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THE COMPANIES ACTS
1862-1900

THE ABERDEEN UNIVERSITY PRESS LIMITED.

THE

COMPANIES ACTS

1863-1900

W^ITH CROSS REFERENCES

AND

K FULL, ANALYTICAL. INDEX

Comprising the Full Text op all the Statutes with all

Amendments and Repeals down to 1900, and the

Forms and Fees Prescribed by the Board

OP Trade under the Act of 1900

WILLIAM GODDEN LL.B., B.A.

* SOLICITOR
AND

STAMFOED HUTTON

OF THE INNER TEMPLE AND THE OXFORD CIRCUIT,
BARRI8TER-AT-LAW

LONDON

EFFINGHAM WILSON

ROYAL EXCHANGE

1901

SPRECKELS

PREFACE.

This book contains all the Companies Acts, 1862
to 1900, applicable to England and Wales, together
with the Forged Transfer Acts and the Forms and
Fees prescribed by the Board of Trade for use
under the Companies Act, 1900, and is intended
to supply for ready reference the full text of the
Statutes in a small compass together with a full
index.

Sections which have been repealed or amended
are distinguished accordingly, and where sections
refer to or are affected by other sections cross
references are added to facilitate reference to
such other sections.

No other comment, annotation, or reference to
judicial decisions Jias been added, as the object of
the book is to reproduce all the existing Statute
law on the subject in the most portable and handy
form for use in the office and at meetings of
directors or shareholders.

The analytical index has been made very full,
and care has been taken to arrange the subject-
matter under every heading under which search

113641

VI PREFACE.

appears likely to be made, in order that any par-
ticular portion of the Acts may be found as quickly
and easily as possible.

The text of the Acts follows the Queen's Printers'
copies, but the authorised marginal notes of the
Revised Edition of the Statutes have been sub-
stituted for the original marginal notes, which in
many cases were misleading.

W. G.
S. H.

TABLE OF CONTENTS.

PAGE

Preface v

The Companies Act, 1862 1

Table A (being the First Schedule to the Companies

Act, 1862) 93

The Companies Seals Act, 1864 126

The Companies Act, 1867 129

The Joint Stock Companies Arrangement Act, 1870 . 145

The Companies Act, 1877 146

The Companies Act, 1879 149

The Companies Act, 1880 ....... 154

The Companies (Colonial Registers) Act, 1883 . . 158

The Companies (Memorandum of Association) Act, 1890 161

The Companies (Winding-up) Act, 1890 .... 164

The Directors Liability Act, 1890 .... 190

The Forged Transfers Act, 1891 194

The Forged Transfers Act, 1892 197

The Companies (Winding-up) Act, 1893 .... 199

The Companies Act, 1898 200

The Companies Act, 1900 202

Forms Prescribed by Board of Trade for Use under
the Companies Act, 1900, with Fees Payable on

Filing Thereof 226

Index 237

THE COMPANIES ACT, 1862,

(25 & 26 Victoria, Chapter 89).

An Act for the Incorporation, Eegulation, and Wind-
ing up of Trading Companies and other Associa-
tions.

Preliminary.

1. This Act may be cited for all Purposes as ** The short Title
Companies Act, 1862."

2. Repealed by the Statute Law Revision Act, 1893.

3. For the Purposes of this Act a Company that Definition
carries on the Business of Insurance in common with company!*'*
any other Business or Businesses shall be deemed to

be an Insurance Company.

4. No Company, Association, or Partnership con- Prohibition
sisting of more than Ten Persons shall be formed, ships ex-*'^
after the Commencement of this Act, for the Purpose H^^^

of carrying on the Business of Banking, unless it is Number,
registered as a Company under this Act, or is formed
in pursuance of some other Act of Parliament, or of
Letters Patent : 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 Company, Association, or Partnership, or by the
individual Members thereof, unless it is registered as
a Company under this Act, or is formed in pursuance
of some other Act of Parliament, or of Letters Patent,

Act

2 THE COMPANIES ACT, 1862.

or is a Company engaged in working Mines within
and subject to the Jurisdiction of the Stannaries.

^As to Associations not for profit, see Companies Act, 1867^
Sect. 23, post p. 137.

Divisions of 5, This Act is divided into Nine Parts, relating to
the following Subject Matters :

The First Part, — to the Constitution and Incorpora-
tion of Companies and Associations under this
Act:

The Second Part, — to the Distribution of the Capital
and Liability of Members of Companies and Asso-
ciations under this Act :

The Third Part, — to the Management and Adminis-
tration of Companies and Associations under this
Act:

The Fourth Part, — to the winding up of Companies
and Associations under this Act :

The Fifth Part, — to the Eegistration Office :

The Sixth Part, — to Apphcation of this Act to Com-
panies registered under the Joint Stock Companies
Acts :

The Seventh Part, — to Companies authorized to
register under this Act :

The Eighth Part, — to Apphcation of this Act to
unregistered Companies :

The Ninth Part, — to repeal of Acts, and temporary
Provisions.

PART I.

Constitution and Incobporation of Companies and
Associations under this Act.

Memorandum of Association.

Mode of 6. Any Seven or more Persons associated for any

Company, lawful Purpose may, by subscribing their Names to a

Memorandum of Association, and otherwise complying

with the Eequisitions of this Act in respect of Kegis-

THE COMPANIES ACT, 1862. 3

tratioD,^ form an incorporated Company,- with or
without hmited Liability.

^ As to Registration, see Sect. 17, post p. 8.
2 As to Incorporation, see Sect. 18, ^os^ p. 8.

7. The Liabihty of the Members of a Company Mode of
formed under this Act may, according to the Memor- ^J^jj^^fy ^f
andum of Association, be hmited either to the Amount, Members,
if any, unpaid on the Shares respectively held by them,

or to such Amount as the 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.

8. Where a Company is formed on the Principle of Memo-
having the Liabihty of its Members limited to the ^aStfin
Amount unpaid on their Shares, herein-after referred ^^ » Com-
to as a Company limited by Shares, the Memorandum liSited by
of Association shall contain the following Things ; (that ^^^^i*®*-

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

Eegistered Ofi&ce^ 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 AmougJuil-CapitaLLBdth:v^hicli.the Company

proposes to be registered divided into Shares.

of a certain fixed Amount:
Subject to the following Eegulations :

(1.) That no Subscriber shall take less than One

Share :
(2.) That each Subscriber of the Memorandum of

x\ssociation shall write opposite to his Name

the Number of Shares he takes.

^ Except in the case of Associations not for profit, Companies
Act, 1867, Sect. 23, post p. 137.

2 As to Registered Office, see Sect. 39, post p. 18.

THE COMPANIES ACT, 1862.

Memo-
randum of
Association
of a Com-

EEiny
mited by
Guarantee.

Memo-
randum of
Association
of an
Unlimited
JDompany.

9. Where a Company is formed on the Principle of
having the Liability of its Members limited to such
Amount as the Members respectively undertake to
contribute to the Assets of the Company in the event
of the same being wound up, herein-after referred to
as a Company limited by Guarantee, the Memorandum
of Association shall contain the following Things ;
(that is to say,)

(i.) 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
Eegistered 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 the Company contracted before
the Time at which he ceases to be a Member,
and of the Costs, Charges, and Expenses of
winding up the Company, and for the Adjust-
ment of the Rights of the Contributories
amongst themselves, such Amount as may be
required, not exceeding a specified Amount.

1 Except in the case of Associations not for profit, Companies
Act, 1867, Sect. 23, yost p. 137.

2 As to Registered Office, see Sect. 39, post p. 18.

10. Where a Company is formed on the Principle of
having no Limit placed on the Liability of its Members,
herein- after referred to as an Unlimited Company, the
Memorandum of Association shall contain the follow-
ing Things ; (that is to say,)

(1.) The Name of the proposed Company :
(2.) The Part of the United Kingdom, whether
England, Scotland, or Ireland, in which the

THE COMPANIES ACT, 1862. 5

Eegistered Office ^ of the Company is proposed
to be situate :
(3.) The Objects for which the proposed Company is
to be established.

^ As to Eegistered Office, see Sect. 39, post p. 18.

11. The Memorandum of Association shall bear the stamp,
same Stamp as if it were a Deed, and shall be signed aMEffect
by each Subscriber in the Presence of, and be attested of Memo-
by, One Witness at the least, and that Attestation Sociation.
shall be sufficient Attestation in Scotland as well as

in England and Ireland : It shall, when registered,^
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 the Memorandum contained, on the Part of himself,
his Heirs, Executors, and Administrators, a Covenant
to observe all the Conditions of such Memorandum,
subject to the Provisions of this Act.

^ As to Registration, see Sects. 17 and 18, post p. 8.

