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

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and thereupon such portion of capital shall not be capable of being called up, except
in the event of and for the purposes of the company being wound up.

6. Section one hundred and eighty-two of the Companies Act, 1862, is hereby
repealed, and in place thereof it is enacted as follows: — A bank of issue registered
as a liinitod company, either before or after the passing of this Act, shall not be
entitled to limited liability in respect of its notes ; and the members thereof shall
continue liable in respect of its notes in the same manner as if it had been registered
as an unlimited company ; but in case the general assets of the company are, in the
event of the company being wound u]i, insuilicient to satisfy the claims of both
the Tiotc-holders and the general creditors, tlien the members, after satisfying the
rcitiaining demands of the note-holders, shall bo liable to contribute towards
payment of the debts of the general creditors a sum equal to the amount received
by the note-holders out of the general assets of the company.

For the purposes of this section the expression " the general assets of the
company" moans the funds available for payment of the general creditor as well
as the note-holder.



The Companies Act, 1879. Act of 1879. 833

It shall bo lawful for any bank of issue registered as a limited company to make
a statomont on its notes to the effect that the limited liability docs not extend to its
notes, and tliat the members of tlie company continue liable in respect of its notes
in the same manner as if it had been registered as an unlimited company.

7. — (1.) Once at the least in eveiy year the accounts of every banking company Audit of
registered after the passing of this Act as a limited company shall be examined by accounts of
an auditor or auditors, wlio shall bo elected annually by the company in general bankin"
meeting. ^ companies.

(2.) A director or officer of the company shall not be capable of being elected
auditor of such company.

(3.) An auditor on quitting office shall be re-eligible.

(4.) If any casual vacancy occurs in the oflSce of any auditor the surviving auditor
or auditors (if any) may act, but if there is no surviving auditor, the directoi's shall
forthwith call an extraordinary general meeting for the purpose of supplying the
vacancy or vacancies in the auditorship.

(5.) Every auditor shall have a list delivered to him of all books kept by the com-
pany, and shall at all reasonable times have access to the books and accounts of the
company ; and any auditor may, in relation to such books and accounts, examine
the directors or any other officer of the company : Provided that if a banking com-
pany has branch banks beyond the limits of Eui'ope, it shall be sufficient if the
auditor is allowed access to such copies of and extracts from the books and accounts
of any such branch as may have been transmitted to the head office of the banking
company in the United Kingdom.

(6.) The auditor or auditors shall make a report to the members on the accounts
examined by him or them, and ou every balance-sheet laid before the company iu
general meeting during his or their tenure of office ; and in every such report shall
state whether, in his or their opinion, the balance-sheet referred to in the report is
a full and fair balance-sheet properly drawn up, so as to exhibit a true and correct
view of the state of the company's affairs, as shown by the books of the company ;
and such report shall be read before the company in general meeting.

(7.) The remuneration of the auditor or auditors shall be fixed by the general
meeting appointing such auditor or auditors, and shall be paid by the company.

8. Every balance-sheet submitted to the annual or other meeting of the members Signature of
of every banking company registered after the passing of this Act as a limited com- balance-sheet,
pany shall be signed by the auditor or auditors, and by the secretary or manager

(if any), and by the directors of the company, or three of such directors at the

least. Application of

9. On the registration, in pursuance of this Act, of a company which has been ^5 & 28 Vict,
already registered, the registrar shall make provision for closing the former regis- 30 &'3i vict
tration of the companj^ and may dispense with the delivery to him of copies of any c. 131, and
documents with copies of which he was furnished on the occasion of the original 40 & 41 Vict,
registration of the company ; but, save as aforesaid, the registration of such a com- n-^^'oR v' f
pany shall take place in the same manner and have the same effect as if it were the c. 89

first registration of that company under the Companies Acts, 1862 to 1879, and as if 30 & 31 Vict,

the provisions of the Acts under which the company was previously registered and '^- l^''

regulated had been contained in different Acts of Parliament from those under which ^ 96 and

the company is registered as a limited company. 42 &'43 vict.

10. A company authorized to register under this Act may register thereunder c. 76.

and avail itself of the privileges conferred by this Act, notwithstanding any pro- Privileges of
visions contained in any Act of Parliament, royal charter, deed of settlement, con- Act available
tract of copartnery, cost book, regulations, letters patent, or other instrument notwithstand-
constituting or regulating the company. ing constitu-

tion of com-
pany.



