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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and on my behalf at tlie [ordinary or extraordinary, as the case may ie]

general meeting of the company, to be held on the day of , and

at any adjoiu-nment thereof, to be held on the day of next [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.

(25.) The number of tlie directors, and the names of the first directors, shall be
det(>rmincd by the subscribers of the memorandum of association.

(2G.) Until directors arc appointed the subscribers of the memorandum of asso-
ciation shall for all the piu'poses of this Act be deemed to be directors.

Foivcrs of Directors.

(27.) The business of the company shall be managed by the directors, who may
exercise all such powers of the company as are not hereby required to be
exercised by the company in general meeting ; but no regulation made
by the company in general meeting shall invalidate any prior act of the
directors wliich would have been valid if such regulation had not been
made.

Election of Directors.

(28.) The dii-ectors shall be elected annually by the company in general meeting.

Business of Compamj.
\llere insert Eules as to mode in which business of Insurance is to be conducted.'}

Accounts.

(29.) The accounts of the company shall be audited by a committee of five mem-
bers, to be called the audit committee.

(30.) The first audit committee shall be nominated by the dii-ectors out of the
body of members.

(31.) Siibscqucnt audit committees shall be nominated by the members at the
ordinary general meeting in each )'ear.

(32.) The audit committee shall be supplied with a copy of the balance-sheet,
and it shall be their duty to examine the same Avith the accounts and
vouchers relating- thereto.

(33.) The audit committee shall have a list delivered to them of all books kept
by the company, and they shaU. at all reasonable times have access to the
books and accounts of the company : they may, at the expense of the
company, employ accountants or other persons to assist them in investigat-
ing such accounts, and they may in relation to such accounts examine
the directors or any other officer of the company.

(34.) The audit committee shall make a report to the members upon the balance-
sheet and accounts, and in every such report they shall state whether in
their opinion the balance-sheet is a fidl and fair balance-sheet, containing
the particulars required by these regulations of the company, and properly
drawn up, so as to exhibit a true and correct view of the state of the
company's affairs, and in case they have caUed for explanation or in-
formation from the directors, whether such explanations or information
have been given by the directors, and whether they have been satisfac-
tory, and such report shall be read together Avith the report of the dii'ectors
at the ordinary meeting.

li^otices.

(35.) A notice may be served by the company upon any member either perso-
nally, or by sending it tkrough the post in a prepaid letter adili-essed
to such member at Ins registered place of abode.

(36.) Any notice, if served by post, shall be deemed to have been served at the
time when the letter containing the same would be delivered in the ordi-
nary course of the post ; and in proying such service it shall be sufficient



814 Appendix A.

to prove that the letter containing the notice was properly addressed, and
put into the post-office.

Windinff-tip.

(37.) The company shall be wound up voluntarily whenever an extraordinary
resolution, as defined by the Companies Act, 1862, is passed requiring
the company to be wound up voluntarily.

Names, Addresses, and Descriptions of Subscribers.

"1. John Jones, of , in the county of , merchant.

"2. John Smith, of , in the county of .

" 3. Thomas Green, of , in the county of .

"4. John Thompson, of , in the county of .

"5. Caleb White, of , in the county of .

" 6. Andrew Brown, of , in the county of .

"7. Ccesar White, of , in the covmty of .

Dated the 22nd day of November, 1861.
Witness to the above signatiu-es,

A. B., No. 13, Hute Street, Clerkenwell, Middlesex.



FORM C.

Memoeandum and Aeticles of Association of a Company limited by Guarantee,
and ha\'ing a Capital di\aded into Shares.

Memorandum of Association.

1st. The name of the company is " The HigUand Hotel Company, Limited."

2nd. The registered office of the company will be situate in Scotland.

3rd. The objects for which the company is established are " the facilitating
travelling in the Hig-hlands of Scotland by providing hotels and conveyances by
sea and by land for the accommodation of travellers, and the doing all such other
things as are incidental or conducive to the attainment of the above object."

4th. Every member of the company undertakes to contribute to the assets of the
company in the event of the same being- wound up diu-ing the time that he is a
member, or within one year afterwards, for payment of the debts and liabilities of
the company, contracted before the time at Avhich he ceases to be a member, and
the costs, charges, and expenses of winding-up the same and for the adjustment of
the rights of the contributories amongst themselves, such amount as may be required,
not exceeding twenty pounds.