12. Any Company limited by Shares may so far Power of
modify the Conditions contained in its Memorandum cv)mpanies
of Association, if authorized to do so by its Eegulations to alter
as originally framed, or as altered by special Eesolution dum of*"'
in manner herein-after mentioned,^ as to increase its Association.
Capital by the Issue of new Shares of such Amount

as it thinks expedient, or to consolidate and divide its
Capital into Shares of larger Amount than its existing
Shares, or to convert its paid-up Shares ^ into Stock,^
but, save as aforesaid, and save as is herein-after
provided* in the Case of a Change of Name, no Altera- No Altera-
tion shall be made by any Company in the Conditions fj,"sav?ar"
contained in its Memorandum of Association.^ herein

mentioned.

1 Sects. 50 and bl,post pp. 22, 23.

2 As to effect of such Conversion, see Sect. 29, post p. 13.

^ Or to re-convert Stock into paid-up shares, the Companies
Act, 1900, Sect. 29, post p. 224.

4 I.e., in Sects. 13 and 20, post pp. 6 and 9.

^ See, however, the Companies (Memorandum of Association)
Act, 1890, ^jos^ p. 161.

b THE COMPANIES ACT, 1862.

Power of 13, Any Company under this Act, with the Sanction

to^nge* of a special Eesolution of the Company passed in
Name. manner herein-after mentioned, ^ and with the Approval
of the Board of Trade testified in Writing under the
Hand of One of its Secretaries or Assistant Secretaries,
may change its Name, and upon such Change being
made the Registrar shall enter the new Name on the
Register in the Place of the former Name, and shall
issue a Certificate of Incorporation^ altered to meet
the Circumstances 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 or against the Com-
pany, 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.

1 Sect. 51, post p. 23.

2 Sect. 18, jpos^ p. 8.

Articles of Association,

Regulations 14. The Memorandum of Association may, in the
scribedTy Case of a Company limited by Shares, and shall, in
AssfSiion *^® Case of a Company limited by Guarantee ^ or un-
' limited, be accompanied, when registered by Articles
of Association signed by the Subscribers to the Memo-
randum of Association, and prescribing such Regula-
tions for the Company as the Subscribers to the
Memorandum of Association deem expedient : The
Articles 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 First Schedule hereto : They shall, in the Case
of a Company, whether limited by Guarantee or un-
limited, 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

THE COMPANIES ACT, 1862. 7

Number of Members with which the Company pro-
poses to be registered, for the Purpose of enabling the
Registrar to determine the Fees payable on Registra-
tion : In a Company limited by Guarantee or unlimited,
and having a Capital divided into Shares, each Sub-
scriber shall take One Share at the least, and shall
write opposite to his Name in the Memorandum of
Association the Number of Shares he takes.

1 See also the Companies Act, 1900, Sect. 27, post p. 223.

15. In the Case of a Company limited by Shares, Application
if the Memorandum of Association is not accompanied ^^ ^^^^** ^'
by Articles of Association, or in so far as the Articles

do 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 applicable, 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 duly registered.

16. The Articles of Association shall be printed, they stamp, sig-
shall bear the same Stamp as if they were contained Effec?of "**
in a Deed, and shall be signed by each Subscriber in Articles of
the Presence of, and be attested by. One Witness at ^^^^^^ ^^^'
the least, and such Attestation shall be a sufficient
Attestation in Scotland as well as in England and
Ireland : When registered, they shall bind the Com-
pany 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 such Articles
contained a Covenant on the Part of himself, his
Heii'S, Executors, and Administrators to conform to
all the Regulations contained in such Articles, subject
to the provisions of this Act ; and all Monies 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
England and Ireland to be in the Nature of a Specialty
Debt.

THE COMPANIES ACT, 1862.

General Provisions.

Registra,- 17. The Memorandum of Association afid the Articles
Memomn- ^^ Association, if any, shall be delivered to the Kegistrar
dum of As- of Joint Stock Companies herein-after mentioned, who
and Articles shall retain and register the same : There shall be paid
t/on^^th *° *^® Eegistrar by a Company having a Capital divided
Fees as in into Shares, in respect of the several Matters mentioned
tSIc:''" in tlie 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 Eegistrar in pursuance of
this Act shall be paid into the Eeceipt of Her Majesty's
Exchequer, and be carried to the Account of the Con-
solidated Fund of the United Kingdom of Great Britain
and Ireland.
Effect of 18. Upon the Eegistration of the Memorandum of

B«gistra- 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 Eegistrar shall certify under his Hand that the
Company is incorporated, and in the Case of a Limited
Company that the Company is limited : The Sub-
scribers 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 Corporate by the Name contained in the Memor-
andum of Association, capable forthwith of exercising
all the Functions of an 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 the event of the same being wound up as
is herein-after mentioned : ^ [A Certificate of the In-
corporation of any Company given by the Eegistrar

THE COMPANIES ACT, 1862. »

shall be conclusive Evidence that all the Eequisitions
of this Act in respect of Eegistration have been com-
plied with. 4]

^As to Seal for use in foreign countries, see the Companies
Seals Act, 1864, post p. 126.

2 Unless Company be one not formed for acquisition of gain,
as to which see Sect. 21, post p. 10.

3 Sect. 38, post p. 17.

* Repealed and re-enacted by the Companies Act, 1900, Sect. 1 (1),
post p. 202.

19. A Copy of the Memorandum of Association, copies of
having annexed thereto the Articles of Association, 5^^^™^^^^"
if any, shall be forwarded to every Member, at his Articles to
Eequest, on Payment of the Sum of One Shilling or Members!^
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 Company so making
Default shall for each Offence incur a Penalty not
exceeding One Pound.

20. No Company shall be registered under a Name Prohibition
identical with that by which a subsisting Company is Jfen°fjy„f
already registered, or so nearly resembling the same Names in
as to be calculated to deceive, except in a case where "™p*"'®^-
such subsisting Company is in the course of being
dissolved and testifies its Consent in such Manner as

the Eegistrar requires ; and if any Company, through
Inadvertence or otherwise, is, without such Consent as
aforesaid, registered by a Name identical with that by
which a subsisting 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 Eegistrar, change its Name, and upon such Change
being made the Eegistrar shall enter the new Name on
the Eegister in the Place of the former Name, and
shall issue a Certificate of Incorporation altered to meet
the Circumstances of the Case ; but no such Alteration
of Name shall affect any Eights or Obligations of the
Company, or render defective any legal Proceedings
instituted or to be instituted by or against the Com-

10 THE COMPANIES ACT, 1862.

pany, 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.
Prohibition 21. No Company formed for the Purpose of promot-
S"com-'^' iJig Art, Science, Eeligion, Charity, or any other like
pani^esh^id- Object, not involving the Acquisition of Gain by the
Company or by the individual Members thereof, shall,
without the Sanction of the Board of Trade, hold more
than Two Acres of Land ; but the Board of Trade may,
by License under the Hand of One of their Principal
Secretaries or Assistant Secretaries, empower any such
Company to hold Lands in such Quantity and subject
to such Conditions as they think fit.

ing Land.

PAKT II.

Distribution of Capital and Liability op Mem-
bers OF Companies and Associations under
THIS Act.

Distribution of Capital.

Nature of 22. The Shares or other Interest of any Member in

Comifany" a Company under this Act shall be Personal Estate,

capable of being transferred ^ in manner provided by

the Eegulations of the Company, and shall not be of

Shares to be the Natuie of Eeal Estate, and each Share shall, in

Numbered, ^j^^ Case of a Company having a Capital divided into

Shares, be distinguished by its appropriate Number.^

^ As to Registration of Transfer, see Sect. 35, post p. 15, and
Companies Act, 1867, Sect. 26, post p. 139.
^I.e., in the Register, Sect. 25 {I), post p. 11.

Deflni- 23. The Subscribers of the Memorandum of Associa-

"Member." tiou of any Company under this Act shall be deemed to

have agreed to become Members of the Company whose

Memorandum they have subscribed, and upon the Ee-

gistration of the Company shall be entered as Members

THE COMPANIES ACT, 1862. 11

on the Register of Members herein-after mentioned ; ^
and every 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.
^ Sect, 25, infra.

24. Any Transfer of the Share or other Interest of Transfer by
a deceased Member of a Company under this Act,i R^Sresen-
made by his Personal Representative, shall, notwith- tative.
standing such Personal Representative may not himself

be a Member, be of the same Validity as if he had been
a Member at the Time of the Execution of the Instru-
ment of Transfer.
1 Sect, 22, ante p. 10.

25. Every Company under this Act shall cause to Register of
be kept in One or more Books a Register of its Members, ®™ ®^"
and there shall be entered therein the following Par-
ticulars :

(1.) The Names and Addresses, and the Occupations,
if any, of the Members of the Company, with
the Addition, in the Case of a Company having
a Capital divided into Shares, of a Statement
of the Shares 1 held by each Member, distin-
guishing 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 complying
with the Provisions of this Section continues, and every
Director or Manager of the Company who shall know-
ingly and wilfully authorize or permit such Contraven-
tion shall incur the like Penalty.

