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FINANCE ACT (NORTHERN IRELAND) 1928

FINANCE ACT (NORTHERN IRELAND) 1928 - LONG TITLE

An Act to grant a duty of Excise upon certain licences, and to
amend the law relating to certain other duties of Excise and to
stamp duty{1}.
[4th June 1928]
S.1 rep. by 1971 c.13 (NI) s.86(5) sch.12 Pt.I. S.2 rep. by 1952
c.44 s.320 sch.12 Pt.II. S.3 rep. by 1953 c.24 (NI) s.80 sch.4

Relief from capital and transfer stamp duty in case of
reconstructions or amalgamations of companies.

FINANCE ACT (NORTHERN IRELAND) 1928 - SECT 4

4.[(1) If in connection with a scheme for the reconstruction of any
company or companies or the amalgamation of any companies it is
shown to the satisfaction of the Ministry of Finance that there
exist the following conditions, that is to say:

(a)that a company with limited liability is to be registered, or
that since the fourth day of June, nineteen hundred and
twenty-eight, a company has been incorporated by letters patent or
Act of Parliament, or the nominal share capital of a company has
been increased;

(b)that the company (in this section referred to as "the transferee
company") is to be registered or has been incorporated or has
increased its capital with a view to the acquisition either of the
undertaking of, or of not less than ninety per cent. of the issued
share capital of, any particular existing company;

(c)that the consideration for the acquisition (except such part
thereof as consists in the transfer to or discharge by the
transferee company of liabilities of the existing company) consists
as to not less than ninety per cent. thereof

(i)where an undertaking is to be acquired, in the issue of shares
in the transferee company to the existing company or to holders of
shares in the existing company; or

(ii)where shares are to be acquired, in the issue of shares in the
transferee company to the holders of shares in the existing company
in exchange for the shares held by them in the existing company;

Para.(A) rep. by 1973 NI18 art.16 sch.4

(B) Stamp duty under the heading "Conveyance or Transfer on Sale"
in the First Schedule to the Stamp Act, 1891, shall not be
chargeable on any instrument made for the purposes of or in
connection with the transfer of the undertaking or shares, or on
any instrument made for the purposes of or in connection with the
assignment to the transferee company of any debts, secured or
unsecured, of the existing company, nor shall any such duty be
chargeable under section twelve of the Finance Act, 1895, on a copy
of any Act of Parliament, or on any instrument vesting, or relating
to the vesting of, the undertaking or shares in the transferee
company:

Provided that

(a)no such instrument shall be deemed to be duly stamped unless
either it is stamped with the duty to which it would but for this
section be liable or it has in accordance with the provisions of
section twelve of the Stamp Act, 1891, been stamped with a
particular stamp denoting either that it is not chargeable with any
duty or that it is duly stamped; and

(b)in the case of an instrument made for the purposes of or in
connection with a transfer to a company within the meaning of the
Companies Act (Northern Ireland), 1932, the provisions of paragraph
(B) of this sub-section shall not apply unless the instrument is
either

(i)executed within a period of twelve months from the date of the
registration of the transferee company or the date of the resolution
for the increase of the nominal share capital of the transferee
company, as the case may be; or

(ii)made for the purpose of effecting a conveyance or transfer in
pursuance of an agreement which has been filed, or particulars of
which have been filed, with the registrar of companies for Northern
Ireland within the said period of twelve months; and

(c)the foregoing provision with respect to the release and assignment
of debts of the existing company shall not, except in the case of
debts due to banks or to trade creditors, apply to debts which
were incurred less than two years before the proper time for making
a claim for exemption under this section.]

(2) For the purposes of a claim for exemption under paragraph (B)
of sub-section (1) of this section, a company which has, in
connection with a scheme of reconstruction or amalgamation, issued
any unissued share capital shall be treated as if it had increased
its nominal share capital.

