Stamp Act 1949 (Act 378)
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Relevant provisions of the Stamp Act 1949 (Act 378) are as follows: |
STAMP ACT
Provisions Reconstructions & Amalgamations Transfer Re Associated Companies
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Section 14A. Principal securities in Syariah financing. Where it is shown that a principal or primary security secures the repayment of moneys provided under a scheme of financing made according to the syariah, duty chargeable thereon shall be calculated on the principal amount provided by the financier or financing body. Section 15. Relief from stamp duty in case of reconstructions or amalgamations of companies. (1) If in connection with a scheme for the reconstruction of any company or companies or the amalgamation of any companies it is shown to the satisfaction of the Collector that there exist the following conditions, that is to say- (a) that a company with limited liability has been registered within six months before the commencement of this Act, or that a company with limited liability is to be registered, or that since the commencement of this Act a company has been incorporated by special written law, or that since the commencement of this Act or within six months before the commencement thereof the nominal share capital of a company has been increased; (b) that the company (in this section referred to as "the transferee company") is to be registered in Malaysia or has been incorporated in Malaysia or has increased its capital with a view to the acquisition either of the undertaking of, or of not less than ninety per centum of the issued share capital of, any particular existing company; (c) that the consideration for the acquisition (except such part thereof as consists in the transfer to or discharge by the transferee company of liabilities of the existing company) consists as to not less than ninety per centum thereof- (i) where an undertaking is to be acquired, in the issue of shares in the transferee company to the existing company or to holders of shares in the existing company; or (ii) where shares are to be acquired, in the issue of shares in the transferee company to the holders of shares in the existing company in exchange for the shares held by them in the existing company; then, subject to this section, stamp duty under Item 32(a) or (b) in the First Schedule shall not be chargeable on any instrument made for the purposes of or in connection with the transfer of the undertaking or shares: Provided that- (a) no such instrument shall be deemed to be duly stamped unless either it is stamped with the duty to which it would but for this section be liable or it has been brought to the Collector under section 36 and he has certified under section 37 either that the full duty with which it is chargeable has been paid, or that it is not chargeable with duty; and (b) in the case of an instrument made for the purposes of or in connection with a transfer to a company within the meaning of the Companies Act 1965 the provisions of this subsection shall not apply unless the instrument is either- (i) executed within a period of twelve months from the date of the registration of the transferee company or the date of the resolution for the increase of the nominal share capital of the transferee company, as the case may be; or (ii) made for the purpose of effecting a conveyance or transfer in pursuance of an agreement which has been filed, or particulars of which have been filed, with the Registrar of Companies within the said period of twelve months. (2) For the purposes of a claim for exemption under subsection (1), a company which has, in connection with a scheme of reconstruction or amalgamation, issued any unissued share capital, shall be treated as if it had increased its nominal share capital. (3) A company shall not be deemed to be a particular existing company within the meaning of this section unless it is provided by the memorandum of association of, or written law incorporating, the transferee company that one of the objects for which the company is established is the acquisition of the undertaking of, or shares in, the existing company, or unless it appears from the resolution, or other authority for the increase of the capital of the transferee company that the increase is authorised for the purpose of acquiring the undertaking of, or shares in, the existing company. (4) Where a claim is made for exemption under this section, the Collector may require the delivery to him of a statutory declaration in such form as he may direct made by an advocate and solicitor, or, in the case of Sabah and Sarawak, an advocate, of the High Court, and of such further evidence, if any, as he deems necessary. (5) If- (a) where any claim for exemption from duty under this section has been allowed, it is subsequently found that any declaration or other evidence furnished in support of the claim was untrue in any material particular, or that the conditions specified in subsection (1) are not fulfilled in the reconstruction or amalgamation as actually carried out; or (b) where shares in the transferee company have been issued to the existing company in consideration of the acquisition, the existing company within a period of two years from the date, as the case may be, of the registration or incorporation, or of the authority for the increase of the capital, of the transferee company ceases, otherwise than in consequence of reconstruction, amalgamation, liquidation or in compliance with Government policy on capital participation in industry to be the beneficial owner of the shares so issued to it; or (c) where any such exemption has been allowed in connection with the acquisition by the transferee company of shares in another company, the transferee