^ Where Shares have been converted into Stock, see Sect. 29,
2X)st p. 13. Where Share Warrants have been issued, see the
Companies Act, 1867, Sect. 31, post p. 140.

12 THE COMPANIES ACT, 1862.

Annual List'''^ 26. Every Company under this Act, and having a
of Members. Capital^ divided into Shares, shall make, once at least
in every Year, a List of all Persons who, on the
Fourteenth Day succeeding the Day on v^hich the
Ordinary General Meeting,^ or if there is more than
One Ordinary Meeting in each Year, the First of such
Ordinary General Meetings is held, are Members of
the Company ; and such List shall state the Names,
Addresses, 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 Particulars : *

(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 Com-
mencement of the Company up to the date
of the Summary :
(3,) The Amount of Calls made on each Share :
(4.) The total Amount of Calls received :
(5.) 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 each of them.
The above List and Summary shall be contained in a
separate Part of the Eegister, and shall be completed
within Seven Days after such Fourteenth Day as is
mentioned in this Section, and a Copy shall forth-
with be forwarded to the Eegistrar of Joint Stock
Companies.

1 As to Companies not having a Capital divided into Shares, see
Sect. 45, post p. 21.

2 Sect. 49, post p. 22.

3 Schedule 2, Form E, post p. 119.

^ Where Shares have been converted into Stock, see Sect. 29,
post p. 13. Where Share Warrants have been issued, see the
Companies Act, 1867, Sect. 32, ^os< p. 141. Where a reduction of
Capital has talcen place, see the Companies Act, 1880, Sect. 6,
post p. 155., and for furoher requirements, see the Companies Act,.
1900, Sect. 19, post p. 220.

THE COMPANIES ACT, 1862. 13

27. If any Company under this Act, and having a Penalty on
Capital divided into Shares, makes default in com- etc™Sot^'
plying v^ith the Provisions of this Act with respect to forwarding
forwarding such List of Members or Summary as is Members,
herein-before mentioned ^ to the Eegistrar, such Com- gM^^.^^
pany shall incur a Penalty not exceeding Five Pounds

for every Day during which such Default continues,
and every Director and Manager of the Company who
shall knowingly and wilfully authorize or permit such
Default shall incur the like Penalty.

1 In the previous Sect. u ^

28. Every Company under this Act, having a Company to
Capital divided into Shares, that has consolidated i ff^con-^*^^^
and divided its Capital into Shares of larger Amount ^J^^^^^^on"
than its existing Shares, or converted any Portion version of
of its Capital into Stock, shall give Notice to the §f pJ^^^ i"*«
Eegistrar of Joint Stock Companies, of such Con-
solidation, Division, or Conversion, specifying the
Shares so consolidated, divided, or converted.

1 As empowered to do by Sect. 12, ante p. 5. r y

29. Where any Company under this Act, and having Effect of ^
a Capital divided into shares, has converted ^ any of^shlres"*"
Portion of its Capital into Stock, and given Notice ^ into stock.

of such Conversion to the Registrar, all the Provisions
of this Act which are applicable to Shares only shall
cease as to so much of the Capital as is converted into
Stock ; and the Register of Members hereby required ^
to be kept by the Company, and the List of Members *
to be forwarded to the Registrar, shall show the
Amount of Stock held by each Member in the List
instead of the Amount of Shares and the Particulars
relating to Shares herein-before required.

1 As empowered to do by Sect. 12, ante p. 5.

2 As required in preceding Section.
^ Sect. 25, ante p. 11.

4 Sect. 26, ante p. 12.

30. No Notice of any Trust, expressed, implied. No Entry of
or constructive, shall be entered on the Register, or Register"
be receivable by the Registrar, in the Case of Com-

14 THE COMPANIES ACT, 1862,

panies under this Act and registered in England or
Ireland.
Certificate 31, A Certificate, under the Common Seal of the
orstocr Company, specifying any Share or Shares or Stock
TRtie*"*'^ ^^ ^^^^ ^y ^"y Member of a Company, shall be prima
facie Evidence of the Title of the Member to the
Share or Shares or Stock therein specified.
Inaction 32. The Eegister of Members, commencing from
egis r. ^j^^ Date of the Eegistration of the Company, shall be
kept at the Eegistered Office of the Company herein-
after mentioned : ^ Except when closed as herein-after
mentioned,^ it shall during Business Hours, but subject
to such reasonable Eestrictions as the Company 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 such less Sum as the Company
may prescribe, for each Inspection ; and every such
Member or other Person may require a Copy of such
Eegister, or of any Part thereof, or of such List or
Summary of Members as is herein-before mentioned,
on Payment of Sixpence for every Hundred Words
required to be copied : If such Inspection or Copy is
refused, the Company shall incur for each Eefusal a
Penalty not exceeding Two Pounds, and a further
Penalty not exceeding Two Pounds for every Day
during which such Eefusal continues, and every
Director and Manager of the Company who shall
knowingly authorize or permit such Eefusal shall
incur the like Penalty ; and in addition to the above
Penalty, as respects Companies registered in England
and Ireland, any Judge sitting in Chambers, or the
Vice Warden of the Stannaries, in the Case of Com-
panies subject to his Jurisdiction, may by Order
compel an immediate Inspection of the Eegister.

1 Sect. 39, post p. 18.

2 Sect. 33, infra.

Power 33, Any Company under this Act may, upon giving

THE COMPANIES ACT, 1862. 15

lating in the District in which the Eegistered Office of
the Company is situated, close the Eegister of Members
for any Time or Times not exceeding in the whole
Thirty Days in each Year. L/

34. Where a Company has a Capital divided into Notice of
Shares, whether such Shares may or may not have capS and ^
been converted into Stock, Notice of any Increase in J^ b^gJln
such Capital beyond the registered Capital, and where to Regis-
a Company has not a Capital divided into Shares, ^^^'
Notice of any Increase in the Number of Members
beyond the registered Number, shall be given to the
Eegistrar in the Case of an Increase of Capital, within
Fifteen Days from the Date of the passing of the Ee-
solution by which such Increase has been authorized,
and in the Case of an Increase of Members within
Fifteen Days from the Time at which such Increase
of Members has been resolved on or has taken place,
and the Eegistrar shall forthwith record the Amount
of such Increase of Capital or Members : If such
Notice is not given within the Period aforesaid the
Company in default shall incur a Penalty not exceeding
Five Pounds for every Day during which such Neglect
to give Notice continues, and every Director and
Manager of the Company who shall knowiugly and
wilfully authorize or permit such Default shall incur
the like Penalty.

35. If the Name of any Person is, without sufficient jRemedyfor
Cause, entered in or omitted from the Eegister of ^^^JJ^o/
Members of any Company under this Act, or if Default g™/^^^''" ^*
is made or unnecessary Delay takes place in entering Register,
on the Eegister the Fact of any Person having ceased
to be a Member of the Company, the Person or Member
aggrieved, or any Member of the Company, or the
Company itself, may, as respects Companies registered
in England or Ireland, by Motion in any of Her
Majesty's Superior Courts of Law or Equity, or by
Application to a Judge sitting in Chambers, or to the
Vice Warden of the Stannaries in the Case of Com-
panies subject to his Jurisdiction, and as respects
Companies registered in Scotland by summary Petition

16 THE COMPANIES ACT, 1862.

to the Court of Sessions, or in such other Manner as
the said Courts may direct, apply for an Order of the
Court that the Eegister may be rectified ; and the Court ^
may either refuse such AppHcation, 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 Recti-
fication of the Register, and may direct the Company
to pay all the Costs of such Motion, Application, or
Petition, and any Damages the Party aggrieved may
have sustained : 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 have his Name entered in or omitted
from the Register, whether such Question arises be-
tween 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
necessary or expedient to decide for the Rectification
of the Register ; provided 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 Procedure Act, 1854," shall lie 2].

1 This jurisdiction is specially preserved by the Companies
Act, 1898, Sect. 2, post p. 201.

2 Repealed by the Statute Law Revision Act, 1881.

Notice to 36. Whenever any Order has been made rectifying

RiSifica- ^^ *^® Register, in the Case of a Company hereby required
tion of to send a List of its Members to the Registrar, the Court
Register. ^^^^^^ ^^ .^^ Order, direct that due Notice of such Rec-
tification be given to the Registrar.
Register to 37. The Register of Members shall be primd facie
be Evidence. j,^.^gj^gg of any Matters by this Acti directed or
authorized to be inserted therein.

1 Sect. 25, ante p. 11.

^ THE COMPANIES ACT, 1862. 17

Liability of Members.

