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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It is ordered that the sd W. as such off recr and liqr, do send to the prove in order
creditors of the above-named coy of whose claims he has received to benefit in
notice, who have not already proved their claims, a final notice stating glares under
that unless such creditors do come in and prove their claims on or scheme.
before the 14th Oct., 1896, the sd W. will proceed to distribute the



760



AKK ANGEM ENTS — FO K MS .



shares of llie U. Cuy, Liintd (wliieh shares are, pursuant to tlie scheme
sanctioned by the order of the 22nd June, 1895, to be handed to the
sd W. for distribution amongst the creditors of the above-named coy),
having regard only to such creditors of the sd coy as shall have proved
their claims, And it is ordered that notice be also given to such
creditors that the sd shares of the U. Coy, Limtd, being issued as fully
pd, the accej)tance by such creditors of the sd shares in satisfaction of
their claims involves no liability upon them. And it is ordered that
an advertisement to the above effect be inserted by the sd W. once in
the London Gazette and The Times, the Morning Advertiser, the Daily
Telegraph, and the Wester7i Mail newspapers. House and Land Invest-
inent Trust (00117 of 1892), Brougham, Eeg., 25th Sept. 1896.



Form 849.

Advertise-
ment after
order.



(Title.)

Notice is hby given that by a scheme of arrangement between the
creditors and debenture holders of the above-named coy and the sd
coy, which scheme was sanctioned by an order, dated the 5th August,
1892, made in the above matter, and in the matter of the Joint
Stock Cos (Arrangement) Act, 1870, it is provided {i7iter alia) as
follows, &:c. : —

And notice is hereby further given that the holders of debenture
bonds issued by the West Indian, &c. Co., Limtd, or by the above-
named N. Corporation, Limtd, or of interest coupons in respect of such
debenture bonds, are required on or before the 8th day of September,
1894, to come in and prove their claims in respect thof by lodging with
E. and B., of — — -, the liqrs of the above-named N. Co., Limtd, their
proofs of debts, and the names and addresses of their solors (if any).

H. J. Hood, Eegistrar.
Dated this 16th day of July, 1894.



Arrangements under Sect. 136 of the Act of 1862.

Sect. 136 of 1862. — Any arrangement entered into between a company about to
be wound up voluntarily, or in the course of being wound up voluntarily, and its
creditors, shall be binding on the company if sanctioned by an extraordinary reso-
lution, and on the creditors if acceded to by three-fourths in number and value of
the creditors, subject to such right of appeal as is hereinafter mentioned.

Sect. 137 of 1862. — Any creditor or contributory of a company that has in manner
aforesaid entered into any arrangement with its creditors may, within three weeks
from the date of the completion of such arr;ingemcnt, appeal to the Court against
such arrangement, and the Court may thereupon, as it thinks just, amend, vary, or
confirm the same.

Arrangements are occasionally made under sect. 136 above. It is to bo observed
that no meeting of the creditors is required, but a large proportion, both in number



ARRANGEMENTS — FORMS. TOl

and value of tho creditors, must concur, in order to make the arrangcmeut binding.
The advantage of proceeding under the section is that it avoids the necessity of
applying for the sanction of the Court, as under the Act of 1870, supra, j). G99.
Looking to sect. 137, the utmost care must be taken that tho arrangement is
equitably framed. The assent of the creditors may be obtained by circular.



Reconstructions under Sect. 161 of the Act of 1862.

Such reconstructions are dealt with fidly iu Part I. of this work, jiji. '3\.\ et seq.



APPENDIX.



(A.) STATUTES: paoe

The Companies Act, 1862 765

The Companies Act, 1867 818

The Joint Stock Companies Arrangement Act, 1870 , 826

The Life Assurance Companies Act, 1870 , 827

The Life Assiirance Companies Act, 1872 828

The Supreme Court of Judicature Act, 1873 (s. 21 (o)) 830

The Companies Act, 1877 831

The Companies Act, 1879 832

The Companies Act, 1880 834

The Companies (Colonial Registers) Act, 1883 [and Clause Amending it] 836

The Companies Act, 1886 838

The Preferential Payments in Bankruptcy Act, 1888 8-10

The Companies (Memorandum of Association) Act, 1890 842

The Companies (Winding-up) Act, 1890 844

The Directors' Liability Act, 1890 856

The Industrial and Provident Societies Act, 1893 858

The Companies (Winding-up) Act, 1893 859

The Building Societies Act, 1894 860

The Stannaries Court (Abolition) Act, 1896 861

The Preferential Payments in Bankruptcy Amendment Act, 1897 863

(B.) EULES AND OEDEES :

