Francis Beaufort Palmer.

Company precedents for use in relation to companies subject to the Companies acts, 1862 to 1890 ... (Volume 2) online

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aforesaid, registered by a name identical with that by which a subsisting company
is registered, or so nearly resembling the same as to be calculated to deceive, such
firht-inentioned company may, with the sanction of the registrar, change its name,
and upon such chauge being made the registrar shall enter the new name on the
register in the place of the former name, and shall issue a certificate of incorpora-
tion altered to meet the circumstances of the case ; but no such alteration of name
shall alfefit any rights or obligations of the company, or render defective any
legal ])roceedings instituted or to be instituted by or against the company, and
any legal ])r(jcei'dings may be continued or commenced against the company by
its new name that might liavc been continued or commenced against the company
by its former name.

21. No comijany formed for the purpose of promoting art, science, religion,
cliarity, tir any other like object, 7iot involving the acquisition of gain by the
comjiany or by the individual members thereof, shall, without the Siinction of the
JJoard of Trade, hold more than two acres of laud ; but the Board of Trade may,



The Companies Act, 1862. Act of 1863 769

by license under tlio hand of one of their principal secretaries or assistant secretaries,
empower any siuih company to hold lands in such quantity and subject to such
conditions as they think fit.

PAET II.

Distribution of Capital and Liability op Mejibees of Companies and
Associations tjndee tuis Act.

Distribution of Capital.

22. The shares or other interest of any member in a company under this Act Nature of
shall bo personal estate, capable of being- transferred in manner provided by the interest in
rcn-ulations of the company, and shall not be of the nature of real estate, and each company.
shuiv .shall, in the case of a company having a capital divided into shares, be dis-
tin;^nushod by its appropriate number.

23. The subscribers of the memorandum of association of any company under Definition of
this Act shall be deemed to have agreed to become members of the company whose "member."
memorandum they have subscribed, and upon the registration of the company shall

be entered as members on the register of members hereinafter mentioned ; and every
other pei'son who has agreed to become a member of a company under this Act,
and whose name is entered on the register of members, shall be deemed to be a
member of the company.

24. Any transfer of the share or other interest of a deceased member of a com- Transfer by
pany under this Act, made by his personal representative, shall, notwithstanding personal re-
such personal representative may not himself be a member, be of the same validity presentative.
as if he had been a member at the time of the execution of the instrument of

transfer.

25 . Every company under this Act shall cause to be kept in one or more books Register of
a register of its members, and there shall be entered therein the following par- members,
ticulars :

(1.) The names and addresses, and the occupations, if any, of the members of
the company, with the addition, in the case of a company having a capital
divided into shares, of a statement of the shares held by each member,
distinguishing each share by its number : and of the amount paid or agreed
to be considered as paid on the shares of each member :
(2.) The date at which the name of any person was entered in the register aa

a member :
(3.) The date at which any person ceased to be a member :
And any company acting in contravention of this section shall incur a penalty
not exceeding five pounds for every day during which its default in complying
with the provisions of this section continues, and every director or manager of the
company who shall knowingly and wilfully authorize or permit such contravention
shall incur the like penalty.

{Extended by Companies Act, 1867, s. 31.)

26. Every company under this Act, and having a capital divided into shares, Annual list of
shall make, once at least in every year, a list of all persons who, on the fourteenth, members,
day succeeding the day on which the ordinary general meeting, or if there is more

than one ordinary meeting in each year, the first of such ordinary general meetings
is held, are members of the company ; and such list shall state the names, addresses,
and occupations of all the members therein mentioned, and the number of shares
held by each of them, and shall contain a summary specifying the following par-
ticulars :

(1.) The amount of the capital of the company, and the number of shares into

which it is divided :
(2.) The number of shares taken from the commencement of the company up to

the date of the summary :
(3.) The amount of calls made on each share :
(4.) The total amount of calls received :
lb.) The total amount of calls unpaid :
(6.) The total amount of shares forfeited :

(7.) The names, addresses, and occupations of the persons who have ceased to bo

members since the last list was made, and the number of shares held by

each of them.