38.^ In the event of a Company formed under this Liability
Act being wound up, every present and past Member anS^pasf '
of such Company shall be liable to contribute to the Members of
Assets of the Company to an Amount sufficient for **™P*^y"
Payment of the Debts and Liabilities of the Company,
and the Costs, Charges, and Expenses of the Winding
up, and for the Payment of such Sums as may be
required for the Adjustment of the Eights of the Con-
tributories amongst themselves, 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 Liability of the Com-
pany contracted after the Time at which he
ceased to be a Member :
(3.) No past Meniber 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 exceeding 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 exceeding the Amount of the Under-
taking entered into on his Behalf by the
Memorandum of Association:
(6.) Nothing in this Act contained shall invalidate
any Provision contained in any Policy of In-
surance or other Contract whereby the Liability
of Individual Members upon any such Policy
2

18 JHE COMPANIES ACT, 1862,

or Contract is restricted, or whereby the
Funds of the Company are alone made liable
in respect of such Policy or Contract :
(7.) No Sum due to any Member of a Company, in
his Character of a Member, by way of Divi-
dends, Profits, or otherwise, shall be deemed
to be a Debt of the Company, payable to such
Member in a Case of Competition between
himself and any other Creditor not being a
Member of the Company ; but any such Sum
may be taken into account, for the Purposes
of the final Adjustment ^ of the Eights of the
Contributories amongst themselves.

^ Modified as to Directors or Managers with Unlimited Lia-
bility by the Companies Act, 1867, Sect. 5, post p. 130.

2 As to Commencement of Winding-up, if by the Court, see
Sect. 84, post p. 37 ; if voluntary, see Sect. 130, post p. 64.

3 Sect. 109, post p. 46.

PAKT III.

Management and Administbation of Companies and-
Associations under this Act.

Provisions for Protection of Creditors.

R^stered 39. Every Company under this Act shall have a
Company Begistered Office to which all Communications and
Notices may be addressed : If any Company under
this Act carries on Business without having such an
Office, it shall incur a Penalty not exceeding Five
Pounds for every Day during which Business is so
carried on.
Notice of 40. Notice of the Situation of such Registered Office,
StS^d^and of any Change therein, shall be given to the
Office. Registrar, and recorded by him : Until such Notice is
given the Company shall not be deemed to have com-
plied with the Provisions of this Act with respect to
having a Registered Office.

THE COMPANIES ACT, 1862. 19

41. Every Limited Company under this Act, whether Publication
limited by Shares or by Guarantee, shall paint or affix, a^j^mited*^
and shall keep painted or affixed, its Name on the Out- Company,
side of every Office or Place in which the Business of

the Company is carried on, in a conspicuous Position,
in Letters easily legible, and shall have its Name en-
graven 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, Cheques, and Orders for Money
or Goods purporting to be signed by or on behalf of such
Company, and in all Bills of Parcels, Invoices, Receipts,
and Letters of Credit of the Company.

42. If any Limited Company under this Act does Penalties
not paint or affix, and keep painted or affixed, its Name publication
in manner directed by this Act, it shall be liable to a of Name.
Penalty not exceeding Five Pounds for not so painting

or affixing its Name, and for every Day during which
such Name is not so kept painted or affixed, and every
Director and Manager of the Company who shall
knowingly and wilfully authorize or permit such De-
fault shall be liable to the like Penalty ; and if any
Director, Manager, or Officer of such Company, or any
Person on its Behalf, uses or authorizes the use of any
Seal purporting to be a Seal of the Company whereon
its Name is not so engraven as aforesaid, or issues or
authorizes the Issue of any Notice, Advertisement, 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, Endorsement,
Cheque, Order for Money or Goods, or issues or author-
izes to be issued any 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 per-
sonally liable to the Holder of any such Bill of Ex-
change, Promissory Note, Cheque, or Order for Money
or Goods, for the Amount thereof, unless the same ia
duly paid by the Company.

THE COMPANIES ACT, 1862.

Inspection
of Register.

43.^ Every Limited Company under this Act shall
keep a Eegister of all Mortgages and Charges specifi-
cally affecting Property of the Company, and shall enter
in such Eegister in respect of each Mortgage or Charge
a short Description of the Property mortgaged or
charged, the Amount of Charge created, and the Names
of the Mortgagees or Persons entitled to such Charge :
If any Property of the Company is mortgaged or
charged without such Entry as aforesaid being made,
every Director, Manager, or other Officer of the Com-
pany who knowingly and wilfully authorizes or permits
the Omission of such Entry shall incur a Penalty
not exceeding Fifty Pounds : The Eegister of Mort-
gages required by this Section shall be open to Inspec-
tion 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 authoriz-
ing or knowingly and wilfully permitting such Eefusal,
shall incur a Penalty not exceeding Five Pounds, and
a further Penalty not exceeding Two Pounds for every
Day during which such Eefusal continues; and in
addition to the above Penalty, as respects Companies
registered in England and Ireland^ any Judge sitting
in Chambers, or the Vice Warden of the Stannaries in
the Case of Companies subject to his Jurisdiction,
may by Order compel an immediate Inspection of the
Eegister.

1 The Companies Act, 1900, Sects. 14 to 18, post pp. 216 to 219.

Certain 44, Every Limited Banking Company and every

t?pXi?sr Insurance Company, and Deposit, Provident, or Benefit

st^ement Society under this Act shall, before it commences

iH Schedule. Business, and also on the First Monday in February

and the First Monday in August in every Year during

which it carries on Business, make a Statement in the

Form marked D. in the First Schedule hereto, or as

near thereto as Circumstances will admit, and a Copy

of such Statement shall be put up in a conspicuous

Place in the Eegistered Office of the Company, and in

THE COMPANIES ACT, 1862. 21

every 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
Company shall be liable to a Penalty not exceeding
Five Pounds for every Day during which such Default
continues, and every Director and Manager of the
Company who shall knowingly and wilfully authorize
or permit such Default shall incur the like Penalty.

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 List of
having a Capital divided into Shares 2], shall keep at its fj'keptliS
Registered Office a Register containing the Names and sent to
Addresses and the Occupations of its Directors or ^^'^ ™^"
Managers, and shall send to the Registrar of Joint

Stock Companies a Copy of such Register, and shall
from Time to Time notify to the Registrar any Change
that takes place in such Directors or Managers.

^Except those Registered under The Companies Act, 1867,
Sect. 23, post p. 137.

■^ Repealed by the Companies Act, 1900, post p. 226.

46. If any Company under this Act, [and not hav- Penalty on
ing a Capital divided into Shares i], makes Default in UotTSng
keeping a Register of its Directors or Managers, or in or sending
sending a Copy of such Register to the Registrar in Sfrectors?*
compliance with the foregoing Rules, or in notifying '^^■

to the Registrar any Change that takes place in such
Directors or Managers, such delinquent Company shall
incur a Penalty not exceeding Five Pounds for every
Day during which such Default continues, and every
Director and Manager of the Company who shall
knowingly and wilfully authorize or permit such De-
fault shall incur the like Penalty.

1 Repealed by the Companies Act, 1900, post p. 226.

47. A Promissory Note or Bill of Exchange shall Promissory
be deemed to have been made, accepted, or endorsed buis of "^
on behalf of any Company under this Act, if made. Exchange.

THE COMPANIES ACT, 1862.

accepted, or endorsed in the Name of the Company by
any Person acting under the Authority of the Company,
or if made, accepted, or endorsed by or on behalf or on
account of the Company by any Person acting under
the Authority of the Company.
Liability of 48. If any Company under this Act carries on Busi-
a^cSSpSiy^ ness when the Number of its Members is less than
Bills "'^ Seven 1 for a Period of Six Months after the Number
with less has been so reduced, every Person who is a Member
Membei^^" °^ ^^Gh Company during the Time that it so carries on
Business after such Period of Six Months, and is cog-
nizant of the Fact that it is so carrying on Business
with fewer than Seven Members, shall be severally
liable for the Payment of the whole Debts of the
Company contracted during such Time, and may be
sued for the same, without the Joinder in the Action
or Suit of any other Member.

^ And the Company may then be wound up by the Court, Sect.
79 (3), post p. 34.

General
Meeting of
Company.

■ V

Power to
alter Regu-
lations by
Special
Resolution.

Provisions for Protection of Members.

49. A General Meeting ^ of every Company under
this Act shall be held once at the least in every Year.^

1 See the Companies Act, 1900, Sect. 12, post p. 213 as to the
"Statutory Meeting," which must be held between one and
three months from the date at which the company is entitled to
commence business in the case of every company limited by
shares.

