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to evade the provisions of this Act, shall be deemed guilty of a misdemeanor, and upon conviction thereof shall be punished by a fine not exceeding fifty dollars, or by imprisonment not exceeding six months, or both, in the discretion of the court, and such instrument, document, or paper, not being stamped according to law, shall be deemed invalid and of no effect.

SEC. 14. That hereafter no instrument, paper, or document required by law to be stamped, which has been signed or issued without being duly stamped, or with a deficient stamp, nor any copy thereof, shall be recorded or admitted, or used as evidence in any court until a legal stamp or stamps, denoting the amount of tax, shall have been affixed thereto, as prescribed by law; Provided, That any bond, debenture, certificate of stock, or certificate of indebtedness issued in any foreign country shall pay the same tax as is required by law on similar instruments when issued, sold or transferred in the United States; and the party to whom same is issued or by whom it is sold or transferred, shall, before selling or transferring the same, affix thereon the stamp or stamps indicating the tax required.

SEC. 15. That it shall not be lawful to record or register any instrument, paper, or document required by law to be stamped unless a stamp or stamps of the proper amount shall have been affixed and canceled in the manner prescribed by law; and the record, registry, or transfer of any such instruments upon which the proper stamp or stamps aforesaid shall not have been affixed and canceled as aforesaid shall not be used in evidence.

Schedule A.

(Provisions especially applicable to corporations.)

Bonds, debentures, or certificates of indebtedness issued after the first day of July, Anno Domini eighteen hundred and ninety-eight, by any association, company, or corporation, on each hundred dollars of face value or fraction thereof,

..

and on each original issue, whether on organization or reorgan-
ization, of certificates of stock by any such association, company,
or corporation, on each hundred dollars of face value or fraction
thereof,

The stamp should be placed on the face of the certificate of stock.
A safe rule to apply in determining whether it is an original issue is to
ask: Does the certificate in question increase the outstanding stock
(either common or preferred) of the corporation? If the answer is Yes,
a stamp is required, otherwise not. This applies to all stock originally
issued, whether on organization or reorganization. If preferred stock is
issued in exchange for common, or vice versa, it is a question whether a
stamp is required.

The tax is computed on the nominal face value of the certificate as a
whole, without regard to the par value of each share or the amount that
has been paid into the treasury of the company thereon. (Commission-
er's ruling.)

Only on certificates of stock of original issues is the stamp required to be placed on the face of the certificate. In all other cases the stamp should be placed on the back of the old certificate, on the memorandum of sale or on the transfer book itself, as provided below. and on all sales, or agreements to sell, or memoranda of sales or deliveries or transfers of shares or certificates of stock in any association, company or corporation, whether made upon or shown

5 cents,

5 cents,

by the books of the association, company, or corporation, or by any assignment in blank, or by any delivery, or by any paper or agreement or memorandum or other evidence of transfer or sale whether entitling the holder in any manner to the benefit of such stock, or to secure the future payment of money or for the future transfer of any stock, on each hundred dollars of face value or fraction thereof,

A power of attorney on the back of a certificate of stock to transfer shares requires a twenty-five-cent stamp as a power of attorney in addition to the tax on the transfer at the rate of two cents per $100. (Commissioner's ruling.)

Where the owner of stock merely surrenders his certificate and takes a number of certificates in his own name in exchange for it, there is no transfer and no stamp is required. (Commissioner's ruling.)

Where stock is pledged as collateral to a loan, the stamp tax is to be reckoned not on the face value of the certificate or securities, but on the amount of money loaned above $1,000. (Commissioner's ruling.)

The stamp should be affixed to the note accompanying the pledge, and the note should also be stamped as a note. (Commissioner's ruling.)

2 cents;

Provided, That in case of sale where the evidence of transfer is shown only by the books of the company the stamp shall be placed upon such books; and where the change of ownership is by transfer certificate the stamp shall be placed upon the certificate; and in cases of an agreement to sell or where the transfer is by delivery of the certificate assigned in blank there shall be made and delivered by the seller to the buyer a bill or memorandum of such sale, to which the stamp shall be affixed; and every bill or memorandum of sale or agreement to sell before mentioned shall show the date thereof, the name of the seller, the amount of the sale, and the matter or thing to which it refers. And any person or persons liable to pay the tax as herein provided, or any one who acts in the matter as agent or broker for such person or persons, who shall make any such sale, or who shall in pursuance of any such sale deliver any such stock, or evidence of the sale of any such stock or bill or memorandum thereof, as herein required, without having the proper stamps affixed thereto, with intent to evade the foregoing provisions shall be deemed guilty of a misdemeanor, and upon conviction thereof shall pay a fine of not less than five hundred nor more than one thousand dollars, or be imprisoned not more than six months, or both, at the discretion of the court. Bond: For indemnifying any person or persons, firm, or corporation who shall have become bound or engaged as surety for the payment of any sum of money, or for the due execution or performance of the duties of any office or position, and to account for money received by virtue thereof, and all other bonds of any description, except such as may be required in legal proceedings, not otherwise provided for in this schedule, 50 cents. Certificate of profits, or any certificate or memorandum showing an interest in the property or accumulations of any associa

tion, company, or corporation, and on all transfers thereof, on

each one hundred dollars of face value or fraction thereof, . . 2 cents. Certificates of any description required by law not otherwise specified in this act,

This includes original and amended certificates of incorporation, certificates of payment of capital stock, certificates of change of location of principal office, as well as all other certificates required by the General Corporation Act.

