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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respect thereof, in the same manner as if the company were being wound
up by the Court, and the amount fixed by the Court on such inqtdry and
adjudication shall be set apart and appropriated.

15. The registrar of joint stock companies, upon the production to him of an order
of the Court, confii'ming the rediiction of the capital of a company, and the delivery
to him of a copy of the order, and of a minute (approved by the Court), showing
with respect to the capital of the company, as altered by the order, the amount of
such capital, the number of shares in which it is to be divided, and the amount of
each share, shall register the order and minute, and, on the registration the special
resolution confirmed by the order so registered shall take effect.

Notice of such registration shall be published in such manner as the Court may
direct.

The registrar shall certify imder his hand the registration of the order and minute,
and his certificate shall be conclusive evidence that all the requisitions of this Act
with respect to the reduction of capital have been complied with, and that the capital
of the company is such as is stated in the minute.

16. The minute, when registered, shall be deemed to be substituted for the corre-
sponding part of the memorandiun of association of the company, and shall be of
the same validity, and subject to the same alterations, as if it had been originally
contained in the memorandum of association ; and, subject as in this Act mentioned,
no member of the company, Avhether past or present, shall be liable in respect of any
share to any call or contribution exceeding in amount the difference (if any) between
the amovmt which has been paid on such share, and the amount of the share as fixed
by the minute.

17. If any creditor who is entitled in respect of any debt or claim to object to the
reduction of the capital of a company under this Act is, in consequence of his igno-
rance of the proceedings taken Avith a view to such reduction, or of their nature and
effect ■wdth respect to his claim, not entered on the list of creditors, and after such
reduction the company is unable, within the meaning of the eightieth section of the
principal Act, to pay to the creditor tlie amount of such debt or claim, every person
who was a member of the company at the date of the registration of the order and
minute, relating to the reduction of the capital of the company, shall be liable to con-
tribute for the jjayment of such debt or claim an amount not cxc^eeding the amount
which he would have been liable to contribute if the company had conunenced to be
wound up on the day prior to such registration ; and on the company being wound
up, the Court, on the application of such creditor, and on proof that he was ignorant
of the proceedings taken with a Adew to the reduction, or of their nature and effect
with respect to his claun, may, if it think fit, settle a list of such contributories
accordingly, and make and enforce calls and orders on the contributories settled on
such list in the same manner in all respects as if they were ordinary contributories
in a winding-up ; ])ut the proA'isions of this section shall not affect the rights of the
contributories of the company among themselves.

18. A minute, when registered, shall be embodied in every copy of the memo-
randum of association issued after its registration ; and if any company makes
default in complying with the provisions of this section, it shall incur a penalty
not exceeding one pound for each cojiy in respect of which such defaidt is made,
and every dirc('t()r and manager of tli(; comjiaTiy who shall knowingly and wilfully
authorize or pcnnit such default shall in<-ur the like jicnalty.

19. If any director, manager, or officer of the company, wilfully conceals the
name of any creditor of the company, who is entitled to object to the proposed
reductitm, or wilfully misrepresents the nature or amount of the debt or claim
of any creditor of the company, or if any director or manager of the company
aids or abets in, or is privy to any such concealment or misrepresentation as



The Companies Act, 1867. Act of 1867 821

aforesaid, every sueli director, manager, or officer shall be yuilty of a mis-
demeanor.

20. The powers of making niles concerning winding-up conferred by the one Power to
hundred and seventieth, one hundred and seventy-first, one hundred and seventy- make rules
second, and one hundred and seventy-third sections of the principal Act, shall extended
respectively extend to making rules concerning matters in which jurisdiction is to making

by this Act given to the Court which has the power of making an order to wind rules concern-
up a company, and until such rules are made, the practice of the Court in matters ing matters in
of the same nature, shall, so far as the same is applicable, be followed. this Act.

{Words in italics repeakd by S. L. B. Act, 1881.)

Snhdivifiion of Shares.