The above list and summary shall be contained in a separate part of the register,

and shall be completed within seven days after such fourteenth day as is mentioned

P. 3d



770



Appendix A.



in this section, and a copy shall forthwith be forwarded to the Registrar of Joint
Stock Companies.

{Extended by Companies Act, 1867, s. 32.)

Penalty on 27. If any company under this Act, and having a capital divided into shares,

company, &c. makes default in complying with the provisions of this Act with respect to forward-
not keeping ing such list of members or summary as is hereinbefore mentioned to the registrar,
a proper such company shall incur a penalty not exceeding five pounds for every day during

register. which such default continues, and every director and manager of the company who

shall knowingly and wilfully authorize or permit such default shall incur the like
penalty.
Company to 28. Every company under this Act, having a capital divided into shares, that

give notice of has consolidated and divided its capital into shares of larger amount than its existing
consolidation shares, or converted any portion of its capital into stock, shall give notice to the
or of conver- Registrar of Joint Steels: Companies of such consolidation, division, or conversion,
sion of capital specifying the shares so consolidated, divided, or converted.

into stocK. 2Q, Where any company under this Act, and having a capital divided into

Effect of con- shares, has converted any portion of its capital into stock, and given notice of such

version of conversion to the Registrar, all the provisions of this Act which are applicable to

shares into shares only shall cease as to so much of the capital as is converted into stock ; and

stock. the register of members hereby required to be kept by the company, and the list of

members to be forwarded to the Registrar, shall show the amount of stock held by

each member in the list instead of the amount of shares and the particulars relating

to shares hereinbefore required.

Entry of 30. No notice of any trust, expressed, implied, or constructive, shall be entered

trusts on on the register, or be receivable by the registrar, in the case of companies under

register. this Act and registered in England or Ireland.

Certificate of 31. A certificate, under the common seal of the company, specifying any share
shares or or shares or stock held by any member of a company, shall be prima facie evidence

stock. of the title of the member to the share or shares or stock therein specified.

Inspection of 32. The register of members, commencing from the date of the registration of
register. the company, shall be kept at the registered office of the company hereinafter

mentioned : except when closed as hereinafter mentioned, it shall during business
hours, but subject to such reasonable restrictions as the company in general
meeting may impose, so that not less than two hours in each day be appointed
for inspection, be open to the inspection of any member gratis, and to the inspection
of any other person on the payment of one shilling, or such less sum as the
company may prescribe, for each inspection ; and every such member or other
person may require a copy of such register, or of any part thereof, or of such list
or summary of members as is hereinbefore mentioned, on payment of sixpence for
every hundred words required to be copied : if such inspection or copy is refused,
the company shall inciu' for each refusal a j^enalty not exceeding two pounds, and
a further penalty not exceeding two pounds for every day during which such
refusal continues, and every director and manager of the company who shall
knowingly authorize or permit such refusal shall incur the like penalty ; and in
addition to the above penalty, as respects companies registered in England and
Ireland, any judge sitting in Chambers, or the vice-warden of the stannaries, in
the case of companies subject to his jurisdiction, may by order compel an immediate
inspection of the register.
Power to^ 33. Any company under this Act may, upon giving notice by advertisement in

close register, gome newspaper circulating in the district in which the registered office of the
ccjiiipany is situated, close the register of members for any time or times not exceed-
ing in the whole thirty days in each year.
Notice of 34. AVhere a company has a capital divided into shares, whether such shares

increase of may or may not have been converted into stock, notice of any increase in such
capital and of capital beyond the registered capital, and where a company has not a capital
members to be divided into shares, notice of any increase in the number of members beyond the
given to registered number, shall be given to the registrar in the case of an increase of

registrar. capital, Avithin fifteen days from the date of the passing of the resolution by which

such increase has been authorized, and in the case of an increase of members within
fifteen days from the time at which such increase of members has been resolved on
or has taken place, and the registrar shall forthwith record the amount of such
increase of capital or members : if such notice is not given within the i")oriod
aforesaid the company in default shall incur a penalty not exceeding five pounds
for every day during which such neglect to give notice continues, and every



