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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had no reasonable ground to believe that the person making the statement,
report, or valuation was competent to make it ; and
(c) With resjiect to every such untrue statement purporting to be a statement
made l)y an official person or contained in what purports to be a copy of
or extract from a public official document, that it was a correct and fair
representation of sucli statement or copy of or extract from such document,
or unless it is proved that having consented to become a director of the company he
withdrew his consent befoi-e the issue of the pro8i)cctus or notice, and that the
prospectus or notice was issued without his authority or consent, or that the pro-
spectus ornotice was issued without his knowledge or consent, and that on becoming



THE DIRECTORS LIABILITY ACT, 1890. Act of 1890 857

aware of its issue he forthwith gave reasonable public notice that it was so issued
without his knowledge or consent, or that after the issue of such prospectus or notice
and before allotment thereunder, he, on becoming aware of any untrue statement
therein, withdrew his consent thereto, and caused reasonable public notice of such
withdrawal, and of the reason therefor, to be given.

(2.) A promoter in this section means a promoter who was a party to the prepara-
tion of the pros])e('tus or notice, or of the portion thereof containing such untrue
statement, but shall not include any person by reason of his acting in a professional
capacity for persons engaged in procuring the formation of the company.

(3.) Where any company existing at the passing of this Act, which has issued
shares or debentures, shall bo desirous of obtaining further capital by subscriptions
for shares or debentures, and for that purpose shall issue a prospectus or notice, no
director of such company shall be liable in respect of any statement therein, unless
he shall have authorized the issue of such prospectus or notice, or have adopted or
X'atified the same.

(4.) In this section the word "expert" includes any person whose profession
gives authority to a statement made by him.

4. Where any such prospectus or notice as aforesaid contains the name of a Indemnity
person as a director of the company, or as having agreed to become a director where name
thereof, and such person has not consented to become a director, or -has withdrawn of person has
his consent before the issue of such prospectus or notice, and has not authorized or been impro-
consented to the issue thereof, the directors of the company, except any without perly inserted
whose knowledge or consent the prospectus or notice was issued, and any other as a director,
person who authorized the issue of such prospectus or notice shall be liable to indem-
nify the person named as a director of the company, or as having agreed to become

a director thereof as aforesaid, against all damages, costs, charges, and expenses to
which he may be made liable by reason of his name having been inserted in the
prospectus or notice, or in defending himself against any action or legal proceedings
brought against him in respect thereof.

5. Every person who by reason of his being a director, or named as a director or Contribution
as having agreed to become a director, or of his having authorized the issue of the from co-
prospectus or notice, has become liable to make any payment under the provisions directors, &c.
of this Act, shall be entitled to recover contribution, as in cases of contract, from

any other person who, if sued separately, would have been liable to make the same
payment.



858



Appendix A.



THE INDUSTEIAL AND PROYIDENT SOCIETIES
ACT, 1893.

(56 & 57 YicT. c. 39.)

(Royal Assent, 12tli September, 1893.)

Short title of 1. This Act may be cited as the Industrial and Provident Societies Act, 1893.
Act. 2. This Act shall come into operation on the 1st day of January next after the

Extent of Act, passing thereof, and shall extend to Great Britain and Ireland and the Channel

Islands.
Existing 3. Every incorporated society now existing, which has been registered or certified

societies. under any Act relating to industrial and provident societies, shall be deemed to be a

society registered under this Act, and its rules shall, so far as the same are not

contrary to any express provision of this Act, continue in force until altered or

rescinded.
Receipt in 45 , When a registered society is in liquidation, the signature to such a receipt

case of as aforesaid {i. e., in discharge of securities : see sect. 44) of the liquidator or liqui-

society in dators for the time being, described as such, shall have the same effect, and shall be

liquidation. entitled to the same exemption from stamp duty as would under this Act attach to

a similar receipt signed as aforesaid, if the society were not in liqtddation.
Provisions as 58. A registered society may be dissolved —

to dissolution (^a) By an order to wind up the society, or a resolution for the winding-up thereof,
of societies. made as is directed in regard to companies by the Companies Acts, 1862

pp. 608, 617 to 1890, the provisions whereof shall apply to any such order or resolu-

tion, except that the term "registrar" shall for the pvu'pose of such
winding-up have the meaning given to it by this Act ; or

