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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companies shall be deemed to be made in addition to and not in restriction of any
provisions hereinbefore contained with respect to Avinding-up companies by the
Court, and the Court or offifial liquidator Jnay, in addition to anything contained
in this part of the Act, exercise any powers or do any act in the case of unregistered
companies wliich might lie exercised or done l)y it or liiin in Avinding-up companies
foniK d under tliis Act; but an uim gi.stered comiiany shall not, except in the event
of its Ijcing wound up, be deemed to be a company imder thLs Act, and then only to
the extent proA'idcd by this i)art of iliis Aet.



The Companies Act, 1862. Act of 1862 790

PAET IX.

Repeal of Acts, and Tempoeaey Peovisions.

205. After the commencement of this Act there shall be repealed the several Acts Repeal of
sptcijicd ill the First Fart of the Third Schedule hereto, with this qualification, that so Acts.
much of the said Acts as is set forth in the Second Part of the said Third Schedule

shall be hereby rc-enaeted and continue in foi'co as if unrepealed.
{Tlie part in italics repealed by H. L. R. Act, 1893.)

206. No repeal hereby enacted shall affect — Saving clause

(I.) Anything duly done under any Acts hereby repealed : as to repeal.

("2.) The incoi"poration of any company reg-istercd under any Act hereby repealed :
(3.) Any rigitt or priviUye acquired or liability incurred under any Act hereby

repealed :
(4.) Any penalty, forfeiture, or other pHnishment incurred in respect of any offence

against any Act hereby repealed :
(5.) Table B. in the schedule annexed to the Joint Stock Companies Act, 1856, or

any part thereof, so far as the same applies to any company existing at the

time of the commencement of this Act.

{Sub-s. 4, repealed by S. L. F. Act, 1875 ; sub-ss. 1 and 3 repealed by S. L. F.
Act, 1893.)

207. [Saving of existing proceedings for winding-up.]
[Fepealed by i>. L. F. Act, 1875.)

208. Where pre\iously to the commencement of this Act any conveyance, mort- Saving of
gage, or other deed has been made in piirsuance of any Act hereby repealed, such conveyance
deed shall be of the same force as if this Act had not passed, and for the pm-poses of deeds,
such deed such repealed Act shall be deemed to remain in full force.

209. Every insiirance company completely registered under the Act passed in Compulsory
the eighth year of the reign of her present Majesty, chapter one himdi-ed and ten, re"-istratiou
intitided " An Act for the Registration, Incorporation, and Regidation of Joint Stock of certain
Companies," shall on or before the second day of November one thousand eight companies,
hiuidi-ed and sixty-two, and every other company required by any Act hereby re-
pealed to register under the said Joint Stock Companies Acts, or one of such Acts,

and which has not so registered, shall, on or before the expiration of the thu-ty-first
day from the commencement of this Act, register itself as a company under this
Act, in manner and subject to the regidations hereinbefore contained, Avitli this
exception, that no company completely registered imder the said Act of the eighth
year of the reign of her present Majesty shall be requii-ed to deliver to the registrar
a copy of its deed of settlement ; and for the pvu'pose of enabling such insurance
companies as are mentioned in this section to register under this Act, this Act shall
be deemed to come into operation immediately on the passing thereof ; nevertheless
the registration of such companies shall not have anj^ effect until the time of the
commencement of this Act. No fees shall be charged in respect of the registration
of any company requii'ed to register by this section.

210. If any company required by the last section to register under this Act Penalty on
makes default in comphdng with the proAdsions thereof, then, from and after the company not
day upon which such company is required to register under this Act, until the day reo-istermf.
on which such company is registered under this Act (which it is empowered to do at 21 Vict, c? 14
any time), the following consequences shall ensue ; (that is to say,) s. 28.

(1.) The company shall be incapable of sviing either at law or in equity, but shall
not be incapable of being made a defendant to a sioit either at law or in
equity :
(2.) No diA-idend shall be payable to any shareholder in such company :
(3.) Each director or manager of the company shall, for each day diu'ing which
the company so being in defaidt carries on business incur a penalty not
exceeding five pounds, and such penalty may be recovered by any person,
whether a shareholder or not in the company, and be applied by him to
his own use :
Nevertheless, such default shall not render the company so being in default Ulegal,
nor subject it to any penalty or disability, other than as specihed in this section ;
and registration under this Act shall cancel any penalty or forfeitiire, and put an
end to any disability which any company may have incurred under any Act hereby
repealed by reason of its not having registered under the said Joint Stock Com-
panies Acts, 1856, 1857, or one of them.