2 At which Auditors must be appointed. The Companies Act,
1900, Sect. 21, _pos^p. 220.

50. Subject to the Provisions of this Act, and to
the Conditions contained in the Memorandum of As-
sociation, any Company formed under this Act may, in
General Meeting from Time to Time, by passing a
Special Eesolution in manner herein-after mentioned,^
alter all or any of the Eegulations of the Company
contained in the Articles of Association ^ or in the Table
marked A. in the First Schedule, where such Table is
applicable to the Company, or make new Eegulations

THE COMPANIES ACT, 1862. 23

to the Exclusion of or in addition to all or any of the
Regulations of the Company ; and any Regulations so
made by Special Resolution shall be deemed to be
Regulations of the Company of the same Validity as
if they had been originally contained in the Articles of
Association, and shall be subject in like manner to be
altered or modified by any subsequent Special Resolu-
tion.

^ Sect. 51, infra.

2 Sects. 14, 15 and 16, ante pp. 6, 7.

51. A Resolution passed by a Company under this Definition
Act shall be deemed to be special whenever a Resolution Resoiutkm.
has been passed by a Majority ^oLflat less thaTi^^hree
Fourths of such Members„of the Company for the Time
being entitled, according to the Regulations of the
Company, to vote as may be present, in Person or
by Proxy (in Cases where by the Regulations of the
Company Proxies are allowed), at any General Meeting
of which Notice specifying the Intention to propose
such Resolution has been duly given, and such Reso-
lution has been confirmed by a Majority of such
Members for the Time being entitled, according to the
Regulations of the Company, to vote as may be present,
in Person or by Proxy, at a subsequent General Meet-
ing, of which Notice has been duly given, and held at
an interval of not less than Fourteen Days, nor more
than One Month from the Date of the Meeting at
which such Resolution was first passed : At any Meeting
mentioned in this Section, unless a Poll is demanded
by at least Five Members, a Declaration of the Chairman
that the Resolution has been carried shall be deemed
conclusive Evidence of the Fact, without Proof of the
Number or Proportion of the Votes recorded in favour
of or against the same : Notice of any Meeting shall,
for the Purposes of this Section, be deemed to be duly
given and the Meeting to be duly held, whenever such
Notice is given and Meeting held in manner prescribed
by the Regulations of the Company : In computing
the Majority under this Section, when a Poll is de-

24 THE COMPANIES ACT, 1862.

manded, Eeference shall be had to the Number of Votes
• to which each Member is entitled by the Kegulations
of the Company.
Provision 52. In Default of any Eegulations as to voting every
ReguiaSons Member shall have One Vote, and in default of any
as to Meet- Eegulations as to summoning General Meetings a
Meeting shall be held to be duly summoned of which
Seven Days' Notice in Writing has been served on every
Member in manner in which Notices are required to
be served by the Table marked A.i in the First Schedule
hereto, and in Default of any Regulations as to the
Persons to summon Meetings Five Members shall be
competent to summon the same, and in Default of any
Regulations as to who is to be Chairman of such Meet-
ing, it shall be competent for any Person elected by the
Members present to preside.

1 Post pp. 105, 107, clauses 95, 96 and 97. Also Sects. 62 and
63, post p. 27.

Registra- 53. A Copy of any Special Resolution that is passed
Spec^iRe- by any Company under this Act shall be printed and
solutions, forwarded to the Registrar of Joint Stock Companies,
and be recorded by him : If such Copy is not so for-
warded within Fifteen Days from the Date of the
Confirmation of the Resolution, the Company shall
incur a Penalty not exceeding Two Pounds for every
Day after the Expiration of such Fifteen Days during
which such Copy is omitted to be forwarded, and every
Director and Manager of the Company who shall know-
ingly and wilfuUy authorize or permit such Default
shall incur the like Penalty.
Copies of 54. Where Articles of Association have been regis-
SSons!* tered, a Copy of every Special Resolution for the time
being in force shall be annexed to or embodied in every
Copy of the Articles of Association that may be issued
after the passing of such Resolution : Where no Articles
of Association have been registered, a Copy of any
Special Resolution shall be forwarded in Print to any
Member requesting the same on Payment of One Shil-
ling, or such less Sum as the Company may direct :

THE COMPANIES ACT, 1862. 25

And if any Company makes Default in complying with
the Provisions of this Section it shall incur a Penalty
not exceeding One Pound for each Copy in respect of
which such Default is made ; and every Director and
Manager of the Company who shall knowingly and
wilfully authorize or permit such Default shall incur
the Uke Penalty.

55.^ Any Company under this Act may, by Instru- Execution
ment in Writing under its Common Seal, empower any abroad.^
Person, either generally or in respect of any specified
Matters, as its Attorney, to execute Deeds on its Behalf
in any Place not situate in the United Kingdom ; and
every Deed signed by such Attorney, on behalf of the
Company, and under his Seal, shall be binding on the
Company, and have the same Effect as if it were under
the Common Seal of the Company.

1 See also the Companies Seals Act, 1864, post p. 126.

56. The Board of Trade may appoint One or more Examina-
competent Inspectors to examine into the Affairs of ^^"iri of
any Company under this Act, and to report thereon, Company
in such Manner as the Board may direct, upon the tJrs'ap-^*'
Apphcations following; (that is to say,) T^Bo^rd^

(1.) In the Case of a Banking Company that has a of Trade.
Capital divided into shares, upon the Applica-
tion of Members holding not less than One
Third Part of the whole Shares of the Com-
pany for the Time being issued :
(2.) In the Case of any other Company that has
a Capital divided into Shares, upon the Appli-
cation of Members holding not less than One
Fifth Part of the whole Shares of the Company
for the Time being issued :
(3.) In the Case of any Company not having a
Capital divided into Shares, upon the Applica-
tion of Members being in number not less than
One Fifth of the whole Number of Persons for
the Time being entered on the Register of the
Company as Members.

THE COMPANIES ACT, 1862.

Application
for Inspec-
tion to be
supported
by Evi-
dence.

Inspection
of Books
and Ex-
amination
of Officers.

Result of
Examina-
tion how
dealt with.

Power of
Company
to appoint
Inspectors.

57. The Application shall be supported by such
Evidence as the Board of Trade may require for the
Purpose of showing that the Applicants have good
Reason for requiring such Investigation to be made,
and that they are not actuated by malicious Motives
in instituting the same ; the Board of Trade may also
require the Applicants to give Security for Payment of
the Costs of the Inquiry before appointing any Inspec-
tor or Inspectors.

58. It shall be the Duty of all Officers and Agents
of the Company to produce for the Examination of the
Inspectors all Books and Documents in their Custody
or Power : Any Inspector may examine upon Oath the
Officers and Agents of the Company in relation to its
Business, and may administer such Oath accordingly :
If any Officer or Agent refuses to produce any Book or
Document hereby directed to be produced, or to answer
any Question relating to the Affairs of the Company,
he shall incur a Penalty not exceeding Five Pounds in
respect of each Offence.

59- Upon the Conclusion of the Examination the
Inspectors shall report their Opinion to the Board of
Trade : Such Report shall be written or printed, as the
Board of Trade directs : A Copy shall be forwarded by
the Board of Trade to the Registered Office of the Com-
pany, and a further Copy shall, at the Request of the
Members upon whose Application the Inspection was
made, be delivered to them or to any One or more of
them : All Expenses of and incidental to any such
Examination as aforesaid shall be defrayed by the
Members upon whose Application the Inspectors were
appointed, unless the Board of Trade shall direct the
same to be paid out of the Assets of the Company,
which it is hereby authorized to do.

60. Any Company under this Act may by Special
Resolution appoint Inspectors for the Purpose of ex-
amining into the Affairs of the Company : The Inspec-
tors so appointed shall have the same Powers and
perform the same Duties as Inspectors appointed by
the Board of Trade, with this Exception, that, instead

THE COMPANIES ACT, 1862. 27

of making their Eeport to the Board of Trade, they
shall make the same in such Manner and to such
Persons as the Company in General Meeting directs ;
and the Officers and Agents of the Company shall incur
the same Penalties, in case of any Refusal to produce
any Book or Document hereby required to be produced
to such Inspectors, or to answer any question, as they
would have incurred if such Inspector had been ap-
pointed by the Board of Trade.

61. A Copy of the Eeport of any Inspectors ap- Report of
pointed under this Act, authenticated by the Seal of Jo^^e^E?r
the Company into whose Affairs they have made In- dence.
spection, shall be admissible in any Legal Proceeding,

as Evidence of the Opinion of the Inspectors in relation
to any Matter contained in such Report.

Notices.

