378 SECRETARIAL PRACTICE
same stamp duty as would have been payable if the contract
had been reduced to writing.

In the case of a contract reduced to writing it was held
on June 22, 1906, in the case of Rex v. Registrar of Joint
Stock Companies, ex parte Platt (K.B.D. not reported), that
the Registrar was entitled to refuse to file a contract relating
to the allotment of shares which does not show the true
consideration for which the shares have been allotted, and
it is provided in sub-s. (2) of s. 42 of the Act of 1929 that in
the case of a contract not reduced to writing the Registrar
may as a condition of filing the particulars (which are deemed
an instrument within the meaning of the Stamp Act, 1891)
require that the duty payable thereon shall be adjudicated.

Where a contract for sale is in consideration of a sum of
money and this sum is satisfied by a bill of exchange, the
allotment of fully paid shares in exchange for the bill of
exchange is not an allotment for a consideration other than
cash [R. v. Registrar of Joint Stock Companies, ex parte Platt,
not reported].

Liquidator in A liquidator in the voluntary winding-up of a company is

Voluntary an officer of the company within the meaning of the section,

Winding UP. aq it is his duty to pay out of the assets of the company
the stamp duty in respect of any unfiled contract constituting
the title of an allottee of shares allotted as fully or partly
paid up otherwise than in cash and to file the contract [In re
X Company, Limited, (1907), 2 Ch. 92].

By s. 281 of the Companies Act, 1929, certain documents
relating to the property of a company are exempt from stamp
duty in the case of a winding up by the Court and a creditors’
voluntary winding up.

The only other section in the stamp laws which it is neces-
sary to refer to in connection with the duties and liabilities
of secretaries of companies is s. 21 of the Stamp Duties
Management Act, 1891, which is as follows: —

Any person who practises or is concerned in any fraudu-
lent act, contrivance, or device not specially provided
for by law with intent to defraud Her Majesty of any
duty shall incur a fine of £50.

This penalty has been enforced more than once against the
secretary of a company who had been foolish enough to act
ander pressure or to study the interests of persons concerned
with the company rather than those of the revenue, with the
result that stamp duty had been evaded.