General Order of the Court of Chancery of 1 1th Nov. 1862 864

The Companies Winding-uj) Rules, 1890 , 870

Nov. 29, 1890. — Order Vesting Jurisdiction in Chancery Judges 894

Nov. 29, 1890. — Order of Lord Chancellor excluding certain County

Courts 894

Dec. 31, 1890. — Preliminary Notice as to Unclaimed or Undistributed

Assets 894

Dec. 31, 1890. — Preliminary Order as to Liquidator's Statements 895

Jan. 1, 1891. — Order of Board of Trade notifying Appointment of In-
spector -G-eneral in Companies Liquidation 896

Jan. 1, 1591. — Order of Board of Trade notifying Appointment of Official

Receivers 896

Feb. 13, 1891.— Order of Board of Trade as to Forms of Gazette Notices. . 897

The Companies Winding-iip Rules of April, 1891 SD8

June 10, 1891. — Treasury Regulation as to Remission of Fees 901

Dec. 17, 1891.— Order of the Lord Chancellor as to Fees 901

Jan. 8, 1892. — Order of Board of Trade as to Form of General Proxy. . . . 905
Jan. 8, 1892. — Order of Board of Trade as to Form of Liquidator's State-
ment of Account 905

Feb. 5, 1892.— County Court Rule (1892) 146, as to Building and In-
dustrial Societies 905



764 APPENDIX.

(B.) EULES AND OIlI)EIiS—co?itiniied. page

March 26, 1892. — Order vesting Jurisdiction in Vaughan Williams, J. . . 906

The Companies Winding-up Rules (April), 1892 907

June 24, 1892. — Order as to Fees in case of Foreign Companies 914

July 28, 1892.— Order as to Adhesive Stamps 914

The Companies (Winding-up) Rules, August, 1892 (Transfer of Actions) . . 91o
Sept. 16, 1892. — Board of Trade Order appointing Official Receivers in

Winding-up of Building and Industrial Societies 915

Dec. 3, 1892.— Order as to Swearing Proof of Debt 916

Jan. 1893. — Board of Trade Directions to Liquidators 917

Jan. 1893. — Regulations of Board of Trade and Inland Revenue as to

Queen's Taxes 919

General Rules of 29th March, 1893 (Affidavit ; Substituting Petitioner) . . 920
Aug. 24, 1893. — Order as to Reduced Fees on Reconstruction or Arrange-
ment Scheme 920

Oct. 6, 1893.— Order as to Rochdale County Court 921

Jan. 31, 1894. — Order of Board of Trade as to Advertisement of Meeting
to Sanction Call 921

The Companies Winding-up Rules (April), 1895 921

June 26, 1895. — Order of Board of Trade as to Affidavit verifying Liqui-
dator's Account 922

The Companies (Winding-up) Rule, Nov. 1895 (as to Depositions in

Private Examinations) 922

April 13, 1896. — Treasury Warrant as to Fee on Copy Cash Book 923

May 19, 1896. — Rule 173a, as to Attendance in Chambers 923

Dec. 16, 1896. — Order assigning Jurisdiction of Abolished Stannaries

Court 923

The County Court (Stannaries Jurisdiction) Rules, 1897 925

(C.) PEACTICE DIRECTIONS:

May, 1892. — Transfers from County Courts 927

May, 1892.— Motions 927

June 2, 1892.^Epidence on Summons , . . . . 927

Oct. 1892.— Affidavits in Debenture Actions 927

Feb. 15, 1893.— Stitching Margins 927

Shorthand Notes of Evidence 928

Appointments before the Registrar 928

1894. — Undertaking on Filing Affidavits out of time 928

Nov. 29, 1895. — Practice Masters' Rule as to Title and Judge in Deben-
ture Actions , 928

Board of Trade Instructions to Official Receivers as to Fvirther Reports

under Sect. 8 of 1890 928

Jan. 6, 1896. — Circulation of Official Receivers' Observations 929

May 9, 1896. — Directions as to Service of Notice of Judgment 929

(D.) MISCELLANEOUS MATTEES :

Oct. 1891. — Queen's Printers' Directions as to Advertisements in Gazette 930

Stamps in Winding-up 930

List of Official Receivers, &c. (corrected to April 10, 1897) 931



'Gi



(A.) Statutes.



