STAMP DUTIES 
353 
(1909), 1 K.B. 677] which related to a resolution passed on 
July 26, 1907, for an increase of capital to an amount not 
exceeding £5,000,000, and two resolutions subsequently 
passed for actual increases of £200,000 and £2,800,000 re- 
spectively, upon which two sums duty was tendered and 
refused, and it was held that duty was payable on the 
£5,000,000. 
Questions have arisen as to the liability to this duty in the 
case of a consolidation or a re-arrangement of the capital 
of a company. The leading case on this subject is the 
Midland Railway Company v. The Attorney-General [(1902), 
A.C. 171], which had reference to a Special Act of Parliament 
by which the Midland Railway Company was authorised 
to re-arrange and consolidate its several descriptions of 
capital, and the effect of the arrangement was that (1) certain 
stocks bearing interest at fixed rates were consolidated into 
one stock bearing a uniform rate of interest, whilst the nominal 
amount of the stock issued to some of the holders was increased 
and (2) the ordinary stock was cancelled and extinguished, and 
in lieu thereof two stocks each for the same amount were 
created as ‘preferred’ and ‘deferred’ ordinary stocks. It was 
held by the House of Lords that in each case the increase in 
the total nominal amount of the stock was an increase in 
respect of which the duty was payable. 
In the same way the taking over by one company of the 
business of another company, in consideration of shares 
issued by the absorbing company upon an authority by 
statute to increase its capital, was held to involve a liability 
to the payment of duty by this company [Great Northern 
Piccadilly and Brompton Ry. Co. v. A.-G. (1909), A.C. 1]. 
In the case of a registered company the statement is to 
be delivered to the Registrar of Companies, and the duty on 
the first capital is payable on registration, and on any in- 
crease is payable within fifteen days after the passing of the 
resolution by which the capital is increased. 
In the case of any other corporation or company the 
statement is to be delivered to the Commissioners of Inland 
Revenue within one month after the date of the formation of 
the corporation or company or of the increase being authorised. 
Since the coming into force of the Finance Act, 1927, it will, 
however, generally be possible to secure a substantial reduction 
of the duty payable on the statement of nominal share capital 
on a reconstruction or amalgamation [see s. 55 of the Finance 
Act, 1927, as amended by s. 31 of the Finance Act, 1928, and 
supra, p 210)