Some overseas company laws allow a shareholder to use duplicate
(or multiple) share registers to record the transfer of their
securities.
The South African Companies Act, for example, authorises
South African companies to maintain branch registers in any foreign
country. Shares can be transferred on any register, but no transfer
of shares passing on death can be registered in the UK until any
death duty claimed by South Africa on the shares has been paid.
Remember that some registers merely record information about
transfer of securities without providing the legal basis for the
transfer. These registers do not affect the locality of the
security (
IHTM27071)
Details of transfer arrangements given in the Stock Exchange
Year-Book do not always make the position clear and, if necessary,
you must ask the taxpayer to explain.
Where there are many registers the register upon which the
shares would normally be dealt with in the ordinary course of
business is the register that determines the locality of the
security - see Treasurer of Ontario v Aberdein [1947] AC 24. If the
share certificates are here, one of the alternative registers is
here, and transfers can be effected here the shares will normally
be regarded as legally situate here (Re Clark, McKechnie v Clark
[1904] Ch 294.
This is only an assumption and as such can be rebutted by the
particular circumstances of the case (see Standard Chartered Bank
Ltd v IRC [1978] 1 WLR 1160). But if tax is offered on shares in a
foreign company with transfer facilities in the UK, you can assume
that the register here is the one on which the shares would
normally be dealt with in the ordinary course of business.
Cases which present unusual features, or in which the
official view is seriously contested, must be referred to TG, or
your Team Leader (Sco).