(3) A company shall not be deemed to be a particular existing
company within the meaning of this section unless it is provided by
the memorandum of association of, or the letters patent or Act
incorporating, the transferee company that one of the objects for
which the company is established is the acquisition of the
undertaking of, or shares in, the existing company, or unless it
appears from the resolution, Act or other authority for the increase
of the capital of the transferee company that the increase is
authorised for the purpose of acquiring the undertaking of, or
shares in, the existing company.

Subs.(4) rep. by 1973 NI18 art.16 sch.4

(5) Where a claim is made for exemption under this section, the
Ministry of Finance may require the delivery to it of a statutory
declaration, made by a solicitor of the Supreme Court, in such form
as the said Ministry may direct, and of such further evidence, if
any, as the said Ministry may reasonably require.

(6) If

(a)where any claim for exemption from duty under this section has
been allowed, it is subsequently found that any declaration or other
evidence furnished in support of the claim was untrue in any
material particular, or that the conditions specified in sub-section
(1) of this section are not fulfilled in the reconstruction or
amalgamation as actually carried out; or

(b)where shares in the transferee company have been issued to the
existing company in consideration of the acquisition, the existing
company within a period of two years from the date, as the case
may be, of the registration or incorporation, or of the authority
for the increase of the capital, of the transferee company ceases,
otherwise than in consequence of reconstruction, amalgamation or
liquidation, to be the beneficial owner of the shares so issued to
it; or

(c)where any such exemption has been allowed in connection with the
acquisition by the transferee company of shares in another company,
the transferee company within a period of two years from the date
of its registration or incorporation or of the authority for the
increase of its capital, as the case may be, ceases, otherwise than
in consequence of reconstruction, amalgamation or liquidation, to be
the beneficial owner of the shares so acquired;

(7) If in the case of any scheme of reconstruction or amalgamation
the Ministry of Finance is satisfied that at the proper time for
making a claim for exemption from duty under sub-section (1) of
this section there were in existence all the necessary conditions
for such exemption other than the condition that not less than
ninety per cent. of the issued share capital of the existing
company would be acquired by the transferee company, the said
Ministry may, if it is proved to its satisfaction that not less
than ninety per cent. of the issued capital of the existing company
has under the scheme been acquired within a period of six months
from the earlier of the two following dates, that is to say

(a)the last day of the period of one month after the first
allotment of shares made for the purposes of the acquisition; or

(b)the date on which an invitation was issued to the shareholders
of the existing company to accept shares in the transferee company;

(8) In this section, unless the context otherwise requires

References to the undertaking of an existing company include
references to a part of the undertaking of an existing company:

The expression "shares" include stock.

FINANCE ACT (NORTHERN IRELAND) 1928 - SECT 5
Provision as to stamp duty on powers of attorney.

5. No instrument chargeable with stamp duty under the heading
"Letter or Power of Attorney, and Commission, Factory, Mandate, or
other instrument in the nature thereof" in the First Schedule to
the Stamp Act, 1891, shall be charged with duty more than once by
reason only that more persons than one are named in the instrument
as donors or donees (whether jointly, severally or otherwise), of
the powers thereby conferred or that those powers relate to more
than one matter.

S.6 rep. by 1948 c.15 (NI) s.17 sch.2

Construction and short title.

FINANCE ACT (NORTHERN IRELAND) 1928 - SECT 7

7.Subs.(1) rep. by 1954 c.33 (NI) s.48(1) sch.

(2) References in this Act to the Ministry of Finance shall be
construed as references to that Ministry acting in the execution of
the powers transferred to it either from the Commissioners of Inland
Revenue or from the Commissioners of Customs and Excise (as the
case may require), and as including references to any officer of a
department of the Government of the United Kingdom who is acting in
the execution of any such powers on behalf of that Ministry by
virtue of an arrangement under section sixty-three of the Government
of Ireland Act, 1920.

(3) This Act may be cited as the Finance Act (Northern Ireland),
1928.