The acknowledgment to a certificate of incorporation also requires a ten-cent stamp. (Commissioner's ruling.)

The certificate of a county clerk attached to a certificate of acknowledgment requires a ten-cent stamp.

Conveyance: Deed, instrument, or writing whereby any lands, tenements, or other realty sold shall be granted, assigned, transferred, or otherwise conveyed to, or vested in, the purchaser or purchasers, or any other person or persons, by his, her, or their direction, when the consideration or value exceeds one hundred dollars and does not exceed five hundred dollars,

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and for each additional five hundred dollars or fractional part thereof in excess of five hundred dollars, Mortgage or pledge, of lands, estate, or property, real or personal, heritable, or movable, whatsoever, where the same shall be made as a security for the payment of any definite and certain sum of money, lent at the time or previously due and owing or foreborne to be paid, being payable; also any conveyance of any lands, estate, or property whatsoever, in trust to be sold or otherwise converted into money, which shall be intended only as security, either by express stipulation or otherwise; on any of the foregoing exceeding one thousand dollars and not exceeding one thousand five hundred dollars.

10 cents.

50 cents,

50 cents.

.. 25 cents,

and on each five hundred dollars or fractional part thereof in excess of fifteen hundred dollars,

... 25 cents;

Provided, That upon each and every assignment or transfer of a mortgage, lease, or policy of insurance, or the renewal or continuance of any agreement, contract, or charter, by letter or otherwise, a stamp duty shall be required and paid at the same rate as that imposed on the original instrument. Power of attorney or proxy for voting at any election for officers of any incorporated company or association, except religious, charitable, or literary societies, or public cemeteries

If any business other than the election of officers is authorized to be voted on under the proxy it requires a twenty-five-cent stamp as a general power of attorney. (Commissioner's ruling.)

When several stockholders join in executing one proxy one stamp is sufficient. (Commissioner's ruling.)

Power of attorney to sell and convey real estate, or to rent or lease the same, to receive or collect rent, to sell or transfer any stock, bonds, scrip, or for the collection of any dividends or interest thereon, or to perform any and all other acts not hereinbefore specified.

10 cents.

25 cents.

INDEX TO FORMS.

[The numbers refer to pages.]

Affidavits of publication of certificates on dissolution, 318.
Acknowledgment of certificate of incorporation, 190.
Agent, appointment of, in charge of principal office, 296.
Agreement to take stock in corporation to be formed, 179.
for sale of property in exchange for stock, 294.
underwriting, 179.

option, 182, 183, 186.

of consolidation and merger, 311.

Amendment of charter, certificates of, 305–308.
Annual meeting of stockholders, notice of, 300.
reports of directors, officers, etc., 302, 303.

Appointment of agent in charge of principal office, 296.

Assessment of stock, 291, 297, 298.

Assessors, annual report to state board of, 303.

Assignment of stock on back of certificate, 310.

subscription, 296.

Authentication of certificate of acknowledgment taken out of New Jersey, 23.
Bond of treasurer, 294.

By-laws, forms of, 259, 263, 269, 277.

statutory matters to be contained in, 258

Call of meeting by three stockholders, 302.

Certificate of incorporation, 189.

OBJECT CLAUSES

191-220.

FOR SPECIFIC COMPANIES (alphabetically arranged),

GENERAL CLAUSES, 220-225.

STOCK PREFERENCE CLAUSES, 225-235.

Preferred, non-cumulative, 225-6.

cumulative, 226-31.

Founders' shares, 233.

Deferred stock debentures, 234.

CLAUSES REGULATING BUSINESS, ETC., 235-242.

Certificate of amendment of charter, before payment of capital, 305.

after payment of capital, 306.

change of location of principal office, 308.

name, 306.

nature of business, 306.

par value of shares, 306.

dissolution, by vote of directors and consent of two-thirds of

stock, 320.

INDEX TO FORMS.

[The numbers refer to pages.]

Certificate of amendment by unanimous consent of stockholders, 318.
issued by secretary of state, 319.

filing of consent to dissolution, issued by secretary of state, 323.
increase of capital stock, 306.

inspectors, 292.

payment of capital stock, 298.

additional capital stock, 299.

stock, common, 308.

preferred, 309.

common or preferred, 310.

substitution of agent of foreign corporation, 325.
surrender of corporate franchises, 317.

Change of name, certificate of, 306.

Charter-see Certificate of incorporation.

of Federal Steel Company, 242.

of National Steel Company, 246.

of American Ship Building Company, 252.

Consolidation, agreement, etc., of, 311.
Debentures, deferred stock, clause for, 234.

Decrease of capital stock, certificate of, 306.

Directors, first meeting of, suggestions for, 285.

minutes for, 288.

list of, on dissolution, 322.

Dissolution, certificates of, 317-24.

Foreign corporation, statement by, 324.

substitution of agent of, 325.

Founders' shares, clause for, 233.

Franchise, certificate of surrender of, 317.

Incorporators' meeting, matters to be transacted at, 284.
minutes of, 286.

Increase of capital stock, certificate of, 306.

Inspectors' oath and certificate, 292.

List of directors, etc., at time of dissolution, 322.

Meeting of directors, first, suggestions for, 285.

minutes for, 288.

incorporators, suggestions for, 284.

minutes for, 286.

stockholders, annual or special, 300.

minutes for, 301.

Minutes for meetings of directors, incorporators and stockholders, 286.

288, 301.

Notice of annual meeting of stockholders, 300.

assessment of stock, 297.

waiver of, 291.

sale of stock for non-payment of assessment, 298.

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