THE COMPANIES ACT, 1862.

(25 & 26 YicT. c. 89.)

An Act for tlie Incorporation, Regulation, and Winding-up of Trading
Companies and other Associations. [7tli August, 1862.]

Whrrcas it is expedient that the lawx relating to the incorporation, regulation, and
iviitding-up of trading companies and other associations should be consolidated and
amended : Be it therefore enacted by the Qnccn^s most Excellent Majesty, by and with
the advice and consent of the Lords Spiritual and Temporal, and Commons, in this
present Parliament assembled, and by the authority of the same, as follows :
{liepeahd by S. L. It. Act, 1893.)



rrellminary.

1. This Act may bo cited for all purposes as " The Companies Act, 1862." Short title.

2. 'This Act, with the exception of such temporary enactment as is hereinafter declared Commence-
to come into operation immediately, shall not come into operation until the second day of ment of Act
November, one thousand eight hundred and sixty -two, and the time at which it so comes

into operation is hereinafter referred to as the commencement of this Act.
{Repealed by S. L. It. Act, 1893.)



Definition of

insurance

comjianj.

Prohibition of

partnuiships

exceediuy

certain

number.



3. For the purposes of this Act a company that carries on the business of insur-
ance in common with any other business or businesses shall be deemed to be an
insurance company.

4. No company, association, or partnership^ consisting of more than ten persons
shall be formed, after the commencement of this Act, for the purpose of carrying
on the business of banking, unless it is registered as a company under this Act, or
is formed in pursuance of some other Act of Parliament, or of letters jjatent : and
no company, association, or partnership consisting of more than twenty persons
shall be formed, after the commencement of this Act, for the purpose of carrying
on any other business that has for its object the acquisition of gain by the comjiany,
association, or partuershiji, or by the individual members thereof, imless it is
registered as a company under this Act, or is formed in pursuance of some other
Act of Parliament, or of letter's patent, or is a company engaged in working mines
■within and subject to the jurisdiction of the Stannaries.

{See Stannaries Act, 1896.)

5. This Act is divided into nine Parts, relating to the following subject- Division of
matters : — Act.

The First Part, — to the Constitution and Incorporation of Companies and

Associations under this Act :
The Second Part, — to the Distribution of the Capital and Liability of Members

of Companies and Associations under this Act :
{Sects. 22 et scq. )

The Third Part, — to the Management and Administration of Companies and
Associations under this Act :
{Sects. 39 et seq.)



766



Appendix A.



The Fourth Part, — to the wiuding-up of Companies and Associations under
this Act :
{Secis. 73 ct seq.)

The Fifth Part,— to the Registration Office :

{Sect. 174.)
The Sixth Part, — to Application of this Act to Companies registered under the
Joint Stock Companies Acts :

{Sects, lib ct seq.)

The Seventh Part, — to Companies authorized to register under this A.ct :
{Sects. 179 et seq.)

The Eighth Part, — to Application of this Act to uni-egistered Companies :

{Sects. 199 et seq.)

The Ninth Part, — to repeal of Acts, and temporary Provisions.
{Sects. 105 et seq.)

PART I.

Constitution and Incoepoeation of CoiiPANiES and Associations undee this Act.

Memorandum of Association.

Mode of form- 6. Any seven or more persons associated for any lawful purpose may, by sub-
mg company, scribing their names to a memorandum of association, and otherwise complying
with the requisitions of this Act in respect of registration, form an incorporated
company, with or without limited liability.
Mode of 7. The liability of the members of a company for'med under this Act may,

limiting according to the memorandum of association, be limited either to the amount, if

liability of any, unpaid on the shares respectively held by them, or to such amount as the

members. members may respectively undertake by the memorandum of association to con-

tribute to the assets of the company in the event of its being wound up.
Memorandum 8. Where a company is formed on the principle of having the liability of its
of association members limited to the amount tmpaid on their shares, hereinafter referred to as a
of a company company limited by shares, the memorandum of association shall contain the f ollow-
limitedby ing things ; (that is to say,)

shares. (l.) The name of the proposed company, with the addition of the word "limited "

as the last word in such name :
(2.) The part of the United Kingdom, whether England, Scotland, or Ireland, in

which the registered office of the company is proposed to be situate :
(3.) The objects for which the proposed company is to be established:
(4.) A declaration that the liability of the members is limited :
(5.) The amount of capital with which the company proposes to be registered
divided into shares of a certain fixed amount :
Subject to the following regulations :

(1.) That no subscriber shall take less than one share :

(2.) That each subscriber of the memorandum of association shall write opposite
to his name the number of shares he takes.
{See Companies Act, 1867, s. 23.)

