‘When I come to consider the purpose of this section, and to see why there is to be immunity and exemption from transfer stamp duty, I find that it is because the old company is really represented or replaced by the new company, and the shareholders in the new company are to be in substance the shareholders of the old company. It is because there has been not an out-an-out transfer for cash but merely a reconstitution of the same corporators in a new company. Bearing that principle in mind and realising that the test is to see whether or not there is a real identity as to not less than 90% of the shareholders, I come to the conclusion that the meaning of the word ‘issue’ is something more than the mere giving of an allotment letter to an old shareholder enabling him to vote with the shares offered to him at his valition.’
Citations:
[1933] 1 KB 134
Statutes:
Cited by:
Cited – Mytravel Group Plc, Re Companies Act 1985 ChD 24-Nov-2004
The company sought approval of a proposed reconstruction under the section.
Held: Approval could not be given. To count as a reconstruction two principal qualities were required. The business carried on should be the same or similar, and those . .
Lists of cited by and citing cases may be incomplete.
Stamp Duty
Updated: 30 April 2022; Ref: scu.220253