N.Y. Tax Law § 270: Amount of tax

§ 270. Amount of tax. 1. There is hereby imposed and shall

immediately accrue and be collected a tax, as herein provided, on all

sales, or agreements to sell, or memoranda of sales and all deliveries

or transfers of shares or certificates of stock, or certificates of

rights to stock, or certificates of interest in property or

accumulations, or certificates of deposit representing certificates

taxable under this article, in any domestic or foreign association,

company or corporation, or certificates of interest in business

conducted by a trustee or trustees, made after the first day of June,

nineteen hundred five, whether made upon or shown by the books of the

association, company, corporation, or trustee, or by any assignment in

blank, or by any delivery, or by any paper or agreement or memorandum or

other evidence of sale or transfer, whether intermediate or final, and

whether investing the holder with the beneficial interest in or legal

title to said stock, or other certificates taxable hereunder, or merely

with the possession or use thereof for any purpose, or to secure the

future payment of money, or the future transfer of any such stock, or

certificates. The purchase, redemption or other reacquisition of its

own shares by a corporation is subject to tax under this article unless

such shares are cancelled on reacquisition pursuant to the provisions of

section five hundred fifteen of the business corporation law, or unless

within one year of the date of such purchase, redemption or other

reacquisition, such shares are cancelled by an appropriate amendment to

the corporation's certificate of incorporation or by action of the board

of directors of such corporation.

2. Except as otherwise provided by section two hundred seventy-a of

this chapter, the tax imposed by this section shall be two and one-half

cents for each share, except in cases where the shares or certificates

are sold, in which cases the tax shall be at the rate of one and

one-quarter cents for each share where the selling price is less than

five dollars per share; two and one-half cents for each share where the

selling price is five dollars or more per share and less than ten

dollars per share; three and three-quarters cents for each share where

the selling price is ten dollars or more per share and less than twenty

dollars per share and five cents for each share where the selling price

is twenty dollars or more per share.

3. It shall be the duty of the person or persons making or

effectuating the sale or transfer, including the person or persons to

whom the sale or transfer is made, to pay the tax provided by this

article; provided, however, that this subdivision shall not apply to any

sale or transfer wherein the vendor or transferor is a governmental

entity or international organization which is not subject to the tax.

4. The payment of such tax shall be denoted by an adhesive stamp or

stamps affixed as follows: In the case of a sale or transfer, where the

evidence of the transaction is shown only by the books of the

association, company, corporation or trustee, the stamp shall be placed

upon such books, and it shall be the duty of the person making or

effectuating such sale or transfer to procure and furnish to the

association, company, corporation or trustee the requisite stamps, and

of such association, company, corporation or trustee to affix and cancel

the same. Where the transaction is effected by the delivery or transfer

of a certificate, the stamp shall be placed upon the surrendered

certificate and canceled; and in cases of an agreement to sell, or where

the sale is effected by delivery of the certificate assigned in blank,

there shall be made and delivered by the seller to the buyer, a bill or

memorandum of such sale to which the stamp provided for by this article

shall be affixed and canceled. Every such bill or memorandum of sale or

agreement to sell shall show the date of the transaction which it

evidences, the name of the seller, the stock, or other certificate, to

which it relates, and the number of shares thereof. All such bills or

memoranda of sale shall bear a number upon the face thereof and no more

than one such bill or memorandum of sale made by the seller on any given

day shall bear the same number. The aforesaid identification number of

the bill or memorandum of sale shall in all cases be entered and

recorded in the book of account required to be kept by section two

hundred seventy-six of this chapter; and no further tax is hereby

imposed upon the delivery of the certificate, or upon the actual issue

of a new certificate when the original certificate is accompanied by the

duly stamped memorandum of sale as herein provided.

5. The tax imposed by this section shall not apply to the following,

provided the transaction in each case is accompanied by a certificate

setting forth the facts or such other certificate or record as the tax

commission may require:

(a) A sale, agreement to sell, memorandum of sale, or delivery or

transfer of shares or certificates of stock or any certificates taxable

under this section, made on an organized securities exchange within this

state registered with the securities and exchange commission of the

United States, of less than one hundred shares and less than the unit of

trading on such exchange, by any person, firm, company, association or

corporation registered with such exchange, and engaged thereon, as

dealer in less than the unit of trading;

(b) An agreement evidencing the deposit of certificates as collateral

security, which certificates are not actually sold, or such certificates

so deposited, or transfers of such certificates to the person with whom

they are deposited as collateral security or to a nominee of such person

or from one nominee of such person to another, provided the same

continue to be held by such person or nominee or nominees as collateral

security as aforesaid, or the retransfer of such certificates to the

depositor;

(c) Transfers or deliveries of certificates pursuant to a statutory

provision, to a trustee or public officer to secure the performance of

obligations, or retransfers or redeliveries of such certificates to the

transferer or depositor;

(d) Transfers of certificates from the name of a fiduciary to a

nominee of such fiduciary, or from one nominee of such fiduciary to

another, provided the same continue to be held by such nominee or

nominees for the same purpose for which they would be held if retained

by such fiduciary, or from the nominee to such fiduciary;

(e) Transfers of certificates from the name of the owner thereof to a

custodian where the certificates are to be held or disposed of by such

custodian for and subject to the instructions of the owner, or from the

name of such custodian to the owner by whom the certificates were

transferred to such custodian, or from the name of such custodian to a

nominee of such custodian, or from one nominee of such custodian to

another, provided the same continue to be held by such nominee or

nominees for the same purpose for which they would be held if retained

by such custodian, or from the nominee to such custodian;

(f) Mere loans of stock or certificates, or the return thereof;

(g) Deliveries or transfers from the name of the owner to a broker

for sale, or deliveries by or transfers from the name of a broker to a

customer for whom and upon whose order he has purchased the same;

(h) Deliveries or transfers of shares or certificates from a

corporation to its registered nominee, or from one registered nominee of

such corporation to another such nominee, provided the shares or

certificates continue to be held by such nominee for the same purpose

for which they would be held if retained by such corporation, or from

such nominee to such corporation.

