Charles Mac Naughten Sir Francis Beaufort Palmer.

Company precedents for use in relation to companies: subject to ..., Volume 2 online

. (page 115 of 152)
Online LibraryCharles Mac Naughten Sir Francis Beaufort PalmerCompany precedents for use in relation to companies: subject to ..., Volume 2 → online text (page 115 of 152)
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incorporated 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 l^e event of the same being wound
up as is hereinafter mentioned : [A certificate of the incorporation of any ctnnpany
given by the registrar shall be conclusive evidence that all the requisitions of tiiiB
Act in respect of registration have been complied with.]

(Words in brackets ar$ repnUed by Companies Aet^ 1900, s, 33. See s, I of
that Act,)

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

20. No company snail be reg^istered under a name identical with that by whidi
a subsisting company is already registered, or so nearly resembling the same as to
be calculated to deceive, except in a case where such subsisting company is in the
course of bein^ dissolved and testifies its consent in such manner as the registrar
requires ; and if any company, through inadvertence or otherwise, is, wiUiout such
consent as aforesaid, registered by a name identical with that by which a snbsistiiig
company is registered, or so nearly resembling the same as to be calculated to
deceive, such first-mentioned company may, with the sanction of the registnri
change its name, and upon such change being made the registrar shall enter the
new name on the registco* in the place of the former name, and shall issue a certifi-
cate of incorporation altered to meet the drcnmstances of the case ; but no such
alteration of name shall affect any rights or obligations of the company, or render
defective any legal proceedings instituted, or to be instituted, by at 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 oommenoed against
the company by its former name.

21. ISo company formed for the purpose of promoting art, scienoe, religion,
charity, or any other like object, not mvolving the acquisition of gain by the
company or by the individual members thereof, shall, witiiout the sanction A the
Board of Trade, hold more than two aciee of land ; but the Board of Trade inayt



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The CokPANiES Act, 1862. Act of 1862 1925

hj license under tbe hand of one of their principal secretaries or assistant secretaries,
empower any such company to hold lands in such quantity and subject to saoh
conditions as they think fit.

PART n.
DiSTBiBTTnoN ov Caphal and Liabilitt of Mexbbbs or CkncPANiBS akd

ASSOGLA-TIONS UNDEB THIS AOT.

Distributum of Capital.

22. The shares or other interest of any member in a company under this Act Nature of
shall be personal estate, capable of being transferred in manner provided by the interest in
regulations of the company, and shall not be of the nature of real estate, and each company,
share shall, in the case of a company having a capital divided into shares, be dis- p^^ j^ g(]| ^^^
tin^ruished by its appropriate number. p^ '537

23. The subscribers of the memorandum of association of any company under *

this Act shall be deemed to have agreed to become members of the company whose 7; '^ y^ JJ
memorandum they have subscribed, and upon the registration of the company shall niember.
be entered as members on the register of members hereinafter mentioned ; and every pp. 88 — 40
other person who has agreed to become a member of a company under this Act,
and whose name is entered on the register of members, shall be deemed to be a
member of the company.

24. Any transfer of the share or other interest of a deceased member of a com- Transfer by
pany under this Act, made by his personal representative, shall, notwithstanding personal re-
such personal representative may not himself be a member, be of the same validity presentative.
as if he had been a member at the time of the execution of the instrument of pt. I. 8th ed.
transfer. p. 577

25. Every company under this Act shall cause to be kept in one or more books jj^ j_x f
a register of its members, and there shall be entered therein the following par- ^ f!^'
ticulars : members.

(1.) The names and addresses, and the occupations, if any, of the members of P* WO
the company, with the addition, in the case of a company having a capital
divided into shares, of a statement of the shares held by each member,
distinguishing each share by its number : and of the amount paid or agreed
to be considered as paid on the shares of each member :
(2.) The date at which the name of any person was entered in the register as

a member :
(3.) The date at which any person ceased to be a member :
And any company acting in contravention of this section shall incur a penalty
not exceeding five pounds for every day during which its default in oomphriog
-with the provisions of this section continues, and every director or manager of the
company who shall knowingly and wilfully authorize or permit such contravention
shall incur the like penalty.