800 Appendix A.



211. [Temporary power for companies to change registered office.]

[Bcpcakd by S. L. R. Act, 1875.)

212. [Restrictions on issue of certificate.]

{Repealed hy S. L. R. Act, 1875.)



FIEST SCHEDULE.



TABLE A.

Eegulations roE Management of a Coiipany Limited by Shaees.
Shares.

(1.) If several persons are registered as joint holders of any share, any one of
such persons may give effectual receipts for any dividend payable in re-
spect of .such share.

(2.) Every member shall, on payment of one shilling, or such less sum as the
company in general meeting may prescribe, be entitled to a certificate,^
imder the common seal of the company, speiifying the share or shares
held by him, and the amount paid up thereon.

(3.) If sixch certificate is worn out or lost, it may be renewed, on payment of one
shilling, or such less sum as the company in general meeting may pre-
scribe.

Calls on Shares.

(4.) The directors may from time to time make such calls upon the members
in respect of all moneys unpaid on their shares as they think fit, pro-
vided that twenty-one days' notice at least is given of each caU, and
each member shall be liable to pay the amount of calls so made to the
persons and at the times and places appointed by the directors.

(5.) A call shall be deemed to have been made at the time when the resolution
of the directors authorizing such call was passed.

(6.) If the call payable in respect of any share is not paid before or on the day
appointed for payment thereof, the holder for the time being of such share
shall be liable to pay interest for the same at the rate of five pounds per
cent, per annum from the day appointed for the payment thereof to the time
of the actual payment.

(7.) The directors may, if they think fit, receive from any member willing to
advance the same all or any part of the moneys due iipon the shares held
by him beyond the sums actually called for ; and iipon the moneys so paid
in advance, or so much thereof as from time to time exceeds the amount of
the calls then made upon the shares in respect of which such advance has
been made, the company may pay interest at such rate as the member
paying such siun in advance and the directors agree upon.

Transfers of Shares.

(8.) The instrument of transfer of any share in the company shall be executed
both by the transferor and transferee, and the transferor shall be deemed
to remain a holder of such share until the name of the transferee is entered
in the register book in resjiect thereof.

9.) Shares in the company shall be transferred in the following form : —

I, ^. .0., of , in consideration of the siun of pounds paid to me

by C. I), of do hereby transfer to the said C. D. the share \_or shares]

numbered standing in my name in the books"''of the company,

to liold unto the said ('. J)., his executoi-s, administrators, and assigns,
subject to the several conditions on wliidi I held the same at the time
of the execution hereof ; and I the said C. D. do hereby agree to take
tho said share \_or shares] subject to the same conditions. As witness our
liands, tho day of .



The Companies Act, 1862. Act of 1862 801

(10.) Tlio company may decline to register any transfer of shares made by a

member who is indebted to them.
(11.) The transfer books shall be closed duiing the fourteen days immediately

preceding the ordinary general meeting in each year.



Transmission of Shares.

(12.) The executors or administrators of a deceased member shall bo the only
persons recognized by the company as having any title to his share.

(13.) Any person becoming entitled to a share in consequence of the death, bank-
ruptcy, or insolvency of any member, or in consequence of the marriage
of any female member, may be registered as a member upon such evidence
being produced as may from tunc to time be required by the company.

(14.) Any person who has become entitled to a share in consequence of tlie death,
banki'uptcy, or insolvency of any member, or in consequence of the mar-
riage of any female member, may, instead of being registered himself, elect
to have some person to be named by him registered as a transferee of such
share.

(15.) The person so becoming entitled shall testify such election by executing
to his nominee an instruniont of transfer of such share.

(16.) The instrument of transfer shall be presented to the company, accompanied
with such evidence as the directors may require to prove the title of the
transferor, and thereupon the company shall register the transferee as a
member.



