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SEC. 4314. EXEMPTIONS.

(a) INSTALLMENT PURCHASE OF OBLIGATIONS.-The tax imposed by section 4311 shall not apply to any instrument under the terms of which the obligee is required to make payment therefor in installments and is not permitted to make in any year a payment of more than 20 percent of the cash amount to which entitled upon maturity of the instrument.

(b) OTHER EXEMPTIONS.

For other exemptions, see section 4382.

SEC. 4315. CROSS REFERENCES.

For definitions, penalties, and other general and administrative provisions applicable to this part, see sections 4381 and 4384 and subtitle F.

Subchapter B-Sales or Transfers of Capital Stock and
Certificates of Indebtedness of a Corporation

Part I. Sales or transfers of capital stock and similar interests.
Part II. Sales or transfers of certificates of indebtedness.

Part III. Provisions common to sales or transfers of capital stock
and certificates of indebtedness.

PART I-SALES OR TRANSFERS OF CAPITAL STOCK AND SIMILAR INTERESTS

Sec. 4321. Imposition of tax.
Sec. 4322. Exemptions.

Sec. 4323. Affixing of stamps.
Sec. 4324. Cross references.

SEC. 4321. IMPOSITION OF tax.

There is hereby imposed on each sale or transfer of shares or certificates of stock, or of rights to subscribe for or to receive such shares or certificates, issued by a corporation, a tax at the rate of 4 cents on each $100 (or major fraction thereof) of the actual value of the certificates, of the shares where no certificates are sold or transferred, or of the rights, as the case may be. In no case shall the tax so imposed on any such sale or transfer be

(1) more than 8 cents on each share, or

(2) less than 4 cents on the sale or transfer.

SEC. 4322. EXEMPTIONS.

(a) EXEMPTIONS FOR CERTAIN TRANSFERS.-The tax imposed by section 4321 shall not apply to any delivery or transfer of shares, certificates, or rights

(1) BROKERS.-To a broker or his registered nominee for sale of such shares, certificates, or rights; by a broker or his registered nominee to a customer for whom and upon whose order the broker has purchased same; or by a purchasing broker to his registered nominee to be held by such nominee for the same purpose as if held by the broker; or

(2) NOMINEES OF CORPORATIONS.-From a corporation to a registered nominee of such corporation, or from one such nominee to another such nominee, provided that in each instance such shares, certificates, or rights are to be held by the nominee for the same purpose as if retained by the corporation; or from such nominee to such corporation.

(b) CERTAIN ODD-LOT TRANSACTIONS.

(1) EXEMPTION.-The tax imposed by section 4321 shall not apply to any odd-lot sale by an odd-lot dealer if the shares, certificates, or rights are delivered or transferred to a broker pursuant to an order of a customer of such broker for such shares, certificates, or rights.

(2) DEFINITIONS.-For purposes of paragraph (1)

(A) The term "odd-lot sale" means an odd-lot transaction under the rules of the securities exchange of which the odd-lot dealer is a member.

(B) The term "odd-lot dealer" means a person who is (i) a member of a securities exchange which is registered with the Securities and Exchange Commission as a national securities exchange, and (ii) registered under the rules of such exchange as an odd-lot dealer or as a specialist.

(c) OTHER EXEMPTIONS.

For other exemptions, see sections 4341, 4342, 4343, 4344, and 4382. SEC. 4323. AFFIXING OF STAMPS.

(a) Books OF THE CORPORATION.-The stamps representing the tax imposed by section 4321 shall be affixed to the books of the corporation in case of a sale where the evidence of transfer is shown only by the books of the corporation.

(b) CERTIFICATION AS TO VALUE BY TRANSFEROR OR TRANSFEREE.Where shares or certificates of stock, or of rights to subscribe for or to receive such shares or certificates, are presented for transfer and the tax thereon is paid by the use of adhesive stamps, such shares, certificates, or rights shall be accompanied by a certification signed by the transferor or his agent or the transferee or his agent as to the actual value of the shares, certificates, or rights so transferred, and any corporation or transfer agent to whom such shares, certificates, or rights are presented shall be entitled to rely on such certification without further inquiry.

(c) OTHER EVIDENCE OF SALE OR TRANSFER.

For provisions applicable to the affixing of stamps in cases of sale or transfer shown otherwise than only by the books of the corporation, see section 4352.

SEC. 4324. CROSS REFERENCES.

For definitions, penalties, and other general and administrative provisions applicable to this part, see sections 4345, 4351, 4353, 4381, and 4384, and subtitle F.

PART II-SALES OR TRANSFERS OF CERTIFICATES OF INDEBTEDNESS

Sec. 4331. Imposition of tax.
Sec. 4332. Exemptions.

Sec. 4333. Cross references.

SEC. 4331. IMPOSITION OF TAX.

There is hereby imposed, on each sale or transfer of any certificates of indebtedness issued by a corporation, a tax at the rate of 5 cents. on each $100 or fraction thereof of the face value.

SEC. 4332. EXEMPTIONS.