21. Any company limited by sh.ares may by special resolution so far modify the Shares may
conditions contained in its memorandum of association, if authorized so to do by its be div-ided
regulations as originally framed or as altered by special resolution, as, by subdivi- into shares of
sion of its existing shares or any of them, to divide its capital, or any part thereof, smaller

into shares of smaller amount than is fixed by its memorandiun of association. amount.

Pro'v-ided that in the su]3di\'i8ion of the existing shares the proportion between the
amount which is paid and the amount (if any) which is unpaid on each share of
reduced amount shall be the same as it was in the case of the existing share or shares
from which the share of reduced amount is derived.

22. The statement of the nimiber and amount of the shares into which the capital Special reso-
of the company is di^dded, contained in every copy of the memorandum of associa- lution to be
tion issued after the passing of any such special resolution, shall be in accordance embodied in
with such resolution ; and any company which makes default in complying with the memorandum
provisions of this section shall inciir a penalty not exceeding one pound for each of association,
copy in respect of which such default is made ; and every director and manager of

the company who knowingly or wilfully authorizes or permits such default shall
incur the like penalty.

Associations not for Frofit.

23. "Where any association is about to be formed under the principal Act as a Special pro-
limited company, if it proves to the Board of Trade that it is formed for the purpose visions as to
of promoting commerce, art, science, religion, charity, or any other useful object, associations
and that it is the intention of such association to apply the profits, if any, or other formed for
income of the association, in promoting its objects, and to prohibit the payment of purposes not
any di^-idend to the members of the association, the Board of Trade may, by licence of gain,
under the hand of one of the secretaries or assistant secretaries, direct such associa-
tion to be registered "with limited liability, without the addition of the word limited

to its name, and such association may be registered accordingly, and upon registra-
tion shall enjoy aU the privileges and be subject to the obligations by this Act im-
posed on Umited companies, with the exceptions that none of the pro^'isions of this
Act that require a limited company to use the word limited as any part of its name,
or to publish its name, or to send a list of its members, directors, or managers to the
registrar, shall apply to an association so registered.

The licence by tlie Board of Trade may be granted upon such conditions and sub-
ject to such rcgrilations as the board think fit to impose, and such conditions and
regulations shall be binding on the association, and may, at the option of the said
board, be inserted in the memorandum and articles of association, or in both or one
of such dociunents.

Calls upon Shares.

24. Nothing contained in the principal Act shall be deemed to prevent any Company may
company under that Act, if authorized by its regulations as originally framed or as have some
altered by special resolution, from doing any one or more of the following things ; shares fully
namely, — paid and

(1.) Making arrangements on the issue of shares for a difference between the others not.
holders of such shares in the amount of calls to be paid, and in the time of
payment of such calls :

(2.) Accepting from any member of the company who assents thereto the whole
or a part of the amount remaining unpaid on any share or shares held by
him, either in discharge of the amount of a call payable in respect of any
other share or shares held by him, or without any call having been
made :



822



Appendix A.



(.3.) Paying dividend in proportion to tlie amount paid up on each ehare in
cases •where a larger amount is paid up on some shares than on others.
Manner in 25. Every share in any company shall be deemed and taken to have been issued

which shares and to be held subject to the payment of the whole amount thereof in cash, unless
are to be the same shaU have been otherwise detemuned by a contract didy made in writing,

issued and and filed mth the Registrar of Joint Stock Companies at or before the issue of such

held. shares.

P- 456 Transfer of Shaves.

Transfer may 26. A company shall on the application of the transferor of any share or interest

be reo-istered in the company enter in its register of members the name of the transferee of such

at request of share or interest, in the same manner and subject to the same conditions as if the

transferor. apphcation for such entry were made by the transferee.



Warrant of
limited shares
fully paid up
may be issued
in name of
bearer.



Effect of share
waiTant.

Ee-rcgistra-
tion of bearer
of a share
waiTant in the
register.

Regulations
of the com-
pany may
make the
bearer of a
share warrant
a member.

Entries in
register where
share warrant
issued.



Particulars to
be contained
in annual
summary.

Stnmps on
Hliaro wai'-
rants.



Penalties on



tihare War rants to Bearer.

