Charles Mac Naughten Sir Francis Beaufort Palmer.

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

. (page 120 of 152)
Online LibraryCharles Mac Naughten Sir Francis Beaufort PalmerCompany precedents for use in relation to companies: subject to ..., Volume 2 → online text (page 120 of 152)
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formed and registered as Ifist aforesaid extend to altering any regulations relating
to the amount of capital or its distribution into shares, notwithstanding such
regulations are contained in the memorandum of association.

177. This Act shall apply to companies registered but not formed under the said Application of
Joint Stock Companies Acts or any of them, in the same manner as it is hereinafter Act to com-
dedared to apply to companies registered but not formed under this Act, with this panies regis-
qualification, that wherever reference is made expressly or impliedly to the date of tered under
registration, such date ^all be deemed to refer to the date at which such companies Joint Stock
were respectively registered under the said Joint Stock Companies Acts or any of Companies
them. Acts.

178. Any compwiy registered under the said Joint Stock Companies Acts or anv Mode of trans-
of them may cause its shares to be transferred in manner hitherto in use, or in such fo^^g ghares*
other manner as the company may direct.



PART vn.

CoXPAiriBS AXTTHOBIZED TO BBGIBTJSB T7NDKB THIS ACfT.

179. The following regulations shall be observed with respect to the registration Regulations
of comDanies under this part of this Act ; ^that is to say,) as to registra-

(1.) No company having the liability of its members limited by Act of Parliament tion of exist-
or letters patent, and not being a joint stock company as hereinafter defined, Ing oom-
shall reg^ister under this Act in pursuance of this part thereof : panies.

(2.) No company having the liability of its members limited by Act of Parliament
or by letters patent shall reg^ister under this Act in pursuance of this part
thereof as an unlimited company, or as a company limited by guarantee :

(3.) No company that is not a joint stock company as hereinafter denned shall in
pursuance of this part of this Act register under this Act as a company
umited by shares :

(4.) No company shall reg^ister under this Act in pursuance of this part thereof
unless an assent to ite so registering is g^ven by a majority oi such of ite
members as may be present, personally or by proxy, in cases where proxies
are allowed by the regnilations of the company, at some general meeting
summoned for the purpose :

(5.) Where a company not having the liability of ite members limited by Act of
Parliament or letters patent is about te register as a limited company, the
majority required to assent as aforesaid shall consist of not less than three-
fourths of the members present, personally or by proxy, at such last-
mentioned g^eral meeting :

(6.) Where a company is about to register as a company limited by guarantee,
the assent to ite being so registered shall be accompanied by a resolution
declaring that each member undertakes to contribute to the asseto 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 debto
and liabilities of the company contracted before the time at which he



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950



Appendix A.



ceased to be a member, and of the costs, charges, and expenses of windingp-
up the company, and for the adjustment of the rights of the oontributoties
amongst themselves, such amount as may be required, not exceeding a
specified amount.
In computing any majority under this section when a poll is demanded regard shall
be had to the nimiber of votes to which each member is entitled according to the
regulations of the company of which he is a member.
Companies 180. With the above exceptions, and subject to the foregoing regulations, every

capable company existing at the time of the commencement of this Act, including any com-

of being pany registered imder the said Joint Stock Companies Acts, consisting of seven or

registered. more members, and any company hereafter formed in pursuance of any Act of Par-
liament other than this Act, or of letters patent, or being a oompany engaged in
working mines within and subject to the jurisdiction of the Stannaries, or being
otherwise duly constituted by law, and consisting of seven or more members, may
at any time hereafter register itself under this Act as an unlimited oompany, or a
company limited by shares, or a company limited by guarantee ; ana no rach
registration shall be invalid by reason that it has taken place with a view to the
company being wound up.
Definition of Ibl. For the purposes of this part of this Act, so far as the same relates to the
joint stock description of companies empowered to register as companies limited by shares, a
company. joint stock company shall be deemed to be a company having a permanent paid-np

or nominal capital of fixed amount, divided into shares, also of fixed amount, or
held and transferable as stock, or divided and held partly in one way and partly in
the other, and formed on the principle of having for its members the holders of
shares in such capital, or the holders of such stock, and no other persons ; and each.
company when registered with limited liability under this Act shall be deemed to be
a company limited by shares.

