Wallace Brothers and Company (Holdings) Ltd v Commissioners for Stamp Duties (Miscellaneous Civil Suit No. 85 of 1955) [1956] EACA 39 (1 January 1956)

Stamp Ordinance (Cap. 259)-Transfer of shares between two companies not incorporated in Kenya-Shares in company incorporated. in Kenya-Whether transfer liable to stamp duty under section 4-Or exempted by section 30B. The facts appear fully in the judgment.

Held (22-2-56):

1. The transfer being between two companies, neither of which was incorporated in Kenya, was amenable to stamp duty by section 4 of the Stamp Ordinance, Cap. 259, and by item 62(ii) of the First Schedule thereto.

2. The words “company with a limited liability” contained in section 30B of the Stamp Ordinance, Cap. 259, are to be construed in a restricted sense to mean a company with a limited liability incorporated within the law of Kenya, so that the transfer was not exempted from stamp duty by the operation of that section.

3. Express and unambiguous language is indispensable in an Ordinance enacted to impose a stamp duty or to exempt from a duty imposed. As the exemption from the imposed duty did not appear expressly and unambiguously in section 30B, the transfer could not be held exempted.

Cases cited:
In re Tennant, Stanley v. Stanley, (1906) 1 Ch. 131;
Nestle Co. Ltd. v. Inland Revenue Commissioners, (1952) 1 All E.R. 1388; Nestle Co. Ltd. v. Inland Revenue Commissioners, (1953) 1 Ch. 355 (C.A.).

Authority cited:
Craies, Statute Law, 5th edn., 106.

Counsel:
McCallum for the appellant.
Reid, Crown Counsel, for the respondents.

Appeal upheld.