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Part I.
Chap. 5.

Transfer of shares.

Transfer of mining property.

Fees and Stamp Duties.

Transfer of Shares.

See Secs. 131 to 135 of The Stamp Act, 1882, forbidding the registration of unstamped transfers of shares and avoiding transfers in blank.

By the 3rd Schedule to The Stamp Act, 1882

The stamp duty payable upon the sale of any share or shares in the stock and funds of any corporation, company, or society whatever in New Zealand, is:

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Any instrument of transfer of a share registered in a branch register under this Act shall be deemed to be a transfer of property situated out of the colony, and shall be exempt from New Zealand stamp duty.

As to stamp duty on sale of shares in mining companies, see The Stamp Act Amendment Act, 1902, Secs. 1 to 14 inclusive: and chapter on Mining Companies infra. “Mining companies" in the Act of 1902 includes a company formed for mining purposes, whether as defined by The Mining Companies Act, 1894, or registered under The Companies Act, 1882.

The provisions of The Stamp Acts relating to the following matters, though not strictly pertinent to the subject of this chapter, are given for general information :

Transfer of Mining Property.

By the 3rd Schedule of The Stamp Act, 1882, and Sec. 2 of The Stamp Acts Amendment Act, 1886—

Assignment or transfer of property held under a miner's right or a consolidated miner's right or licence, issued in pursuance of any Act for the time being in force relating to mining, or letter or instrument authorising such assignment or transfer, where the letter or instrument is the only act required on the part of the vendor, or assignor is liable to stamp duty as follows:

Where the purchase or consideration money, or the value of the property

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By Sec. 2 of The Stamp Acts Amendment Act, 1891Every passenger ticket given or issued in the colony by any steamship company, association, or owner of any steamship in return for the

Fees and Stamp Duties.

Part I.

payment of a sum of money amounting to £2 or upwards shall be liable to Chap. 5. duty in all respects as a receipt, unless a stamped receipt be given in respect of such payment and at the time thereof.

It shall be lawful for the Governor to make, alter, and revoke such regulations for the mode of payment and collection of the duty imposed by this section of this Act as he may think fit, either by way of payment in the nature of a composition or otherwise.

Marine Insurance Companies.

By Sec. 113 of The Stamp Act, 1882

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(1) The term sea insurance " means any insurance (except re- Marine assurance) made upon any vessel, or upon the machinery, tackle, or insurance furniture of any vessel, or upon any goods, merchandise, or property of companies. any description whatever on board of any vessel, or upon the freight of, or any other interest which may be lawfully insured in or relating to any vessel.

(2) The word "policy" means any instrument, whether executed within or beyond the colony (see Sec. 14 of The Stamp Act 1882 Amendment Act, 1885), whereby a contract or agreement for any sea insurance is made or entered into.

Section 114.-The duty upon any such policy may be denoted by an adhesive stamp, which is to be cancelled by the person by whom the instrument is executed at the time of execution.

By Sec. 8 of The Stamp Act 1882 Amendment Act, 1885 (repealing Sec. 115 of The Stamp Act, 1882)—

Subject as in the next following section mentioned, every contract or agreement for sea insurance shall be expressed in a policy, and every policy shall specify the particular risk or adventure, the names of the subscribers or underwriters, the sum or sums of money insured, and the consideration or premium to be received thereon; and if any of the above-mentioned particulars are omitted to be done, the maker of the contract or policy shall be liable to a penalty of £200.

Section 9.-Nothing in the last-preceding section contained shall prevent any person or association, or any chartered, incorporated, or joint stock company, whether incorporated within the colony or elsewhere, who or which carries on business within the colony and has paid the annual license fee, from making agreements for the issue of policies against marine risk.

Provided that such agreements are made under the hand of a person or persons duly empowered to sign and issue completed policies on behalf of such first-mentioned person, association, or company, and that such agreements shall be valid only for the purpose of compelling the issue of policies in accordance with the terms of such agreements.

Section 10.-Every 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 shall pay or receive money, or give or take credit for, or in any other manner account for money by way of premium on any contract of marine insurance, except the same be in consideration of the value expressed upon a completed and stamped policy, shall be liable to a penalty of £200.

Part I.
Chap. 5.

Marine insurance

companies.

Fees and Stamp Duties.

Nothing in this section contained shall apply to contracts for reinsurance of risks in respect whereof policies have been duly stamped. By Sec. 116 of The Stamp Act, 1882—

No such policy shall be made for any time exceeding twelve months, and every such policy which shall be made for any time exceeding twelve months shall be null and void to all intents and purposes.

By Sec. 3 of The Stamp Act 1882 Amendment Act, 1893 (repealing Sec. 117 of The Stamp Act, 1882, and Sec. 15 of The Stamp Act 1882 Amendment Act, 1885)—

A policy after it is signed or underwritten may be stamped only by the Commissioner or Deputy Commissioner, and then only upon the terms following, that is to say:

(1) Within fourteen days after the same bears date and was executed by the person first executing the same, or within fourteen days after the receipt in the colony of any policy executed beyond the colony, upon payment of the duty without any fine;

(2) After the expiration of the said fourteen days respectively upon payment of the duty and a fine of £10.