Memorandum 9, Where a company is formed on the principle of having the liability of its
of association members limited to such amount as the members respectively undertake to contri-
of a company bute to the assets of the company in tlie event of the same being wound up, herein-
limited by after referred to as a company limited by guarantee, the memorandum of association
guarantee. shall contain the following things ; (that is to say,)

(1.) The name of the proposed company, with the addition of the word " limited"

as the last word in such name :
(2.) The part of the United Kingdom, whether England, Scotland, or Ireland, in

which the registered office of the company is proposed to be situate :
(3.) The objects for which the proposed company is to be established :
(4.) A declaration that each member undertakes to contribute to the assets of the
company, in the event of the same being wound up, during the time that
he is a member, or within one year afterwards, for payment of the debts
and liabilities of tlio comi)any contracted before the time at which lie ceases
to be a mcmljor, and of the costs, charges, and expenses of winding up the
compjiny, and for the adjustment of the rights of the contributories amongst
themselves, sucli amount as may be required, not exceeding a specified
amount.



I



The CuMi'ANiEs Acr, 1862. Act of 1862 767

10. Where a compiiny is formed on tlic principle of having- no limit placed on the Memorandum
liability of its members, hereinafter referred to as an unlimited company, the memo- of association
randum of association shall contain the following' things ; (that is to say,) of an un-

(1.) The name of the proposed company: limited com-

(2.) The part of the United liingdoni, whether England, Scotland, or Ireland, in l^auy.

which the registered office of the company is proposed to be situate :
(3.) The objects for wliieh the proposed company is to be established.

11. The memorandum of association si will bear the same stamp as if it were a Stamp,
deed, and shall be signed by each subscriber in the j^resence of, and be attested by, signature,
one witness at the least, and that attestation sliall be a sufficient attestation in Scot- and effect of
laud as well as in England and Ireland : It sliall, when registered, bind the company memorandum,
and the members thereof to the same extent as if eacli member had subscribed his of asbociation.
name and affixed his seal thereto, and there were in the memorandum contained, on

the part of himself, his heirs, executors, and administrators, a covenant to observe
all the contlitions of such memorandum, subject to the pi-ovisions of this Act.

12. Any compauj^ limited by shares may so far modify the conditions contained Power of

in its memorandum of association, if authorized to do so by its i-egulatious as origi- certain com-
nally framed, or as altered by special resolution in manner hereinafter mentioned, panies to alter
as to increase its capital, by the issue of new shares of such amount as it thinks memorandum
exf)edient, or to consolidate and divide its capital into shares of larger amount than of association,
its existing shares, or to convert its paid-up shai'es into stock, but, save as afore-
said, and save as is hereinafter pi'ovided in the case of a change of name, no altera-
tion shall be made by any company in the conditions contained in its memorandum
of association.

(A)i(i see Companies Act, 18G7, and Companies {Memorandum of Association)
Act, 1890.)

13 . Any company under this Act, with the sanction of a special resolution of the Power of
company passed in manner hereinafter mentioned, and with the approval of the companies to
Board of Trade testified in writing under the hand of one of its secretaries or change name,
assistant secretaries, may change its name, and upon siich change being made the

registrar shall enter the new name on the register iu the place of the former name,
and shall issue a certificate of incorporation altered to meet the circumstances of the
case ; but no siich alteration of name shall affect any rights or obligations of the
company, or render defective any legal proceedings instituted or to be instituted by
or against the company, and any legal proceedings may be continued or commenced
against the company by its new name that might have been continued or commenced
against the company by its former name.

Articles of Association.

14. The memorandum of association may, in the case of a company limited by Reo-ulati'ms
shares, and shall, in the case of a company limited by guarantee or unlimited, be to be pre-
accompanied, when registered by articles of association signed by the subscribers scribed bv
to the memorandum of association, and prescribing such regulations for the comjjany articles of
as the subscribers to the memorandum of association deem expedient : The articles association,
shall be expressed in separate paragraphs, numbered arithmetically : They may

adopt all or any of the provisions contained in the Table marked A. in the fii'st
schedule hereto : They shall, in the case of a company, whether limited by guarantee
or unlimited, that has a capital divided into shares, state the amount of capital with
•which the company proposes to be registered ; and in the case of a company, whether
limited by guarantee or unlimited, that has not a capital divided into shares, state
the number of members with which the company proposes to be registered, for the
purpose of enabling the registrar to determine the fees payable on registration : In
a company limited by guarantee or unlimited, and having a capital divided into
shares, each subscriber shall take one share at the least, and shall write opjsosite to
his name in the memorandum of association the number of shares he takes.