{Extended by Companies Act , 1867, ». 31.)

26. Every company under this Act, and having^ a capital divided into shares, Annnal list
ahall make, once at least in every year, a list of all persons who, on the fourteenth of members,
day succeeding the day on which itie ordinary g^eral meeting, or if there is more Pt. I. 8th ed.
than one ordinary meeting in each year, the first of such ordinary general meetings pp. 628, 580,
is held, are members of the company ; and such list shall state the names, addresses, Oil

and occupations of all the members therein mentioned, and the number of shares
held by each of them, and shall contain a summary specifying the following par-
tionlars:

(1.) The amount of the capital of the company, and the number of shares into

which it is divided :
(2.) The number of shares taken from the commencement of the company up to

the date of the snmmary :
(3.) The amount of calls made on eaoh share :
?4.) The total amount of calls received :
r6. ) The total amount of calls unpaid :
(6.) The total amount of shares forfeited :

(7.) The names, addresses, and occupations of the persons who have ceased to be

members since the last list was made, and the number of shares held by

eaoh of them.

The above list and summary shall be contained in a separate part of the register,

furui shall be completed withm seven days after such fourteenth day as is mentioned

p. 3o



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926



Ai



PPENDIX A.



Penalty on
txmipanjr, &e,
not Jreeping
a proper
register.



Company to give
notice of con-
solidation or of
oonyereion of
capital into
vtook.

Effect of con-

vergion of

shares into

stock.

Ft I. 8th ed.

p. 5t0



Entrjoftrnats
onxegiBter.

Pt. I. 8th ed.
pp. 666, 666

C^tiflcateof
ahares or ftock.

Inspection of
reg^ter.
Pt. I. 8th ed.
pp. 68, 68



Power to
close register.

Notice of
increase of
capital and of
members to be
given to
registrar.
Pt. I. 8th ed.
p. 614



in this dection, ahd a Co]py shall forthwith be forwarded to the Registrar of Jdnt
Stock Companies.

(Extended by Companies Act, 1867, ». 32, and Compamet Act, 1900, s, 19.)

27. If any company nnder this Act, and having a capital divided into shares,
makes default in complying with the provisions of ttiis Act with respect to forward-
ing snch list of members or summary as is hereinbefore mentioned to the registrar,
such company shall incur a penalty not exceeding five pounds for every day during
which such default continues, and every director and manage of the company who
shall knowingly and wilfully authorize or permit such default shall incur the like
penalty.

28. Every company under this Act, having a capital divided into shares, that
has consolidated and divided its capital into shares of larger amount than its existing
shares, or converted anv portion of its capital iuto stock, shall give notice to tl^
Begistrar of Joint Stock Ck>mpanies of such oonsolidation, division, or oonvenicA,
specifying the shares so consolidated, divided, or converted.

29. Where any company under this Act, and having a capital divided into
shares, has converted any portion of its capital into stock, and given notice of sndi
conversion to the registrar, all the provisions of tiiis Act which are applicaUe to
shares only shall cease as to so much of the capital as is converted into stock ; and
the reg^ister of members hereby required to be kept by the company, and the list of
members to be forwarded to the reg^istrar, shall show l^e amount of stock held by
each member in the list instead of the amount of shares and the particulars relating
to shares hereinbefore required.

80. No notice of any trust, expressed, implied, or constructive, shall be entered
on the register, or be receivable by the registrar, in the case of companies under
this Act and registered in England or Irekmd.

81. A certificate, under the common seal of the company, specifying any share
or shares or stock held by any member of a company, shall be primd facie evidence
of the title of the member to the share or shares or stock therein specified.

