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.