62. Any Summons, Notice, Order, or other Docu- Service of
ment required to be served upon the Company may be Sc!i^oif'
served by leaving the same, or sending it through the company.
Post in a prepaid Letter addressed to the Company, at

their Registered Office. ^

1 As to Registered Office of Company, see Sect. 39, ante p. 18.

63. Any Document to be served by Post on the service of
Company shall be posted in such Time as to admit of ^t^f'bT'
its being delivered in the due Course of Delivery within Post,
the Period (if any) prescribed for the Service thereof ;

and in proving Service of such Document it shall be
sufficient to prove that such Document was properly
directed, and that it was put as a prepaid Letter into
the Post Office.

64. Any Summons, Notice, Order, or Proceeding Authenti-
requiring Authentication by the Company may be Notices of
signed by any Director, Secretary, or other authorized Company,
Officer of the Company, and need not be under the
Common Seal of the Company, and the same may be

in Writing or in Print, or partly in Writing and partly
in Print.

28 THE COMPANIES ACT, 1862.

Legal Proceedings.

Recovery of 65. All Offences under this Act made punishable
Penalties, j^y ^^^ Penalty may be prosecuted summarily before
Two or more Justices, as to England, in manner
directed by an Act passed in the Session holden in
the Eleventh and Twelfth Years of the Reign of Her
Majesty Queen Victoria^ Chapter Forty-three, intituled
An Act to facilitate the Performance of the Duties of
Justices of the Peace out of Sessions within England
and Wales with respect to summary Convictions and
Orders, or any Act amending the same ; and as to
Scotland, before Two or more Justices or the Sheriff
of the County, in manner directed by the Act passed
in the Session of Parliament holden in the Seventeenth
and Eighteenth Years of the Reign of Her Majesty
Queen Victoria, Chapter One hundred and four, in-
tituled An Act to amend and consolidate the Acts re-
lating to Merchant Shipping, or any Act amending the
same, as regards Offences in Scotland against that Act,
not being Offences by that Act described as Felonies or
Misdemeanors ; and as to Ireland, in manner directed
by the Act passed in the Session holden in the Four-
teenth and Fifteenth Years of the Reign of Her Majesty
Queen Victoria, Chapter Ninety-three, intituled An
Act to consolidate and amend the Acts regulating the
Proceedings of Petty Sessions and the Duties of Justices
of the Peace out of Quarter Sessions in Ireland, or any
Act amending the same.
Application 66. The Justices or Sheriff imposing any Penalty
of Penalties, ^j^jgj. ^j^jg ^^^ ^^^ direct the whole or any Part
thereof to be applied in or towards Payment of the
Costs of the Proceedings, or in or towards the reward-
ing the Person upon whose Information or at whose
Suit such Penalty has been recovered ; and subject to
such Direction, all Penalties shall be paid into the
Receipt of Her Majesty's Exchequer in such Manner
as the Treasury may direct, and shall be carried to
and form Part of the Consolidated Fund of the United
Kingdom.

THE COMPANIES ACT, 1862. ay

67. Every Company under this Act shall cause Evidence of
Minutes of all Eesolutions and Proceedings of General Itut^^.
Meetings of the Company, and of the Directors or
Managers of the Company in Cases where there are
Directors or Managers, to be duly entered in Books to

be from Time to Time provided for the Purpose ; and
any such Minute as aforesaid, if purporting to be
signed by the Chairman of the Meeting at which such
Resolutions were passed or Proceedings had, or by the
Chairman of the next succeeding Meeting shall be
received as Evidence in all Legal Proceedings ; and
until the contrary is proved, every General Meeting of
the Company or Meeting of Directors or Managers in
respect of the Proceedings of which Minutes have been
so made shall be deemed to have been duly held and
convened, and all Resolutions passed thereat or Pro-
ceedings had, to have been duly passed and had, and
all Appointments of Directors, Managers, or Liquidators
shall be deemed to be valid, and all Acts done by such
Directors, Managers, or Liquidators shall be valid,
notwithstanding any Defect that may afterwards be
discovered in their Appointments or Qualifications.

68. In the Case of Companies under this Act, and ^"ijf^j*'****"
engaged in working Mines within and subject to the warden of
Jurisdiction of the Stannaries, the Court of the Vice s^a^^aries.
Warden of the Stannaries shall have and exercise the

like Jurisdiction and Powers, as well on the Common
Law as on the Equity Side thereof, which it now
possesses by Custom, Usage, or Statute in the Case
of unincorporated Companies, but only so far as such
Jurisdiction or Powers are consistent with the Pro-
visions of this Act and with the Constitution of Com-
panies, as prescribed or required by this Act ; and for
the Purpose of giving fuller Effect to such Jurisdiction
in all Actions, Suits, or Legal Proceedings instituted in
the said Court, in Causes or Matters whereof the Court
has Cognizance, all Process issuing out of the same
and all Orders, Rules, Demands, Notices, Warrants,
and Summonses required or authorized by the Practice
of the Court to be served on any Company whether

,.«»•<

nV o,V

THE COMPANIES ACT, 1862.

Power to
order Se-
curity for
Costs in
Actions
brought by
Limited
Companies.

Allegations
in Action
against
Members.

registered or not registered, or any Member or Con-
tributory thereof, or any Officer, Agent, Director,,
Manager, or Servant thereof, may be served in any
Part of England without any Special Order of the
Vice Warden for that Purpose, or by such special
Order may be served in any Part of the United King-
dom of Great Britain and Ireland, or in the adjacent
Islands, Parcel of the Dominions of the Crown, on
such Terms and Conditions as the Court shall think
fit ; and all Decrees, Orders, and Judgments of the
said Court made or pronounced in such Causes or
Matters may be enforced in the same Manner in which
Decrees, Orders, and Judgments of the Court may now
by Law be enforced, whether within or beyond the
Local Limits of the Stannaries ; and the Seal of the
said Court, and the Signature of the Registrar thereof,
shall be judicially noticed by all other Courts and
Judges in England, and shall require no other Proof
than the Production thereof : The Registrar of the
said Court, or the Assistant Registrar, in making Sales
under any Decree or Order of the Court shall be
entitled to the same Privilege of selling by Auction
or Competition without a License, and without being
liable to Duty, as a Judge of the Court of Chancery is
entitled to in pursuance of the Acts in that Behalf.

69. Where a limited Company is Plaintiff or Pursuer
in any Action, Suit, or other Legal Proceeding, any
Judge having Jurisdiction in the Matter may, if it
appears by any credible Testimony that there is Reason
to believe that if the Defendant be successful in his
Defence the Assets of the Company will be insufficient
to pay his Costs, require sufficient Security to be given
for such Costs, and may stay all Proceedings until such
Security is given.

70. In any Action or Suit brought by the Company
against any Member to recover any CalP or other
Monies due from such Member in his Character of
Member, it shall not be necessary to set forth the
special Matter, but it shall be sufficient to allege that
the Defendant is a Member of the Company, and is

THE COMPANIES ACT, 1862. 31

indebted to the Company in respect of a Call made or
other Monies due whereby an Action or Suit hath
accrued to the Company.

1 As to Calls on Shares, see Table A, 4 to 7, post pp. 93, 94.

Alteration of Forms.

71. The Forms set forth in the Second Schedule Forms in
hereto, or Forms as near thereto as Circumstances uie t?bl^"
admit, shall be used in all Matters to which such «sed.^ ^^
Forms refer : the Board of Trade may from Time to Trade may
Time make such Alterations in the Tables and Forms fi^^l^^eS"
contained in the First Schedule hereto, so that it does

not increase the Amount of Fees payable to the Ee-
gistrar in the said Schedule mentioned, ^ and in the
Forms in the Second Schedule, or make such Additions
to the last-mentioned Forms as it deems requisite : '^
Any such Table or Form, when altered, shall be pub-
lished in the London Gazette, and upon such PubUcation
being made such Table or Form shall have the same
Force as if it were included in the Schedule to this
Act, but no Alteration made by the Board of Trade in
the Table marked A. contained in the First Schedule
shall affect any Company registered prior to the Date
of such Alteration, or repeal, as respects such Company,
any Portion of such Table.

1 In Tables B or C, post pp. 107, 108.

2 For forms under the Companies Act, 1900, see post p. 226 et seq.

Arbitrations.

72. Any Company under this Act may from Time Power for
to Time, by Writing under its Common Seal, agree to ^ SfeT'^*
refer and may refer to Arbitration, in accordance with ^Sf^/atfon
*' The Eailway Companies Arbitration Act, 1859," any in accord-
existing or future Difference, Question, or other Matter I2&23 vict.
whatsoever in dispute between itself and any other c. 59.
Company or Person, and the Companies Parties to the
Arbitration may delegate to the Person or Persons to

whom the Eeference is made Power to settle any Terms

32 THE COMPANIES ACT, 1862.

or to determine any Matter capable of being lawfully
settled or determined by the Companies themselves,
or by the Directors or other managing Body of such
Companies.
Provisions 73, All the Provisions of *' The Eailway Companies
v^ict.*59, Arbitration Act, 1859," shall be deemed to apply to
to apply. Arbitrations between Companies and Persons in pur-
suance of this Act ; and in the Construction of such
Provisions "the Companies " shall be deemed to include
Companies authorized by this Act to refer Disputes to
Arbitration.