182. Proviso as to banking company. {Repealed by Companies jiet, 1879, $. 6.)
Requisitions 188. Previously to the registration in pursuance of this part of this Act of any

for regn'stra- joint stock company there shall be delivered to the registrar the following docn-
tion by com- ments ; (that is to say,)

panies. (!•) -^ ^^ showing the names, addresses, and oocupationB of all persons idio on a

day named in such list, and not being more than six dear days before the
day of registration, were members of such company, with the addition of
the shares held by such x>ersons respectively, distmguishing, in cases where
such shares are numbered, each share by its numb^ :
(2.) A copy of any Act of Parliament, royal charter, letters patent, deed of settle-
ment, contract of copartnery, cost book regulations, or other instrument
constituting or regulating the company :
(3.) If any such joint stock oompany is intended to be registered as a limited com-
pany, the above list and copy shall be accompanied by a statement specify-
ingthe following particulars ; (that is to say,)

OThe nommal capital of the oompany and the number of shares into whidi
it is divided :
The number of shares taken and the amount paid on each share :
The name of the oompany, with the addition of the word ** limited " aa
the last word thereof :

With the addition, in the case of a company intended to be registered as
a oompany limited by guarantee, of the resolution declaring the amount of
the ^{uarantee.
Requisitions 184. Previously to the registration in pursuance of this part of this Act of any
for registra- oompany not being a joint stock company there shall be delivered to the registrsr a
tion by exist- list lowing the names, addresses, and occupations of the directors or other managers
ing company (if any) of the company, also a copy ol any Act of Parliament, letters patent. Seed
not being a of settlement, conh-act of copartnery, cost book regulations, or other instrument
joint stock constituting or regulating the company, with the addition, in the case of a company
company. intended to be registered as a oompany limited by guarantee, of the reeohition

dedaringthe amount of guarantee.
Power for 185. Where a joint stock company authorized to register under this Act has had

existing the whole or any portion of its capital converted into stock, such company shall, as

company to the capital so converted, instead of delivering to the registrar a statement of

to register shares, deliver to the rcg^trar a statement of the amount of stock belonging to the
amount of company, and the names of the persons who were holders of such stock, on some
stock instead day to be named in the statement, not more than six dear days before the day of
of shares. registration.

Authentica- 186. The lists of members and directors and any other particulars relating to

tion of state- ^® oompany hereby required to be delivered to the registrars shall be verified by a



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The Companies Act, 1862. Act of 1862 951

declaration of the directors of the company deliTermg' the same, or any two of them, ments of
or of any two other principal officers oi the company, made in pvursoance of the Act existing
passed in the sixth year of the reign of his late Majesty King WiUiam the Fourth, companies,
chapter sixty-two.

1B7. The registrar may require such evidence as he thinks necessary for the Begistrarmay
purpose of satisfying himself whether an existing company is or not a joint stock require eri-
company as hereinbefore defined. denoe as to

188. Eyery banking company existing at the date of the passing of this Act nature of
which r^^isters itself as a limited company shall, at least thirty days previous to company,
obtaining a certificate of reg^istration with limited liability, give notice timt it is Qn registra-
intended so to register the same to every person and partnei^iip firm who have a tion of bank-
banking account with the company, and such notice shall be gfiven either by deliver- {j^g company
ing the same to such person or firm, or leaving the same or putting the same into -^^ith limited
the post addressed to him or them at such address as shall have been last communi- Habilitv notice
cated or otherwise become known as his or their address to or by the company ; and to be given to
in case the company omits to give any such notice as is hereinbefore required to be customers,
given, then as between the company and the person or persons only who are for the

time being interested in the account in respect of which such notice ought to have
been given, and so far as respects such account and all variations thereof down to
the time at which such notice shall be griven, but not further or otherwise, the cer-
tificate of registration with limited liability shall have no operation.

