage amount.

All other types of property are exempt from mortgage stamp tax.

Are there stamp, registration, transfer or other similar taxes payable on the issue, transfer or assignment of a debt security (eg a bond)?

There are no stamp, registration, transfer or other similar taxes payable on the issue, transfer or assignment of a debt security.

Last modified 22 Jan 2020

Thailand

Thailand

Are there stamp, registration, transfer or other similar taxes payable on the advance, transfer or assignment of a loan?

Advance of loan

No stamp, registration, transfer or other similar taxes are payable on the advance of a loan. However, the loan agreement itself is required to be affixed with stamp duty of THB1 for every THB2,000 or its fraction (i.e. 0.05% of the loan principal amount). The maximum stamp duty payable on a loan agreement is THB10,000.

Transfer or assignment of a loan

No stamp, registration, transfer or other similar taxes are payable on an assignment agreement for the transfer or assignment of a debt under a loan. Note that if a new loan agreement is to be executed, stamp duty will need to be affixed at the rate as mentioned above.

Are there stamp, registration, transfer or other similar taxes payable on the taking, transfer or assignment of a mortgage, debenture or other security?

Mortgages

Mortgages must be registered with the relevant government authority. Government fees for mortgage registrations are variable depending on the type of mortgaged property. Government fees are normally calculated on a percentage basis subject to variable maximum caps. No stamp duty is required to be paid.

Mortgages can be transferred or assigned to secure the transferred or assigned debts to which they relate. The registration fees are normally calculated on a percentage basis with variable maximum caps. No stamp duty is required to be paid.

Debentures

The transfer of a corporate debenture is required to be affixed with THB1 stamp duty for every THB1,000 or its fraction (i.e. 0.1%) of the face value of the instrument.

Other security

A guarantee is required to be affixed with stamp duty of between THB1 to THB10.

A pledge is required to be affixed with stamp duty of THB1 for every THB2,000 or fraction thereof (i.e. 0.05%) of the amount of debt which it secures. Stamp duty is not required to be paid if the loan agreement which is secured by such pledge is duly affixed with stamp duty.

A business security agreement under the Business Security Act B.E. 2558 (2015) is required to be registered with the relevant authority and is subject to the payment of certain government fees. No stamp duty is required to be paid.

Are there stamp, registration, transfer or other similar taxes payable on the issue, transfer or assignment of a debt security (eg a bond)?

A corporate bond is required to be affixed with stamp duty of THB5.

Any government bond sold in Thailand is required to be affixed with stamp duty of THB1 for every THB100 or its fraction (i.e. 1%) of the face value of the instrument.

The transfer of a Thai government bond and of certain instruments issued by Bank for Agriculture and Agricultural Cooperatives are exempt from stamp duty.

Bills (i.e. bills of exchange and promissory notes) are required to be affixed with stamp duty of THB3 per instrument, except for a series of such bills or notes if the first bill or note is duly affixed with stamp duty.

Last modified 4 Apr 2020

Ukraine

Ukraine

Are there stamp, registration, transfer or other similar taxes payable on the advance, transfer or assignment of a loan?

No stamp, registration, transfer or other similar taxes are payable in Ukraine on the advance, transfer or assignment of a loan.

Are there stamp, registration, transfer or other similar taxes payable on the taking, transfer or assignment of a mortgage, debenture or other security?

Registration of a mortgage (and the transfer or assignment of a mortgage) is subject to stamp duty at the rate of 0.01% of the value of the mortgaged property, as indicated in the mortgage agreement.

Notary fees may also apply and their amount may vary.

Are there stamp, registration, transfer or other similar taxes payable on the issue, transfer or assignment of a debt security (eg a bond)?

Issue of debt securities

The issue of debt securities is subject to stamp duty at the rate of 0.1% of the nominal value of the debt securities being issued. The maximum amount of stamp duty is capped at the level of UAH 80,000.

The issue of derivative securities is subject to stamp duty in the amount of UAH 850.

Last modified 24 Jan 2020

UK - England and Wales

UK - England and Wales

Are there stamp, registration, transfer or other similar taxes payable on the advance, transfer or assignment of a loan?

