Honorable George H. Sheppard
Comptroller of Public Accounts
Austin, Texas
Dear Sir:                  Opinion No; 0-4028
                           Re: Does a stock transfer tax
                               accrue, under Article XV,
                               House Bill 8, Acts, Regular
                               Session, 47th Legislature,
                               upon; (a) the,delivery, in
                               Texas,.of stock in a foreign
                               corporation,by a trustee to
                               the beneficiary and real
                               owner; or (b) the delivery,
                               in Texas, of-stock of a foreign
                               corporation by an officer
                               thereof who holds such stock as
                               nominee, to the corporation,
                               the actual owner thereof; or
                               (c) other instances of delivery
                               of stock of a foreign corporation
                               in Texas from the legal owner
                               to the actual or benef!.cialowner,
                               where such delivery is the only
                               act or transaction incident to
                               the transfer of such stock, which
                               transpires in Texas?

Your letter of September 22, 1941 submits for our opinion the
following questions, which we copy therefrom:
"1 would appreciate your official opinion on the following
question which has been raised by the National Association Of
Securities Dealers, Inc., District Committee No. 6, pertaining
to Article 15, of House Bill 8, this being the Stock Transfer
Tax Law:
*Is a transfer of stock in a foreign corporation taxable where
there is, in fact, no change of beneficial ownership, the actual
transfer is not made in Texas, and the only thing done in Texas
is the delivery of the stock certificate from the legal owner to
the actual owner? Examples:
Honorable George H. Sheppard, Page 2,   O-40.38



"(a) Transfer from a trustee to the beneficiary and real
owner.
"(b) Transfer from officer of corporation, who holds #tack
as nominee, to corporation, the actual owner thereof."'
Under subdivisions (a) and (b) of your question, you inquire
as to the taxability of a transfer of stock of a foreign
corporation or certificate therefor; under the circumstances
and conditions stated. But in the foregoing portion of your
 letter of submission, hereinabove quoted, you limit the
factual situation to the mere deliver within the State of
Texas, of such stock from the + egal owner to the actual owner,
expressly excluding all other incidents of a stock transfer,
i.e. the agreement to sell, the sale, or the transfer of such
stock certificates upon the stock transfer records of the
corporation. We WI&I accordingly so limit our answer to your
question, and will assume, for purposesof this opinion, that
the word "transfer" was used, in connedtion with examples (a)
and (b), to mean delivery only, and not to include the other.
elements of a stock transfer, as commonly understood and
hereinabove enumerated.
A mere del'ivery,within the State of Texas, of ~shares or
certificates of stook of a foreign or.domestic corporation la
a taxable transaction under the above-cited Stock Transfer
Tax Law, even though theother incidents of the transfer,
that is, the agreement to sell, the sale and the transfer
upon the stock book records of the corporation, all transpire
extrastate. This was our hol'dingfnour Opinions Nos, O-3594
and O-3713, baaed upo$ the plain text of Section 1 of the Act,
providing that "there'is hereby imposed and levied  a tax as
hereinafter provided on all sales, agreements tosell,   or
memoranda of sales, and all deliveries or transfers of shares,
'or certificates of stocks" eta.
We find nothing in the Stock Transfer Tax Law to limit the
incidence of this tax to the transfer (using the term "transfer"
as embracing each and all of the incidents or transactions
made taxable) of the beneficial and actual ownership or interest
in shares.or certificates of stock, as distinguished from the,
transfer of the mere legal or nominal ownership or title,
illustrated by the two examples before us. Not only is the ,;:c::~.~
general la uage of the tax &evy broad enough to embrace all
transfers,"$including delivery), both legal and equitable, but
the transfer or delivery of stock or stock certificates from the
legal owner to the actual or benefioial owner, and vice versa,
1s included, in express terms and upon the face of the Act, as
follows:
Honorable George H. Sheppard, Page 3, 0-4028


"Section 1. There is hereby imposed and levied 9 tex as
hereinafter provided on all sales, agreements to sell,or
memoranda of sales, and all deliveries or transfers of
shares, or certificates of stock, or certificates for rights
to stock, .or certificates of deposit representing an interest
in or representing certificates made taxable under this Section
in any domestic or foreign association, company, or corporation,
or certificates of interest in any business conducted by
trustee or trustees made after the effective date hereof,
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 of any papers or agreementor memoran-
dum or other evidence of sale or transfer or order for or
agreement to buy, whether ;iWsrmediate or final, and whether
investing the holder with the beneficial interest in or legal
title to such stock or other certificate taxable hereunder, or
with the oossession or use thereof for anv ouroose. or to
secure the future payment of money or the"future transfer of
any such stock, or certificate, on each hundred dollars of
face value or fraction thereof, three (3) cents, . . .' etc.
(Underlining ours)
An affirmative answer to your question, as illustrated by the
examples given, is required by the plain provisions of the
above statute.
Trusting the foregoing fully answers your inquiry, we are
                                  Yours very truly
                             ATTORNEY GENZRAL OF TEXAS
                             s/ Pat M. iieff,Jr,

                             BY
                                      Pat M. Neff, Jr.
PMN:ff/cg                                    Assistant

APPROVED DEC. 19, 1941
s/ Grover Sellers
FIRST ASSISTANT
ATTORNEY GENERAL
APPROVED Opinion Committee
By BWB, Chairman