3h



834



Appendix A.



Short title.

Construction

of Acts.

25 & 26 Vict.

0.89,

30 & 31 Vict.

c. 131,

40 & 41 Vict.

c. 26,

42 & 43 Vict.

c. 76.

Acoumulated
profits may be
returned to
shareholders
in reduction
of paid-up
capital.
No resolution
to take effect
till particulars
have been
registered.
Power to any
shareholder
within one
mouth after
passing of
resolution to
require com-
pany to retain
moneys paid
upon shares
held by such
person.



f'ompnny to
KjX'.iify iimonnt.s
wliicli hliiin-
liiilflf'i'.-i Imvf;
rfjuirod them
tfj retain under
B. 6 ; also to



THE COMPANIES ACT, 1880.

(43 YicT. c. 19.)

An Act to amend tlie Companies Acts of 1862, 1867, 1877, and 1879.

[24th Marcli, 1880.]

Be it enacted, &c.

1. This Act may be cited for all purposes as the Companies Act, 1880.

2. This Act shall, so far as is consistent with the tenor thereof, be construed as one
•with the Companies Acts, 1862, 1867, 1877, and 1879, and the said Acts and this
Act may be referred to as the Companies Acts, 1862 to 1880.

3. "When any company has accumulated a sum of undivided profits, which with
the consent of the shareholders may be distributed among the shareholders in the
form of a dividend or bonus, it shall be lawful for the company, by special resolu-
tion, to return the same, or any part thereof, to the shareholders in reduction of
the paid-up capital of the company, the unpaid capital being thereby increased by
a similar amount. The powers vested in the directors of making calls upon the
shareholders in respect of moneys unpaid upon their shares shall extend to the
amount of the unpaid capital as augmented by such reduction.

4. No such special resolution as aforesaid shall take effect until a memorandum,
showing the particulars required by law in the case of a reduction of capital by
order of the Court, shall have been produced to and registered by the Registrar of
joint stock companies.

5. Upon any reduction of paid-up capital made in pursuance of this Act, it shall
be lawful for any shareholder, or for any oue or more of several joint shareholders,
within one month after the passing of the special resolution for such reduction, to
require the company to retain, and the company shall retain accordingly, the whole
of the moneys actually paid upon the shares held by such person, either alone or
jointly wnth any other person or persons, and which, in consequence of such reduc-
tion, would otherwise be returned to him or them, and thereupon the shares in
respect of which the said moneys shall be so retained shall, in regard to the pay-
ment of dividends thereon, be deemed to be paid-up to the same extent only as the
shares on w'hich payment as aforesaid has been accepted by the shareholders in
reduction of their paid-up capital, and the company shall invest and keep invested
the moneys so retaiuod in such securities authorized for investment by trustees as
the company shall determine, and upon the money so invested, or upon so much
thereof as from time to time exceeds the amount of calls subsequently made upon
the sliares in respect of which such moneys shall have been retained, the company
shall pay such interest as sliall be received by them from time to time on such
securities, and the amount so retained and invested shall be held to represent the
future calls wliioh may bo made to replace the capital so reduced on those shares,
whether the amoinit oljtniued on sale of the whole or such proportion thereof as
represents the amount of any call when made, produces more or less than the
amount of such call.

6. From and aftfr such reduction of capital the company shall specify in the
uriTiual lists of mciiibrrs, to be itiadc l>y them in ]iuisiiaiic(! of tlie twenty-sixth
section of the (Joitijianics Act, 18(12, the aiiujiints which any of the shareholders of
the company sliall liavo reijuired the company to retain, and the company shall
have retained accordingly, iu pursuanco of the fifth section of this Act, and the



The Companies Act, 1880. Act of 1880. 835

company sliall also specify in the statements of account laid before any general specify amounts
meeting of the company the amount of the undivided profits of the company which j^' pi'olits rc-
shall liuve been returned to tlie shareholders in reduction of the puid-u^j capital of ii,jiii^i-,s.
the company under this Act. 26 ^ 2d Vict.

c. 89.

