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FINANCE (MISCELLANEOUS PROVISIONS) (NORTHERN IRELAND) ORDER 1973

FINANCE (MISCELLANEOUS PROVISIONS) (NORTHERN IRELAND) ORDER 1973 -
LONG TITLE

[27th July 1973]
[{5}estate duty] or stamp duty C >>( a ) references to the Stock
Exchange, London or the London Stock Exchange, a stock exchange in
the United Kingdom or a recognised stock exchange in the United
Kingdom shall be construed as references to the The Stock Exchange;
C >>( b ) references to quotation on a stock exchange in the
United Kingdom or a recognised stock exchange in the United Kingdom
shall be construed as references to listing in the Official List of
The Stock Exchange; and C >>( c ) references to a member of a
stock exchange in the United Kingdom shall be construed as
references to a member of The Stock Exchange; B and those
enactments shall have effect subject to the amendments specified in
Schedule 3. N >> Para.(2) Commencement N >> Art.13 rep. by 1976 NI
21 art.18 sch.3. Art.14 rep. by 1977 NI 28 art.63(3) sch.17. Art.15
amends s.3 of 1971 c.34 (NI). Art.16, with Schedule 4, effects
repeals /]
levant document falling within the said sub-paragraph (1) is less
than the nominal value of the shares in the capital company
belonging to the members of the company at the time of the
transaction to which the relevant document relates, duty shall be
chargeable under that Article, in the case of that document, on an
amount equal to that nominal value.

8. Notwithstanding anything in the preceding provisions of this Part,
in determining, in the case of any document, the amount on which
duty is chargeable under Article 8(5), no account shall be taken,
except as provided in paragraph 5, of

(a)the amount of the assets contributed to a capital company by a
member whose liability for the company's obligations is unlimited; or

(b)the share of such a member in the company's assets.

9.(1) Subject to the following provisions of this paragraph, a
chargeable transaction falling within paragraph 1(b) (in this
paragraph referred to as "the relevant transaction") shall be an
exempt transaction for the purposes of Article 8 if it is shown to
the satisfaction of the Ministry that

(a)less than four years before the relevant transaction occurred, the
nominal capital of the capital company concerned was reduced by any
amount (in this paragraph referred to as "the amount of the
reduction") as a result of losses sustained; and

(b)either there has been in the interim period no chargeable
transaction falling within paragraph 1(b) in relation to the capital
company concerned or the total of the increases in that company's
capital which have been effected in the interim period by any such
chargeable transaction (or transactions) is less than the amount of
the reduction;

(2) If

(a)the relevant transaction is an exempt transaction by virtue of
sub-paragraph (1); and

(b)the increase in the capital of the capital company concerned
which is effected by the relevant transaction, taken with the
increases (if any) which have been effected in the company's capital
in the interim period as mentioned in paragraph (b) of that
sub-paragraph, exceeds the amount of the reduction;

(3) In any case where the reduction in nominal capital referred to
in paragraph (a) of sub-paragraph (1) occurred on or before 31st
July 1973, references in paragraph (b) of that sub-paragraph to a
chargeable transaction falling within paragraph 1(b) include references
to a transaction which occurred before that date but which would
have been such a chargeable transaction if this Schedule had been
in force when the transaction occurred.

(4) If, in the case of the relevant transaction, it appears to the
Ministry that the amount of the reduction in nominal capital
referred to in sub-paragraph (1)(a) is greater than the total of
the losses as a result of which the reduction occurred,
sub-paragraphs (1) and (2) shall have effect as if for references
to the amount of the reduction there were substituted references to
the total of those losses.

(5) For the purposes of this paragraph, the increase in a company's
capital effected by a transaction falling within sub-paragraph (1)(b)
shall be

(a)the actual value of assets of any kind contributed, on the
occasion of the transaction, by the members of the capital company
to which the transaction relates; or

(b)the nominal value of the shares in that capital company allotted
on the occasion of the transaction;

10.(1) A chargeable transaction shall be an exempt transaction for
the purposes of Article 8(5) if it is shown to the satisfaction of
the Ministry

(a)that, by virtue of the transaction, a capital company which is
in the process of being formed or which is already in existence

(i)has acquired share capital of another capital company to the
extent that, after the transaction, not less than 75 per cent. of
the issued share capital of that other company is beneficially owned
by the first company; or

