FINANCE ACT (NORTHERN IRELAND) 1928

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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.
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Northern Irish Legislation

FINANCE ACT (NORTHERN IRELAND) 1928 - SECT 4