82. The reg^ter of members, commencing from the date of the registration of
the company, shall be kept at the reg^istered ofiBoe of the company hereinafter
mentioned : except when closed as hereinafter mentioned, it shall durinff buainees
hours, but subject to such reasonable restrictions as tiie oompany in general
meeting may impose, so that not less than two hours in each day be appointed
for inspection, be open to the inspection of any member gratis, and to the inspection
of any other person on the payment of one shilling, or sudi leas sum as the
oompany may prescribe, for each inspection; and every sudh member or other
person may require a copy of such register, or of any i>art thereof, or of such list
or summary of members as is hereinbefore mentioned, on jMyment of sixpence for
every htmdred words required to be copied : if such inspection or copy is reused,
the company shall incur for each refusal a penalty not exceeding two pounds, and
a further penalty not exceeding two pounds for every day during which such
refusal continues, and every director and managper of the company who shall
knowingly authorize or permit such refusal shall incur the like penalty ; and in
addition to the above penalty, as respects companies registered m Eng^land and
Ireland, any judge sittmg in Chambers, or the vioe-waraen of the stannaries, in
the case of companies subject to his jurisdiction, may by order compel an fm^m^*^
inroeotion of the reg^ter.

88. Any company under this Act may, npon giving notice by advertisement in
some newspaper ciixnilating in the disteict in which the regfistered oflSoe of the
company is situated, close the renter of members for any time or times aot
exceedi ng in the whole thirty days m each ^ear.

84. Where a company has a capital divided into shares, whether sooh shares
may or may not have been converted into stock, notice of any increase in such
capitflJ beyond the registered capital, and where a oompany has not a capital
^vided into shares, notice of any increase in ^le namber of members beyond the
registered number shall be g^ven to the registrar in the case of an increase of
capital within fifteen days from the date of the passing of Uie resolution by which
such increase has been authorized, and in the case of an increase of members within
fifteen davs from the time at which such increase of members has been reserved on
or has taxen place, and the registrar shall forthwith reoord the amount of sudi
increase of capital or members : if such notice is not gfiven within the period
aforesaid the oompany in default shall incur a penalty not exeeeding ^y^ pounds
for every day during which such neglect to give notioe eontiniies, and ev«y



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The Companies Act, 1862. Act of 1862 ^2t'

director and manager of the company who shall knowingly and wilfully authoiuse
or permit such default ahall incur the like penalty.

35. If the name of any person is, without sufficient cause, entered in or omitted Remedy for
from the register of members of any company under this Act, or if default is made improper
or unnecessary delay takes place in entermg on the register the fact of any person entry or
haying ceased to be a member of the company, the person or member aggricTed, omission of
or any member of the company, or the company itself, may, as respects companies entry in
registered in England or Ireland, by motion m any of her Alajesty's superior CourtB register,
of law or equity, or by application to a judge sitting in Chambers, or to the yioe- pt. I. 8tlL ed.
warden of the stannaries m the case of companies subject to his jurisdiction, and pp. 15^ 1229
as respects companies registered in Scotland by summary petition to the Court of ^^ ^.
Sessions, or in such other manner as the said Courts may direct, app]y for an
order of the Court that the register may be rectified ; and the Court may either
refuse such application, with or without costs, to be paid by the applicant, or
it may, if satisfied of the justice of the case, make an order for the rectification " '

of the register, and may direct the company to pay all the costs of such motion,
application, or petition, and any damage the party aggrieyed may haye sus-
tained : the Court may in any proceeding under this section decide on any question
relating to the title of any person who is a party to such proceeding to haye his
name entered in or omitted from the register, whether such question arises between
two or more members or alleged members, or between any members or alleged
members and the company, and generally the Court may in any such proceeding
decide any question that it may be necessair or expedient to decide for the rectifi-
cation of the register ; proyided that the Court, if a Court of common law, may
direct an issue to be tried, in which any question of law may be raised, and a writ
of error or appeal, in the manner directed by ** The Common Law Froeedure Act, 1864,"
shall lie.

(The words in italics repealed by S. L, R, Act, 1881.)

86. Wheneyer any order has been made rectifying the register, in the case of Notice to

a company hereby required to send a list of its members to the registrar, th^ registrar of
Court shall, by its order, direct that due notice of such rectification be giyen to the rectification
registrar. of register.

87. The register of members shall be primA facie eyidenoe of any matters by this Begister to be
Act directed or authorized to be inserted therein. eyidenoe.