company within a period of two years from the date of its registration or incorporation or of the authority for the increase of its capital, as the case may be, ceases, otherwise than in consequence of reconstruction, amalgamation or liquidation, to be the beneficial owner of the shares so acquired; the exemption shall be deemed not to have been allowed and an amount equal to the duty remitted shall become payable forthwith, and shall be recoverable from the transferee company as a debt due to the Government, together with interest thereon at the rate of six per centum per annum, from the date on which the duty would have become chargeable if this section had not been passed. (6) If in the case of any scheme of reconstruction or amalgamation, the Collector is satisfied that at the proper time for making a claim for exemption from duty under subsection (1) there were in existence all the necessary conditions for such exemption other than the condition that not less than ninety per centum of the issued share capital of the existing company would be acquired by the transferee company, the Collector may, if it is proved to his satisfaction that not less than ninety per centum of the issued capital of the existing company has under the scheme been acquired within a period of six months from the earlier of the two following dates, that is to say- (a) the last day of the period of one month after the first allotment of shares made for the purposes of the acquisition; or (b) the date on which an invitation was issued to the shareholders of the existing company to accept shares in the transferee company, and on production of the instruments on which the duty paid has been impressed, direct repayment to be made of such an amount of duty as would have been remitted if the said condition had been originally fulfilled. (7) In this section, unless the context otherwise requires- (a) references to a company (other than that of the transferee company) or to the registration or incorporation of a company (other than that of the transferee company) shall be construed as references to a company wherever registered or incorporated; (b) references to the undertaking of an existing company include references to a part of the undertaking of an existing company; (c) the expression "shares" includes stock. Section 15A. Relief from stamp duty in case of transfer of property between associated companies. (1) Stamp duty under paragraph (a) or (b) of Item 32 in the First Schedule shall not be chargeable on any instrument to which this section applies: Provided that no such instrument shall be deemed to be duly stamped unless either it is stamped with the duty to which it would but for this section be liable or it has been brought to the Collector under section 36 and he has certified under section 37 either that the full duty with which it is chargeable has been paid, or that it is not chargeable with duty. (2) This section applies to any instrument with respect to which it is shown to the satisfaction of the Collector that the effect thereof is to transfer a beneficial interest in property from one company with limited liability to another such company, and that the companies in question are associated, that is to say, one is the beneficial owner of not less than ninety per centum of the issued share capital of the other, or that a third company with limited liability is the beneficial owner of not less than ninety per centum of the issued share capital of each of the aforesaid companies. (3) The ownership referred to in subsection (2) is ownership either directly or through another company or other companies, or partly directly and partly through another company or other companies, and the Sixth Schedule shall apply for the purpose of this section. (4) This section shall not apply to any instrument unless it is also shown to the satisfaction of the Collector that the instrument was not executed in pursuance of or in connection with an arrangement whereunder- (a) the consideration, or any part of the consideration, for the transfer was to be provided or received, directly or indirectly, by a person other than a company which at the time of the execution of the instrument was associated within the meaning of this section with either the transferor or the transferee (meaning, respectively, the company from whom and the company to whom the beneficial interest was transferred); or (b) the said interest was previously transferred, directly or indirectly, by such a person; or (c) the transferor and the transferee were to cease to be associated within the meaning of this section by reason of a change in the percentage of the issued share capital of the transferee in the beneficial ownership (within the meaning of this section) of the transferor or a third company, and without prejudice to the generality of paragraph (a), an arrangement shall be treated as falling within that paragraph if it is one whereunder the transferor or the transferee, or a company associated with either as there-mentioned, was to be enabled to provide any of the consideration, or was to part with any of it, by or in consequence of the carrying out of a transaction or transactions involving, or any of them involving, a payment or other disposition by a person other than a company so associated. Section 35. Exemptions. The instruments appearing under the heading of "General Exemptions" in the First Schedule shall not be chargeable with duty. FIRST SCHEDULE (Section 35: GENERAL EXEMPTIONS) 1. All instruments of any kind whatsoever, and all counterparts or duplicates of such instruments, made or executed by or on behalf or in favour of a Ruler of a State or the Government of Malaysia or of any State or the Malayan Railway, where, but for this exemption, the Ruler or the Government or the Malayan Railway would be liable to pay the duty chargeable in respect of such instrument. The above exemption does not extend to any instrument or writing signed or executed by any officer as Official Administrator (or, in the case of Sabah, as Administrator General) or Public Trustee or by a receiver appointed by the Court; or to any instrument rendered necessary by any written law or order of Court; or to a sale made for the recovery of an arrear of revenue or in satisfaction of a decree or order of Court. 