Advance of loan

No stamp, registration, transfer or other similar taxes are payable on the advance of a loan.

Transfer or assignment of a debt under a loan

A written instrument transferring or assigning a debt under a loan is, in principle, chargeable to 0.5% UK stamp duty. An agreement to transfer a debt is also, in principle, chargeable to UK stamp duty reserve tax (SDRT) (although, in practice, a payment of both UK stamp duty and SDRT should not be required). However, provided the debt constitutes loan capital and does not have certain offensive features (such as a right to interest exceeding a commercial return or a right to conversion into shares or other securities), the written instrument assigning or transferring, or the agreement to assign or transfer, such debt should be exempt from both UK stamp duty and SDRT. This is known as the loan capital exemption.

Are there stamp, registration, transfer or other similar taxes payable on the taking, transfer or assignment of a mortgage, debenture or other security?

There is no stamp, registration, transfer or other similar taxes payable on the taking, transfer or assignment of a mortgage, debenture or other security.

However, most security interests created by English companies and English limited liability partnerships must be registered at Companies House to perfect the security and ensure it is valid against third parties. The grant of most security interests over UK real estate should also be registered at the Land Registry (in the case of real estate in England and Wales) and the Scottish Land Registry (in the case of real estate in Scotland) to ensure that the security interest takes effect as a legal charge. It would be unusual for the fees payable for such registrations to be a material amount.

Other forms of registration may also be required (or be advisable), depending on the nature of the asset over which security is taken. Such registrations may also require the payment of fees.

Are there stamp, registration, transfer or other similar taxes payable on the issue, transfer or assignment of a debt security (eg a bond)?

Issue of debt securities

Bearer bonds

The issue of a debt security in the UK which is a bearer bond or the issue by or on behalf of a UK company of a debt security which is a bearer bond, in principle, gives rise to a charge to UK bearer instrument duty (BID). Such BID is chargeable at a rate of 1.5% of the issue price of the bearer bond. However, currently, HM Revenue and Customs is not seeking to collect BID on the issue of a debt security which is a bearer bond.

Registered bonds

Subject to the special regime for issues into a depository or clearing system (see below), there is generally, no charge to UK stamp duty or SDRT on the issue of a debt security which is a registered bond. The issue of a debt security which is a registered bond should also not give rise to a charge to BID (which is only relevant to bearer instruments).

Transfer of bonds

Bearer bonds

The first transfer in the UK of a debt security which is a bearer bond issued outside of the UK by a non-UK company, in principle, gives rise to a UK bearer instrument duty charge (if stamp duty would have been payable on the instrument of transfer if the bond had been in registered form). Such BID is charged at a rate of 1.5% of the transfer consideration. UK stamp duty only applies in respect of written instruments of transfer and so is not, normally, relevant to the transfer of a debt security which is a bearer bond, provided it is transferred by delivery. However, any agreement to transfer a bearer bond issued by or on behalf of a UK company is, in principle, chargeable to SDRT. Such SDRT is charged at a rate of 0.5% of the transfer consideration.

Registered bonds

A written instrument transferring a debt security which is a registered bond is, in principle, chargeable to UK stamp duty if the instrument is executed in the UK, or relates to UK stock or marketable securities or to something done, or to be done, in the UK. Any agreement to transfer a debt security which is a registered bond issued by a UK company or registered in a UK register is also, in principle, chargeable to SDRT. Such UK stamp duty and SDRT are chargeable at a rate of 0.5% of the transfer consideration.

Depositary and clearing systems

Bearer bonds and registered bonds

A written instrument transferring certain debt securities to a person whose business is, or includes, issuing depositary receipts or the provision of clearance services for chargeable securities (or the agent or nominee of such a person) is, in principle, chargeable to UK stamp duty. Such stamp duty is generally chargeable at a rate of 1.5% of the consideration or market value of the debt securities (depending on the circumstances).