(ii)has acquired the whole or any part of the undertaking of
another capital company; and

(b)that the conditions specified in sub-paragraph (2) are fulfilled
in relation to the transaction;

(2) The conditions referred to in sub-paragraph (1) are

(a)that the place of effective management or the registered office
of the acquired company is in a member State; and

(b)that so much, if any, of the consideration (taking no account of
such part thereof as consists of the assumption or discharge by the
acquiring company of liabilities of the acquired company) for the
acquisition referred to in that sub-paragraph as does not consist

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

(ii)where the whole or any part of the undertaking is to be
acquired, of the issue of shares in the acquiring company to the
acquired company or to holders of shares in the acquired company;

(b)consists wholly of a payment in cash which does not exceed 10
per cent. of the nominal value of the shares which make up the
balance of the consideration.

(3) If, at any time within the period of five years beginning with
the occurrence of a chargeable transaction which is an exempt
transaction falling within paragraph (a)(i) of sub-paragraph (1), the
acquiring company

(a)ceases to retain at least 75 per cent. of the issued share
capital of the acquired company; or

(b)disposes of any of the shares in the acquired company which it
held immediately after the occurrence of the chargeable transaction;

(i)by a transfer forming part of a chargeable transaction which is
itself an exempt transaction by virtue of any provision of
sub-paragraph (1); or

(ii)in the course of the winding-up of the acquiring company.

(4) If sub-paragraph (3) applies, then, within one month of the
date on which the holding of share capital referred to in paragraph
(a) of that sub-paragraph first falls below 75 per cent. or, as
the case may be, the date of the first disposal of any of the
shares referred to in paragraph (b) of that sub-paragraph (in this
paragraph referred to as "the date of charge"), there shall be paid
to the Ministry duty corresponding to the stamp duty which would
have been charged under Article 8(5) on the relevant document if
the chargeable transaction had not been an exempt transaction.

(5) If sub-paragraph (4) applies, paragraph (7) of Article 8 shall
apply

(a)as if the chargeable transaction had never been an exempt
transaction; and

(b)as if for the reference in the said paragraph (7) to the date
of the transaction there were substituted a reference to the date
of charge;

[(6) This paragraph applies also where the acquired company is a
corporation or body of persons which is not a capital company for
the purposes of this Schedule but which is treated as such in
another member State; and paragraph 3(1) above shall apply for the
interpretation of this sub-paragraph as it applies for the
interpretation of paragraph 1 above.]

11. Where, in pursuance of a compromise or arrangement falling
within section 197 of the Companies Act (Northern Ireland) 1960 or
otherwise, shares in a capital company are allotted to any persons
in consideration of either the surrender by them or the cancellation
of their shares in another company, then, for the purposes of Parts
I to III, the shares so surrendered or cancelled shall be treated
as being acquired by the capital company in exchange for the shares
so allotted and, accordingly, as being assets contributed by those
persons.

12. If, on the occasion of a chargeable transaction falling within
any of sub-paragraphs (a) to (c) of paragraph 1, any person
undertakes to contribute assets of any kind to a capital company at
some future time, whether certain or uncertain, then

(a)for the purposes of the application of paragraph 4 in relation
to that chargeable transaction, the giving of the undertaking shall
not be treated as the contribution of an asset to the capital
company; and

(b)if, apart from this sub-paragraph, the making of a contribution
to the assets of the capital company concerned in pursuance of the
undertaking would not be a chargeable transaction, it shall be
deemed, for the purposes of Article 8 and this Schedule, to be a
chargeable transaction falling within paragraph 1(c).

13. To the extent that the conveyance or transfer of assets to a
capital company forms part of a chargeable transaction falling within
paragraph 1(a) or (b) and is made in consideration of the issue of
shares in the company, no stamp duty shall be chargeable under the
heading "Conveyance or Transfer on sale" in Schedule 1 to the Stamp
Act 1891 on any instrument giving effect to the conveyance or
transfer except in so far as the consideration is referable to the
conveyance or transfer of

(a)stocks or securities; or

(b)the whole or any part of an undertaking; or

(c)any estate in land.

Part V (para.14) amends s.58 of 1960 c.22 (NI)

Schedule 3Amendments. Schedule 4Repeals