189. No lees shall be charged in respect of the registration in pursuance of this Exemption of
part of this Act of any company in cases where such company is not registered as a certain com-
umited company, or where previously to its being reg^t^ed as a limited company panics from
the liability of the shareholders was limited by some other Act of Parliament or by payment of
letters patent. fees.

190. Any company authorized by this part of this Act to register with limited Powcr to corn-
liability shall, for the purpose of obteining registration with limited liability change pany to change
its name, by adding thereto the word " limited." name.

191. Upon compliance vnth the requisitions in this part of this Act contained

with respect to registration, and on payment of such fees, if any, as are payable Certificate of
imder the Tables marked B. and G. in tiie first schedule hereto, the registrar shall registration
certify under his hand that the company so applying for registration is incorporated of existing
as a company under this Act, and in the case of a limited company, that it is companies,
limited, and tiiereupon such company shall be incorporated, and shall have perpetual
succession and a common seal, with power to hold lands ; and any banldng company
in Scotland so incorporated shall be deemed and taken to be a bank incorporated,
constituted, or established by or under Act of Parliament.

192. A certificate of incorporation given at any time to any company registered Certificate to
in pursuance of this part of this Act shall be conclusive evidence that all the requi- be evidence
sitions herein contained in respect of reg^tration under this Act have been complied of compliance
with, and that the company is authorizeid to be registered under this Act as a limited with Act.

or unlimited company, as me case may be, and the date of incorporation mentioned
in such certificate shall be deemed to be the date at which the company is incorpo-
rated under this Act.

{Repealed by Companies Act, 1900, «. 33. See », 1 of that Act.)

198. All such property, real and personal, including all interests and rights in. Transfer of
to, and out of -gro^rtjy leal and personal, and including obligfations and things in property to
action, as may odong to or be vested in the company at the date of its regfistration company,
under this Act, shall on registration pass to and vest in the company as incorporated
under this Act, for all the estate and interest of the company therein.

194. The registration in pursuance of this part of this Act of any company shall Begistration
not affect or prejudice the liability of such company to have enforced agiunst it, or imder this Act
its right to enforce, any debt or obligation incurred, or any contract entered into, not to affect
by, to, with, or on behalf of such company previously to such registration. obligations

195. All such actions, suits, and other le^ proceeding's as may at the time of incmredpre-
the registration of any company registered m pursuance of this part of this Act viously to
have been commenced by or against such company, or the pubhc officer or any registration,
member thereof, may be continued in the same manner as if such registration had Continuation
not taken place ; nevertheless execution shall not issue agfainst the effects of any of existing
individual member of such company upon any judgment, decree, or order obtained actions and
in any action, suit, or proceeding so commenced as aforesaid ; but in the event of suits.

the property and effects of the company being insufficient to satisfy such judgement,
decree, or order, an order may be obtained for winding-up the company.

196. When a company is registered under this Act in pursuance of this part Effect of
thereof, aJl provisions contained in any Act of Parliament, deed of setUement, con- registration

under Act.



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052



Appendix A.



p. 508



Power of
Court to re-
strain further
prooeedings.



Order for

winding-up

oompany.



tract of copartnery, cost book regralations, letters patent, or other instrament oooski-
tating or reg^nlating the company, including, in the caae of a company registered
as a company limited by gnarantee, the resolntion declaring the amount of the
guarantee, shall be deemed to be conditions and reg^nlations of the company, in ih»
same manner and with the same incidents as if they were contained in a registered
memorandum of association and articles of association; and all the proyisiona of
this Act shall apply to such company, and the members, contributories, and creditors
thereof, in the same manner in all respects as if it had been formed under this Ad,
subject to the provisions following ; (that is to say,)

(1.) That Table A. in the First Schedule to this Act shall not, unless adopted by
special resolution, apply to any company registered under this Act in pur-
suance of this part thereof :
(2.) That the provisions of this Act relating to the numbering of shares shall not

apply to any joint stock company whose shares are not numbered :
(3.) That no company shall have power to alter any provision contained in any

