354 SECRETARIAL PRACTICE
instruments first executed abroad which may be stamped
without penalty at any time within thirty days after being
first received in the United Kingdom. The rules on this
subject are set forth in s. 15 of the Stamp Act, 1891, as
amended by s. 15 of the Finance Act, 1895. As regards
instruments not attracting ad valorem duty the waiver of a
penalty in case the documents are not stamped within the
periods above mentioned is at the discretion of the
commissioners.

Dealing with the subject of the charge of stamp duties
with which secretaries of companies are more immediately
concerned, it may be well considered that the first in im-
portance of these duties as affecting secretaries of companies
is that which must be paid on the registration of a company.
These duties affect the memorandum and articles of asso-
ciation and the capital of the company.

Memo- The Companies Act, 1929, provides in s. 3 that the memo-

anit aga randum of association, and in s. g that the articles of associa-

Association tion, shall in each case bear the same stamp duty as if it were

"a deed. This duty is 10s.

Capital Duty. The duty on the capital of a company was first charged in
1888, and was confined to share capital. It was extended in
1899 to loan capital.

The principal enactments now existing as respects share
capital are contained in ss. 112 and 113 of the Stamp Act,
1891. Of these sections the first relates to the capital of
companies registered with limited liability under the Com-
panies Acts, and the second, as amended by s. 12 of the
Finance Act, 1896, relates to the capital of every other
corporation or company where the liability of the shareholders
is limited. The liability to duty extends in both cases to
any increase of the authorised capital, and the duty now
payable is charged at the rate of £1 per cent. by s. 39 of the
Finance Act, 1920. The duty is payable upon a statement
of the amount of the nominal share capital. The expression
‘nominal share capital’ was held in 1893 {4.-G. v. Milford
Docks Co., 69 L.T.R. 453] to mean the capital of the share-
holders, whether divided into shares or stock, as distin-
guished from borrowed capital. The increase of registered
capital means an increase of the maximum amount of capital
which a company has power to issue, and if a resolution is
passed for an increase to a particular sum the duty is payable
immediately on this sum, although at the time of the passing
of the resolution the issue of a portion of this increase is
alone contemplated. The position in this matter is clearly
defined in a case [A.-G. v. Anglo-Argentine Tramway Co.

Share
Capital.