Full text: Secretarial practice

PROSPECTUS AND ALLOTMENT 55 
to their existing holdings, a circular letter is commonly sent 
out accompanied by a specific offer to each individual holder, 
on which is a form of acceptance of the offer, with receipt for 
the first instalment attached. If it is desired that the share- 
holder or debenture holder should be able to renounce his 
right and nominate another person to exercise it, the form 
may include a letter of renunciation. Form 15 may be 
used for this purpose, either wholly or in part, according to 
the circumstances of the case. 
An allotment letter requires a penny stamp if the value of 
the shares allotted is less than £5, and a sixpenny stamp 
(impressed) if the value is £5 or over. The same scale of 
duty applies to letters of renunciation, but the stamp may 
be adhesive even if the value is over £5 (Finance Act, 1899, 
62 & 63 Vict. c. 9, s. 9) The fractional part of a share must 
be stamped on the same basis, both in the case of letters of 
allotment and letters of renunciation (Revenue Act, 1909, 
9 Ed. VII, c. 43, s. 9).- The bankers’ receipt, if attached to 
the allotment letter, does not require a separate stamp 
[London & Westminster Bank v. Inland Revenue Commissioners 
(1900), 1 Q.B. 166]. 
Inasmuch as the agreement to become a member is often 
constituted by application and allotment, and agreement to 
become a member followed by entry on the register con- 
stitutes membership of a company (s. 25) with all its attendant 
rights and liabilities, it is important to appreciate the effect 
of a number of legal decisions on the subjects of application 
and allotment. 
The following are amongst the chief points to be observed 
with regard to an application for shares: 
It need not be in writing [Levita’s Case (1867), 3 Ch. App. 
36]. It may be withdrawn before acceptance, but the offer 
remains open until the letter of revocation is actually received 
[Byrne v. Van Tienhoven (1880), 5 C.P.D. 344]. The with- 
drawal need not be in writing; and may be communicated 
to the secretary, or, in his absence, even to a clerk in charge 
[Truman's Case (1894), 3 Ch. 272}. The doing of some act 
inconsistent with the continuance of the offer, done to the 
knowledge of the company, may be an effective withdrawal 
[Dickinson v. Dodds (1876), 1 Ch. D. 463]. The application 
may be made by an agent [Hannan’s Empress Co. (1896), 
2 Ch. 643]; but unless the agent informs the company that he 
takes the shares as agent and not as principal he may be 
personally liable in respect of them [Southampton Steamboat 
Company (1864), 4 De G.J. & S. 200]. Moreover, if the 
allotment is made to the agent and he renounces in favour of 
Decisions 
as fo 
Applications.
	        
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