Act of Parliament relating to the company :
(4.) That no company shall have power, without the sanction of the Board of
Trade, to alter any provision contained in any letters patent relating to the
company :
(5.) That m the event of the company being wound up, every person shall be a
contributory, in respect of the debts and liabilities of the company con-
tracted prior to registration, who is liable, at law or in equity, to pay or
contribute to the payment of any debt or liability of the company con-
tracted prior to reg^istration, or to pay or contribute to the payment of any
sum for the adjustment of the rights of the members amongfst themselTet
in respect of any such debt or liability, or to pay or contribute to the pay-
ment of the costs, charges, and expenses of winding-up the oompany so
far as relates to such debts or liabihties as aforesaid ; and every siush con-
tributory shall be liable to contribute to the assets of the company, in the
course of the winding-up, all sums due from him in respect of any sadi
liability as aforesaid ; and in the event of the death, buikruptcy, or in-
solvency of any such contributory as last aforesaid, or marriage of any
such contributory being a female, the provisions hereinbefore contained
witii respect to the representatives, heirs, and devisees of deceased contri-
butories, and with reierence to the assignees of bankrupt or insolvent
contributories, and to the husbands of married oontnbutories, shall
apply:
(6.) That nothing herein contuned shall authorize any company to alter any sudi
provisions contained in any deed of settlement, oontract of oopartneij, cost
book regulations, letters patent, or other instrument constituting or regu-
lating the company, as would, if such company had originally been formed
under this Act, have been contained in tne memorandum of aasociatioiiy
and are not authorized to be altered by this Act :
But nothing herein contained shall derogate from any power of altering its oon-
stitution or regulations which may be vested in any company renstering under this
Act in pursuance of this part thereof by virtue of any Act of Parliament, deed of
settlement, contract of copartnery, letters patent, or other instrument constituting
or regulating the company.

(See Companies Act, 1867, «. 47.)

197. The Court may, at any time after the presentation of a petitioii for
winding-up a company, registered in pursuance of this part of this Act, and before
making an order for winding-up the company, upon the application bv motion of
any creditor of the company, restrain farther proceedings m anv action, suit, or
leg^ proceeding against any contributory of the company as well as against the
oompany as hereinbefore provided, upon such terms as tne Court thinks fit.
(At to Scotland, $ee Companies Aet, 1886, t. 5.)

108. Where an order has been made for winding-up a company registered m
porsuance of this part of the Act, in addition to iiie provisions hereinbefore
contained, it is hereby further provided that no suit, action, or other legal proceed-
ing shall be commenced or proceeded with against any contributory of the company
in respect of any debt of the company, except with the leave of the Court, and
subject to such terms as the Court may impose.

(As to Scotland, tee Companies Act, 1886, t, 6.)



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The Companies Act, 1862. Act of 1862 953



PAET vin.

ApFLioAxioir aw Act to UirBBQi9!CESBD Goxpihibs.

199. Subject as hereinafter mentioned, any partnership, association, or company, Windin^-np
except railway companies incorporated by Act of Parliament, consisting of more of nnregis-
than seven members, and not reg^tered under this Act, and hereinafter included tered com-
under the term unregistered company, may be wound up under this Act, and all the paniee.
proyLsions of this Act with respect to winding-up shtdl apply to such company, with ^^ ig
the following exceptions and additions :

(1.) An unregistered company shall, for the purpose of determining the Court
having jurisdiction ia the matter of the winding-up, be deemed to be
registered in that part of the United Kingdom where its principal place of
business is situate ; or if it has a principal place of business situate in
more than one part of the United Kingdom, ihen in each part of the
United Kingdom where it has a principal place of business; moreover
tiie principal place of business of an imre^tered company, or (where it
has a principal place of business situate in more than one part of the
United Kingdom) such one of its principal places of business as is situate
in that part of the United Kingdom in which proceedings are being
instituted, shall for aU the purposes of the winding-up of such company
be deemed to be the reg^tered office of the company :
(2.) No unregistered company shall be wound up under this Act voluntarily or

subject to the supervision of the Court :
(3.) The circumstances under which an unreg^tered company may be wound up
are as follows ; (that is to say,^