I



The Companies Act, 1862. Act of 1862 771

director and mannger of the company who kIuiU knowingly and wilfully authorize
or permit such dcfiudt shall incur the like penalty.

35. If the name of any person is, without sufficient cause, entered in or omitted Remedy for
from the register of members of any company under this Act, or if default is made improper
or unnecessary delay takes place in entering on the register the fact of any person entry or
having ceased to be a member of the company, the person or member aggrieved, omission of
or any member of the comj)any, or the company itself, may, as respects companies entry in
registered in England or Ireland, by motion in any of her Majesty's superior Courts register.

of law or equity, or by application to a judge sitting in Chambers, or to the vice-
warden of the stannaries in the case of companies subject to his jurisdiction, and
as respects companies registered in Scotland by summary petition to the Court of
Sessions, or in such other manner as the said Coui-ts may direct, apply for an
order of the Court that the register may be rectified ; and the Court may either
refuse such application, with or without costs, to bo paid by the applicant, or
it may, if satisfied of the justice of the case, make an order for the rectification
of the register, and may direct the company to pay all the costs of such motion,
application, or petition, and any damages the party aggrieved may have sus-
tained : the Court may in any proceeding under this section decide on any (piestion
relating to the title of any person who is a i)arty to such proceeding to have his
name entered in or omitted from the register, whether such question arises between
two or more members or alleged members, or between any members or alleged
members and the company, and generally the Court may in any such proceeding
decide any question that it may be necessary or expedient to decide for the rectifi-
cation of the register ; provided that the Court, if a Court of coiiniwn laiv, may
direct an issue to be tried, in which any question of law may be raised, and a irrit
of error or appeal, in the manner directed bij " The Cuminon Law Froccdure Act, 1854,"
sliall Ik.

{The ivords in italics repealed by S. L. B. Act, 1881.)

36. Wlienever any order has been made rectifying the register, in the case of Notice to

a company hereby required to send a list of its members to the registrar, the registrar of
Court shall, by its order, dii-ect that due notice of such, rectification be given to the rectification
registrar. of register.

37. The register of members shall be prima facie evidence of any matters by this Register to be
Act directed or authorized to be inserted therein. evidence.

Liahility of Members.

38. In the event of a company formed under this Act being wound up, every Liability of
present and past member of such company shall be liable to contribute to the assets present and
of the company to an amount sufiicient for payment of the debts and liabilities of past members
the company, and the costs, chai'ges, and expenses of the winding-up, and for the of company,
payment of such sums as may be required for the adjustment of the rights of the ^^g
contributories amongst themselves, with the qualifications following ; (that is to

say,)

(1.) No past member shall be liable to contribute to the assets of the company
if he has ceased to be a member for a period of one year or upwards prior
to the commencement of the winding'-up :

(2.) No past member shall be liable to contribute in respect of any debt or liabi-
lity of the company contracted after the time at which he ceased to be a
member :

(3.) No past member shall be liable to contribute to the assets of the company
imless it appears to the Court that the existing members are unable to
satisfy the contributions required to be made by them in pursuance of
this Act :

(4.) In the case of a company limited by shares, no contribution shall be required
from any member exceeding the amount, if any, unpaid on the shares in
respect of which he is liable as a present or past member :

(5.) In the case of a company hmited by guarantee, no contribution shall be
required from any member exceeding the amount of the undertaking
entered into on his behalf by the memorandum of association :

(6.) Nothing in this Act contained shall invalidate any provision contained in
any policy of insurance or other contract whereby the liability of individual
members upon any such pohcy or contract is restricted, or whereby the
funds of the company are alone made liable in respect of such policy or
contract :

3 d2



773



Appendix A.