(b) By the consent of three-fourths of the members, testified by their signatures

to an instrument of dissolution.
Transfer of 59. Any proceedings in the winding-up of a registered society which, at the

winding-up passing of this Act, are pending in any County Court may, on application made
from County by or on behalf of the registrar, with the consent of the Treasury, be transferred to
Court. the High Coui-t, and thereupon the Companies (Winding-up) Act, 1890, shall, so far

53 & 54 Vict, as applicable, apply thereto accordingly.

c. 63. 60. When a registered society is woundup in pursuance of an order or resolu-

Liability of tion, the hability of a present or past member of the society to contribute for pay-
memljcr.s in mcnt of the debts and liabihties of the society, the expenses of winding-up, and the
winding-up. adjustment of the rights of contrilmtories amongst themselves, shall be qualified as
follows : —

(«) No individual, society, or company who or which has ceased to be a member

for one year or upwards prior to the commencement of the winding-up,

shall bo liable to contribute.
(J) No individual, society, or company shall be liable to contribute in respect of

any debt or liability contracted after ho or it ceased to be a member.

(c) No individual, society, or company, not a member, shall bo liable to con-

tribute, unless it appears to the Court that the contributions of the existing

momberH are insufficient to satisfy the just demands on the society.
{(l) No contribution sliull be required from any individual, society, or company

exceeding the amount, if any, uiqmid on the shares in respect of which he

or it is liable as a past or present member.
(<f) An individual, society, or company shall bo taken to have ceased to be a

member in respect of any T^athdrawablo share withdrawn, from the date of

the notice or application for witlidrawal.



859



THE COMPANIES (WINDING-UP) ACT, 1893.

(56 & 57 YicT. c. 58.)

An Act to amend Section ten of the Companies (Winding-up) Act,
1890. [22nd September, 1893.]

Be it enacted by the Queen's Most Excellent Majesty, by and -with the advice and pp. 500, 550
consent of the Lords Spiritual and Temporal, and Commons, in this present Parlia-
ment assembled, and by the authority of the same, as follows :

1. An order for payment of money made by the Court under section ten of the q-^-^qj. riTi,Jer

Companies (Winding-up) Act, 1890, shall be deemed to be a final judgment within 53 & 54 Vict.

the meaning of paragraph (g) of sub-s. 1 of sect. 4 of the Bankruptcy Act, 1883. ^^ ^ '.»* it. ,

46 & 47 Vict.
c. 52.

2. This Act may be cited as " The Companies (Winding-up) Act, 1893." Short title.



860



Appendix A.



p. 606



THE BUILDING SOCIETIES ACT, 1894.



(57 & 58 YicT. c. 47.)



(Royal Assent, 25th August, 1894.)

Application of 8. — (1.) Notwithstanding anything in the Building Societies Acts every society
53 & 54 Vict, imder those Acts shall bo deemed to be a company within the meaning of the
c. 63 to build- Companies (Winding-up) Act, 1890.

ing societies. (2.) Any proceedings in the winding-up of any such society which at the passing

pp. 608 615 of this Act are pending in any County Court, may, on application by or on behalf

of the registrar, with the consent of the Secretary of State, be transferred to the

High Court, and thereupon the Companies (Winding-up) Act, 1890, shall, so far as

applicable, apply thereto accordingly.
Obligations of 9. When a society under the Building Societies Acts is being dissolved in manner
liquidators prescribed by its rules, or in pursuance of the consent of three-fourths of the
and trustees members, the provisions of the Building Societies Act shall continue to apply in
in case of dis- the case of the society as if the liquidators or other persons conducting the disso-
solution. lution of the society or the trustees appointed under the instrument of dissolution,

were the board of directors or committee of management of the society.
Liability of 10. When a society under the Building Societies Acts is being dissolved or wound

borrowing up, a member to whom an advance has been made under any mortgage or other

members in security, or under the rules of the society, shall not be liable to pay the amount
event of dis- payable under the mortgage or other seciu-ity or rules, except at the time or times
solution. and subject to the conditions therein expressed. This section shall come into

operation immediately after the passing of this Act.

11. [Account and balance sheet to be sent to registrar on dissolution.]
Short title and 29. This Act maybe cited as the Building Societies Act, 1894, and shall be
construction, construed as one with the Building Societies Act, 1874, the Building Societies

Act, 1875, the Building Societies Act, 1877, and the Building Societies Act, 1884,

and those Acts and this Act are in this Act referred to, and may be cited collectively,

as the Building Societies Acts.