(a) BROKERS.-The tax imposed by section 4331 shall not apply to any delivery or transfer to a broker for sale, nor upon any delivery or transfer by a broker to a customer for whom and upon whose order he has purchased the certificates of indebtedness.

(b) INSTALLMENT PURCHASE OF OBLIGATIONS.-The tax imposed by section 4331 shall not apply to any instrument under the terms of which the obligee is required to make payment therefor in installments and is not permitted to make in any year a payment of more than 20 percent of the cash amount to which entitled upon maturity of the instrument.

(c) OTHER EXEMPTIONS.

For other exemptions, see sections 4341, 4342, 4343, 4344, and 4382.

SEC. 4333. CROSS REFERENCES.

For definitions, penalties, and other general and administrative provisions applicable to this part, see sections 4345, 4381, and 4384; sections 4351 to 4353 inclusive; and subtitle F.

PART III-PROVISIONS COMMON TO SALES OR TRANSFERS OF CAPITAL STOCK AND CERTIFICATES OF INDEBTEDNESS

Subpart A. Exemptions.

Subpart B. Miscellaneous provisions.

Subpart A-Exemptions

Sec. 4341. Transfers as security.

Sec. 4342. Fiduciaries and custodians.

Sec. 4343. Transfers by operation of law.
Sec. 4344. Certain other transfers.

Sec. 4345. Exemption certificates.
Sec. 4346. Cross references.

SEC. 4341. TRANSFERS AS SECURITY.

The taxes imposed by sections 4321 and 4331 shall not apply to any delivery or transfer of any of the instruments referred to in such sections

(1) COLLATERAL SECURITY.-To a lender as collateral security for money loaned thereon, if such collateral security is not actually sold, or by such lender as a return of such collateral security.

(2) SECURITY FOR PERFORMANCE. To a trustee or public officer made pursuant to Federal or State law as security for the performance of an obligation, or by such trustee or public officer as a return of such security.

SEC. 4342. FIDUCIARIES AND CUSTODIANS.

The taxes imposed by section 4321 and 4331 shall not apply to any delivery or transfer of any of the instruments referred to in such sections

(1) FIDUCIARIES.-From a fiduciary to his nominee, or from one nominee of the fiduciary to another nominee, provided that in each instance such instruments are to be held by the nominee for the same purpose as if retained by the fiduciary; or from the nominee to such fiduciary; or

(2) CUSTODIANS.

(A) From the owner to a custodian if under a written agreement between the parties such instruments are to be held or disposed of by such custodian for, and subject at all times to the instructions of, the owner; or from such custodian to such owner;

or

(B) From a custodian as specified in subparagraph (A) to a registered nominee of such custodian, or from one such nominee to another such nominee, provided that in each instance such instruments are to be held by the nominee for the same purpose as if retained by the custodian; or from such nominee to such custodian.

SEC. 4343. TRANSFERS BY OPERATION OF LAW.

(a) EXEMPT TRANSFERS.-The taxes imposed by sections 4321 and 4331 shall not apply to any delivery or transfer of any of the instruments referred to in such sections

(1) DECEDENTS. From a decedent to his executor or administrator.

(2) MINORS. From a minor to his guardian, or from a guardian to his ward upon attaining majority.

(3) INCOMPETENTS. From an incompetent to his committee or similar legal representative, or from a committee or similar legal representative to a former incompetent upon removal of disability. (4) FINANCIAL INSTITUTIONS. From a bank, trust company, financial institution, insurance company, or other similar entity, or nominee, custodian, or trustee therefor, to a public officer or commission, or person designated by such officer or commission or by a court, in the taking over of its assets, in whole or part, under Federal or State law regulating or supervising such institutions, nor upon redelivery or retransfer by any such transferee or successor thereto.

(5) BANKRUPTS. From a bankrupt or person in receivership due to insolvency to the trustee in bankruptcy or receiver, from such receiver to such trustee, or from such trustee to such receiver, nor upon redelivery or retransfer by any such transferee or successor thereto.

(6) SUCCESSORS.-From a transferee under paragraphs (1) to (5), inclusive, to his successor acting in the same capacity, or from one such successor to another.

(7) FOREIGN GOVERNMENTS AND ALIENS. From a foreign country or national thereof to the United States or any agency thereof, or to the government of any foreign country, directed pursuant to the authority vested in the President by section 5 (b) of the Trading With the Enemy Act, as amended by the First War Powers Act, 1941 (50 U. S. C. App. sec. 5).

(8) TRUSTEES.--From trustees to surviving, substituted succeeding, or additional trustees of the same trust.

(9) SURVIVORS.-Upon the death of a joint tenant or tenant by the entireties, to the survivor or survivors.

(b) NONEXEMPT TRANSFERS.-No delivery or transfer shall be exempt because effected by operation of law unless an exemption is otherwise specifically provided.

SEC. 4344. CERTAIN OTHER TRANSFERS.

(a) LOANS. The taxes imposed by sections 4321 and 4331 shall not apply to any delivery or transfer of any of the instruments referred to in such sections to a borrower as a loan of such instruments or to the lender as a return of such loan.

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