The issue or transfer of certain debt securities to a depositary receipt issuer (or its nominee), where a depositary receipt is issued or to be issued, or the issue or transfer of debt securities into a clearing system (or its nominee) in pursuance of an arrangement for the provision of clearance services, in principle, gives rise to a charge to SDRT. Such SDRT is generally chargeable at a rate of 1.5% of the issue price, consideration or market value of the debt securities (depending on the circumstances). However, currently, HM Revenue and Customs is not seeking to collect SDRT on the issue, or (where integral to the raising of capital) the transfer, of debt securities into a clearing system or depositary receipt system, provided that the debt securities comprise loans raised by the issue of debentures or other negotiable securities for the purposes of Article 5(2)(b) of the Capital Duty Directive (2008/7/EC).

Exemptions

While in some circumstances, both UK stamp duty and SDRT may apply to the same transaction, as a general principle, there should be no double charge due to the operation of a franking system.

If a debt security benefits from the loan capital exemption, the issue or transfer of such debt security (whether a bearer bond or registered bond) should not be chargeable to UK stamp duty, BID or SDRT. The loan capital exemption applies to loan capital that does not have certain offensive features (such as a right to interest exceeding a commercial return or a right to conversion into share or other securities). The loan capital exemption is therefore the key exemption in the context of capital markets transactions and serves to exempt most vanilla bonds entirely from UK stamp taxes.

Last modified 6 Dec 2019

UK - Scotland

UK - Scotland

Are there stamp, registration, transfer or other similar taxes payable on the advance, transfer or assignment of a loan?

Advance of loan

No stamp, registration, transfer or other similar taxes are payable on the advance of a loan.

Transfer or assignment of a debt under a loan

A written instrument transferring or assigning a debt under a loan is, in principle, chargeable to 0.5% UK stamp duty. An agreement to transfer a debt is also, in principle, chargeable to UK stamp duty reserve tax (SDRT) (although, in practice, a payment of both UK stamp duty and SDRT should not be required). However, provided the debt constitutes loan capital and does not have certain offensive features (such as a right to interest exceeding a commercial return or a right to conversion into shares or other securities), the written instrument assigning or transferring, or the agreement to assign or transfer, such debt should be exempt from both UK stamp duty and SDRT. This is known as the loan capital exemption.

Are there stamp, registration, transfer or other similar taxes payable on the taking, transfer or assignment of a mortgage, debenture or other security?

There is no stamp, registration, transfer or other similar taxes payable on the taking, transfer or assignment of a mortgage, debenture or other security.

However, most security interests created by English companies and English limited liability partnerships must be registered at Companies House to perfect the security and ensure it is valid against third parties. The grant of most security interests over UK real estate should also be registered at the Land Registry (in the case of real estate in England and Wales) and the Scottish Land Registry (in the case of real estate in Scotland) to ensure that the security interest takes effect as a legal charge. It would be unusual for the fees payable for such registrations to be a material amount.

Other forms of registration may also be required (or be advisable), depending on the nature of the asset over which security is taken. Such registrations may also require the payment of fees.

Are there stamp, registration, transfer or other similar taxes payable on the issue, transfer or assignment of a debt security (eg a bond)?

Issue of debt securities

Bearer bonds

The issue of a debt security in the UK which is a bearer bond or the issue by or on behalf of a UK company of a debt security which is a bearer bond, in principle, gives rise to a charge to UK bearer instrument duty (BID). Such BID is chargeable at a rate of 1.5% of the issue price of the bearer bond. However, currently, HM Revenue and Customs is not seeking to collect BID on the issue of a debt security which is a bearer bond.

Registered bonds

Subject to the special regime for issues into a depository or clearing system (see below), there is generally, no charge to UK stamp duty or SDRT on the issue of a debt security which is a registered bond. The issue of a debt security which is a registered bond should also not give rise to a charge to BID (which is only relevant to bearer instruments).