Forfeiture of Shares.

(17.) If any member fails to pay any call on the day appointed for payment
thereof, the directors may at any time thereafter, diu-iug such time as the
call remains iinpaid, serve a notice on him, reqtiii-iag him to pay such call,
together vrith interest and any expenses that may have accrued by reason
of such non-pajauent.

(18.) The notice shall name a further day on or before which such call, and all
interest and expenses that have accrued by reason of such non-pajTiient,
arc to be paid. It shall also name the place where papnent is to be made
(the place so named being either the registered office of the company or
some other place at which calls of the company are usually made payable).
The notice shall also state that in the event of non-payment at or before the
time and at the place appointed the shares in respect of which such call
was made will be liable to be forfeited.

(10.) If the requisitions of any such notice as aforesaid are not complied Avith,
any share in respect of which such notice has been given may at any time
thereafter, before payment of all calls, interest, and expenses due in respect
thereof, has been made, be forfeited, by a resolution of the directors to that
effect.

(20.) Any share so forfeited shall be deemed to be the property of the company,
and may be disposed of in such manner as the company in general meeting
thinks fit.

(21.) Any member whose shares have been forfeited shall notwithstanding be
liable to pay to the company all calls owing iipon such shares at the time
of the forfeitiu'e.

(22.) A statutory declaration ia wi-iting, that the call in respect of a share was
made and notice thereof given, and that default in payment of the call
was made, and that the forfeitui-e of the share was made by a resolution
of the dii'ectors to that effect, shall be sufficient evidence of the facts
therein stated, as against all persons entitled to such share, and such
declaration and the receipt of the compnay for the price of such share, shall
constitute a good title to siich share, and a certificate of proprietorship shall
be delivered to a piu-chascr, and thereupon he shall be deemed the holder
of such share discharged from all calls due prior to such piu-chase, and
he shall not be boimd to see to the application of the piu-chase-money,
nor shaU his title to such share be affected by any irregnilarity in the pro-
ceedings in reference to such sale.

P. 3f



802 Appendix A.



Conversion of Shares into Stock.

(23.) The directors may, -with the sanction of the company previously given in
general meeting, convert any paid-up shares into stock.

(24.) Wlien any shares have been converted into stock, the several holders of
such stock may thenceforth transfer their respective interests therein, or
any part of such interests, in the same manner and subject to the same
regulations as and subject to vi^hich any shares in the capital of the com-
pany may be transferred, Or as near thereto as circumstances admit.

(25.) The several holders of stock shall be entitled to participate in the dividends
and profits of the company according to the amount of their respective
interests in such stock ; and such interests shall, in proportion to the
amount thereof, confer on the holders thereof respectively the same privi-
leges and advantages for the purpose of voting at meetings of the com-
pany, and for other pui-poses, as would have been confeiTed by shares
of equal amount in the capital of the company ; but so that none of such
privileges or advantages, except the participation in the dividends and
profits of the company, shall be conferred by any such aliquot part of
consolidated stock as woiLld not, if existing in shares, have conferred such
privileges or advantages.

Increase in Capital.

(26.) The directors may, with the sanction of a special resolution of the company
previously given in general meeting, increase its capital by the issue of
new shares, such aggregate increase to be of such amount, and to be
di^dded into shares of such respective amounts, as the company in general
meeting direct, or, if no direction is given, as the directors think expedient.

(27.) Subject to any direction to the contrary that m.ay be given by the meeting
that sanctions the increase of capital, all new shares shall be offered to the
members in proportion to the existing shares held by them, and such offer
shall be made by notice specifying the number of shares to which the
member is entitled, and limiting a time within which the offer, if not
accepted, vrill be deemed to be declined, and after the expiration of such
time, or on the receipt of an intimation from the member to whom such
notice is given that he dechnes to accept the shares offered, the directors
may dispose of the same in such manner as they think most beneficial to
the company.

(28.) Any capital raised by the creation of new shares shall be considered as
part of the original capital, and shall be subject to the same pro\'isions
with reference to the payment of calls, and the forfeiture of shares on
non-payment of calls, or otherwise, as if it had been part of the original
capital.

General Meetings.