We, the several persons whose names and addi-esses are subscribed, are desirous
of being formed into a company, in [ piu'suance of this memorandum of
association.

Names, Addresses, and Descrii^tions of Subscribers.

"1. John Jones, of , in the county of , merchant.

" 2. John Smith, of , in the county of .

"3. Thomas Green, of , in the county of .

" 4. John Thompson, of , in the coimty of .

"5. Caleb White, of , in the county of .

" 6. Andrew Brown, of , in the county of .

" 7. Caesar White, of , in the county of .

Dated the 22nd day of November, 1861.
Witness to the above signatiu-es,

A. B., No. 13, Hute Street, Clerkenwell, Middlesex.



Articles of Association to accompany preceding Memorandnm of Association.

1. The capital of the company shall consist of five luindi-cd thousand pounds,
divided into five thousand shares of one hundred pounds each.

2. The directors may, with the sanction of the company in general meeting,
reduce the amount of shares.

3. Tlic directors may, with the sanction of the company in general meeting,
cancel any shares belonging to the company.

4. AU the articles of Table A. shall be deemed to be incorporated with these
articles, and to apply to the company.



The Companies Act, 1862.



Act of 1862 815



We, the several persons whose names and addi'esses are subscribed, agree to take
the number of shares in the capital of the company set opposite our respective
names.



Names, Addresses, and Description of Subscribers.



' 1. John Jones, of

' 2. John Smith, of

' 3. Thomas Green, of -

' 4. John Thompson, of

' 5. Caleb White, of —

' 6. Andrew Brown, of •

' 7. Ciiesar White, of —



, in the county of , . . ,

-, in the county of , . . .

, in the county of

, in the county of

— , in the county of . .

, in the county of ■

— , in the county of . .

Total shares taken



Number of Shares

taken by

each Subscriber.



200
25
30

40

15

5

10



325



Dated the 22nd day of November, 1861.
Witness to the above signatures,

A. B., No. 13, Hute Street, Clcrkenwell, Middlesex.



FORM D.

Memoeandtjm and Aeticles of Association of an unlimited Company having a
Capital di^^ded into Shares.

Memorandum of Association.

1st. The name of the company is " The Patent Stereotype Companj-."

2nd. The registered office of the company ■will be situate in England.

3rd. The objects for which the company is established are " the working of a

patent method of founding and casting stereotype plates, of which method John

Smith, of London, is the sole patentee."

We, the several persons whose names arc subscribed, are desirous of being formed
into a company in pui'suance of this memorandum of association.

Names, Addresses, and Description of Subscribers.

"1. John Jones, of , in the cormty of , merchant.

"2. John Smith, of , in the county of •.

"3. Thomas Green, of , in the county of .

"4. John Thompson, of , in the county of .

" 5. Caleb Wliite, of , in the county of .

" 6. Andrew Brown, of , in the coiuity of .

"7. Abel BroAvn, of , in the county of .

Dated 22nd day of November, 1861.
Witness to the above signatiu-es,

A. B., No. 20, Bond Street, Middlesex.



Articles of Association to accompani/ the preceding Memorandum of Association.



Capital of the Company.

The capital of the company is two thousand pounds, di'V'ided into twenty shares
of one hundred pounds each.

Application of Table A.

All the articles of Table A. shall be deemed to be incorporated with these articles,
and to apply to the company.



816



Appendix A.



We, the several persons whose names and addi-esses are subscribed, agree to take
the number of shares in the capital of the company set opposite our respective



names.




Names, Addresses, and Description of Subscribers.


Number of Shares

taken

by Subscribers.


" 1. John Jones, of , in the county of , merchant . .

"2. John Smith, of , in the county of


1
5


"3. Thomas Green, of , in the county of •

" 4. John Thompson, of , in the county of

" 5. Caleb White, of , in the county of


2
2
3


"6. Andrew Brown, of , in the county of

" 7. Abel Brown, of , in the county of


4
1






Total shares taken


18







Dated the 2'2nd day of November, 1861.
Witness to the above signatiu-es,

A. B., No. 20, Bond Street, Middlesex.



[Form H., below, teas altered by Board of Trade in 1885 {London Gazette, lith April),
under sect. 71 of the Act, and is 2}rinted as altered.'\ See Thring, 5th ed. 342.

rOEM E., as required by the Second Part of the Act.