Transfer of bonds

Bearer bonds

The first transfer in the UK of a debt security which is a bearer bond issued outside of the UK by a non-UK company, in principle, gives rise to a UK bearer instrument duty charge (if stamp duty would have been payable on the instrument of transfer if the bond had been in registered form). Such BID is charged at a rate of 1.5% of the transfer consideration. UK stamp duty only applies in respect of written instruments of transfer and so is not, normally, relevant to the transfer of a debt security which is a bearer bond, provided it is transferred by delivery. However, any agreement to transfer a bearer bond issued by or on behalf of a UK company is, in principle, chargeable to SDRT. Such SDRT is charged at a rate of 0.5% of the transfer consideration.

Registered bonds

A written instrument transferring a debt security which is a registered bond is, in principle, chargeable to UK stamp duty if the instrument is executed in the UK, or relates to UK stock or marketable securities or to something done, or to be done, in the UK. Any agreement to transfer a debt security which is a registered bond issued by a UK company or registered in a UK register is also, in principle, chargeable to SDRT. Such UK stamp duty and SDRT are chargeable at a rate of 0.5% of the transfer consideration.

Depositary and clearing systems

Bearer bonds and registered bonds

A written instrument transferring certain debt securities to a person whose business is, or includes, issuing depositary receipts or the provision of clearance services for chargeable securities (or the agent or nominee of such a person) is, in principle, chargeable to UK stamp duty. Such stamp duty is generally chargeable at a rate of 1.5% of the consideration or market value of the debt securities (depending on the circumstances).

The issue or transfer of certain debt securities to a depositary receipt issuer (or its nominee), where a depositary receipt is issued or to be issued, or the issue or transfer of debt securities into a clearing system (or its nominee) in pursuance of an arrangement for the provision of clearance services, in principle, gives rise to a charge to SDRT. Such SDRT is generally chargeable at a rate of 1.5% of the issue price, consideration or market value of the debt securities (depending on the circumstances). However, currently, HM Revenue and Customs is not seeking to collect SDRT on the issue, or (where integral to the raising of capital) the transfer, of debt securities into a clearing system or depositary receipt system, provided that the debt securities comprise loans raised by the issue of debentures or other negotiable securities for the purposes of Article 5(2)(b) of the Capital Duty Directive (2008/7/EC).

Exemptions

While in some circumstances, both UK stamp duty and SDRT may apply to the same transaction, as a general principle, there should be no double charge due to the operation of a franking system.

If a debt security benefits from the loan capital exemption, the issue or transfer of such debt security (whether a bearer bond or registered bond) should not be chargeable to UK stamp duty, BID or SDRT. The loan capital exemption applies to loan capital that does not have certain offensive features (such as a right to interest exceeding a commercial return or a right to conversion into share or other securities). The loan capital exemption is therefore the key exemption in the context of capital markets transactions and serves to exempt most vanilla bonds entirely from UK stamp taxes.

Last modified 20 Oct 2017

United Arab Emirates

United Arab Emirates

Are there stamp, registration, transfer or other similar taxes payable on the advance, transfer or assignment of a loan?

Advance of loan

No stamp, registration, transfer or other similar taxes are payable on the advance of a loan. However, a cunstomer may be required to pay vakue added tax (VAT) in connection with fees for certain products or services provided by a bank in respect of a loan.

Transfer or assignment of a debt under a loan

No stamp, registration, transfer or other similar taxes are payable on the assignment or transfer of a debt under a loan.

Are there stamp, registration, transfer or other similar taxes payable on the taking, transfer or assignment of a mortgage, debenture or other security?

Certain security interests created under United Arab Emirates (UAE) law must be registered in order to perfect the security and ensure that it is valid against third parties. For example:

  • The grant of any security interest over real estate needs to be properly registered at the land department (in the relevant Emirate where the real estate is located) in order to ensure that the security interest takes effect as a mortgage. A registration fee will typically be payable to the relevant land department and the amount of that fee will depend on the amount secured and/or the value of the property (in accordance with their published fees at the relevant time).
  • The grant of any security interest over moveable collateral pursuant to UAE Law No. 20 of 2016 on the Mortgage of Moveable Assets to Secure a Debt is required to be registered at the "Emirates Moveable Collateral Registry", which will attract nominal security registration fees.
  • The grant of any security over shares in a UAE company may also need to be registered at the economic department or at the relevant free zone authority (ie in the relevant Emirate or free zone where that company is registered). A registration fee will also be payable to the relevant economic department or relevant free zone authority (in accordance with their published fees at the relevant time).