(a) Whenever the company is dissolved, or has ceased to carry on busi-
ness, or is carrying on busmess only for the purpose of winding-up its
affairs;

(b) Whenever the company is unable to pay its debts ;

{e) Whenever the Court is of opinion that it is just and equitable that
the company should be wound up.
(4.) An unregistered company shall, for the purposes of this Act, be deemed to
be unable to pay its debts,

(a) Whenever a creditor to whom the company is indebted at law or in
equity, by assignment or otherwise, in a sum exceeding fifty pounds then
due, has served on the company, by leaving the same at the principal place
of business of the company, or by delivering to the secretary or some
director or principal officer of the company, or by otherwise serving the
same in such manner as the Court may approve or direct, a demand under
his hand requiring the company to pay the sum so due, and the company
has for the space of three weeks succeeding the service of such demand
neglected to pay such sum, or to secure or compoimd for the same to the
satisfaction of the creditor :

(b) Whenever any action, suit, or other proceeding has been instituted
against any member of the company for any debt or demand due, or claimed
to be due, from the company, or from him in his character of member of
the company, and notice in writing of the institution of such action, suit, or
other legal proceeding having been served upon the company by leaving
the same at the principal place of business of uie compiany, or by delivering
it to the secretly, or some director, manager, or principal officer of the
company, or by otherwise sejrving the same in such manner as the Court
may approve or direct, the company has not within ten days after service
of such notice paid, secured, or compoimded for such debt or demand, or
procured such action, suit, or other legal proceeding to be stayed, or in-
demnified the defendant to his reasonable satisfaction against such action,
suit, or other legal proceeding, and against all costs, damages, and expenses
to be incurred by him by reason of the same :

(e) Whenever, in England or Ireland, execution or other process issued
on a judgment, decree, or order obtained in any Court in lavour of any
creditor in any proceeding at law or in equity instituted by such creditor
against the company, or any member thereof as such, or agaiast any per-
son authorized to be sued as nominal defendant on behalf of the company,
is returned unsatisfied :

(d) Whenever, in the case of an unre^fistered company engag^ in work-
ing mines within and subject to the jurisdiction of uie Stannaries, a ousto-



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954



Appendix A.



Who to be
deemed a con-
tributory in
the event of
company
being wound
up.
p. 504



Power of
Court to re-
strain further
proceedings.



EfPect of order
for winding-
up company.



Provision in
case of un-
registered
company,
p. 281



Provisions in
this part of
Act cumula-
tive.



mary decree or order absolute for the sale of the machinery, materials,
and effects of such mine has been made in a creditor's suit in tiie Court ci
the Vice- Warden :

(e) Whenever, in Scotland, the induciee of a charge for payment on an
extract decree, or an extract registered bond, or an extract registered pro-
test, have expired without payment being made :

(/) Whenever it is otherwise proved to the satisfaction of the Court fliat
the company is unable to pay its debts.
(See a ( fF. U.) Act, 1890, «. 32.)

200. In the event of an unregistered company being wound up every person
shall be deemed to be a contributory who is liable, at law or in equity, to pay or
contribute to the payment of any debt or liability of the company, or to pay or
contribute to the payment of any sum for the adjustment of the rights of the
members amongst themselves, or to pay or contribute to the payment of the costs,
charges, and expenses of winding-up the company, and every such contributory
shall be liable to contribute to the assets of the company in the course of the
winding-up all sums due from him in respect of any such liability as aforesaid;
but in the event of the death, bankruptcy, or insolvency of any contributory, or
marriage of any female contributory, the provisions hereinbefore contained wiUi
respect to the personal representatives, heirs, and devisees of a deceased contribntary,
ana to the assignees of a bankrupt or insolvent contributory, and to the husband of



Online LibraryCharles Mac Naughten Sir Francis Beaufort PalmerCompany precedents for use in relation to companies: subject to ..., Volume 2 → online text (page 120 of 152)