7. — (1.) Where the registrar of joint stock companies has reasonable cause to Powcr of
believe that a company, whether registered before or after the passing of this Act, rg.riistrar to
is not carrying on business or in operation, he shall send to the company by post a g^j^ii^^ names
letter inquiring whether the company is carrying on bu.-^iness or in operation. ^j defunct

(2.) If tlie registrar does not within one month of sending the letter receive any cgmnanies off
answer thereto, he shall within fourteen days after the expiration of the month pg^ister
send to the company by post a registered letter referring to thfe first letter, and °Rno
stating that no answer thereto has been received by the registrars and that if an P'
answer is not received to the second letter withiu one month from the date thereof,
a notice will be published in the Gt-azette with a view to striking the name of the
company oil' the register.

(3,) If the registrar either receives an answer from the company to the effect
that it is not cari-ying on business or in operation, or does not within one month
after sending the second letter receive any answer thereto, the registrar may
publish in the Gazette and send to the company a notice that at the expiration
of three months from the date of that notice the name of the company mentioned
therein will, unless cause is shown to the contrary, be struck off the register and
the company will be dissolved.

(4.) At the expii-ation of the time mentioned in the notice the registrar may,
unless cause to the contrary is previously shown by such company, strike the name
of such company off the reg'ister, and shall publihh notice thereof in the Gazette,
and on the publication in the Gazette of such last-mentioned notice the company
whose name is so struck off shall be dissolved : Provided that the liability (if any)
of every director, managing officer, and member of the company shall continue and
may be enforced as if the company had not been dissolved.

(5.) If any company or member thereof feels aggrieved by the name of such
company having been struck off the register in pursuance of this section, the
company or member may apply to the Superior Court in which the company is
liable to be Avouud up ; and such Court, if satisfied that the company was at
the time of the striking off' carrying on business or in operation, and that it is
just so to do, may order the name of the company to be restored to the register,
and thereupon the company shall be deemed to have continued in existence as if
the name thereof had never been struck off ; and the Court may by the order
give such dii-ections and make such provisions as seem just for placing the company
and all other persons in the same position as nearly as may be as if the name of
the company had never been struck off.

(6.) A letter or notice authorized or required for the purposes. of this section to
be sent to a comijany may be sent by post addressed to the company at its registered
office, or, if no office has been registered, addressed to the care of some director or
officer of the company, or if there be no director or officer of the company whose
name and address are known to the registrar, the letter or notice (in identical form)
may be sent to each of the persons who subscribed the memorandum of association,
addressed to him at the address mentioned in that memorandum.

(7.) In the execution of his duties under this section the registrar shall conform
to any regulations Avhich may be from time to time made by the Board of Trade.

(8.) In this section the Gazette means, as respects companies whose registered
office is in England, the London Gazette ; as respects companies whose registered
office is in Scotland, the Edinburgh Gazette ; and as respects companies whose
registered office is in Ireland, the Dublin Gazette.



e3H2



836



Appendix A.



Short title
and construc-
tion.

Definitions.



Power for
companies
to keep
colonial
registers.



2.5 & 2G Vict,
c. 89.



THE COMPANIES (COLONIAL EECISTEES) ACT, 1883.

(46 & 47 YicT. c. 30.)

An Act to authorize Companies registered under tlie Companies Act,
1862, to keep Local Registers of their Memhers in British
Colonies. [20th August, 1883.]

Wheeeas many companies registered under the Companies Act, 1862, carry on
business in British colonies, and dealings in their shares are frequent in such
colonies, but delay, inconvenience, and expense are occasioned by reason of the
absence of any legal provision for keeping local registers of members, and it is
expedient that such provisions as this Act contains be made in that behalf :
Be it therefore enacted, Szc. :

1. This Act may be cited for all purposes as the Companies (Colonial Registers)
Act, 1883 ; and this Act shall, so far as is consistent with the tenor thereof, be con-
strued as one with the Companies Acts, 1862 to 1880, and the said Acts and this Act
may be referred to as the Companies Acts, 1862 to 1883.

2. In this Act the term "company" means a company registered under the
Companies Act, 1862, and having a capital divided into shares ; the term " shares "
includes stock; the term " colony" does not include any place within the United
Kingdom, the Isle of Man, or the Channel Islands, but includes such territories as
may for the time being be vested in Her Majesty by virtue of an Act of Parliament
for the government of India, and any plantation, territory, or settlement situate
elsewhere within Her Majesty's dominions.