Other forms of registration may also be required (or be advisable), depending on the nature of the asset over which security is being taken. Such registrations may also require the payment of fees.

If security needs to be registered, then in certain circumstances it will also be necessary for the security document to be notarized before a notary public in a certified Arabic text (which may also include English, in a dual-text format). This process will involve additional costs in terms of translation charges and notary fees. A notary public will also require proof of authority for signatories, which can involve constitutional documents and resolutions needing to be translated then formally attested and/or legalized before they will be accepted.

Are there stamp, registration, transfer or other similar taxes payable on the issue, transfer or assignment of a debt security (eg a bond)?

Issue of debt securities

No stamp, registration, transfer or other similar taxes are payable in the UAE on the issue of a debt security (eg a bond). However, it is possible that a securitization structure or an Islamic bond (sukuk) may incur registration or transfer fees depending on the underlying transaction structure (for example, if real estate is involved).

Transfer of bonds

No stamp, registration, transfer or other similar taxes are payable in the UAE on the transfer or assignment of a debt security (eg a bond).

Are any filings or registrations with the local tax authority required in connection with a loan or a debt security (eg a bond)?

No. It is not necessary to file, register or record a loan or debt instrument with any tax authority, public authority or government agency in the UAE, save that:

  • all documents brought before the UAE courts must be in Arabic (or accompanied by a court-certified translation); and
  • any applicable court or other fees must be paid upon any court filing of those documents for enforcement purposes in the UAE courts.

However, a bank or any customer operating in the UAE should be registered separately with the FTA for VAT purposes.

Last modified 23 Jan 2020

United States

United States

Are there stamp, registration, transfer or other similar taxes payable on the advance, transfer or assignment of a loan?

Federal taxes

No stamp, registration, transfer or other similar taxes are payable on the advance, transfer or assignment of a loan.

State and local taxes

Generally, no stamp, registration, transfer or other similar taxes are payable on the advance, transfer or assignment of a loan. However, some jurisdictions (e.g. Florida) impose a documentary stamp tax on loans if the obligation is evidenced by a document (e.g. a note).

Are there stamp, registration, transfer or other similar taxes payable on the taking, transfer or assignment of a mortgage, debenture or other security?

Federal taxes

No stamp, registration, transfer or other similar taxes are payable on the taking, transfer or assignment of a mortgage, debenture or other security.

State and local taxes

Many jurisdictions (including New York and Florida) impose a documentary tax upon the recording of a mortgage. However, when a mortgage is assigned to a new lender without any increase in the amount of the secured indebtedness, the parties may be able to file an affidavit to be exempt from the mortgage recording tax. Likewise, some states will provide a credit for recording tax previously paid in connection with the assigned mortgage.

Are there stamp, registration, transfer or other similar taxes payable on the issue, transfer or assignment of a debt security (e.g. a bond)?

Federal taxes

No stamp, registration, transfer or other similar taxes are payable on the issue, transfer or assignment of a debt security.

Debt instruments are typically held 'in registered form' because there are sanctions and penalties imposed on both the issuers and holders of bearer bonds. For issuers, these penalties can include the imposition of an excise tax and the denial of interest deductions. For holders, these penalties can include the denial of certain loss deductions or capital gain treatment upon sale, transfer, assignment or other disposition of the debt instrument and the denial of the beneficial portfolio interest exemption from withholding tax on interest payments.

State and local taxes

Generally, there are no stamp, registration, transfer or other similar taxes payable on the issue, transfer or assignment of a debt security.

However, some jurisdictions (e.g. Florida) impose a documentary stamp tax on loans if the obligation is evidenced by a document (e.g. a bond).

Last modified 24 Jan 2020

Are stamp, registration, transfer or other similar taxes applicable?