15. In the case of a company limited by shares, if the memorandum of asso- Application
elation is not accompanied by articles of association, or iu so far as the articles do of Table A.
not exclude or modify the regulations contained in the Table marked A. in the first

schedule hereto, the last-mentioned regulations shall, so far as the same are appli-
cable, be deemed to be the regulations of the company in the same manner and to
the same extent as if they had been inserted in articles of association, and the
articles had been diilj^ registered.

16. The articles of association shall be printed, they shall bear the same stamp Stamp,

as if thej' were contained in a deed, and shall bo signed by each subscriber in the signature,
presence of, and be attested by, one witness at the least, and such attestation shall and effect of



'68



Appendix A.



articles of
association.



be a sufficient attestation in Scotland as well as in England and Ireland : When
registered, they shall bind the company and the members thereof to the same extent
as if each member had subscribed his name and affixed his seal thereto, and there
were in sucli articles contained a covenant on the part of himself, his heirs, executors,
and administrators to conform to all the regulations contained in such articles,
subject to the provisions of this Act ; and all moneys payable by any member to
the company, in pursuance of the conditions and regulations of the company, or
any of such conditions or regulations, shall be deemed to be a debt due from such
member to the company, and in Eiigland and Ireland to be in the nature of a
specialty debt.



Registration
of memo-
ry ndura of
association
and articles of
association,
with fees, as
in Table B.



EfPect of
registration.



Copies of
memorandum
and articles
to be given to
members.



Prohibition
against
identity of
names in
companies.



Prohibition
aguii.st
certain com-
panies hold-
ing land.



General Frovinions.

17. The memorandum of association and the articles of association, if any, shall
be delivered to the Registrar of Joint Stock Companies hereinafter mentioned, who
shall retain and register the same : There shall be paid to the registrar by a company
liaving a capital divided into shares, in respect of the several matters mentioned in
the Table marked B. in the first schedule hereto, the several fees therein specified,
■or such smaller fees as the Board of Trade may from time to time direct ; and by a
company not having a capital divided into shares, in respect of the several matters
mentioned in the Table marked C. in the first schedule hereto, the several fees
therein specified or such smaller fees as the Board of Trade may from time to
time direct : All fees paid to the said registrar in pursuance of this Act shall be
paid into the receipt of Her Majesty's Exchequer, and be carried to the account
of the Consolidated Fund of the United Kingdom of Great Britain and Ireland.

18. Upon the registration of the memorandum of association, and of the articles
of association in cases where articles of association are required by this Act or by
the desire of the parties to be registered, the registrar shall certify under his hand
that the company is incorporated, and in the case of a limited company that the
company is limited : The subscribers of the memorandum of association, together
with such other persons as may from time to time become members of the company,
shall thereupon be a body coi'porate by the name contained in the memorandum of
association, capable forthwith of exercising all the functions of an incoi-porated
company, and having perpetual succession and a common seal, with power to hold
lands, but with such liability on the part of the members to contribute to the assets
of the company in the event of the same being wound up as is hereinafter mentioned:
A certificate of the incorporation of any company g-iven by the registrar shall be
conclusive .evidence that all- the requisitions of this Act in respect of registration
iave been complied with.

19. A copy of the memorandum of association, having annexed thereto the
articles of association, if any, shall be forwarded to every membei', at his request,
on payment of the anxn. of one shilling or such less sum as may be prescribed by
the company for each copy ; and if any company makes default in forwarding a
copy of the memorandum of association and articles of association, if any, to a
member, in pursuance of this section, the comjDany so making default shall for
each offence incur a penalty not exceeding one pound.

20. No company shall be registered under a name identical with that by which a
fsubsisting company is already registered, or so nearly resembling the same as to be
loah'ulated to deceive, except in a case whei'e such subsistiug company is in the course
•of beiijg dissolved and testifies its consent in such mauner as the registrar requires ;
^and if any company, through inadvertence or otherwise, is, without such consent as



Online LibraryFrancis Beaufort PalmerCompany precedents for use in relation to companies subject to the Companies acts, 1862 to 1890 ... (Volume 2) → online text (page 99 of 134)