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{Repealed by C. {W. U.) Act, 1890, s. 33.)

46. The registrars and high bailiffs of the County Courts shall be remunerated for the Remuneration
duties to be performed by them under this Act, by receiving, for their own use, such fees of registrars
as may be from time to time authorized to be taken by any orders to be made by the Com- and high
missioners of the Treasury, with the consent of the Lord Chancellor ; and the Commis- bailiffs in
sioncrs of the 'Treasury are hereby authorized and empowered , with such consent as winding'-up
aforesaid, from time to time to make such orders : I'rovidcd that it shall be laufulfor the of companies.
said Commissioners, with the like consent as aforesaid, by an order to direct that after the

date named in the order any registrar or high bailiff shall, in lieu of receiving such fees,
be paid such fixed or fluctuating allowance as may in each case be thought just, and after
such date the said fees shall be accounted for and paid over by such registrar or high
bailiff in such manner as may be directed in the order.
{Repealed by C. {IF. U.) Act, 1890, s. 33.)

Saving.

47. Nothing in this Act contained shall exempt any company from the second Notice to

or third provisions of the one hundred and ninety-sixth section of the jirincipal Act, exempt corn-
restraining the alteration of any provision in any Act of Parliament or charter. panies from

provisions of
B. 196 of
2.5 & 26 Vict,
c. 89.



826



Appendix A.



THE JOINT STOCK COMPANIES AEEANGEMENT
ACT, 1870.



(83 & 34 YicT. c. 104.)

An Act to facilitate eompromises and arrangements between creditors
and shareholders of Joint Stock and other Companies in Liquida-
tion. [10th August, 1870.]

Wheeeas it is expedient to amend the law relating to the liquidation of joint stock
and other companies :
Be it enacted, &c.
Short title. 1. This Act may be cited as "The Joint Stock Companies Arrangement Act,

1870."

Where com- g. Where any compromise or arrangement shall be proposed between a company

promise pro- which is, at the time of the passing of this Act or afterwards, in the course of being

posed, Court wound up, either voluntarily or by or under the sujiervision of the Court, under the

of Chancery Companies Acts, 1862 and 1867, or either of them, and the creditors of such com-

may order a pany, or any class of such creditors, it shall be lawful for the Coiu't, in addition to

meeting of any other of its powers, on the application in a summary way of any creditor or the

creditors, kc, liquidator, to order that a meeting of such creditors or class of creditors shall be

to decide as summoned in such manner as the Court shall direct, and if a majority in number

to such com- representing three-fourths in vahie of such creditors or class of cieditors present

promise. either in person or by proxy at such meeting shall agree to any arrangement or

p. 699 compromise, such arrangement or compromise shall, if ^anctioned by an order of the
Court, be binding on all such creditors or class of creditors, as the case may be, and
also on the liquidator and contributories of the said company.

Interpreta- 3. The word ' ' company " in this Act shall mean any company liable to be wound

tion. up under " The Companies Act, 1862."

p. 689

Act and Com- 4. This Act shall be read and construed as part of "The Companies Act, 1862."

panics Act to

be read

together.



827



Extracts from

THE LIFE ASSURANCE COMPANIES ACT, 1870.

(33 & 34 YicT. c. 61.)

1. Short title : " The Life Assurance Companies Act, 1870."

2. In this Act— Interpreta-
The term " company" means any person or persons, corporate or imincorporate, tiou of terms.

not being registered under the Acts relating to friendly societies, who issue or are
liable under policies of assurance upon human life within the United Kingdom, or
who grant annuities upon human life within the United Kingdom :

The term "chairman" means the person for the time being presiding over the
court or board of directors of the company :

The term " policy-holder" means the person who for the time being is the legal
holder of the policy for securing the life assurance, endowment, annuity, or other
contract with the company :

The term " financial year " means each period of twelve months at the end of
which the balance of the accounts of the company is struck ; or if no such balance
is struck, then each period of tweh'o months ending with the 31st day of December :

The term " Court " means, in the case of a company registered or having its head
office in England, the High Court of Chancery ; in the case of a company registered
or having its head office in Ireland, the Court of Chancery in Ireland ; in all
cases of companies registered or having its head office in Scotland, the Court of
Session in either division thereof :

The term " registrar" means the Registrar of Joint Stock Companies in England
and Scotland, and the Assistant Registrar of Joint Stock Companies in Ireland.