Are there stamp, registration, transfer or other similar taxes payable on the advance, transfer or assignment of a loan?

There is no stamp duty, registration, transfer or similar tax payable on the advance of a loan in Australia.

Only one Australian state, Queensland, levies stamp duty (of up to 5.75%) on transfers or assignments of loans. In Queensland, the transfer or assignment may be dutiable where the borrower is located in Queensland or if the loan is secured by a mortgage or charge over property in Queensland.

Are there stamp, registration, transfer or other similar taxes payable on the taking, transfer or assignment of a mortgage, debenture or other security?

There is no stamp duty, registration, transfer or similar tax payable on the taking, or issue, of a mortgage, debenture or other security in Australia.

In certain Australian states and territories, the transfer or assignment of a mortgage can potentially trigger stamp duty. Certain exemptions or concessions are available, depending on the relevant jurisdiction. Also, there are potential structuring options (e.g. appointing a security trustee to hold mortgages and other securities) to minimize exposure to stamp duty in respect of an assignment of such securities.

Are there stamp, registration, transfer or other similar taxes payable on the issue, transfer or assignment of a debt security (e.g. a bond)?

There is no stamp duty, registration, transfer or similar tax payable on the issue of a debt security in Australia.

As noted above, Queensland is the only Australian state that levies stamp duty on transfers or assignments of loans and other debt instruments. However, the transfer or assignment of corporate bonds are generally exempt from stamp duty in Queensland. There are also exemptions in Queensland in respect of certain securitisation arrangements or debt factoring arrangements.

Do tax authorities take priority on enforcement?

On the enforcement of security, do tax authorities take priority over secured lenders or secured debt security holders (e.g. secured bond holders)?

For federal taxes (e.g. income tax, Goods and Services Tax and Fringe Benefits Tax), the Australian Taxation Office (ATO) generally does not take priority over any secured lenders or debt security holders. However, in certain limited circumstances, the ATO may take priority over secured lenders, for example when:

  • a garnishee notice is issued to allow the ATO to recoup from third parties amounts they owe, or may owe, a tax-owing taxpayer; or
  • trustees (including administrators, receivers and liquidators) are obliged to retain sufficient monies from the trust fund to pay tax if the relevant assessment has been issued.

However, for certain state taxes (e.g. stamp duties and land tax), the relevant state revenue authority can take priority over secured lenders or debt security holders.

Is withholding tax on interest payments applicable?

Is there withholding tax on interest payments under a loan?

Unless an exemption applies under domestic law or an applicable double tax treaty, where a payment of interest (as broadly defined) is paid (or is deemed to be paid) from Australia to offshore under a loan which is treated as debt for Australian tax purposes, the borrower is required to withhold and pay an amount equal to the applicable withholding tax rate to the ATO.

If so:
What is the rate of withholding?

The current rate of Australian interest withholding tax is 10%.

What are the key exemptions?

The more commonly relied on exemptions include:

  • exemptions for a publicly offered syndicated loan facility or a publicly offered debenture issued by an Australian resident company or Australian unit trusts and by a company or unit trusts not resident in Australia but carrying on business at or through permanent establishments in Australia;
  • exemptions for certain foreign tax exempt superannuation funds and foreign sovereign entities which do not have control or influence in certain Australian borrowers; and
  • reliance on a double tax treaty (for example, an exemption is available for interest paid to government entities or independent financial institutions).

Would the same analysis apply to interest payments under a debt security (e.g. a bond)?

Yes, the analysis described above is generally applicable to both interest payments under a loan or other form of debt security.

Are foreign lenders and debt security holders subject to tax on interest payments?

Will the lender be taxed on interest payments under a loan in the jurisdiction of the borrower (other than by way of the application of withholding taxes (if any)), assuming the lender is not otherwise resident in that jurisdiction for tax purposes (e.g. by virtue of incorporation, residence or local branch)?

Generally no.

Would the same analysis apply to interest payments under a debt security (e.g. a bond)?

Yes.

Onno Bakker

Onno Bakker

Partner
DLA Piper Australia
[email protected]
T +61 2 9286 8260
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