IHTM18131 - Stocks and shares: unlisted shares: what are unlisted shares?

Where a company is listed on a market that does not meet the HMRC definition of ‘listed’, or is not listed on any market (for example, a family owned company), its shares and securities are classified as unlisted (or ‘unquoted’). You may see unlisted shares referred to as ‘NQs’. You will normally be alerted to the presence of unlisted shares and securities because an IHT412 has been completed.

A list of the recognised stock exchanges and the markets that do, or do not, meet the HMRC definition of ‘listed’ can be found here.

The company will usually be a limited company (Ltd) but may occasionally be an unlimited company, and in some circumstances a Public Limited Company (PLC). The type of activity may range from and individual operating on a local level to a large national operation, but the company’s shares will often be held by a small number of investors and relatively few (if any) share transactions occur. Consequently, without comparable sales information, it is difficult to judge what value the shares have.

Although the shares do not have a readily definable value, they must be valued for tax purposes on the open market basis of IHTA84/S160 and IHTA84/S168. The valuation must take into account a number of factors such as the size of the company and shareholding, and the company profits or assets. Taxpayers may need to contact the company in question to obtain information on the value of their shares. Generally, the valuation in HMRC of unlisted shares and securities is dealt with by Shares and Assets Valuation.

Business Relief (IHTM25131) is generally available on unlisted shares at a rate of 100% provided all the qualifying conditions are met.

The Instalment option (IHTM30191) is available for controlling shareholdings under IHTA84/S228(1)(a)).

Instalments for smaller holdings are available if at least one of the provisions of IHTA84/Ss228(1)(b), (c) or (d) is met.