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.
Last modified: September 11, 2016