(i) Transfers or deliveries of shares or certificates upon the

instructions of a broker, whether doing business as a corporation,

partnership or individually, from his name or from the name of his

customer to such broker's registered nominee for the purpose of holding

such shares or certificates subject to the instructions of a clearing

corporation affiliated with any securities exchange in this state, as

agent for such broker, and transfers or deliveries upon the instructions

of such clearing corporation from the name of such broker's registered

nominee to such broker or customer. For the purposes of this paragraph,

the term "broker" shall include any banking corporation or trust company

incorporated under the laws of this or another state of the United

States and any bank organized under the laws of the United States.

(j) Transfers or deliveries of shares or certificates upon the

instructions of a depositor in a system for the central handling of

securities (including the clearing and settling of securities

transactions) (a) established by a national securities exchange or

association registered with the securities and exchange commission of

the United States or (b) maintained by a clearing corporation as defined

in section 8--102 of the uniform commercial code, from the name of such

depositor or his nominee or from the name of his customer or the nominee

of such customer to the registered nominee of any such system for the

purpose of holding such shares or certificates, as agent for such

depositor, and transfers or deliveries upon the instructions of any such

depositor from the name of the registered nominee of such system to same

depositor, customer or nominee. For the purposes of this paragraph, a

"depositor" shall include such securities exchanges or associations,

registered under a statute of the United States such as the Securities

Exchange Act of 1934 as amended, and their affiliated clearing

corporations, such banks, trust companies, investment companies,

insurance companies and other financial organizations as are subject to

supervision or regulation pursuant to the provisions of federal or state

banking laws or state insurance laws and such brokers, dealers and

investment companies as are registered under the Securities Exchange Act

of 1934 as amended, or the Investment Company Act of 1940 as amended, if

the foregoing individuals or organizations have been accepted by such

system for the central handling of securities as participants therein.

(k) Transfers or deliveries of shares or certificates upon the

instructions of a depositor in a system for the central handling of

securities as described in paragraph (j) of this subdivision from the

name of the nominee of any such system to the name of the nominee of

another such system, provided the same continue to be held by the

nominee of such other system for the same purpose as previously held for

such depositor by the nominee of such other system.

(l) Where the sale, agreement of sale, memorandum of sale, delivery

or transfer of a security is effected in a manner which would not

otherwise subject such transaction to a tax, the tax shall not apply

solely by reason of the receipt or payment of cash in this state as part

of a system for the central handling of securities described in

paragraph (j) of this subdivision or the making of an accounting,

bookkeeping or similar entry in records maintained in this state as part

of such system. The tax commission shall prescribe rules and regulations

to effectuate the purposes of this paragraph and paragraphs (i), (j) and

(k) of this subdivision, and shall have all the rights and powers as set

forth in section two hundred seventy-six of this chapter to examine any

transactions or records of any nature of such system.

6. The tax imposed by this section shall not apply to shares or

certificates of stock, or certificates of rights to stock, or

certificates of deposit representing certificates of the character taxed

by this article, in any domestic association, company or corporation,

even though a record of the transfer is made in the stock book kept in

compliance with section ten of the stock corporation law, if the

transfer is made upon the books of such association, company or

corporation regularly kept at a transfer office or by a transfer agent

outside the state, provided the keeping of such books outside the state

is necessary or convenient for the transaction of the ordinary business

affairs of such association, company or corporation and is approved by

the tax commission, and neither the sale, nor the agreement to sell, nor

the memorandum of sale, nor the delivery is made in this state and no

act necessary to effect the transfer (other than the making of a record

in the stock book kept in compliance with section ten of the stock

corporation law) is done in this state.

7. As used in this section, the term "registered nominee" means any

person registered with the tax commission in accordance with such rules

and regulations as it shall prescribe.

8. Nothing in this section contained shall be construed to impose a

tax upon sales, agreements to sell, memoranda of sales, deliveries or

transfers of shares or certificates

(a) issued under a noncorporate investment trust agreement of the

fixed type and no such sale, agreement to sell, memorandum of sale,

delivery or transfer shall result in imposing a tax under this section

on the securities held in such an investment trust; or

(b) of an investment trust between the investment trust and an

underwriter, between an underwriter and a dealer in securities or

between an underwriter or dealer and an investor. As used in this

paragraph, the term "investment trust" means an investment trust of the

management type, the shareholders of which are, upon reasonable notice,

entitled to require the investment trust to redeem or repurchase their

shares or certificates for their proportionate interest in the property

of the investment trust, or the cash equivalent thereof, less a discount

of not more than three per centum thereof, and the term "underwriter"

means a person, firm or corporation who has entered into an agreement

with such investment trust to effectuate, alone or through others, sales

of shares or certificates of the investment trust.