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.