(29.) The first general meeting shall be held at svich time, not being more than
six months after the registration of the company, and at such place, as the
directors may detei-mine.

(30.) Subsequent general meetings shall be held at such time and place as may
be prescribed by the company in general meeting ; and if no other time or
place is prescribed, a general meeting shall be held on the first Monday in
Febniary in every year, at such place as may be detemiined by the directors.

(31.) The above-mentioned general meetings shall be called ordinary meetings ;
all other general meetings shall be called extraordinary.

(32.) The directors may, whenever they think fit, and they shall upon a requisi-
tion made in "m-iting by not less than one-fifth in niunber of the members
of the company, convene an extraordinary general meeting.

(33.) Any requisition made by the members shall exjiress the object of the
meeting projioscd to be called, and shall be left at the registered ofiice of
the company.

(34.) Upon the receipt of such requisition the directors shall forthwith proceed to
C(jnvene an extraordinary gfiin-al meeting. If they do not proceed to
convene the same Avitliin twenty-one days from the date of the requisition,
the requisitionists, or any otlier members amounting to tlie required
number, may tliemselves convene an extraordinary general meeting.



The Companies Act, 1862. Act of 1862 803



Proceedings at General Meetings.

(35.) Seven days' notice at the least, sj^efafying the place, the day, and the hour
of meeting, and in case of special business the general nature of such
business, shall be given to tlu^ nienibers in manner hereinafter mentioned,
or in siich other manner, if any, as may be prescribed by the company in
general meeting ; but the non-receipt of such notic, by any member shall
not invalidate the proceedings at any general meeting.

(36.) All business shall be deemed special that is transacted at an extraordinary
meeting, and all that is transacted at an ordinary meeting, -wdth the excep-
tion of sanctioning a dividend and the consideration of the accounts,
balance sheets, and. the ordinary report of the directors.

(37.) No business shall be transacted at any general meeting, except the decla-
ration of a dividend, luiless a quorum of members is present at the time
Avlien the meeting proceeds to biisiness : and such cpiorum shall be ascer-
tained as follows ; that is to say, if the persons who have taken shares in
the company at the time of the meeting do not exceed ten in number,
the quoriun shall be five ; if they exceed ten there shall be added to the
above quoiiuu one for every five additional members up to fifty, and one
for every ten additional members after fifty, with this limitation, that no
quoiiun shall in any case exceed twenty.

(38.) If within one horn- from the time appointed for the meeting a quorum is not
present, the meeting, if convened upon the requisition of members, .shall
be dissolved : in any other case it shall stand adjourned to the same day
in the next week, at the same time and place ; and if at such adjoiu-ned
meeting a cj[uomm is not present it shall be adjourned sine die.

(39.) The chair-man (if any) of the board of dii-ectors .shall preside as chairman
at every general meeting of the company.

(40.) If there is no such chaii-man, or if at any meeting he is not present "within
fifteen minutes after the time appointed for holding the meeting, the mem-
bers present shall choose some one of their number to be chauTnan.

(41.) The chaimian may, with the consent of the meeting, adjourn any meet-
ing from time to time and from place to place, but no business shall be
transacted at any adjourned meeting other than the business left unfinished
at the meeting from which the adjoiuTiment took place.

(42.) At any general meeting, ixnless a poll is demanded by at least five members,
a declaration by the chaii'man that a resolution has been can-ied, and an
entry to that efi'ect in the book of proceedings of the company, shall
be sufficient e\'idence of the fact, vdthout pi'oof of the nmnber or pro-
portion of the votes recorded in favoxu" of or against such resolution.

(43.) If a poll is demanded by five or more members it shall be taken in .such
manner as the chairman directs, and the result of such poll shall be
deemed to be the resolution of the company in general meeting. In the
case of an equality of votes at any general meeting, the chairman shall
be entitled to a second or casting vote.

Votes of Members.

(44.) Every member shall have one vote for every share up to ten : he shall have
an additional vote for every five shares beyond the tii'st ten shares up to one
hundi-ed, and an additional vote for every ten shares beyond the fii'st
hvmch'ed shares.

(45.) If any member is a lunatic or idiot he may vote by his committee, curator
bonis, or other legal ciu-ator.

