APPENDIX. Rules of State Comptroller's Office.* Taxes on Stock Transfers. Chapter 241, Laws of 1905, went into operation June 2d following its enactment. Pursuant to the statute, and under decisions made by this department in administering the law, the following regulations will govern the imposition and collection of taxes upon transfers of stock: 1. A tax is imposed on all sales, agreements to sell, deliveries, or transfers, of shares or certificates of stock in any domestic or foreign association, company or corporation. 2. The unit upon which a tax is imposed is one hundred dollars par value, and the minimum tax is two cents thereon. 3. Where the par value exceeds one hundred dollars, an additional tax of two cents is required for each additional one hundred dollars of par value or fraction thereof. 4. Where the evidence of transfer is shown only by the books of the company, the tax stamp must be placed upon such books, where the transfer is by a certificate of stock delivered to a person named thereon as assignee, the stamp must be placed upon such certificate; where the tax is upon an agreement to sell stock, or where the transfer is by delivery of the certificate assigned in blank, there must be a delivery by the seller to the buyer of a bill or memorandum of sale to which the stamp must be affixed. 5. Any transfer of stock of which a record is kept or which should be entered in books within this State, or a memorandum of sale or agreement therefor delivered between the parties here, is subject to a tax. The residence of the parties to the transaction is immaterial, as is also the place where the negotiations occurred which culminated in a sale. *These rules have not been fully revised owing to the pendency of certain questions, and it will therefore be advisable to cummunicate with the State Comptroller in all cases of doubt. 7. Every bill or memorandum of sale, agreement to sell, or sale ticket, executed, must show the date thereof, name of the seller, amount of sale, and the matter or thing to which it refers. 8. Every stamp used to denote payment of the tax must be cancelled by the user by writing or stamping thereupon the initials of his name and the date of the transaction, and he must also cut or perforate the stamp in a substantial manner so that such stamp can not be used again. An effective marking with ink and obliterating of every stamp is strictly required. 9. The original issue of stock by a corporation is taxable. 10. A transfer made prior to the second day of June, 1905, is not taxable. 11. The tax is imposed upon transfers of shares or certificates of stock whether the transfer as between the parties thereto is for a valuable consideration or not. 12. A sale of stock made outside of New York State is subject to a tax if it is evidenced by entries in transfer books or by any form of written instrument within the State necessary to effect such transfer. 13. A transfer of stock in a building and loan association is within the provisions of the law. A surrender of shares to such a corporation for cancellation upon maturity is not a taxable transfer. Shares transferred are taxed upon par or face value in the sum of two cents on each one hundred dollars without regard to whether the share is partially paid in or not. 14. The surrender of a certificate of stock to a corporation for the purpose of receiving other certificates to be issued to the same owner in smaller amounts, but in an aggregate equal to the amount of the surrender certificate, being a mere exchange of certificates without a transfer of ownership, is not taxable. 15. A certificate when divided and reissued, part to a new stockholder and part to the original owner, is taxable to the extent of the transfer to the new purchaser and not taxable in the portion retained by the original owner. 16. The law does not make an exemption from the tax of shares of stock in religious or charitable associations. 17. Stock held by a corporation as treasury stock is not taxable until shares are issued and transferred to a stockholder. 18. Shares of stock held by an executor or administrator and transferred by him to other parties, whether heirs or not, are subject to a tax. INDEX. [References are to pages.] how begun against domestic corporations, 158. not affected by dissolution, 67-69. not affected by reorganization of corporation, 6, 7. relating to transfers of stock, 153. See FOREIGN CORPORATIONS. ADMINISTRATOR holding stock when personally liable, 64, 65. of business, 44. AMENDING CERTIFICATE of incorporation, 80. ANNUAL ELECTION of directors, 33, 34. at least one-fourth of directors to be elected annually, 34.) form of notice of, 181. ANNUAL REPORT to be made and filed by domestic and foreign cor- porations, 42. provisions regarding, 42. penalty for failure to make, 42, 43. form of, 182. ASSETS. See STATEMENT. ASSIGNMENTS. See TRANSFERS. ASSURANCE," as part of corporate name, when prohibited, 79. 66 "BANK," or BANKING," as part of corporate name, when pro- 'BENEFIT," as part of corporate name, when prohibited, 79. BOARD OF TRUSTEES. See DIRECTORS, 76, 77. [References are to pages.] BONDS of one domestic corporation, when may be guaranteed by another, 49. when convertible into stock, 21. BOOKS containing names of stockholders to be kept, 40, 41. BOOKS OF ACCOUNT to be kept, 40. BUSINESS to be described in certificate, 2, 3. may be altered and extended, when and how, 44. must be commenced within two years, 98. place of, how changed, 70. BUSINESS CORPORATIONS LAW, provisions of, 1-19. See CERTIFICATE OF INCORPORATION. BY-LAWS, power to make, 82. of directors, respecting election to be published, 82. when directors may make, 97. form of, 187. CAPITAL, amount of, required to commence business, 2. CAPITAL STOCK, ten per cent. to be paid in cash subscriptions, 51. dissolution results for such non-payment, 7. certificate of payment to be filed, 7. form of such certificate, 179. issued for money, labor or property, 51. when may be issued for stock of other corporations, 48-50. dividends not to be paid out of, 37. may be increased or reduced, how, 53. may be increased or reduced by unanimous written consent of form of such consent, 186. certificate of consent (or vote) to increase or reduce must be such certificate must be verified by chairman and secretary of [References are to pages.] CAPITAL STOCK-Continued. form of certificate, 184. limitation on amount of, on reorganization, 25. number of shares of, may be increased or reduced, 66. form of certificate, 184. See STOCK. CERTIFICATE of payment of one-half of capital stock to be filed, 7. of consent of stockholders (or vote) to increase or reduce cap- form of, 184. of consent of stockholders (or vote) to authorize mortgage to be made and filed, 21. form of, 180. such certificate when recorded to be conclusive evidence of truth of consent to execution of mortgage, 31, 32. of vote to increase or reduce number of shares, 66. form of, 180. of consent of stockholders (or vote) to extend corporate exist- form of, 193. to be verified by president or vice-president and secretary or of inspectors of election, 39. form of, 181. of foreign corporation to do business, 85. of dissolution by incorporators, 72. CERTIFICATE OF INCORPORATION, what to state, 2-5. subscribers to, 2, 78. to be both filed and recorded, 2, 5, 78. may contain special provisions, 2, 3, 33-34, 57, 73, 81-82, 90. fees for filing and recording, 5, 175. may be amended, 80. must be acknowledged, 2. certified copy or original to be filed in county clerk's office, 78. to be evidence, 81. form of, 177. may provide that directors need not be stockholders, 33-34. |