Form 199. with registration, lead you to the conclusion that its residence is in that country." Huddlestone, B., Calcutta Jute Mills, 1 Ex. D. 453. But in no case has it been held that a company registered here is not a resident. Ceserea Co., ibid.; Alexandria Water Co. v. Musgrove, 11 Q. B. Div. 174. As to "exercising a trade" in England, see Erichsen v. Last, 8 Q. B. Div. 414, a foreign telegraph company. A company resident here and carrying on business abroad must pay duty on all its profits, whether made at home or abroad. Alexandria Water Co.; Calcutta Jute Mills, ubi supra; and also on dividends intrusted to it for distribution here; but not so as to be doubly charged. Alexandria Water Co., ubi supra. As to deductions: none can be allowed for depreciation of buildings, plant, &c. Forder v. Handyside, 1 Ex. D. 233; or for depreciation of leases, Watney v. Musgrove, 5 Ex. D. 241; or for interest, Mersey Docks v. Lucas, 8 App. Cas. 891; Alexandria Water Co. v. Musgrove, 11 Q. B. D. 174: in the case last mentioned the interest was payable abroad to bondholders. See also Coltness Iron Co. v. Black, 6 App. Cas. 315, that no allowance for sinking new pits can be made. A foreign company residing abroad, but having an agency here, must pay on all its profits made here, and on any dividends intrusted to the agency here for distribution. Atty.-Gen. v. Alexander, L. R. 10 Ex. 20; Gilbertson v. Ferguson, 7 Q. B. Div. 562. Accordingly it is sometimes found expedient, where a company is carrying on a concern abroad, to vest it in a local company, in which the parent company will hold shares; by so doing the parent company avoids the duty on undivided profits, and on profits applied in making good depreciations, extending works, &c. As to the position of a British partnership carrying on business here and abroad, see what was said in Gilbertson v. Ferguson, 7 Q. B. Div. 568; and as to position of foreign partnership, see Sulley v. Atty.-Gen., 5 H. & N. 711; 29 L. J. Ex. 464. As to the effect of change in partnership and conversion of concern into company, see Ryhope Colliery Co., 7 Q. B. D. 485. As to assessing an undertaking as a quarry or mine, see Jones and The Cumorthan Co., 5 Ex. Div. 93. CERTIFICATES. INTRODUCTORY NOTES. evidence of BY section 31 of the Act: A certificate under the common seal of the Certificates company, specifying any share or shares or stock held by any member of prima facie a company, shall be primâ facie evidence of the title of the member to title. the share or shares or stock therein specified, and section 32 provides for the keeping of a register of members. "This power of granting certificates is to give shareholders the opportunity of more easily deal ing with their shares in the market, and to afford facilities to them of Object of. selling their shares by at once showing a marketable title, and the effect of this facility is to make the shares of greater value. The power of giving certificates is, therefore, for the benefit of the company in general; and it is a declaration by the company to all the world that the person in whose name the certificate is made out, and to whom it is given, is a shareholder in the company, and it is given by the company with the intention that it should be so used by the person to whom it is given, and acted upon in the sale and transfer of shares." Per Cockburn, C. J. In re Bahia, &c., Ry. Co., L. R. 3 Q. B. 595; Smith's L. C., Vol. II., 874. bilities in issuing. transfer. While, however, the benefit is as above stated, it behoves the directors Responsito use the utmost care in issuing certificates, for on the principle illustrated by Pickard v. Sears, 6 Ad. & E. 469, and Freeman v. Cooke, 2 Ex. 654, the company is estopped from denying the truth of the representation contained in the certificate as regards any person dealing with the shares in reliance thereon. Thus in the case of In re Bahia, Forged sc., Ry. Co., ubi supra, the company acting upon a forged transfer, issued a certificate to the transferee. A., in reliance on this certificate, purchased and paid for the shares specified in it, and they were duly transferred into his name. The forgery was subsequently discovered, and the company was, under section 35 of the Act, ordered to restore the name of the real owner to the register. It was held in an action by Liability of A., against the company, that he was entitled to recover as damages for company. the loss of the shares, the value of the shares at the time the company first refused to recognise him as a member, with interest at 4 per cent. from that time. See also Hart v. Frontino, L. R. 5 Ex. 111; Eaglesfield v. Marquis of Londonderry, 4 Ch. Div. 