18. Every company which makes default in complying with the requirements of Penalty for
this Act shall be liable to a penalty not exceeding fiftypounds for every day during non-compli-
which the default continues ; and if defaidt continue for a period of three months ance with Act.
after notice of default by the Board of Trade, which notice shall be published in
one or more newspapers as the Board of Trade may direct, and after such publica-
tion the Court may order the winding-up of the company in accordance with the
Companies Act, 1862, ujion the application of one or more policy-holders or share-
holders.

21. The Com-t may order the winding-up of any company, in accordance with Other circum-
the Companies Act, 1862, on the application of one or more policy-holders or share- stances under
holders, upon its being proved to the satisfaction of the Court that the company is which com-
insolvent ; and in determining whether or not the company is insolvent the Court pany may bo
shall take into account its contingent or prospective liability under policies and wound up.
annuity and other existing contracts ; but the Court shall not give a hearing to the p 50
petition until security for costs for such amount as the judge shall think reasonable

shall be given, and until a prima facie case shall also be established to the satisfac-
tion of the judge ; and in the case of a proprietary company having an uncalled
capital of an amoiuit sufficient, with the future premiums receivable by the com-
pany, to make up the actual invested assets equal to the amount of the estimated
liabilities, the Court shall suspend further proceedings on the petition for a reason-
able time (in the discretion of the Court) to enable the uncalled capital, or a suffi-
cient part thereof, to be called up ; and if at the end of the original or any extended
time for which the proceedings shall have been suspended, such an amount shall not
have been realized by means of calls as, with the already invested assets, to be equal
to the liabilities, an order shall be made on the petition as if the company had been
proved insolvent.

22. The Court, in the case of a company which has been proved to be insolvent. Power of
may, if it thinks fit, reduce the amount of the contracts of the company upon Court to
such terms and subject to such conditions as the Court thinks just, in place of reduce con-
makin^ a winding-up order, tracts,



828



Appendix A.



WindiDfy-up
of subsidiary-
company to
he ancillary
to winding-up
of principal
company.



Vahintion of
aniiuiticH and
policica.
p. 871



' Extracts from

THE LIFE ASSUEANCE COMPANIES ACT, 1872.
(35 & 36 Vict. c. 41.)

4. Where the business or any part of the business of a life assurance company
has, either before or after the passing of this Act, been transferred to another
company under an arrangement in pursuance of "which such first-mentioned com-
pany (in this Act called the subsidiary company), or the creditors thereof has or
have claims against the company to which such transfer was made (in this Act
called the principal company), then, if such principal company is being wound up
by or under the supervision of the Court, either at or after the passing of this Act,
the Court shall (subject as hereinafter mentioned) order the subsidiary company to
be wound up in conjunction with the principal company, and may by the same or
any siibsequent order appoint the same person to be liquidator for the two com-
panies, and make provision for such other matters as may seem to the Court
necessary, with a view to such companies being wound up as if they were one
company ; and the commencement of the winding-up of the principal company
shall, save as otherwise ordered by the Court, be the commencement of the
winding-up of the subsidiary company ; the Court, nevertheless, shall have regard,
in adjusting the rights and liabilities of the members of the several companies
between themselves, to the constitution of such companies, and to the arrangements
entered into between the said companies in the same manner as the Court has
regard to the rights and liabilities of different classes of contributories in the case
of the winding-up of a single company, or as near thereto as circumstances admit.

Where any subsidiary company or company alleged to be subsidiary is not in
process of being wound up at the same time as the principal company to which it is
subsidiary, the Court shall not direct such subsidiary company to be wound up
unless, after hearing all objections (if any) that may be urged by or on behalf of
such company against its being wound up, the Court is of opinion that such
company is subsidiary to the principal company, and that the winding-up of such
company in conjunction with the i^rincipal company is just and equitable.

AVhere any subsidiary company and principal company Hre being wound up by
different branches of the Court, the Court to which appeals from such branches
lie shall make an order directing in which branch the winding-up of such companies
is to be can'icd on, and the necessary proceedings shall be taken for carrying such
order into effect.