SUMMAET OF CAPITAL AND ShAEES of the

of —



Company, made up to the day



Nominal capital £ divided into shares of £ each.

Niuuber of shares taken up to the day of .

There has been called up on each of shares £ .

Total amount of calls (including payments on application and allotment)
received £,— — -.

Total amount (if any) agreed to be considered as paid on shares £ .

Total amoiint of calls unpaid £ .

Total amount (if any) paid on shares forfeited £ .

List of persons holding shares in the Company on the day of , and

of persons who have held shares therein at any time during the year immedi-
ately preceding the said day of , showing theii- Names and Addresses,

and an Account of the Shares so held.





Names, Addeesses, and


Account of Shakes.






Occupations.














Ilegis-


















ter












Additional Shares


Shares held by




Ledger












held by existing


persons




con-




Chris-








Members dm-ing


no longer




taining


Sur-


tian


Ad-


Occu-




preceding year.


Members.




par-


name.


Name.


dress.


pation.


bers
on the








ticulars.






















day


Num-


Date of


Num-


Date of














of—.


ber.


Transfer.


ber.


Transfer.



























The Companies Act, 1862.



Act of 1862 8ir



FORM F.

Licence to huld Lands.

The Lords of tlio Committee of Privy Council appointed for the considenitiou of
matters relating to Trade and Foreigii Plantations hereby license tlie Asso-
ciation, Limited, to hold the lands hereimder described {^insert description of huids].
The conditions of this licence are [insert conditions, if any'].



THIED SCHEDULE.
FIRST PART.

{Repealed by S. L. R. Act, 1893.)

SECOND PART.

7 & 8 Vict. c. 113, s. 47.

Every company of more than six persons established on the sixth day of May, Existing com-
1844, for the pm-pose of carrying on the trade or business of bankers within the panics to have
distance of sixty-five miles from London, and not within the provisions of the the powers of
Act passed in the session holden in the seventh and eighth years of the reign of suino- and
her present Majesty, chapter one hundred and thirteen, shall have the same being sued,
powers and privileges of suing and being sued in the name of any one of the
public officers of such co-partnership as the nominal plaintiif, petitioner, or defen-
dant on behalf of such co-partnership ; and aU judgments, decrees, and orders,
made and obtained in any such suit, may be enforced in like manner as is pro-
vided with respect to such companies carrying on the said trade or business at
any place in England exceeding the distance of sixty-five miles from London,
under the jDrovisions of an Act passed in the seventh year of the reign of King
George the Fourth, chapter forty-six, intituled " An Act for the better regulating
co-partnerships of certain Bankers in England, and for amending so much of an
Act of the Thirty-ninth and Fortieth years of the reign of His late Majesty King
George the Third, intituled ' An Act for establishing an agreement with the
Governor and Company of the Bank of England for advancing the Sum of
Three Millions towards the Supply for the Ser\'ice of the year One thousand
eight hundred,' as relates to the same," provided that such fia'st-mentioned
company shall make out and deliver from time to time to the Commissioners
of Stamps and Taxes the several accoimts or retiu-ns requii-ed by the last-mentioned
Act, and aU the provisions of the last-recited Act as to such accoimts or returns
shall be taken to apply to the accounts or retiu-ns so made out and delivered by
such fii-st-mentioned companies as if they had been originally included in the
provisions of the last -recited Act.

20 & 21 Vict. c. 49, part of Section XII.

Notwithstanding anything contained in any Act passed in the Session holden Power to form
in the seventh and eighth years of the reign of her present Majesty, chapter banking part-
one hundred and thirteen, and intituled " An Act to regulate Joint Stock Banks nerships of
in England," or in any other Act, it shall be lawful for any number of persons, ten persons,
not exceeding ten, to carry on in pai'tnership the business of banking, in the
same manner and upon the same conditions in all respects as any company of not
more than six persons could before the passing of this Act have earned on such
business.



P.



3g



818



Appendix A.



Short title.
Act to be con-
strued as one
with 25 & 26
Vict. c. 89.



Commence-
ment of Act.



THE COMPANIES ACT, 1867.
30 & 31 YicT. c. 131.

{Amended hij 40 ^ 41 Vict. c. 26.)