(7.) No sum due to any member of a company, in his character of a member, by
way of dividends, profits, or otherwise, shall be deemed to be a debt of
the company, payable to such member in a case of competition between
himself and any other creditor not being a member of the company ; but
any such siim may be taken into account, for the purposes of the final
adjustment of the rights of the contributories amongst themselves.
(^Modified by Companies Act, 1867, s. 5.)



Registered
oflice of
company.

Notice of
situation of
registered
ofiice.

Publication of
name by a
limited com-
pany.



Penalties on
non-publica-
tion of name.



Register of
mortgages.



PART III.

Management and Administeation of Companies and Associations under this Act.
Provisions for Protection of Creditors.

89. Every company under this Act shall have a registered office, to which all
communications and notices may be addressed : if any company under this Act
carries on business without having such an office, it shall incur a penalty not
exceeding five pounds for every day during which business is so carried on.

40. Notice of the situation of such registered office, and of any change therein,
shall be given to the registrar, and recorded by him : until such notice is given the
company shall not be deemed to have comphed with the provisions of this Act vsdth
respect to having a registered office.

41. Every limited company under this Act, whether limited by shares or by
guarantee, shall paint or affix, and shall keep painted or affixed, its name on the
outside of every office or place in which the business of the company is carried on,
in a conspicuous position, in letters easily legible, and shall have its name engraven
in legible characters on its seal, and shall have its name mentioned in legible
characters in all notices, advertisements, and other official publications of such
company, and in all bills of exchange, promissory notes, endorsements, cheques,
and orders for money or goods purporting to be signed hj or on behalf of such
company, and in all bills of parcels, invoices, receij)ts, and letters of credit of the
company.

42. If any limited company under this Act does not paint or affix, and keep
painted or affix, its name in manner directed by this Act, it shall be liable to a
penalty not exceeding five pounds for not so painting or affixing its name, and for
every day during which such name is not so kept painted or affixed, and every
director and manager of the company who shall knowingly and wilfully authorize
or permit such default shall be hable to the like penalty ; and if any director,
manager, or officer of such company, or any person on its behalf, uses or authorizes
the use of any seal piii-porting to be a seal of the company whereon its name is not
60 engraven as aforesaid, or issues or authorizes the issue of any notice, advertise-
ment, or other official publication of such company, or signs or authorizes to be
signed on behalf of such company any bill of exchange, promissory note, endorse-
ment, cheque, order for money or goods, or issues or authorizes to be issued any
bill of parcels, invoice, receipt, or letter of credit of the company, wherein its name
is not mentioned in manner aforesaid, he shall be liable to a penalty of fifty pounds,
and shall further be personally liable to the holder of any such bill of exchange,
promissory note, cheque, or order for money or goods, for the amount thereof,
unless the same is duly paid by the company.

43. Every limited company under this Act shall keep a register of all mort-
gages and charges specifically affecting property of the company, and shall enter
in such register in respect of each mortgage or charge a short description of
the property mortgaged or charged, the amount of charge created, and the names
of tlie mortgagees or persons entitled to such charge : if any property of the
company is mortgaged or charged without such entry as aforesaid being made,
every director, manager, or other officer of the company who knowingly and wilfully
autliorizes or permits the omission of such entry shall incur a penalty not exceeding
fifty pounds : the register of mortgages required by this section shall be open to
inspection by any creditor or member of the company at all reasonable times ; and
if such inspection is refused, any officer of the company refusing the same, and
every director and manager of the company authorizing or knowingly and wilfully
])(,niiitting such refusal, sliall incur a penalty not exceeding iive pounds, and a
furtlicr penalty not exceeding two pounds for every day during which such refusal
continues ; and in addition to the above penalty, as respects companies registered
in England and Ireland, any judge sitting in chambers, or the vice-warden of



The Companies Act, 1862. Act of 1862 773

tho stannaries in the ca.se of companies subject to hia jurisdiction, may by order
compel an immediate inspection of tlie register.