27. In the case of a company Imiited by shares, the company, if authorized so to
do by its regulations as originally framed or as altered by special resolution, and
siibject to the provisions of such regulations, may, with respect to any share which
is fully paid iip, or with respect to stock, issiae under theii- common seal a warrant
stating that the bearer of the warrant is entitled to the share or shares or stock
therein specified, and may provide, by coupons or otherwise, for the payment of the
futiu-e dividends on the share or shares or stock included in such waiTant, herein-
after referred to as a share warrant.

28. A share warrant shall entitle the bearer of such waiTant to the shares or
stock specified in it, and such shares or stock may be transferred by the delivery of
the share warrant.

29. The bearer of a share wari'ant shall, subject to the regidations of the com-
pany, be entitled, on svuTendering such wan^ant for cancellation, to have his name
entered as a member in the register of members and the company shall be responsible
for any loss incurred by any person by reason of the company entering in its register
of members the name of any bearer of a share warrant in respect of the shares or
stock specified thereiu without the share wan-ant being siuTcudered and cancelled.

30. The bearer of a share waiTant may, if the regulations of the company so
pro^ide, be deemed to be a member of the company Avithin the meaning of the prin-
cipal Act, either to the full extent or for such purposes as may be prescribed by the
regidations :

Provided that the bearer of a share warrant shall not be qualified in respect of
the shares or stock specified in such warrant for being a director or manager of the
companj' in cases where such a cpialification is prescribed by the regulations of the
company.

31 . On the issue of a share warrant in respect of any share or stock the company
shall strike out of its register of members the name of the member then entered
therein as holding such share or stock as if he had ceased to be a member, and shall
enter in the register the following particulars :

(1.) The fact of the issue of the wan-ant ;

(2.) A statement of the shares or stock included in the wan-ant, distinguishing
each share by its number ;

(3.) The date of the issue of the warrant ;
And until the wan-ant is sun-cndered the above particulars shall be deemed to be
the particulars which are required by the twenty-fifth section of the principal Act
to be entered in th(> register of members of a company ; and on the surrender of a
waiTant the date of such suiTcnder shall be entered as if it were the date at which
a person ceased to be a member.

32. After the issue by the company of a share warrant the annual summary
rc(piircd by the twenty-sixth section of the principal Act shall contain the folloTving
particulars, — tlie total amount of shares or stock for which share warrants are
outstiinding at the date of the summary, and the total amount of share warrants which
liavc been issued and surrendered respectively since the last summary was made,
and the number of shares or amount of stock comprised in each warrant.

33. There shall be charged on every share warrant a stamp duty of an .amount
equal to three times the amount of the ad valorem stamp duty which woidd be
chargeable on a deed transferring the share or shares or stock specified in tlie war-
rant, if the consideration for the transfer were tho nominal value of sucli share or
shares or stock.

34. Whosoever forges, or alters, or ofpers, utters, disposes of, or puts off,



The Companies Act, 1867. Act of 1867 823

knowing tlio same to be forged or altered, any share warrant or coupon, or any persons

document purporting to be a share warrant or coupon, issued in pursuance of this committing

Act, or demands or endeavours to obtain or receive any share or interest of or in forgery.

any company under tlie principal Act, or to receive any dividend or money payable

in respect thereof, by wtuc of any such forged or altered share warrant, coupon,

or document, piu-jiortiug as aforesaid, knowing the same to be forged or altered,

with intent in any of the cases aforesaid to defraud, shall be guilty of felony, and

being convicted thereof, shall be liable, fit the discretion of the Court, to be kept in

penal servitude for life, or for antj term not less than five years, or to he imprisoned for

any term not exceeding two years, with or without hard labour, and ivith or icithout

solitary confinement.

{TFords in italics repealed by S. L. M. Act (2), 1893.)