30. Commencement of Act [iBt Jarm&vy, 1895).



861



THE STANNARIES COURT (ABOLITION) ACT, 1896.

(59 & 60 Vict. c. 45.)

An Act for abolishing the Court of the Vice-Warden of the Stannaries.

[14th August, 1896.]

Be it enacted by the Queen's most excellent Majesty, by and with the advice and
consent of the Lords Sjjiritual and Temporal, and Commons, in this present Parlia-
ment assembled, and by the authority of the same, as follows : —

1. — (1.) On the commencement of this Act the Court of the Vice- Warden of the Abolition of
Stannaries shall cease to exist, except for the purpose of continuinp^ and concluding Vice-War-
proceedings pending in that Court at that date, and as from that date all jurisdic- den's Court.
tion and powers of the said Court and its officers shall, except as aforesaid, be r^nr. «i ,

transferred to and vested in such of the County Courts as the .Lord Chancellor may '^'^' '
by order direct, and be exercised subject to and in accordance with rules of Court
for regulating the procedure in County Courts.

(2.) Provision may be made by order of the Lord Chancellor —
(«) for determining by to or before what officer, or in what office, may be done
anything requii-ed to be done by, to, or before any officer or in any office
of the said Coiirt of the Vice-Warden ;
(i) for transferring to a County Court any proceedings pending in the said Court

at the commencement of this Act ;
(c) for determining the place of sitting for the exercise of any jurisdiction trans-
ferred by this Act ;
{d) with respect to the use and disposal of any property which at the commence-
ment of this Act is held for the use of the said Court or of any officer of
the said Court, and of any room or building which at that date is appro-
priated for the use of the said Court or of the Vice-Warden, officers,
and suitors thereof ; and
(e) with respect to the custody of any records which at that date are under the
custody of the said Court.

2. There shall be paid to the persons who are at the commencement of this Act Pensions and
the Vice-Warden and officers of the Court of the Vice-Warden of the Stannaries remuneration,
such pensions, and on such conditions, and out of such funds (including the funds
mentioned in section twenty-nine of the Stannaries Act, 1887, and any other funds 50 & 61 Vict,
available for the purpose), as may be fixed by the Treasury with the concurrence of c. 43.

His Royal Highness the Prince of Wales and Duke of Cornwall, regard being had
to the date and form of appointment, and salary attached thereto, and to the nature
and length of the services of those persons and to the amount and nature of the
funds available for their pensions.

3. References in any unrepealed enactment to mines subject to the jurisdiction of Explanation
the Court of the Vice-Warden of the Stannaries, or within the cognizance of the of references
said Vice-Warden, shall be construed as applying to mines which would have been to Stannaries
subject to the jurisdiction of the said Court if it had not been abolished. Court.

4. — (1.) In the event of any dispute arising between — Reference

(«) any two or more mining companies ; or ^f certain

{b) any mining company and His Royal Highness the Prince of Wales and Duke disimtes to
of Cornwall, or any person having any estate or interest in the mine arbitration,
worked by or leased to that mining company ;
a judge of a coiinty court exercising the jurisdiction of the Stannaries Court may,
on the application of any party to the dispute, order that the matter in dispute be
tried before himself or before an arbitrator agreed on by the parties or an officer of
the Court, and the Arbitration Act, 1889, shall apply to any such reference. 52 & 53 Vict.

(2.) For the purposes of this section the expression "mining company" shall c, 49.
mean any person or body of persons engaged in or formed for working mines within
the stannaries.



862



Appendix A.



Repeal.
pp. 682, 613



Commence-
ment of Act.
Short title.



5. Tlie enactments described in the schedule to this Act are hereby repealed to
the extent mentioned in the third column of that schedule.

Provided that nothing in this repeal shall affect any proceedings pending in the
Court of the Vice-Warden of the Stannaries at the commencement of this Act, or
any appeal from the said Court pending at that date.

6. This Act shall come into operation on the first day of January one thousand
eight hundred and ninety- seven.

7. This Act may be cited as the Stannaries Court (Abolition) Act, 1896.



SCHEDULE.

Enactments Repealed.



Session and Chapter.



Title or Short Title.



Extent of Repeal.



16 Chas. 1, c. 15 ..

6 & 7 Will. 4, c. 106
2 & 3 Vict. c. 58 . .



7 & 8 Vict. c. 65 . ,



11 & 12 Vict. c. 83.

18 & 19 Vict. 0. 32.
25 & 26 Vict. c. 89.