Liability of Members.

88. In the eyent of a company formed under this Act being wound up, eyery Liability of
present and past member of such company shall be liable to contribute to the assets present and
of the company to an amount sufficient lor payment of the debte and liabilities of past members
the company, and the costs, charges, and expenses of the winding-up, and for the of company,
payment of such sums as may be required for the adjustment of the righte of the p, 493
contributories amongst themselyes, with the qualifications following; (that is to

say,)

(1.) No past member shall be liable to contribute to the assets of the company

if he has ceased to be a member for a period of one year or upwards prior

to the commencement of the winding-up :
(2.) No past member shall be liable to contribute in respect of any debt or liabl-

li^ of the company contracted after the time at which he ceased to be a

member:
(3.) No past member shall be liable to contribute to the assets of the company

unless it appears to the Court that the existing members are unable to

satisfy the contributions required to be made by them in pursuance of

this Act :
(4.) In the case of a company limited by shares, no contribution shall be required

from any member exoeeding the amount, if any, unpaid on the shares in

respect of which he is liable as a present or past member :
(5.) In the case of a company limited by guarantee, no contribution shall be

required from any member exceecung the amount of the undertaking

entered into on his behalf by the memorandum of association :
(6.) Nothing in this Act contained shall inyalidato any proyision contained in

any policy of insurance or other contract whereby the liability of indiyidTial

members upon any such policy or contract is restricted, or whereby the

funds of the company are alone made liable in respect of such policy or

contract:

3o2



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928



Appendix A.



(7.) No snm due to any member of a oompanj, in his character of a member, hj
way of diyidends, profits, or otherwise, shall be deemed to be a debt of
the company, payable to such member in a case of competition betveen
himself and any other creditor not being a member of the company ; but
any snoh snm may be taken into account, for tiie porposee of the final
adjustment of the rights of the contribntories among^ themselYes.
{Modified by Cofnpaniea Act, 1867, «. 5.)



PART m.

MAVAGBiaarT axd AjoasmnLAnov of CoMPAinBS ahd Anoaunoiis uhdxb ted Act.

FtovUions for Frotection of Creditort,

Bflgisteored office 89. Eveiy company under this Act shall have a registered office, to which all
of company. oommnnlcations and notices may be addressed : if any company under this Act
earries on business without haying such an office, it shall incur a penalty not
exceeding five pounds for every day during which business is so carried on.
Notice ofjata*- 40. Notice of the situation of such registered office, and of any change therdn,
^nofregistered gh^ll be given to the registrar, and recorded by him : until such notice b given the
company shall not be deemed to have complied with the provisions of this Act with
respect to having a registered office.
Publication of ^^' Every limited company under this Act, whether limited by shares or by
name by a guarantee, shall paint or affix, and shall keep painted or affixed, its name on the
limited com- outside of every office or place in which the buainess of the company is carried oo,
-panj. ^ ^ conspicuous position, in letters easily legible, and shall have its name engraTea

in legible characters on its seal, and shall have its name mentioned in legible
characters in all notices, advertisements, and other official publications of such
company, and in all bills of exchange, promissory notes, endorsements, cheqaea,
and orders for money or goods purporting to be signed by or on behalf of sodi
company, and in all bills of parcels, invoices, receipts, and letters of credit of the
company.
Penalties on 42. If any limited company under this Act does not paint or affix, and keep

non-publica- painted or affixed, its name in manner directed by this Act, it shall be liable to a
tion of name, penalty not exceeding five pounds for not so painting or affixing its name, and for
every day during wiiich such name is not so kept painted or affixed, and eveiy
director and manager of the company who shall knowingly and wilfully an&orize
or permit such default shall be liable to the like p^alty; and if any director,
manager, or officer of such company, or any person on its behalf, uses or authomes
the use of any seal purporting to be a seal of the company whereon its name is not
60 engraven as aforesaid, or issues or authorizes the issue of any notioe, advertifle-
ment, or other official publication of such company, or signs or authorizes to be
signed on behalf of such company any bill of exchange, promissory note, endorse-
ment, cheque, order for money or goods, or issues or authorizes to be issued aoy
bill of parcels, invoice, receipt, or letter of credit of the company, wherein its name
is not mentioned in manner aforesaid, he shall be liable to a penalty of fifty pounds,
and shall further be personally liable to the holder of any such bill of exchange,
promissory note, cheque, or order for money or goods, for the amount thereof,
nnleds the same is duly paid by the company.
Register of 43. Every limited company under this Act shall keep a register of all moft-

