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As part of Budget 2025, the Irish Government has proposed a reform to the stamp duty regime aimed at supporting small and mid-sized listed companies.
If the Finance Bill 2025 is enacted, the reform would broaden the existing exemption (previously limited to shares listed on Euronext Growth) to include all Irish-incorporated listed companies with a market capitalisation below €1 billion as of 1 December in the preceding year, provided certain conditions are met. It is envisaged that the reform will take effect from 1 January 2026.
What's Changing?
The Finance Bill introduces Section 86B of the Taxes Consolidation Act 1997, replacing the current Section 86A exemption. The new provision expands the scope of stamp duty relief to transfers of shares in Irish-incorporated companies that meet the following criteria:
- its shares are admitted to trading on a "relevant market", including regulated markets (such as Euronext Dublin), multilateral trading facilities (MTFs), and equivalent non-EU markets;
- the company's market capitalisation is less than €1 billion as of 1 December in the preceding year; and
- a valid notification is submitted to Revenue by either the issuer or the market operator confirming the market cap. The exemption applies to qualifying transfers executed between 1 January and 31 December of the year following the notification.
How the Exemption Works
The Finance Bill envisages a notification process for companies to avail of the exemption as follows:
- if a company is already listed on a relevant market as of 1 December, and its market cap is below €1 billion, either the issuer or the market operator may notify Revenue of this status;
- if a company is planning to list after 1 December but before the following 1 December, and its expected market cap is below €1 billion, a similar notification can be made; and
- once Revenue receives a valid notification, the exemption applies to transfers of the company's shares from 1 January of the following year (or 14 days after the notification date, whichever is later) until 31 December of that year, provided the shares are admitted to trading at the time of transfer.
What if Market Cap Rises Above €1bn Mid-Year?
The exemption is based on the company's market capitalisation as of 1 December in the preceding year. If a company qualifies and submits a valid notification, it would appear to retain the exemption for the following calendar year (provided the shares are admitted to trading at the time of transfer), even if its market cap subsequently exceeds €1 billion during that year. Eligibility for future years will be reassessed based on the market cap on the following 1 December.
Key Considerations
- Eligibility Threshold: The €1 billion cap introduces a binary qualification that may influence strategic timing or market cap management.
- Notification Requirement: Companies must manage the procedural step of notifying Revenue to benefit from the exemption.
- Market Scope: The reform expands eligibility beyond Euronext Growth to include a broader range of trading venues.
- Timing: Companies planning IPOs or secondary listings should factor the exemption into their strategic planning.
Final Comments
The proposed reform represents a targeted effort to reduce the cost of trading shares in smaller listed companies and improve the attractiveness of Irish equity markets. Extending the stamp duty exemption to a broader range of issuers and trading venues may enhance liquidity among mid-cap and growth companies. The practical impact will depend on how widely the exemption is utilised, the clarity of its implementation and broader market conditions. Nonetheless, it marks a positive step toward strengthening Ireland's competitiveness in equity capital markets
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