Rev. Rul. 55-259

Advice has been requested with respect to the applicability of the transfer tax imposed by section 1802(b) of the Internal Revenue Code of 1939 to transactions in stock of a domestic corporation which take place outside the United States between nonresidents of the United States, are recorded on transfer books maintained outside the United States, and are subsequently recorded on duplicate stock records maintained by the corporation at its head office in this country.

The stock in question is listed on stock exchanges in several foreign cities, and independent stock transfer agents and registrars are established by the corporation of those cities. All transfers made by such agents are reported to the corporation's head office in this country which keeps duplicate stock records and quarterly compiles a complete stockholders' list.

Section 1802(a) of the Code imposes a tax upon each original issue of shares or certificates of stock, or of profits, or of interest in property or accumulations by any corporation.

Section 1802(b) of the Code imposes a tax on all sales, or agreements to sell, or memoranda of sales or deliveries of, or transfers of legal title to any of the shares or certificates mentioned or described in section 1802(a) of the Code.

Section 113.33(k) of Regulations 71 provides that the transfer of stock on the books of a domestic corporation, regardless of where the sale is made or the stock certificate delivered, is subject to tax.

Accordingly, it is held that transfers of the stock of a domestic corporation are subject to the documentary stamp tax imposed by section 1802(b) of the Code when recorded on duplicate stock records maintained by the corporation at its head office in this country, even though the transaction between transferor and transferee is effected outside the United States and is recorded in stock transfer books maintained outside the United States