An application may bo made in relation to the winding-up of any subsidiary
company in conjunction with a principal company by any creditor of, or person
interested in, such principal or subsidiary company.

Where a company stands in the relation of a jirincipal company to one company,
and in the relation of a subsidiary company to some other company, or where
there are several companies standing in the rclaticm of subsidiary companies to one
princijiul company, the Court may deal with any number of such companies together
or in separate groups, as it thinks most expedient, upon the principles laid down in
tills section.

5. Where a life assurance company is being wound up by the Court, or subject
to the supervision of the Court, or voluntarily, the value of every life annuity and
life jiolicy rt(]uiring to be valued in such windi:ig-Tij) shall be estimated in manner
provided by the First Schedule to this Act, but this section shall not apply to any
company tlio winding-up of which has commenced before the passing of this Act,
unless tiie Court liuving cognizance of the wir.ding-up so order, which order that



The Life Assurance Companies Act, 1872. Act of 1872. 829

Court is hereby empowered to make, if it thiuk it expedient so to do, on tlio
application of any person interested in the winding-up of such company.

6. The rules in the first and second schedules to this Act shall be of the same Rules in fii'st
force as if they were rules made in pursuancu; of the one hundred and seventieth, and second
one hundred and seventy-first, and one hundred and seventy-third sections of the schedules to
Companies Act, 1862, as the case may be, and may be altered in manner provided be rules of
by the said sections, and rules may be made under the said sections for the purpose C<mrt.

of carrying- into effect the provisions of this Act with respect to the winding-up of p 371
companies.

7. AVhcre a company, either before or after the passing of this Act, has trans- Regulations
ferred its business to or been amalgamated witli another company, no policy-holder as to novations
in the first-mentioned company who shall pay to the other company the premiums by policy-
accruing due in respect of his policy shall by reason of any such payment made holders,
after the passing of this Act, or by reason of any other act done after the passing p 371

of this Act, be deemed to have abandoned any claim which he would have had
against the first-mentioned company on due payment of premiums to such company,
or to have accepted in lieu thereof the liability of the other company, unless such
abandonment and acceptance have been signified by some writing signed by him or
by his agent lawfully authorized.

8. This Act shall be construed as one with the Life Assurance Companies Acts, Construction
1870 and 1871 ; and those Acts and this Act may be cited together as "The Life and short
Assurance Companies Acts, 1870 to 1872;" and this Act may be cited as "The title.

Life Assurance Companies Act, 1872." gwj



FIRST SCHEDULE. (Sects. 5, G.) Schedules.

T) 371

Rule for Valuing an Annuity. ^ ■

An annuity shall be valued according to the tables used by the company which
granted such an annuity at the time of granting the same, and where such tables
cannot be ascertained or adopted to the satisfaction of the Court, then according to
the table known as the Government Annuities Experience Table, interest being
reckoned at the rate of four per centum per annum.

Rule fur Valuing a Folicg.

The value of the policy is to be the difference between the present value of the
reversion in the sum assured on the decease of the life, including any bonus or
addition thereto made before the commencement of the winding-up, and the present
value of the future annual premiums.

In calculating such present values the rate of interest is to be assumed as being
four per centum per annum, and the rate of mortality as that of the tables known
as the Seventeen Offices' Experience Tables.

The premium to be calculated is to be such premium as according to the said rate
of interest and rate of mortality is sufficient to provide for the risk incurred by the
office in issuing the policy, exclusive of any addition thereto for office expenses and
other charges.

SECOND SCHEDULE. (Sects. 5, 6.)

Where an assurance company is being wound up by the Court or subject to the p. 372
supervision of the Court, the official liquidator in the case of all persons appearing
by the books of the company to bo entitled to or interested in policies granted by
such company, for life assurance, endowment, annuity or other payment, is to
ascertain the value of such policies, and give notice of such value to such persons,
and any person to whom notice is so given shall be bound by the value so ascer-
tained unless he gives notice of his intention to dispute such value in manner and
witliin a time to be prescribed bj' a rule or order of the Court.



830 Appendix A.



THE SUPREME COURT OF JUDICATURE ACT, 1873.

(36 & 37 YicT. c. 66.)

