|
|
[Home] [Databases] [World Law] [Search] [Feedback] | |
Northern Irish Legislation |
||
| You are here: BAILII >> Databases >> Northern Irish Legislation >> FINANCE (MISCELLANEOUS PROVISIONS) (NORTHERN IRELAND) ORDER 1973 | ||
[Index] [Table] [Search] [Notes] [Noteup] [Previous] [Download] [Help]
[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
© 1973 Crown Copyright
BAILII:
Copyright Policy |
Disclaimers |
Privacy Policy |
Feedback
URL: http://www.bailii.org/nie/legis/num_act/fpio1973541/s1973.html