PAKT IV.

Winding up of Companies and Associations under
THIS Act.

Preliminary.

Meaning of 74. The Term " Contributory " shall mean every Per-
Contribu- ^^^ i i[^\y\Q ^q contribute to the Assets of a Company
under this Act, in the event of the same being wound
up : It shall also, in all Proceedings for determining
the Persons who are to be deemed Contributories,
and in all Proceedings prior to the final Determination
of such Persons, include any Person alleged to be a
Contributory.

1 As to who these are, see Sect. 38, ante p. 17, and also Sects.
76, 77 and 78, post p. 33 ; as to Companies Registered but not
formed under this Act, Sect. 196 (5), post p. 83, and as to un-
registered Companies, Sect. 200, post p. 88.

Nature of 75. The Liability of any Person to contribute to the
CoSribu-''^ Assets of a Company under this Act, in the event of
tory. the same being wound up, shall be deemed to create

a Debt (in England and Ireland of the Nature of a
Specialty) accruing due from such Person at the Time
when his Liability commenced, but payable at the
Time or respective Times when Calls are made as

THE COMPANIES ACT, 1862. 33

herein-after mentioned ^ for enforcing such LiabiUty ;
and it shall be lawful in the Case of the Bankruptcy
of any Contributory to prove against his Estate the
estimated Value of his Liability to future Calls as well
as Calls already made.

1 Sect. 102, p. 43, Sect. 133 (9), p. 56, and Sect. 151, p. 62.

76. If any Contributory dies either before or after Contribu-
he has been placed On the List of Contributories herein- case^of "
after mentioned,^ his Personal Eepresentatives, Heirs, Death,
and Devisees shall be liable in a due Course of Ad-
ministration to contribute to the Assets of the Company

in discharge of the Liability of such deceased Contri-
butory and such Personal Eepresentatives, Heirs,
and Devisees shall be deemed to be Contributories
accordingly.

1 Sect. 98, post p. 42.

77. If any Contributory becomes bankrupt, either Contribu-
before or after he has been placed on the List of Con- ^"g^of"
tributories, his Assignees shall be deemed to represent Bank-
such Bankrupt for all the Purposes of the Winding up, ™^ *^^"
and shall be deemed to be Contributories accordingly,

and may be called upon to admit to Proof against the
Estate of such Bankrupt, or otherwise to allow to be
paid out of his Assets in due Course of Law, any
Monies due from such Bankrupt in Eespect of his
Liability ^ to contribute to the Assets of the Company
being wound up ; and for the purposes of this Section
any Person who may have taken the Benefit of any
Act for the Belief of Insolvent Debtors before the
Eleventh Day of October One thousand eight hundred
and sixty-one shall be deemed to have become bankrupt.

^ Sect. 75, ante p. 32.

78. If any Female Contributory marries, either Contnbu-
before or after she has been placed on the List of callfof "
Contributories, her Husband ^ shall during the Con- Marriage,
tinuance of the Marriage be liable to contribute to

the Assets of the Company the same Sum as she

THE COMPANIES ACT, 1862.

■would have been liable to contribute if she had not
married, and he shall be deemed to be a Contributory
accordingly.

^ But see now Sects. 6, 7, and 14 of the Married Women's
Property Act, 1882 (33 & 34 Vict., cap. 75).

Winding up by Court.

may be
wound up
by Court.

Circum- 79. A Company under this Act may be wound up

uifdefwhicii ^y *^® Court as herein-after defined, ^ under the fol-
Corapany lowing Circumstances ; (that is to say,)

(1.) Whenever the Company has passed a Special

Kesolution 2 requiring the Company to be wound

up by the Court :
(2.) Whenever the Company does not commence its

Business within a Year from its Incorporation,

or suspends its Business for the Space of a

whole Year :
(3.) Whenever the Members are reduced in Number

to less than Seven : ^
(4.) Whenever the Company is unable to pay its

Debts : ^
(5.) Whenever the Court is of opinion that it is just

and equitable that the Company should be

wound up.^

^ Sect. 1 of the Companies Winding-up Act, 1890, post p. 164.

2 As to what is a Special Resolution, see Sect. 51, ante p. 23.

^ As to this, see also Sect. 48, ante p. 22, and the Companies
Act, 1867, Sect. ^0, post p. 143.

^ See next Sect.

*And see also the Companies Act, 1900, Sect. 12 (8), post
p. 215.

80. A Company! under this Act shall be deemed
to be unable to pay its Debts :

(1.) Whenever a Creditor, by Assignment or other-
wise, to whom the Company is indebted, at
Law or in Equity, in a Sum exceeding Fifty
Pounds then due, has served on the Company,
by leaving the same at their Eegistered Office^

Company
when to be
deemed un-
able to pay
its Debts.

THE COMPANIES ACT, 1862. 35

a Demand under his Hand requiring the Com-
pany 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 compound for the
same to the reasonable Satisfaction of the
Creditor :

(2.) Whenever, in England and Ireland, Execution
or other Process issued on a Judgment, Decree,
or Order obtained in any Court in favour of
any Creditor, at Law or in Equity in any Pro-
ceeding instituted by such Creditor against
the Company, is returned unsatisfied in v^hole
or in part :

(3.) Whenever, in Scotland, the Induciae of a Charge
for payment on an Extract Decree, or an Ex-
tract registered Bond, or an Extract registered
Protest have expired without Payment being
made :
' (4.) Whenever it is proved to the Satisfaction of
the Court that the Company is unable to pay
its Debts.

^ If Company be unregistered, see Sect, 199 (4), post p. 86.

81/ The Expression "the Court," as used in this Part of this Definition
Act, shall mean the following Authorities ; (that is to say,) of " the

In the Case of a Company engaged in working any Mine ^«"rt."
within and subject to the Jurisdiction of the Stannaries,
the Court of the Vice Warden of the Stannaries, unless
the Vice Warden certifies that in his Opinion the Com-
pany would be more advantageously wound up in the
High Court of Chancery, in which Case "the Court"
shall mean the High Court of Chancery;
In the Case of a Company registered in England that is not
engaged in working any such Mine as aforesaid, the
High Court of Chancery :
In the Case of a Company registered in Ireland, the Court of

Chancery in Ireland :
In all Cases of Companies registered in Scotland, the Court of
Session in either Division thereof :
Provided that where the Court of Chancery in England or Ire-
land makes an Order for winding up a Company under this Act,
it may, if it thinks fit, direct all subsequent Proceedings for
winding up the same to be had in the Court of Bankruptcy

36 THE COMPANIES ACT, 1862.

having Jurisdiction in the Place in which the Registered Office
of the Company is situate ; and thereupon such last-mentioned
Court of Bankruptcy shall, for the Purposes of winding up the
Company, be deemed to be "the Court" within the Meaning of
the Act, and shall have for the Purposes of such winding up all
the Powers of the High Court of Chancery, or of the Court of
Chancery in Ireland, as the Case may require.

'^Repealed by the Companies {Winding-up) Act, 1890, Sect. 1,
wliereof {post p. 164) is substituted for this Section.

Application 82. Any Application to the Court for the winding
up to be^"^ up 1 of a Company under this Act shall be by Petition ;
made by it may be presented by the Company, or by any One
or more Creditor or Creditors, Contributory or Con-
tributories^ of the Company, or by all or any of the
above Parties, together or separately ; and every Order
which may be made on any such Petition shall operate
in favour of all the Creditors and all the Contributories
of the Company in the same Manner as if it had been
made upon the joint Petition of a Creditor and a Con-
tributory.

1 See also as to the machinery for winding up Companies, the
Companies (Winding-up) Act, 1890, post p. 164.

^ Subject to the provisions of the Companies Act, 1867, Sect.
40, 2^ost p. 143.

Power of 83. Any Judge of the High Court of Chancery may

Court. ^Q |j^ Chambers any Act which the Court is hereby
authorized to do ; and the Vice Warden of the Stan-
naries may direct that a Petition for winding up a
Company be heard by him at such Time and at such
Place within the Jurisdiction of the Stannaries, or
within or near to the Place where the Eegistered Office
of the Company is situated, as he may deem to be
convenient to the Parties concerned, or (with the Con-
sent of the Parties concerned) at any Place in England ;
and all Orders made thereupon shall have the same
Force and Effect as if they had been made by the
Vice Warden sitting at Truro or elsewhere within the
Jurisdiction of the Court, and all Parties and Persons
summoned to attend at the Hearing of any such Peti-
tion shall be compellable to give their Attendance
before the Vice Warden by like Process and in like

THE COMPANIES ACT, 1862. 37

Manner as at the Hearing of any Cause or Matter at
the usual Sitting of the said Court ; and the Eegistrar
of the Court may, subject to Exception or Appeal to
the Vice Warden as heretofore used, do and exercise
such and the like Acts and Powers in the Matter of
winding up ^ as he is now used to do and exercise in a
Suit on the Equity Side of the said Court.