3. — (1.) Any company whose objects comprise the transaction of business in a
colony may, if authorized so to do by its regulations, as originally framed or as
altered by sjDecial resolution, cause to be kept in any colony in which it transacts
business a branch register or registers of members resident in such colony.

(2.) The company shall give to the registrar of joint stock companies notice of the
situation of the office where any such branch register (in this Act called a colonial
register) is kept, and of any change therein, and of the discontinuance of any such
office in the event of the same being discontinued.

(3.) A colonial register shall, as regards the particulars entered therein, be
deefncd to be a part of the company's register of members, and shall be prima facie
evidence of all ]iarticulars entered therein. Any such register shall be kept in the
mauner provided by the Companies Acts, 1862 to 1880, with this qualification, that
the advertisement mentioned in section thirty-three of the Companies Acts, 1862,
shall be inserted in some newspaper circulating in the district wherein the register
to b(; closed is kejit, and that any competent Court in the colony where such register
is kept shall be entitled to exercise the same jurisdiction of rectifying the same as is
by section thirty-five of the Companies Act, 1862, vested, as respects a register, in
England and Ireland in Her Majesty's superior Courts of law or equity, and that
all offences under section thirty-two of the Companies Act, 1862, may, as regards a
colonial register, be prosecuted summarily before any tribimal in the colony where
such register is kejjt having summary criminal jurisdiction.

(4.) The company shall transmit to its registered offi''e a copy of every entiy in
its colonial register or rej^'-isters as soon as may be after such entry is made, and the
<'-f)inpany sliall cause to be kept at its registered office, duly entered up from time to
time, a, (lii]ilii-;itc or dujilicatrs of its cdltmial register or registers. Tlie provisions
of section fliirty-two of tlic Companies Act, 1862, shall apply to every such dupli-
cate, and every such duijliiaie sliall, for all the i)urposes of the Companies Acts,
1862 to 1880, bo deemed to be part of the I'egister of members of the company.



Companies (Colonial Registers) Act, 1883. Act of 1883. 837

(5.) Subject to tlic provisions of this Act -with respect to the duplicate register,
the shares registered in a colonial register shall he distinguished from the shares
registered in the principal register, and no transaction with respect to any shares
registered in a colonial register shall, during the continuance of the registration of
such shares in such colonial register, be registered in any other register.

(6.) The company may discontinue to keep any colonial register, and thereupon
all entries in that register shall be transferred to some other colonial register kept
by the company in the same colony, or to the register of members kept at the
registered ofKce of the company.

(7.) In relation to stamp duties the folloTving provisions shall have effect : —
(fi.) An instrument of transfer of a share registered in a colonial register under
this Act shall be deemed to be a transfer of property situated out of the
United Kingdom, and unless executed in any part of the United Kingdom
shall be exempt from British stamp duty.
{^>.) Upon the death of a member registered in a colonial register under this Act,
the share or other interest of the deceased member shall for the purposes of
this Act so far as relates to British duties be deemed to be part of his
estate and effects situated in the United Kingdom for or in respect of
wliich probate or letters of administration is or are to be granted, or
whereof an inventory is to be exhibited and recorded in like manner as if
he were registered in the register of members kept at the registered office
of the company.
(8.) Subject to the provisions of this Act, any company may, by its regulations as
originally framed, or as altered by special resolution, make such pro^dsions as it may
think tit respecting the keeping of colonial registers.

{This clause amended by sect. 18 of Eevenue Act, 1889.)



THE REVENUE ACT, 1889.
(52 & 53 YicT. c. 42.)

18. Notwithstanding provision {h) in section seven [it should he provision (b) of sub-
sect. 7, of sect. 3] of the Companies (Colonial Registers) Act, 1883, the share or other
interest of a deceased member, registered in a colonial register under that Act, who
shall have died domiciled elsewhere than in the United Kingdom, shall, so far
as relates to British duties, not be deemed to be part of his estate and effects
situated in the United Kingdom, for or in respect of which probate or letters of
administration is or are to be granted, or whereof an inventory is to be exhibited
and recorded.



838



Appendix A.