32 & 33 Vict. c. 19.
50 & 51 Vict. c. 43.



An Act against diverse incroach-
ments and oppressions in the
Stannaries Courts.

The Stannaries Act, 1836

An Act to make further provision
for the administration of justice
and for improving the practice
and proceedings in the Courts of
the Stannaries of Cornwall, and
for the prevention of frauds by
vcorkmen employed in mines
within the county of Cornwall.

An Act to enable the council of His
Royal Highness Albert Edward,
Prince of Wales, to sell and ex-
change lands and enfranchise
copyholds, parcel of the posses-
sions of the Duchy of Cornwall,
to purchase other lands, and for
other purposes.

An Act to confirm the awards of
assessionable manors commis-
sioners, and for other purposes
relating to the Duchies of Corn-
wall and Lancaster.

An Act to amend and extend the
jurisdiction of the Stannaries
Court.

The Companies Act, 1862



The whole Act.



The whole Act, except sec-
tions four, six, and seven.
The whole Act.



Section forty.



The Stannaries Act, 1869
The Stannaries Act, 1887



Sections seven to eleven,
and section thirteen.



The whole Act, except sec-
tions one and thirty-one.

Section eighty-three, from
" and the vice- warden "
to end of section, sections
one hmidred and eight
and one hundred and six-
teen, section one hundred
and twenty - four from
"Provided" to the end
of the section, and section
one hundred and seventy-
two.

Sections twenty- seven to
thirty-three, and thirty-
eight to forty-four.

Sections eight, twenty-
eight, thirty, thirty-two,
and thirty-three.



863



THE PEEFEEENTIAL PAYMENTS IN BANKEUPTCY
AMENDMENT ACT, 1897.

(GO & 61 YicT. c. 19.)

An Act to amend the Law regarding Preferential Payments in the case
of Companies. [loth July, 1897.]

Be it enacted by the Queen's most excellent Majesty, by and with the advice and
consent of the Lords Spiritual and Temporal, and Commons, in this present Parlia-
ment assembled, and by the authority of the same, as follows :

1 . This Act may be cited as the Preferential Payments in Bankruptcy Amend- Short title,
ment Act, 1897.

2. In the winding-up of any company under the Companies Act, 1862, and the Priority of
Acts amendino- the same, the debts mentioned in section one of the Preferential certain debts.
Payments in Bankruptcy Act, 1888, shall, so far as the assets of the company 25 & 26 Vict'
available for payment of general creditors may be insufficient to meet them, have ^ gg
priority over the claims of holders of debentures or debenture stock under any ^'i ^'52 Vict
floating charge created by such company, and shall be paid accordingly out of any g_ g2.
property comprised in or subject to such charge.

3. In case a receiver is appointed on behalf of the holders of any debentures Payment of
or debenture stock of a company secured by a floating charge, or in case possession (Jebts out of
is taken by or on behalf of such debenture holders of any property comprised in or assets in
subject to such charge, then and in either of such cases, if the company is not at certain cases
the time in course of being wound up, the debts mentioned in section one of the

said Preferential Payments Act shall be paid forthwith out of any assets coming to
the hands of the receiver, or other person taking possession as aforesaid, in priority
to any claim for principal or interest in respect of such debentures or debenture
stock. And the periods of time mentioned in the said Act shall be reckoned from
the date of the appoiutment of the receiver or possession being- taken as aforesaid,
as the case may be. But any payments made under this section shall be recouped
as far as may be out of the assets of the company available for payment of general
creditors.

' Application

4. In the application to Ireland of this Act the Preferential Payments in Bank- to Ireland,
ruptcy (Ireland) Act, 1889, shall be substituted for the Preferential Payments in 52 & 53 Vict.
Bankruptcy Act, 1888, and in particular section four of the said Act of 1889 shall c. 60.

be substituted for section one of the said Act of 1888. 5I«&52 Vict.

c. 62.

5. This Act shall not extend to Scotland. Extent of

Act.



864



Appendix B.



(B.)— Rules and Orders.



Rules under
Order of 1862
not to apply in
compulsory
windings-up
after Deo. 31,
1890.

But applied
to voluntary
and super-
vision cases.
p. 3



GENERAL ORDER OF THE COURT OF CHANCERY
OF 11th November, 1862.