35. Whosoever falsely and deceitfully personates any owner of any share or Penalties on
interest of or in any company, or of any share warrant or coupon issued in piu - persons falsely
suance of this Act, and thereby obtain, or eudeavoiirs to obtain, any such share or personating
interest, or share wari'ant or coupon, or receives, or endeavours to receive, any owner of
money due to any such o^vner, as if siich offender were the true and lawfid owner, shares.

shall be guilty of felony, and being convicted thereof, shall be liable, at the discre-
tion of the Court, to bo kept in penal scr^dtude for life, or for any term not less than
five years, or to be imprisoned for any term not exceeding two years, tvith or without hard
labour, and with or ivithout solitary confinement.

{Words in italics repealed by S. L. E. Act (2), 1893.)

36. Whosoever, without laT\'fiil authority or excuse, the proof whereof shall be Penalties
on the party accused, engraves, or makes upon any plate, wood, stone, or other on persons
material, any share warrant or coupon, purporting to be a share warrant or engraving
coupon issued or made by any particular company, under and in pursuance of this plates, &c.
Act, or to be a blank share warrant, or coupon issued or made as aforesaid, or to be

a part of such a share warrant or coupon, or uses any siich plate, wood, stone, or
other material for the making or printing any such share warrant or coupon, or any
such blank share warrant or coupon, or any part thereof respectively, or knowingly
has in his custody or possession any such plate, wood, stone, or other material, shall
be guilty of felony, and being con\'icted thereof, shall be liable, at the discretion of
the Court, to be kept in penal servitude for any term not exceeding fourteen years
and not less than five years, or to be imprisoned for any term not exceeding two years, with
or without hard labour, and with or ivithout solitary confinement.
{Words in italics repealed by S. L. IL Act (2), 1893.)

Contracts.

37. Contracts on behalf of any company under the principal Act may be made Contracts,
as follows; (that is to say,) how made,

(1.) Any contract which if made between private persons would be by law
required to be in writing, and if made according to English law to be
under seal, may be made on behalf of the company in writing under the
common seal of the company, and such contract may be in the same
manner varied or discharged :
(2.) Any contract which if made between private persons would be by law
required to be in "writing, and signed by the parties to be charged there-
with, may be made on behalf of the company in writing signed by any
person acting under the express or implied aiithority of the comi)any, and
such contract may in the same manner be varied or discharged :
(3.) Any contract which if made between private persons would by law be
valid although made by parol onlj', and not redxiced into wi-iting, may be
made by parol on behalf of the company by any person acting under
the express or implied authority of the company, and such contract may
in the same way be >^aried or discharged :
And all contracts made according to the pro\nsions herein contained shall be
effectiial in law, and shall bo binding upon the company, and theii' siiccessors and
all other parties thereto, their heirs, executors, or administrators, as the case may be.

38. Every prospectus of a company, and every notice inviting persons to sub- Prospectus,
scribe for shares in any joint stock company, shall specify the dates and the names <S:c. to specify
of the parties to any contract entered into by the company, or the promoters, dates and
directors, or trustees thereof, before the issue of such prospectus or notice, whether names of par-
eubject to adoption Ity the directors or the company, or otherwise ; and any pro- ties to any
spectus or notice not specifying the same shall be deemed fraudulent on the part of contract made



824



Appendix A,



prior to issue the promoters, directors, and officers of the company knowingly issuing the same,
of such pro- as regards any person taking shares in the company on the faith of such prospectus,
spectus, &c. unless he shall have had notice of such contract.



Company to
hold meeting
■n-itliin four
months after
registration.



Meetings.

39. Every company formed under the principal Act after the commencement of
this Act, shall hold a general meeting within four months after its memorandum of
association is registered ; and if such meeting is not held, the company shall be
liable to a penalty not exceeding five poimds a day for every day after the expiration
of such four- mouths, until tlie meeting is held ; and every director or manager of
the company, and every .subscriber of the memorandum of association who knowingly
authorizes or pennits such default, shall be Liable to the same penalty.



Contributory,
when not
qualified to
present
winding-up
petition.
p. 41



Winding-up
may be re-
ferred to
County Court.



As to transfer
of suit from
one County
Court to
another.

Parties
aggrieved
may appeal.



Powers to
frame rules
and orders
under h. 32 of
19 & 20 Vict.
c. 108.



Winding-up.