An Act to amend " The Companies Act, 1862."



Be it enacted, &c.



[20tli August, 1867.]



Freli



minary.



1. This Act may be cited for all purjjoses as " The Companies Act, 1867."
2- The Companies Act, 1862, is hereinafter referred to as " The Principal Act ; "
and the principal Act and this Act are hereinafter distinjarnished as and may be
cited for all pvu-poses as "The Companies Acts, 1862 and 1867 ; " and this Act
shall, so far as is consistent with the tenor thereof, be construed as one wdth the
principal Act; and the expression "this Act" in the principal Act, and any
expression referring- to the principal Act which occurs in any Act or other docu-
ment, shall be construed to mean the principal Act as amended by this Act.

3. This Act shall come into force on the 1st day of September, 1867, which date
is hereinafter referred to as the commencement of this Act.



Company may
have directors
with unlimi-
ted liability.
Liability of
director, past
and present,
where Uability
is unlimited.



Director with
unliniit<'(l
liability may
have Kot-ofl' as



Unlimited Liability of Directors.

4. Where after the commencement of this Act a company is formed as a limited
company under the principal Act, the liability of the directors or managers of such
company, or the managing du'ector, may, if so pro\'ided by the memorandum of
association, be tinlinuted.

5. The following modifications shall be made in the thirty-eighth section of the
principal Act, with respect to the contributions to be required in the event of the
winding-up of a limited company under the principal Act, from any director or
manager whose liability is, in piu'suance of this Act, luilimited : —

(1.) Subject to the provisions hereinafter contained, any such director or manager,
whether past or present, shall, in addition to his liability (if any) to contri-
bute as an ordinary member, be liable to contribute as if he were at the
date of the commencement of such winding-up a member of an unlimited
company :

(2.) No contribution required from any past director or manager who has ceased
to hold such office for a period of one year or upwards prior to the
commencement of the wandlng-up shall exceed the amount (if any) which
he is liable to contribute as an ordinary member of the company :

(3.) No contribution rec[uired from any past director or manager in respect of
any debt or ]ial)ilitv of the ct)nipany contracted after the time at which he
ceased to hold such office shall exceed the amount (if any) which he is
liable to contribute as an ordinary member of the company :

(4.) Sul^joct to the pro\dsions contained in the regulations of the company, no
contribution required from any dii'cctor or manager shall exceed the
ainouiit (if any) which he is liable to contribute as an ordinary member,
unless tli(; Court deems it necessary to require such contribution in order to
satisfy the dc])ts and liabilities of the company, and the costs, charges, and
expenses of the winding-up.

6. In the event of the winding-up of any limited company, the Coiu't, if it think
fit, may make to any director or manager of such company whose liability is
unlimited the same allowance by way of set-off as under tlic one hundred and first



The Companies Act, 1867. Act of 1867 819

section of the principal Act it may make to a conti-ibutory wJ^cre the company i.s under s. 101 of

not limited. 25 & 2G Vict.

7. In any limited company in which, in pursuance of this Act, the liahility of a c. 89.
director or manager i.s unlimited, the dii-cctors or managers of the company (if any), Notice to be
and the member who proposes any person for election or appointment to such office, o-iven to
shall add to such proposal a statement that the liability of the person holding such Jlii-(.ctor on his
office will ho unlimited, and the promoters, directors, managers, and secretary (if election that
any) of such company, or one of them, shall, before such person accepts such office i^i^ liabUitv
or acts therein, give Idin notice in writing tliat his liability will be uidimited. -^yill Ijo

If any director, manager, or proposer make default in adding such stat(;ment, or unliinited.
if any promoter, dii-ector, manager, or secretary make defaidt in giving such notice,
he shall be liable to a peujilty not exceeding* one hundred pounds, and shall also be
liable for any damage which the person so elected or appointed may sustain from
such default, but the liability of the person elected or appointed shall not be affected
by such defardt.

8. Any limited company under the principal Act, Avhether formed before or after Existing
the conunencement of this Act, may, by a special resolution, if authorized so to do limited com-
by its regulations, as originally framed or as altered by special resolution, from panymay, by
time to time modify the conditions contained in its memorandum of associ.ation so special reso-
far as to render unlimited the liability of its directors or managers, or of the lution, make
managing director ; and such special resolution shall be of the same validity as if it liability of
had been originally contained in the memorandum of association, and a copy thereof directors
shall be embodied in or annexed to every copy of the memorandum of association unlimited,
which is issued after the passing of the resolution, and any default in this respect

shall be deemed to be a default in complying with the provisions of the fifty-foiirth
section of the principal Act, and shall be punished accordingly.