By Sec. 118 of The Stamp Act, 1882

Where any sea insurance is made for a voyage and also for time, or to extend to or cover any time beyond thirty days after the ship arrives at her destination and is there moored at anchor in good safety, the policy shall be chargeable with duty as a policy for a voyage, and also with duty as a policy for time. See Sec. 4 of The Stamp Acts Amendment Act, 1895.

Section 119.-Where the separate and distinct interests of two or more persons are insured by one policy for a voyage or for time, such policy shall be liable to duty as a separate policy for each of such interests. Sec. 120.-Every person who

(1) Receives or takes credit for any premium or consideration for any
contract of sea insurance, and does not within thirty days after
receiving or taking credit for such premium or consideration,
make out and execute a duly stamped policy of such insurance;
(2) Makes, executes, or delivers out, or pays or allows in account, or
agrees to pay or allow in account, any money upon or in respect
of any policy not stamped as hereinbefore provided,

shall be liable to a penalty not exceeding £20.

By Sec. 2 of The Stamp Acts Amendment Act, 1894-
The duty payable upon any policy of sea insurance is :-
(1) Upon every policy of sea insurance on any voyage,

for every £100 and every part of £100 thereby insured

(2) Upon every policy of sea insurance for time,

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Threepence

for every £100 and every part of £100 thereby insured-
(a) Where the insurance is made for any time not exceed-
ing six months ..

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Threepence

Sixpence

The company or persons issuing the policy shall be primarily liable

for the payment of such duties.

CHAPTER VI.

Registration of the Company and Certificate of Incorporation.

By Sec. 26 (4) of The Companies Act, 1903—

Part I.

Every Certificate of Incorporation, whether issued before or after the Chap. 6. passing of this Act, shall be conclusive evidence that all statutory requirements in respect of registration and of matters precedent and incidental Registration, thereto have been complied with, and that the association is a company and authorised to be registered and duly registered under this Act, or under Certificate of Incorporation any Act heretofore in force as the case may be.

This section goes further than Sec. 244 of 1882, and covers such cases as are within the dictum of Turner, L.J., in Northumberland and Durham &c., 2 De G. & J. 357, at p. 371 :

"If this company was not authorised to be registered, I take it that the certificate of registration can be of no avail."

In National Debenture &c. Co., 1091, 2 .Ch. 505, Bowen, L.J., said (p. 519) :—

"The certificate of the Registrar cannot cure a fatal blot, which is caused by a smaller number of persons purporting to form a corporate body than the Act of Parliament requires.”

Under the above clause the certificate is conclusive even in such a case.

Under the old clause (Sec. 244 of 1882) it was held that a Memorandum signed by seven foreigners afforded a valid. basis for registration: Princess of Reuss v. Bos, L.R. 5 H.L. 176; in Nassau Phosphate Co., 2 C.D. 610, it was held that an infant being a "person," and his signature not being necessarily inoperative and void, was effectual. In the latter case Hall, V.C., said (p. 614)

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"The Memorandum having been signed by seven persons is taken to the Registrar for the purpose of registration It is not for him to enquire whether the persons subscribing to it are infants. The Memorandum being delivered to him he, as in duty bound, proceeds to register it."

And see Laxon's case, 1892, 3 Ch. 555.

In Peel's case, 2 Ch. 674, Lord Cairns said (p. 682) :

"The Registrar, if he performs his duty carefully, will be the guardian of the public interest by seeing that the Memorandum is properly executed and properly brought for registration."

Part I.
Chap. 6.

Registration, and

Registration and Certificate of Incorporation.

Section 3 (2) of 1901 contemplates that the Registrar shall require evidence that the requirements of the statutes have been complied with. It is submitted that a mere general declaration that "the requisitions of the statutes have been complied with " Certificate of is not what is intended by the Legislature, as it appears to be Incorporation the duty of the Registrar, as a public officer, to satisfy himself that every step has been taken which ought to have been taken. As to the case of a certificate obtained by fraud, Lord Halsbury, L.C., in Salomon v. Salomon & Co., 1899, A.C. 22, said (p. 30) :— "I do not at all mean to suggest that, if it could be established that this provision of the statute to which I am adverting had not been complied with, you could not go behind the Certificate of Incorporation to show that a fraud had been committed upon the officer entrusted with the duty of giving the certificate, and that by some proceeding in the nature of a scire facias you could not prove the fact that the company had no real existence."

But where a subscriber to the Memorandum is induced to sign by fraud, not only does the validity of the company's incorporation remain unaffected, but the subscriber himself is unable to escape from liability as a member of the company: Lord Lurgan's case, 1902, 1 Ch. 707.

Whether a certificate obtained by fraud would be conclusive under the new Act, quære.

Carrying on Evidence that a company carries on business under a business as a certain name is evidence of its incorporation under that name : company evidence of R. v. Langton, 2 Q.B.D. 296; R. v. Waldmann, N.Z. 1 C.A. 141. incorporation. A certificate of the incorporation of an English company, English Certificate of purporting to be under the hand of the Registrar of Joint Stock Incorporation Companies in England, is sufficient proof of the incorporation of the company, without proof of the signature of the Registrar or of the official character of the person appearing to have signed it: Shaw Saville &c. v. Timaru Harbour Board, 6 N.Z. 456.

proves itself.

Any certificate of the incorporation of a company given by the Registrar shall be received in evidence as if it were the original certificate (Sec. 12 (1) of 1903).

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