mortgages. gages and charges specifically affecting property of the company, and shall enter
Pt. I. 8th ed. ^ ^^^^ register in reepect of each mortgage or charge a short description of
pp! 617 et tea'. *^® property mortgaged or charged, the amount of charge created, and the names
590 of the mortgagees or persons entitled to such charge: if any property of the

oompan^ is mortgaged or charged without such en^ as aforesaid being made,
every director, manager, or other officer of the company who knowingly and wilfnUy
authorizes or permits the omission of such entry shall incur a penalty not exceeding
fifty pounds : the register of mortgages required by this section shall be open to
inspection by any creditor or member of the company at all reasonable times ; and
if such inspection is refused, any officer of the company refusing the same, and
every director and manager of the company authorizing or knowingly and wilfnUy
permitting such refusal, shall incur a penalty not exceeding five pounds, and a
lurther penalty not exceeding two pounds for every day during whi^ such refosal
continues ; ana in addition to the above penalty, as respects companies regirtered
in England and Ireland, any judge sittmg in chambers, or the vice-waraen ol
the stannaries in the case of companies subject to his jurisdiction, may by order
compel an immediate inspection of the register.



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The Companies Act, 1862. Act of 1862 929

44. Every limited bankiiig oompanj and every iagnrance oompany, and deposit. Certain oom-
provident, or benefit society onder this Act shall, before it commences business, and panies to
also on the^ first Monday in February and the first Monday in August in every year publish state-
during which it carries on business, make a statement m the Form marked v. in ment entered
the first schedule hereto, or as near thereto as circumstances will admit, and a copy in 8(^edule.
of such statement shall be put up in a conspicuous place in the reg^istered office of

the oompany, and in everv branch office or place where the business of the company
is carried on, and if default is made in compliance with the provisions of this
section the oompany shall be liable to a penaltv not exceeding five pounds for every
day during which such default continues, and ev^ry director and manager of the
oompany who shall knowingly and- wilfully authorize or permit such default shall
incur the like penaltv.

Every member and every creditor of any company mentioned in this section shall
be entitled to a copy of the above-mentioned statement on payment of a sum not
exceeding sixpence.

45. Every company under this Act [and not having a capital divided into shares! I<ist of
shall keep at its registered office a register containing the names and addresses ana directors to
the occupations of its directors or managers, and shall send to the Registrar of Joint be sent to
Stock Companies a copy of such register, and shall from time to time notify to the registrar,
registrar any change that takes place in such directors or managers. Pt. I. 8th ed.

( JFords in Orackets repealed by Companies Act, 1900, a, 33. See 8. 20 of that Act.) pp. 688, 1478>

46. If anv company under this Act [and not having a capital divided into shares] ^^^^
makes default in keepmg a register of its directors or managers, or in sending a Penalty on
cop^ of such register to the registrar in compliance with the foregoing rules, or in company not
notifying to the registrar any change that takes place in such directors or managers, keeping re-
such delmquent company shall incur a penalty not exceeding five pounds for every gi&ter of
day during which each default continues, and every director and manager of the directors*
oompany who shall knowingly and wilfully authorize or permit such default shall

incur the like penalty.

( Wordt in brackets repealed by Companies Act, 1900, s. 33. Sees, 20 of that Act.)

47. A promissory note or bill of exchange shall be deemed to have been made. Promissory^
accepted, or endorsed on behalf of any company under this Act, if made, accepted, notes and bills



Online LibraryCharles Mac Naughten Sir Francis Beaufort PalmerCompany precedents for use in relation to companies: subject to ..., Volume 2 → online text (page 115 of 152)