326 Sect. 24, sub-s. 5. No cause or proceeding at any time pending in the High

Court of Justice, or before the Court of Appeal, shall be restrained by prohibition
or injunction ; but every matter of equity on which an injunction against the prose-
cution of any such cause or proceeding might have been obtained, if this Act had
not passed, either unconditionally or on any terms or conditions, may be relied on
by way of defence thereto : Provided always, that nothing in this Act contained
shall disable either of the said Courts from directing a stay of proceedings in any
cause or matter pending before it if it shall think fit ; and any person, whether a
party or not to any such cause or matter, who would have been entitled, if this Act
had not passed, to apply to any Court to restrain the prosecution thereof, or who
may be entitled to enforce, by attachment or otherwise, any judgment, decree, rule,
or order, contrary to which all or any part of the proceedings in such cause or
matter may have been taken, shall be at liberty to apply to the said Courts respec-
tively, by motion in a summary way, for a stay of proceedings in such cause or
matter, either generally, or so far as may be necessary for the purposes of justice ;
and the Court shall thereupon make such order as shall be just.

590 45. Appeals from inferior Courts to be determined by divisional Courts.



THE COMPANIES ACT, 1877. 831

(40 & 41 Vict. c. 26.)

An Act to amend the Companies Acts of 1862 and 1867.

[23rd July, 1877.]
{Kc tended h\j Companies Act, 1879.)

Whereas doubts have been entertained whether the 'power given by the Companies Act, 30 & 31 Vict.
1867, to a company of reducing its capital extends to paid-up capital, and it is expedient c. 131.
to remove .such doubts :

{Preamble repealed by S. L. 11. Act, 1894.)

Be it enacted, &c.

1. This Act may be cited for all purposes as the Companies Act, 1877. Short title.

2. This Act shall, so far as is consistent with the tenor thereof, be construed as Construction
one with the Companies Acts, 1862 and 1867, and the said Acts and this Act may be q£ a „i.
referred to as " The Companies Acts, 1862, 1867, and 1877." 05 v. on Vict

{JVords in italics repealed by S. L. R. Act, 1894.) on

3. The word " capital " as used in the Companies Act, 1867, shall include paid- 30 & 31 Vict,
up capital ; and the power to reduce capital conferred by that Act shall include a c. 131.
power to cancel any lost capital, or any capital unrepresented by available assets, or Construction
to pay off any capital which may be in excess of the wants of the company ; and of " capital "
paid-up capital may be reduced either with or without extinguishing or reducing and powers
the liability (if any) remaining on the shares of the company, and to the extent to Iq reduce
which such liability is not extinguished or reduced it shall be deemed to be pre- capital con-
served, notwithstanding anything contained in the Companies Act, 1867. tained in

4. The provisions of the Companies Act, 1867, as amended by this Act, shall 30 & 31 Vict
apply to any company reducing its capital in pui'suance of this Act and of the c. 131.
Companies Act, 1867, as amended by this Act: . ■■. ,.

Provided that where the reduction of the capit;d of a company does not involve F^ _ ■ ^ ^
either the diminution of any liability in respect of unpaid capital or the payment to • , f "
any shareholder of any ])aid-up capital, '„„ ^ -.-r. ,

(1.) The creditors of the company shall not, unless the Court otherwise direct, be , .,, ^^ '

entitled to object or required to consent to the reduction ; and
(2.) It shall not be necessary before the presentation of the petition for confirming
the reduction to add, and the Court may, if it thinks it expedient so to do,
dispense altogether with the addition of the words " and reduced," as
mentioned in the Companies Act, 1867. 30 & 31 Vict.

In any case that the Court thinks fit so to do, it may require the company to c. 131.
publish in such manner as it thinks fit the reasons for the reduction of its capital or
such other information in regard to the reduction of its capital as the Coiu't may
think expedient with a view to give proper information to the public in relation to
the reduction of its capital by a company, and, if the Court thinks fit, the causes
which led to such reduction.

The minute required to be registered in the case of reduction of capital shall show,
in addition to the other particulars required by law, the amount (if any) at the date
of the registration of the minute proposed to be deemed to have been paid up on
each share.

5. Any company limited by shares may so far modify the conditions contained in Power to re-
its memorandum of association, if authorized so to do by its regulations as originally duce capital
framed or as altered by special resolution, as to reduce its caj^ital by cancelling any by the can-
shares which, at the date of the passing of such i-esolution, have not been taken or cellation of
agreed to be taken by any person ; and the provisions of the Companies Act, 1867, u.mssued
shall not apply to any reduction of capital made in pursuance of this section. shares.