25 & 26 Vict.
c. 89.
Short title.

ConstiTiction of

Acts.

25 & 26 Vict.

c. 89.

30 & 31 Vict.

c. 131.

40 & 41 Vict.

c. 26.

42 & 43 Vict.
c. 7rt.

43 Vict. c. 19.
46 & 47 Vict.
c. 2S.

S3 c^L- 34 Vict.
c. 104.

Effect of
diligence
"within sixty
days of
winding-up
by or subject
to supervision
of Court.



19 & 20 Vict,
c. 79.



Ranlfirig of
claim.s.



THE COMPANIES ACT, 1886.

(49 YicT. c. 23.)

An Act to amend tlie Companies Acts of 1862, 1867, 1870, 1877, 1879,
1880, and 1883. [4th June, 1886.]

Wheeeas it has become expedient to amend the provisions of the Companies Act,
1862, and of the other Acts amending the same hereinafter recited, in so far as the
said provisions relate to the liquidation of companies in Scotland :
Be it therefore enacted, &c. :

1. This Act may be cited for all purposes as the Companies Act, 1886.

2. This Act shall, so far as con.sistent with the tenor thereof, be construed as
one with the Companies Acts, 1862, 1867, 1877, 1879, 1880, and 1883, and the Joint
Stock Companies Arrangement Act, 1870, and the said Acts and this Act may be
refeiTed to as the Companies Acts, 1862 to 1886.

3. In the winding-up, by or subject to the supervision of the Court, of any
comjjany under the Companies Acts, 1862 to 1886, whose registered office is in
Scotland, where the winding-up shall commence after the passing of this Act, the
following provisions shall have effect :

(1.) Such winding-up shall, in the case of a winding-up by the Court as at the
commencement thereof, and in the case of a winding-up subject to the
supervision of the Court as at the date of the presentation of the petition,
on which a supervision order is afterwards pronounced, be equivalent to
an arrestment in execution and decree of forthcoming, and to an executed
or completed poiudiug ; and no arrestment or poinding of the funds or
effects of the company, executed on or after the sixtieth day prior to the
commencement of the winding-up by the Court, or to the presentation of
the petition on which a supervision order is made, as the case may be,
shall be effectual ; and such funds or effects, or the proceeds of such
effects, if sold, shall be made forthcoming to the liquidator : Provided
that any arrester or poinder, before the date of such winding-up, or of
such petition, as the case may be, who shall be thus deprived of the
benefit of his diligence, shall have preference out of such funds or effects
for the expense hona fide incurred by him in such diligence.

(2.) Such "«dnding-up shall, as at the respective dates aforesaid, be equivalent to
a decree of adjudication of the heritable estates of the company for pay-
ment of the whole debts of the company, principal and interest, accumu-
lated at the said dates respectively, subject always to such preferable
heritable rights and securities as existed at the said dates and are valid
and unchallengeable, and the right to poind the ground hereinafter
provided.

(3.) The provisions of section one hundred and twelve to one hundred and
seventeen inclusive, and also of section one hundred and twenty, of the
Bankruptcy (Scotland) Act, 1856, shall, so far as consistent with the
tenor of the recited Acts, apply to the realization of heritable estates
affected by such heritable rights and securities as aforesaid ; and for the
purposes of this Act the words "sequestration" and "trustee" occurring in
said sections of the Banla-uptcy (Scotland) Act, 1856, shall mean respectively
' ' liquidation ' ' and ' ' liquidator ; ' ' and the expression ' ' the Lord Ordinary
or the Court" shall mean " the Court " as defined by this Act.

(4.) No poinding of the ground which lias not been carried into execution by
sale of the effects sixty da3's before the respective dates aforesaid shall,
except to the extent hereinafter provided, be available in any question
with the liquidator : Provided that no creditor who holds a security over
the lieritablc estate preferable to the right of the liquidator shall be
prevented from executing a poinding of the ground after the respective
dates aforesaid, but such poinding shall in competition with the licjuidator
be available only for the interest on the debt for the current half-yearly
term, and for the airears of interest for one year immediately before the



Online LibraryFrancis Beaufort PalmerCompany precedents for use in relation to companies subject to the Companies acts, 1862 to 1890 ... (Volume 2) → online text (page 111 of 134)