44. Every limited bankini^- company and every insurance company, and deposit, Certain com-
provident, or benefit society under this Act shall, before it commences business, and panics to
also ou the first Monday in February and tlie first Monday in August in every year jiublish state-
during which it carries on business, make a statement in the Form marked D. in ment entered
the first schedule hereto, or as near thei'eto as circumstances will admit, and a copy in schedule,
of such statement shall bo put up in a conspicuous place in the registered office of

tho company, and in every branch office or place where the business of the company
is carried on, and if default is made in compliance with the provisions of this
section the company shall be liable to a penalty not exceeding five pounds for every
day during which such default continues, and every director and manager of the
company who shall knowingly and wilfully authorize or permit such default shall
incur the like penalty.

Every member and every creditor of any company mentioned in this section shall
be entitled to a copy of the above-mentioned statement on payment of a sum not
exceeding sixpence.

45. Every company under this Act, and not having a capital divided into shares. List of
shall keep at its registered office a register containing the names and addresses and directors to
the occupations of its directors or managers, and shall send to the Registrar of Joint be sent to
Stock Companies a copy of such register, and shall from time to time notify to the registrar,
registrar any change that takes place in such directors or managers.

46. If any company under this Act, and not having a capital divided into shares, Penalty on
makes default in keeping- a register of its directors or managers, or in sending a company not
copy of such register to the registrar in compliance with the foregoing rules, or in keeping re-
notifying to the registrar any change that takes place in such directors or managers, gister of
such delinquent company shall incur a penalty not exceeding five pounds for every directors,
day during which such default continues, and every director and manager of the

company who shall knowingly and wilfully authorize or permit such default shall
incur the like penalty.

47. A promissory note or bill of exchange shall be deemed to have been made, Promissory^
accepted, or endorsed on behalf of any company under this Act, if made, accepted, notes and bills
or endorsed in the name of the company by any person acting under the authority of exchange,
of the company, or if made, accepted, or endorsed by or on behalf or on account

of the company by any person acting under the authority of the company.

48. If any company under this Act carries on business when the number of its Prohibition
members is less than seven for a period of six months after the number has been so against carry-
reduced, every person who is a member of such company during the time that it so mg on busi-
carries on business after such period of six months, and is cognizant of the fact that ness with less
it is so carrying on business with fewer than seven members, shall be severally than seven
liable for the payment of the whole debts of the company contracted during such members,
time, and may be sued for the same, without the joinder in the action or suit of any

other member.

Frovisions for Trotcction of 2Icmhers.

49. A general meeting of every company under this Act shall be held once at Ceneral
the least in every year. meetmg oi

{_Sce Companies Act, 1867, s. 39.) company.

50. Subject to the provisions of this Act, and to the conditions contained in the Power to alter
memorandum of association, any company formed under this Act may, in general regidations
meeting from time to time, by passing a special resolution in manner hereinafter by special
mentioned, alter all or any of the regulations of the company contained in the resolution,
articles of association or in the table marked A., in the First Schedule, where such

table is applicable to the company, or make new regulations to the exclusion of or
in addition to aU or any of the regulations of the company ; and any regulations so
made by special resolution shall be deemed to be regulations of the company of the
same validity as if they had been originally contained in the articles of association,
and shall be subject in like manner to be altered or modified by any subsequent
special resolution. n fl •<■•

51. A resolution passed by a company under this Act shall be deemed to be -UetLnition ot



Online LibraryFrancis Beaufort PalmerCompany precedents for use in relation to companies subject to the Companies acts, 1862 to 1890 ... (Volume 2) → online text (page 100 of 134)