693; Cottam v. Eastern Counties Ry. Co., 1 J. & H. 243; and Johnson v. Renton, 9 Eq. 181; Seton 1345. Stamp. Scrip certificate. The rule, however, does not apply where the person to whom the certificates are issued is a trustee for the company. In such a case the company may refuse to register the transfer, Shropshire Union, &c., Co. v. The Queen, L. R. 7 H. L. 496. And it must be shown that the party acted on the certificate, for if he merely relies on a forged transfer, and is registered and receives a certificate of title, the company is not estopped as against him. Simm v. Anglo-American Telegraph Co., 5 Q. B. Div. 188, and see Coates v. L. & S. W. Ry. Co., 41 L. T. 553. Where a certificate has been issued describing a share as fully paid up or partly paid up, a purchaser of the share acting on the faith of the certificate, is entitled to hold the share as paid up. Burkinshaw v. Nicholls, 3 App. Cas. 1004. And see supra, p. 13. But where A., being entitled to an allotment of paid-up shares under a contract which requires filing but is not filed, procures an allotment to B., who receives a certificate accordingly, the company is not estopped as against B. Rowland's Case, W. N. 1880, 80; 42 L. T. 785. A certificate that a person is the holder of shares or stock in a company does not require any stamp. It is not a deed. The Queen v. Morton, L. R. 2 C. C. R. 22. But a scrip certificate or other document entitling any person to become the proprietor of any share of any company or proposed company, requires a 1d. stamp, and any person who executes, grants, issues, or delivers out any such document before the same is stamped, is liable to a penalty of 207. Stamp Act, 1870, section 101. See clauses as to certificates, supra, p. 117, et seq. Incorporated under the Companies Acts, 1862 and 1867. is the holder of 201. shares. shares, THIS IS TO CERTIFY that A. B., of numbered articles of association thereof, and that the sum of up upon each of the sd shares. to inclusive, in the above-named co, subject to the Given under the common seal of the sd co, this -7. has been pd day of The common seal of the sd co was hereunto affixed in the presence of― Directors. Seal of the Form 200. Ordinary certificate. Secretary. Company. Occasionally an abstract of the clauses contained in the articles of association which regulate the right of transfer [supra, p. 117], and give the company a lien [supra, p. 124], is indorsed on the certificate. Form 201. Capital 100,000l., divided into 5,000 preference shares of 107. each, Certificate of preference is the holder of of the shares. and 5,000 ordinary shares of 107. each. THIS IS TO CERTIFY that A. B., of above-mentd preference shares, numbered, &c., in the Co Limtd, subject to the articles of association thereof, and that upon each of the sd shares the full amount of 107. has been pd up. Given, &c. In the case of preference shares, the certificate sometimes states the rate of dividend, and whether cumulative or not. The Co, Limtd. Capital 100,000l. stock. Form 202. No. Certificate of stock. -1. THIS IS TO CERTIFY that A. B., of ―l., is the holder of the sum of -1. stock of the above-named co, subject to the articles of association thereof. Form 203. Another form of certificate of preference shares. No. Capital 50,0007., divided into 4,000 ordinary shares of 107. each, and 1,000 10 p. c. preference shares of 107. each, which preference shares were created by the special resolution of the above-named co, passed the day of, a copy of which is indorsed hereon. of the inclusive, in the above THIS IS TO CERTIFY that A. B., of, &c., is the holder of sd preference shares, numbered to named co, subject to the articles of association thereof, and that the sum of ——7. has been pd up upon each of the sd shares. Given, &c. The Co, Limtd. Form 204. Form of share warrant. No. -7. shares. THIS IS TO CERTIFY that the bearer of this warrant is entled to fully pd up shares ofl. each, in the above-named co, subject to the regulations of the co, and to the conditions indorsed hereon. [See supra, p. 203.] Given, &c. As to share warrants, see supra, pp. 128, 203. By s. 33 of the Act of 1867: "There shall be charged on every share warrant a stamp duty equal to three times the amount of the ad valorem duty which would be chargeable on a deed transferring the share or shares or stock specified in the warrant, if the consideration for the transfer were the nominal value of such share or shares or stock." For the ad valorem duty on transfers, see the Schedule to the Stamp Act, 1870, under "Conveyance or Transfer on Sale." It is as follows: Where the amount or value of the consideration for the sale does not 006 |