2. Any grant or lease made on behalf of the Government by virtue of the National Land Code or the National Land Code (Penang and Malacca Titles) Act 1963 or the Land Ordinance of Sabah or the Land Ordinance of Sarawak. 3. Any instrument for the sale, transfer or other disposition, either absolutely or by way of charge or otherwise, of any ship or vessel or any part, interest, share or property of or in any ship or vessel registered or licensed under the Merchant Shipping Ordinance 1952 or under any law for the time being in force in any part of Malaysia. 4. Any instrument relating exclusively to immovable property situate out of Malaysia or relating exclusively to things done or to be done out of Malaysia. 5. All instruments relating solely to the business of any society registered under any written law relating to co-operative societies, and executed by an officer or member of such society, the duty on which would, but for the exemption hereby granted, be payable by such officer or member. 6. An instrument executed pursuant to a scheme of financing approved by the Central Bank or the Securities Commission as a scheme which is in accordance with the principles of Syariah, where such instrument is an additional instrument strictly required for the purpose of compliance with those principles but which will not be required for any other schemes of financing. 1. Where, in the case of a number of companies, the first directly owns issued share capital of the second and the second directly owns issued share capital of the third, then, for the purposes of this Schedule, the first shall be deemed to own issued share capital of the third through the second, and, if the third directly owns issued share capital of a fourth, the first shall be deemed to own issued share capital of the fourth through the second and the third, and the second shall be deemed to own issued share capital of the fourth through the third, and so on. 2. In this Schedule- (a) any number of companies of which the first directly owns issued share capital of the second and the second directly owns issued share capital of the third and so on, and, if they are more than three, any three or more of them, are referred to as a "series"; (b) in any series- (i) that company which owns issued share capital of another through the remainder is referred to as "the first owner"; (ii) that other company the issued share capital of which is so owned is referred to as "the last owned company (iii) the remainder, if one only, is referred to as an "intermediary" or, if more than one, as "a chain of intermediaries"; (c) a company in a series which directly owns issued share capital of another company in the series is referred to as (d) any two companies in a series of which one owns issued share capital of the other directly, and not through one or more of the other companies in the series, are referred to as being directly related to one another. 3. Where every owner in a series owns the whole of the issued share capital of the company to which it is directly related, the first owner shall be deemed to own through the intermediary or chain of intermediaries the whole of the issued share capital of the last owned company. 4. Where one of the owners in a series owns a fraction of the issued share capital of the company to which it is directly related, and every other owner in the series owns the whole of the issued share capital of the company to which it is directly related, the first owner shall be deemed to own that fraction of the issued share capital of the last owned company through the intermediary or chain of intermediaries. 5. Where- (a) each of two or more of the owners in a series owns a fraction, and every other owner in the series owns the whole, of the issued share capital of the company to which it is directly related; or (b) every owner in a series owns a traction of the issued share capital of the company to which it is directly related, the first owner shall be deemed to own through the intermediary or chain of intermediaries such fraction of the issued share capital of the last owned company as results from the multiplication of those fractions. 6. Where the first owner in any series owns a fraction of the issued share capital of the last owned company in that series through the intermediary or chain of intermediaries in that series, and also owns another fraction or other fractions of the issued share capital of the last owned company, either- (a) directly; or (b) through an intermediary or intermediaries which is not a member or are not members of that series; or (c) through a chain or chains of intermediaries of which one or some or all are not in that series; or (d) in a case where the series consists of more than three companies, through an intermediary or intermediaries which is a member or are members of the series, or through a chain or chains of intermediaries consisting of some but not all of the companies of which the chain of intermediaries in the series consists, then, for the purpose of ascertaining the amount of the issued share capital of the last owned company owned by the first owner, all those fractions shall be aggregated and the first owner shall be deemed to own the sum of those fractions.
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