6. And whereas it is expedient to make jiro vision for the reception as legal Reception
evidence of certificates of incorporation other than the original certificates, and of of certified
certified copies of or extracts from any documents filed and registered under the copies of
Companies Acts, 1862 to 1877: -B^' it enacted, that any certificate of the incorporation documents
of any company given by the registrar or by any assistant registrar for the time as legal
being shall be received in evidence as if it were the original certificate ; and any evidence,
copy of or extract from any of the documents or part of the documents kept and 25 & 26 Vict,
registered at any of the ofBces for the registration of joint stock companies in c. 89.
England, Scotland, or Ireland, if duly certified to be a true copy under the hand of 30 >!c 31 Vict,
the registrar or one of the assistant registrars for the time being, and whom it shall c. 131.

not be necessary to prove to be the registrar or assistant registrar, shall, in all legal 40 & 41 Vict,
proceedings, civil or criminal, and in all cases whatsoever, be received in evidence c. 26.
as of equal vahdity with the original document.

{Words in italics repealed by S. L. li. Act, 1894.)



833



Appendix A.



Short title.

Act not to apply
to Bank of
England.
Act to be con-
strued with
25 & 26 Viet.
c. 89,

30 & 31 Vict.
c. 131, and
40 & 41 Vict,
c. 26.

Eegi.stration
anew of
company.
25 & 26 Vict,
c. 89.

30 & 31 Vict.
c. 131.

40 & 41 Vict,
c. 26.

42 A: 43 Vict.
c. 76.

25 & 26 Vict.
c. 89.
Reserve
capital of
company how
provided.
25 & 26 Vict.
c. 89.

30 & 31 Vict.
c. 131.

40 & 41 Vict.
c. 26.

42 & 43 Vict.
0. 76.



25 & 26 Vict.
c. 89, H. 182,
ropoaled, Jiud
liability of
bank of is.sui;
luilimitcd
ill respect of
notes.
p. 542



THE COMPANIES ACT, 1879.

(42 & 43 YicT. c. 76.)

An Act to amend the Law with respect to the Liability of Members
of Banking and other Joint Stock Companies ; and for other
purposes. [15th August, 1879.]

Be it enacted, &c.

1. This Act may be cited as the Companies Act, 1879.

2. This Act shall not apply to the Bank of England.

3. This Act shall, so far as is consistent v?ith the tenor thereof, be construed as
one with the Companies Acts, 1862, 1867, and 1877, and those Acts together with
this Act may be referred to as the Companies Acts, 1862 to 1879.

4. Subject as in this Act mentioned, any company registered before or after the
passing of this Act as an unlimited company may register under the Companies
Acts, 1862 to 1879, as a limited company, or any company already registered as a
limited company may re-register under the provisions of this Act.

The registration of an unlimited company as a limited company in pursuance of
this Act shall not affect or prejudice any debts, liabilities, obligations, or contracts
incurred or entered into by, to, with, or on behaK of such company prior to regis-
tration, and such debts, liabilities, contracts, and obligations may be enforced in
manner provided by Part VII. of the Companies Act, 1862, in the case of a company
registering in pursuance of that Part.

5. An unlimited company may, by the resolution passed by the members when
assenting to registration as a limited company under the Companies Acts, 1862 to
1879, and for the purpose of such registration or otherwise, increase the nominal
amount of its capital by increasing the nominal amount of each of its shares.

Provided always, that no part of such increased capital shall be capable of
being called up, excejit in the event of and for the pui-poses of the company being
wound up.

And, in cases where no such increase of nominal capital may be resolved upon,
an unlimited company may, by such resolution as aforesaid, provide that a portion
of its uncalled capital shall not be capable of being called up, except in the event of
and for the purposes of the company being wound up.

A limited company may by a special resolution declare that any portion of its
capital which has not been already called up shall not be capable of being called
up, except in the event of and for the purpose of the company being wound up ;



Online LibraryFrancis Beaufort PalmerCompany precedents for use in relation to companies subject to the Companies acts, 1862 to 1890 ... (Volume 2) → online text (page 110 of 134)