40. No contributory of a company under the principal Act .shall be capable of
presenting- a petition for winding-up such company, unless the members of the
company are reduced in number to less than seven, or unless the shares in respect
of wOiich he is a contributory, or some of them, either were originally allotted to
him or have been held by him, and reg'istered in his name, for a period of at least
six months during the eighteen months previously to the commencement of the
winding'-iip or have devolved upon him through the death of a former holder ;

Provided that where a share has diu'ing the whole or any part of the six months
been held by or registered in the name of the wife of a contributory either before or
after her marriage, or by or in the name of any trustee or tru.stees for such wdfe or
for the contributoiy, such share shall, for the purposes of this section, be deemed to
have been held by and registered in the name of the contributory.

41. Wlurc the High Court of Chancery in England makes an order for winding-up a
contpany iDidcr the principal Act, it may, if it thinks Jit, direct all subseeiuent proceedings
to he had in a County Court held under an Act of the session of the ninth and tenth years
of the reign of her present Majesty, chapter ninety-five, and the Acts amending the same ;
and thereupon such Comity Court shall, for the purpose of winding-up the company, he
deemed to he " the Cou7-t" ivithin the meaning of the principal Act, and shall have, for
the purposes of such winding-up, all the jurisdiction and powers of the High Court of
Chancery.

{Repealed hy C. [W. U.) Act, 1890, s. 33.)

42. Jf during the progress of a winding-up it is made to appear to the High Court of
Chancery that the same could he more conveniently jirosecuted in any other County Court,
it shall be competent for the High Court of Chancery to transfer the same to such other
County Court, and thereupon tlte winding-up shall proceed in such other County Court.

{liepealed hy C. [IF. U.) Act, 1890, s. 33.)

43. If any party in a winding-up under this Act is dissatisfied with the determination
or direction of a judge of a County Court en any matter in such winding-up, such party
may appeal from the same to the Vice-Cliancellor named for that purpose hy the Lord
Chancdlor hy general order : Provided that such party shall, within thirty days after
such determination or direction, give notice of such appeal to the other party or his
attorney, and also deposit with the registrar of the County Court the sum of ten pounds as
security for the costs of the appeal ; and the said Court of Appeal may make such final or
other decree or order as it thinks ft, and may also make such order with respect to the
costs of the said appeal as such Court may think proper, and such order shall he final.

{liepealed hy C. {W. U.) Act, 1890, s. 33.)

44. The County Court judges appointed or to he appointed hy the Lord Chancellor from
time to time to frame rules and orders for regulating the practice of the Courts, and forms
of proceedings therein, under the thirty-second section of an Act passed in the tiineteenth
and twentieth years of the reign of her present Majesty, chapter one hundred and eight,
shall frame the rules and orders for regulating the practice of the County Courts under
this Act, and forms of proceedings therein, and from time to time may amend such rules,
orders, and forms ; and such rules, orders, and forms or amended rules, orders, and forms,
certified under the hands of such judges or oj' any three or more of them, shall he suhmittcd
to the Lord Chu>iceUor, irho may alloiv or disallow or alter the same, and so from time to
time; and tlte rules, orders, and forms, or amended rules, orders, and forms, so allowed
or altered, shall from a day to he named hy the Lord Chancellor he in force in every County
Court.

{Repealed hy C. {11'. U.) Act, 1890, s. 33.)



The Companies Act, 1867. Act of 1867 825

45. The County Court Judges mentioned in the last section shall be empowered to frame Scale of costs
a scale of costs and charf/es to be paid to counsel and attorneys uith respect to all pro- to be framed
cccdings in a windiuy-up under this Act, and from time to time to amend such scale ; and by the judges.
such scale or amended scale, certified imdcr the hands of such judges or any three or more

of them, shall be submitted to the Lord Chancellor, tcho from time to time may allow or
disallow or alter the same ; and the scale or amended scale so allowed or altered shall, from
a day to be named by the Lord Chancellor, be in force in every County Court.



Online LibraryFrancis Beaufort PalmerCompany precedents for use in relation to companies subject to the Companies acts, 1862 to 1890 ... (Volume 2) → online text (page 109 of 134)