The Rules contained in the General Order of the Court of Chancery of 1862, and
the forms prescribed by such Rules, shall from and after the commencement of
these Rules cease to have effect or apply in the winding-up of any company wound
up under the order of the Court where the winding-up order is made after the 31st
of December, 1890. (R. 180 of 1890.)

In all proceedings for the winding-up of a company under the supervision of the
Court, or the voluntary winding-up of a company, to which these rules apply, the
rules contained in the General Order of the High Court of Chancery dated the 11th
of November, 1862, which relate to such proceedings, shall, so far as applicable, be
observed, subject to the following modifications : — •

(«.) Expressions in the said order relating to the judge shall be deemed to refer

to the judge of the High Court within the meaning of these rules.
(J.) Expressions in the said order relating to the chief clerk and the Chambers of

the judge shall be deemed to refer to the registrar and his office.
(c.) All orders shall be drawn up and filed in the office of the registrar in the
manner hereinbefore provided with reference to orders made on the com-
pulsory winding-up of a company, and rule 11 of these rules, relating to
the filing of afiidavits and other documents in the registrar's office, shall
apply to all such proceedings. (R. 17 of April, 1892.)



Petition to wind up Company.

1. Relates to intituling petitions for winding-up by or subject to the supervision
of the Court, and is supei'seded by R. 33 of 1890.

2. Relates to advertisements of petitions for winding-up by or subject to the
supervision of the Court, and is superseded by R. 34 of 1890.

3. Is in substantially the same words as, and is superseded by, R. 3o of 1890.

4. Is in substantially the same words as, and is superseded by, R. 36 of 1890.

5. Is in exactly the same words as, and is superseded by, R. 37 of 1890.



Order to tvind up Company.

p. 675 6. Every order for the winding-up of a company [by the Court, or] subject to

its supervision, sliall, witliin twelve days after the date thereof, be advertised by
the petitioner once in the London Gazette, and shall be served upon such persons (if
uijy) and in such manner as the Court may direct.

7. A c()i>y of every order for winding-up a company, certified to be a true copy
thereof as ])ass(;(l and entered, shall be left by the petitioner at the Chambers of
the judge, within ten days after the same sliall have been passed and entered,
and in default tlicreof any other person interested in the winding-up may leave the
same, and tlic judge inay, if he thinks fit, give the carriage and prosecution of the
order to sucli jx rson. ITpon such cojjy being left a summons shall bo taken out t^
proceed with the wiiiding-uj) of the conqjany, and be served upon all j>arties who
imiy have appeared ujjou the hearing of the petition. Upon the return of such



General Order, November, 1862. Order of 1862 865

summons, a time shall, if tlio judfjo tliiiik fit, 1)0 fixed for tlic appointment of an
official licjuidator, and for the proof of debts, and for the list of coutributorios to be
broui^ht in, and directions may be piven as to tlu' advertisements to be issued for all
or anj^ of such purposes, and generally as to the proceeding's and the parties to attend
thereon. The proceedings under the order shall be continued by adjournment, and,
■when necessary, by further summons, and any such direction as aforesaid may be
given, added to, or varied, at any subsequent time, as may be found necessary.

[The order is now on the file of the Coui-t, and no copy of it need be left there,
even in supervision proceedings. See jj. 138. A sunnnons to proceed in super-
vision was unusual, to say the least, even under the old practice.]

Official Liquidator.

Rr. 8 to 19 dealt exclusively with official liquidators, and have no longer any
ai)plication. (See R. 180 of 1890.)

Proof of Debts.
Rr. 20 to 28 dealt exclusively with proof of debts in a compulsory winding-up.

List of Contributories.

Rr. 29 to 31 dealt exclusively with the list of contributories in a compulsory
"winding-up.

Sales of Property.

32. Any real or personal property belonging to the company may be sold with
the approbation of the judge, in the same manner as in the case of a sale under a
decree or order of the Court in a suit, or, if the judge shall so direct, by the official
liquidator ; and upon any such sale by the official liquidator, the conditions or
contracts of sale shall bo settled and approved of by the judge, unless he shall
otherwise direct ; and the judge may, if he thinks fit, direct such conditions and
contracts, and the abstract of the title to the property, to be submitted to one of
the conveyancing counsel of the Court, under the second of the Consolidated Genei'al
Orders, and may, on any sale by public auction, fix a reserved bidding ; and, unless



Online LibraryFrancis Beaufort PalmerCompany precedents for use in relation to companies subject to the Companies acts, 1862 to 1890 ... (Volume 2) → online text (page 115 of 134)