CHAPTER V. Fees and Stamp Duties. THE statutes relating to fees and stamp duties payable in respect Part I. of companies having a capital divided into shares are:Chap. 5. The Companies Act, 1903, Secs. 8 to 11 inclusive: Table C, The Stamp Act, 1882, Secs. 61 (3), 100 to 105, 131 to 135; The Stamp Act, 1882, Amendment Act, 1885, Secs. 7 to 11. The Stamp Acts Amendment Act, 1902, Secs. 2 to 15. Section 4 of The Stamp Act, 1882, Amendment Act, 1885, repeals Sec. 46 of The Stamp Act, 1882, and proceeds after execu Except when express provision to the contrary is made by this or Stamping of any other Act, any unstamped or insufficiently stamped instrument may instruments be stamped or further stamped by the Commissioner after the first execution thereof on payment of the unpaid duty and fine in addition to the duty as follows: (1) When such instrument is presented to be stamped more than one month and less than three months after execution, a fine of 25 per cent. on the amount of duty payable. (2) Where such instrument is presented to be stamped more than three months after execution, a fine of 100 per cent. on the amount of the duty payable; but in no case shall the lastmentioned fine be less than £5. Provided that any unstamped or insufficiently stamped instrument which has been first executed at any place out of New Zealand may be stamped at any time within three months after it has been first received in New Zealand on payment of the unpaid duty only. And the payment of any fine shall be denoted upon the instrument by a particular stamp. By Sec. 60 of The Stamp Act, 1882 tion. Impressed stamps except Except where express provision is made to the contrary, all duties are to be denoted by impressed stamps only. Provided that where any instrument is stamped at a stamp office the Commissioner or a Deputy where Commissioner may use adhesive stamps to denote the duty paid thereon, but shall forthwith obliterate every stamp so used. For general directions as to the cancellation of adhesive stamps, see Sec. 60 (1) and (2) of the Stamp Act, 1882. specially provided. Part I. Cancellation of adhesive stamps by corporation. When adhesive stamps may be used. Fees and Stamp Duties. As to the cancellation by corporate bodies, Sec. 60 (3) proceeds: If such instrument be executed by any corporate body or quasi corporate body the cancellation shall be deemed effectual if made in manner herein before provided, and by impressing or marking in ink the full name of such body or the initial letters of such name, or the initial letters of the name of the manager, secretary, or other person executing such instrument on behalf of such body, together with such date as aforesaid. Section 62.-Every person who, being required by law to cancel an adhesive stamp, neglects or refuses duly and effectually to do so in manner aforesaid shall be liable to a penalty not exceeding £10. Adhesive stamps may be used in the following cases :— Bills of exchange and promissory notes Charter parties.. Sec. 63 Sec 64 Sec. 75 (1) of Stamp Act, 1882. Notarial Acts Policies of sea insurance Receipts Sec. 84 Sec 111 Sec. 114 Sec. 123 Stamping Stamp on Memorandum and Articles. "deed The Memorandum of Association and Articles of Association Memorandum shall each bear and be liable to the same stamp duty as a not otherwise charged" (Secs. 19 and 24 of 1903). and Articles. Fees on registration of company. By the 3rd Schedule to The Stamp Act, 1882, a deed of any kind whatever not otherwise charged in the Schedule is liable to be stamped with a ten shilling stamp: Fees on Registration. See Secs. 8, 9, and 11 of The Companies Act, 1903. By Table C in the 1st Schedule to The Companies Act, 1903, the following fees are payable : For registration of a company whose nominal capital does not exceed.. And so on, increasing the fee 5s. for every additional £1,000 or part of £1,000 of capital up to £100,000, and where the capital exceeds £100,000 increasing the fee by 1s. per £1,000 or part of £1,000. Fees and Stamp Duties. On any increase of capital made after registration of the company the same Part I. fees per £1,000 or part of £1,000 are payable as would have been payable if such Chap. 5. increased capital had formed part of the original capital at the time of registration. No company shall be liable to pay more than £50 in the aggregate for original and increased capital. See Table C in the 1st Schedule to Act of 1903. Miscellaneous Fees. Table E in 1st Schedule to Act of 1903 For recording any extension of the objects or purposes of a company £ under Part I. 1 0 0 050 For registering any document hereby required or authorised to be regis- For any Certificate of Incorporation to be given after the first Certificate of Incorporation on the formation of a company 050 For certified copy or extract of any document 05 0 .. For copy or extract of any document, over and above the fee for certifying the same, for each folio of 72 words not exceeding 00 6 For inspecting any document, for each inspection 0 1 0 Certificate of Incorporation. On every first Certificate of Incorporation the stamp duty is Certificate of £5 (Sec. 102 of, and 3rd Schedule to, The Stamp Act, 1882). Annual Licence. By Sec. 100 of The Stamp Act, 1882 Incorporation Every incorporated company carrying on business in the colony, Annual whether incorporated in New Zealand or elsewhere, shall procure from licence. the Commissioner every year a licence in the form or to the effect in the 2nd Schedule to the Act. By Sec. 101. The licence shall be issuable on the first of January in each year. The fee or duty payable is specified in the 3rd Schedule to the Act, and in the case of a first licence to a company the duty shall be for the unexpired portion of the year in which it is issued. By Sec. 103. A penalty of £20 a day is imposed on every director, secretary, or other person acting in the management of any company which shall carry on business or operations in N.Z. without having obtained such annual licence. As to carrying on business or operations, see Assets Co., 6 N.Z. 699, where the Assets Co., Ltd., a Scottish company, was held liable to pay a license fee on the whole of its nominal capital while