(46.) If one or more persons are jointly entitled to a share or shares, the member
whose name stands first in the register of members as one of the holders
of such .share or shares, and no other, shall be entitled to vote in respect of
the same.

(47.) No member shall be entitled to vote at any general meeting unless all calls
due from him have been paid, and no member shall be entitled to vote in
respect of any share that he has acquired by transfer at any meeting held
after the expiration of three months from the i-egistration of the com-
pany, unless he has been possessed of the share in respect tif wliiih he
claims to vote for at least three months previously to the time of holding
the meeting at which he proposes to vote.

(48.) Votes may be given either personally or by proxy.

8 F 2



804 Appendix A.

(49.) The instrument appointing a proxy shall be in writing, under the hand of
the appointor, or if such appointor is a corporation, under their common
seal, and shall be attested by one or more witness or witnesses : no person
shall be appointed a proxy who is not a member of the company.

(50.) The instrument appointing a proxy shall be deposited at the registered
office of the company not less than seventy -two hours before the time for
holding the meeting at which the person named in such instrument pro-
poses to vote, but no instniment appointing a proxy shall be valid after
the exjjii-ation of twelve months from the date of its execution.

(51.) Any instrument appointing a proxy shall be in the following fonn : —

" Company, Limited.

"I, , of , in the county of , being a member of the

Company, Limited, and entitled to vote [or votes] , hereby appoint

, of , as my proxy, to vote for me and on my behalf at the [ordi-
nary or extraordinary, as the case may he\ general meeting of the company

to be held on the day of , and at any adjoui'mnent thereof \or at

any meeting of the company that may be held in the year ].

" As witness my hand, this day of .

" Signed by the said in the presence of ."

Directors.

(52.) The number of the directors, and the names of the fii'st directors, shall be
determined by the subscribers of the memorandum of association.

(53.) Until directors are appointed the subscribers of the memorandiim of associa-
tion shall be deemed to be directors.

(54.) The futui-e remuneration of the directors, and their remuneration for
services performed previously to the first general meeting, shall be deter-
mined by the company in general meeting.

Powers of Directors.

(55.) The business of the company shall be managed by the dii-ectors, who may
pay all expenses incurred in getting up and registering the company, and
may exercise all such powers of the company as are not by the foregoing
Act, or by these articles, required to be exercised by the company in general
meeting, subject nevertheless to any regulations of these articles, to the
provisions of the foregoing Act, and to such regiolations, being not incon-
sistent with the aforesaid regiilations or provisions, as niay be prescribed
by the company in general meeting ; but no regulation made by the com-
pany in general meeting shall invalidate any prior act of the directors
which would have been valid if such regulation had not been made.

(5G . ) The continuing dii-ectors may act noivvithstanding any vacancy in their body.



Disqualijieation of Directors.

(57.) The office of dii-ector shall be vacated, —

If he holds any other office or place of profit imder the company :

If he becomes bankiiipt or insolvent :

If he is concerned in or participates in the profits of any contract with
the company :
But the aT)ove rules shall bo subject to the following exceptions : that no
director shall vacate his office by reason of his being a member of any
company which has entered into contracts with or done any work for the
company of which he is director ; nevertheless he shall not vote in respect
of such contract or work ; and if lie does so vote his vote shall not be
counted.

Eotution of Directors.

(58.) At the first ordinary meeting after the registration of the company the
whole of the directors shall rctii'o from office ; and at the fii'st ordinary



The Companies Act, 1862. Act of 1862 805

meeting- iu every subsequent year oue-tliird of the directors for the time
bciiio-, or if their uumhcr is not a multiple of three, then the number nearest
to one-third, sliuU ri'tiru from office.

(59.) The one-third or other nearest number to retire during the first and second
years ensuing the first ordinary meeting of the company shall, uidess the
directors agree among themselves, be determined by Vjallot : in every sub-
sequent year the one-tlm-d or other nearest number who have been longest
in office shall retire.

(60.) A retiring director shall be re-eligible.



Online LibraryFrancis Beaufort PalmerCompany precedents for use in relation to companies subject to the Companies acts, 1862 to 1890 ... (Volume 2) → online text (page 106 of 134)