Ecdudion of Capital and Shares.

9. Any company limited by shares may, by special resolution, so far modify the Power to
conditions contained in its memorandum of association, if authorized so to do by its company to
regulations as originally framed or as altered by special resolution, as to rediice its I'cduce capital,
capital ; but no such resolution for reducing the capital of any company shaU come

into operation until an order of the Coiu't is registered by the registrar of joint
stock companies, as is hereinafter mentioned.

10. The company shall, after the date of the passing of any special resolution for Company to
reducing its capital, add to its name, until such date as the Coui't may fix, the add " and
words " and reduced," as the last words in its name, and those words shall, until reduced" to
such date, be deemed to be part of the name of the company "vvithin the meaning of its name for a
the principal Act. binited period.

11. A comi^any which has passed a special resolution for reducing" its capital, may Company to
apply to the Coui-t by petition for an order confii'ining- the reduction, and on the apply to'the
hearing of the petition, the Court, if satisfied that Avith respect to every creditor of Coiu-t for an
the company who, under the provisions of this Act, is entitled to object to the reduc- order confirm-
tion, either his consent to the reduction has been obtaiaed, or Ids debt or clauu has intr reduction,
been discharged or has determined, or has been secured as hereinafter proAaded, may

make an order confirming the reduction on such terms, and subject to such condi-
tions as it deems fit.

12. The expression '"the Coiu-t" shall, in this Act, mean the Court which has Definition of
jurisdiction to make an order for Avinding-up the petitioning company, and the the Coiu't.
eighty-first and eighty-third sections of the principal Act shall be construed as if

the tenn " winding-up " in those sections included proceedings under this Act, and
the Court may, in any proceedings under this Act, make such order as to costs as it
deems fit.

13. Where a company proposes to reduce its capital, every creditor of the com- Creditors may
pany who, at the date fixed by the Com-t, is entitled to any debt or claim which, if object to re-
that date were the commencement of the windiug-up of the company, would be duction, and
admissible in proof against the company, shall be entitled to object to the proposed list of object-
reduction, and to be entered in the list of creditors Avlio are so entitled to object. ing creditors

The Coui't shall settle a list of such creditors, and for that piupose shall ascertain to bo settled
as far as possible, without requii-ing an application from any creditor, the names of by the Court,
such creditors, and the nature and amount of their debts or claims, and may publish
notices fixing a certain day or days within which creditors of the company, who are
not entered on the list, are to claim to be so entered, or to be excluded from the
right of objecting to the proposed reduction.

14. Where a creditor whose name is entered on the list of creditors, and whose Court may

3g 2



820



Appendix A.



dispense vnth.
consent of
creditor on
seciu'ity being
given for his
debt.



Order and
minute to be
reoristered.



Minute to
form part of
memorandum
of association.



Saving of
rights of cre-
ditors who are
ignorant of
proceedings.



Copy of regis-
tered minute.



Penalty on
concealnifTit
of name of
creditor.



debt or claim is not discharged or determined, does not consent to the proposed
reduction, the Court may (if it think fit) dispense with such consent on the company
securing the payment of the debt or claim of such creditor, by setting apart and
appropriating in such manner as the Court may direct, a sum of such amount as is
hereinafter mentioned ; (that is to say, )

(1.) If the full amount of the debt or claim of the creditor is admitted by the com-
pany, or, though not admitted, is such as the company are willing to set
apart and appropriate, then the full amount of the debt or claim shall
be set apart and appropriated.
(2.) If the full amount of the debt or claim of the creditor is not admitted by the
company, and is not such as the company are willing to set apart and
appropriate, or if the amount is contingent or not ascertained, then the
Court may, if it think fit, inqiiire into and adjudicate upon the vaHdity of
such debt or claim, and the amount for which the company may be liable in



Online LibraryFrancis Beaufort PalmerCompany precedents for use in relation to companies subject to the Companies acts, 1862 to 1890 ... (Volume 2) → online text (page 108 of 134)