using sheepruns acquired by it in the colony pending the completion of Native titles, although it had no registered office in the colony. Part I. Chap. 5. Exemptions from annual licence. Fees and Stamp Duties. By the 3rd Schedule to The Stamp Act, 1882— The amount of the annual licence fee is calculated at one shilling per cent. on the nominal capital, but not to exceed £200. The following companies are exempted from liability to take out an annual licence; see 3rd Schedule to the Stamp Act, 1882. Companies (1) Owning and working manufactories, iron works, implement and machine works, flour, threshing, or saw mills, cheese or butter factories, and farmers' co-operative associations, whether incorporated or not; see Sec. 20 (2) of The Stamp Act 1882 Amendment Act, 1885; or works for the cultivation, preparation, or dressing of phormium tenax. A manufacturing company which is empowered to promote companies, and to acquire and sell patents and licences is not a company formed exclusively for manufacturing purposes, and not entitled to be exempted: Electric Light and Power Co., N.Z. 2 S.C. 28. (2) Carrying on whaling or sealing. (3) Carriage of passengers or goods by land or water. (4) Towing vessels or barges, or landing cargo and passengers. (5) Working mines or quarries, and selling coal, stone, or lime. (7) Owning or working slips or docks for building or repairing ships. 66 A company having butchery" as one of its main objects is not entitled to exemption: Gear Meat &c. Co., N.Z. 2 S.C., 30 in note. (9) The introduction and settlement of immigrants. (10) Carrying on the business of friendly societies. (11) Formed for mining purposes, as defined in the 5th Sec. of The Mining Companies Act, 1872 (see now, Sec. 3, Mining Companies Act, 1894); or formed for working mining claims. See Sec. 20 (2) of The Stamp Act 1882 Amendment Act, 1885. (12) Every company whose business in N.Z. is confined exclusively to mining operations, notwithstanding that the purposes for which it is formed are not mining purposes exclusively. A gold mining company not formed for mining purposes exclusively is not entitled to exemption: Progress Mines of N.Z., 15 N.Z. 567; Magnetic Gold Dredging Co., 16 N.Z. 318; but see now Sec. 2 of The Mining Companies Acts Amendment Act, 1898. It is not necessary that a company should take out its first annual licence contemporaneously with incorporation Section 102 of The Stamp Act, 1882, applies only to the duty payable on the Certificate of Incorporation. The penalties imposed by Sec. 103 of The Stamp Act, 1882, are not incurred until the company shall have actually carried on "business or operations." A company may be "entitled to commence business" and yet may not come within the provisions of Secs. 100, 101, and 103. Fees and Stamp Duties. Part I. Chap. 5. Insurance Companies carrying on Business within the Colony. By Sec. 11 of The Stamp Act 1882 Amendment Act, 1885Any association or company registered or incorporated beyond the colony carrying on the business of life, fire, marine, accident, fidelity, licence fee guarantee, live-stock, or plate-glass insurance within the colony, and having a nominal capital of less than £400,000, shall be liable to pay an annual licence fee of £200. By Sec. 15 of The Stamp Act Amendment Act, 1902 Every broker, agent, or other person who negotiates or transacts any contract of marine insurance with any person or association or any chartered or incorporated or joint stock company not carrying on business within the colony, or who makes any declaration under any open or valued policy issued by any such last-mentioned person, association, or company, is for the purposes of Sec. 11 of The Stamp Act 1882 Amendment Act, 1885, himself deemed to be a company registered or incorporated beyond the colony and carrying on the business of marine insurance. By Sec. 7 of The Stamp Act 1882 Amendment Act, 1885Every person or association, and every chartered, incorporated, or joint stock company, whether incorporated within the colony or elsewhere, carrying on business within the colony who or which issues or enters into any agreement or undertaking to insure, or in any way acts as agent for the insurance with, or effects an insurance with, or makes a declaration under any open or valued policy issued to it by any other person, association, or company not carrying on business within the colony, for the insurance of any building, goods, or merchandise against. fire or marine risk or loss, shall be liable to pay an annual licence fee of £200, and such licence fee shall be deemed to be the licence fee required under Sec. 100 of the said Act, and shall not be in addition thereto. Provided that nothing in this section shall render such first-mentioned person, association, or company liable to the licence fee aforesaid in respect of any such insurance upon property to which such first-mentioned person, association, or company is entitled absolutely as owner. Provided also that this section shall not apply to companies carrying on business outside the colony which solely enter into contracts for the re-insurance of risks in respect whereof policies have been duly stamped, nor shall this section apply to the agents of such re-insuring companies so far as such re-insurance is concerned if such agents are companies or officers of companies which have paid a licence fee under this section. 66 The expression agent for the insurance" includes an agent for the person whose property is insured; and the above section makes liable a person in the colony who acts as agent for the insurance of property with any person, association, or company not carrying on business in the colony: Scales v. Hickson, 19 N.Z. 304. In that case the construction of the section generally was considered. By Sec. 5 of the Stamp Aet Amendment Act, 1895 The provisions of the above section are extended to apply to the business of accident, fidelity, guarantee, live-stock, or plate-glass insurance. Provided that the amount of annual fee payable by the companies referred to in this section shall not exceed the sum which would be payable if the company were domiciled in the colony. Annual payable by insurance companies. |