^ " Winding up " here includes proceedings under the Com-
panies Act, 1867, Sect. 12 of that Act, post p. 133.

84. A Winding up of a Company by the Court shall commence-
be deemed to commence at the Time of the Presentation ^Siing up
of the Petition for the Winding up. »^y ^"o«rt,.

85.^ The Court may, at any Time after the Presen- court may
tation of a Petition for winding up a Company under ^ncfijjj'to
this Act, and before making an Order for winding up restrain
the Company, upon the Application of the Company, andfappSS
or of any Creditor or Contributory of the Company, PfJ'^^n*'"'
restrain further Proceedings in any Action, Suit or official
Proceeding against the Company, upon such Terms as I'^q"!**^'***^-
the Court thinks fit ; the Court may also at any Time
after the Presentation of such Petition, and before
the First Appointment of Liquidators, appoint pro-
visionally '-' an Official Liquidator ^ of the Estate and
Effects of the Company.

^ Where Company is registered but not formed under this Act,
see Sect. 197, post p. 84; where Company is unregistered, see
Sect. 201, post p. 88.

2 The Companies (Winding-up) Act, 1890, Sect. 4 (5), post
p. 167.

^ As to Official Liquidators, see Sects. 92 to 96, post p. 39 et seq.

SQ- Upon hearing the Petition the Court may dis- Course to be
miss the same with or without Costs, may adjourn the court^on'^^
Hearing conditionally or unconditionally, and may p|^?j"gj
make any Interim Order, or any other Order that it
deems just.

87.^ When an Order has been made for winding up Actions and
a Company under this Act no Suit, Action, or other stayld^aJter
Proceeding shall be proceeded with or commenced Order for
against the Company except with the Leave of the ^""*"^"p-

THE COMPANIES ACT, 1862.

Copy of
Order to be
forwarded
to Registrar.

Power of
Court to
stay Pro-

Court, and subject to such Terms as the Court may
impose.

1 Where Company is registered but not formed under this Act,
see Sect. 198, post p. 84; where Company is unregistered, see
Sect. 202, post p. 88.

88. When an Order has been made for winding up
a Company under this Act, a Copy of such Order shall
forthwith be forwarded by the Company to the Eegistrar
of Joint Stock Companies, who shall make a Minute
thereof in his Books relating to the Company.

89. The Court may at any Time after an Order has
been made for winding up a Company, upon the Ap-
plication by Motion of any Creditor or Contributory of
the Company, and upon Proof to the Satisfaction of the
Court that all Proceedings in relation to such Winding-
up ought to be stayed, make an Order staying the same,
either altogether or for a limited Time, on such Terms
and subject to such Conditions as it deems fit.

90- When an Order has been made for winding up
a Company limited by Guarantee ^ and having a Capital
divided into Shares, any Share Capital that may not
have been called up shall be deemed to be Assets of
the Company, and to be a Debt (in England and Ire-
land of the Nature of a Specialty) due to the Company
from each Member to the Extent of any Sums that
may be unpaid on any Shares held by him, and pay-
able at such time as may be appointed by the Court.

1 But see now the Companies Act, 1900, Sect. 27, post p. 223.

Courtmay 91,1 rjij^g Court may, as to all Matters relating to

to'wisE^ the Winding up, have regard to the Wishes of the

OT Contri^^** Creditors or Contributories, as proved to it by any

butories. Sufficient Evidence, and may, if it thinks it expedient,

direct Meetings of the Creditors or Contributories to

be summoned, held, and conducted in such Manner as

the Court directs, for the Purpose of ascertaining their

Wishes, and may appoint a Person to act as Chairman

of any such Meeting, and to report the Eesult of such

Meeting to the Court : In the case of Creditors, regard

is to be had to the Value of the Debts due to each Ore-

Effect of

Order on
Share
Capital of
Company
limited by
Guarantee.

THE COMPANIES ACT, 1862. 39

ditor, and in the Case of Contributories to the Number
of Votes conferred on each Contributory by the Regu-
lations of the Company.

iThe Companies (Winding-up) Act, 1890, Sect. 18, post p.
175.

Official Liquidators.

92, For the Purpose of conducting the Proceedings Appoint-
in winding up a Company, and assisting the Court omd?3
therein, there may be appointed a Person or Persons i'iqu»<i»tors-
to be called an Official Liquidator i or Official Liqui-
dators ; and the Court having Jurisdiction may appoint

such Person or Persons, either provisionally or other-
wise, as it thinks fit, to the Office of Official Liquidator
or Official Liquidators ; in all Cases if more Persons
than One are appointed to the Office of Official Liquida-
tor, the Court shall declare whether any Act hereby
required or authorized to be done by the Official Liqui-
dator is to be done by all or any One or more of such
Persons. [The Court may also determine whether
any and what Security is to be given by any Official
Liquidator on his Appointment ; 2] if no Official Liqui-
dator is appointed, or during any Vacancy in such
Appointment, all the Property of the Company shall
be deemed to be in the Custody of the Court.

^ Now become Official Receiver by virtue of the Companies
{Winding-up) Act, 1890, Sect. 4, post p. 166.

2 Repealed by the Companies (Winding-up) Act, 1S90, post p. 189.

93. Any Official Liquidator may resign or be re- Resigna-
moved by the Court on due Cause shown : And any movai?*
Vacancy in the Office of an Official Liquidator appointed ^^^^"^^p^
by the Court shall be filled by the Court : There shall and Re-
be paid to the Official Liquidator such Salary or Be- ™unenition.
muneration, by way of Per-centage or otherwise, as

the Court may direct ; and if more Liquidators than
One are appointed, such Eemuneration shall be dis-
tributed amongst them in such Proportions as the
Court directs.

40 THE COMPANIES ACT, 1862.

style and 94. The Official Liquidator or Liquidators shall be
offiS*"^ described by the Style of the Official Liquidator or
Liquidator. Official Liquidators of the particular Company in re-
spect of which he is or they are appointed, and not by
his or their individual Name or Names ; he or they
shall take into his or their Custody, or under his or
their Control, all the Property, Effects, and Things in
Actions to which the Company is or appears to be
entitled, and shall perform such Duties in reference to
the Winding up of the Company as may be imposed
by the Court.
P^eraof 95. The Official Liquidator shall have Power,i
Liquidator, with the Sanction of the Court, to do the following
Things :

To bring or defend any Action, Suit, or Prosecution,
or other Legal Proceeding, Civil or Criminal, in
the Name and on Behalf of the Company :
To carry on the Business of the Company, so far as
may be necessary for the beneficial winding up of
the same :
To sell the Eeal and Personal and Heritable and
Moveable Property, Effects and Things in Action
of the Company by Public Auction or Private
Contract, with Power to transfer the whole thereof
to any Person or Company, or to sell the same in
Parcels :
To do all Acts and to execute, in the Name and on
behalf of the Company, all Deeds, Eeceipts, and
other Documents, and for that Purpose to use,
when necessary, the Company's Seal :
To prove, rank, claim, and draw a Dividend, in the
Matter of the Bankruptcy or Insolvency or Se-
questration of any Contributory, for any Balance
against the Estate of such Contributory, and to
take and receive Dividends in respect of such
Balance, in the Matter of Bankruptcy or Insol-
vency or Sequestration, as a separate Debt due
from such Bankrupt or Insolvent, and rateably
with the other separate Creditors :
To draw, accept, make, and endorse any Bill of Ex-

THE COMPANIES ACT, 1862. 41

change or Promissory Note in the Name and on
behalf of the Company, also to raise upon the
Security of the Assets of the Company from Time
to Time any requisite Sum or Sums of Money;
and the drawing, accepting, making, or endorsing
of every such Bill of Exchange or Promissory
Note as aforesaid on behalf of the Company shall
have the same Effect with respect to the Liability
of such Company as if such Bill or Note had been
drawn, accepted, made, or endorsed by or on be-
half of such Company in the course of carrying
on the Business thereof :

To take out, if necessary, in his official Name, Letters
of Administration to any deceased Contributory,
and to do in his official Name any other Act that
may be necessary for obtaining Payment of any
Monies due from a Contributory or from his
Estate, and which Act cannot be conveniently
done in the Name of the Company ; and in all
Cases where he takes out Letters of Administra-
tion, or otherwise uses his official Name for
obtaining Payment of any Monies due from a
Contributory, such Monies shall, for the Pur-
pose of enabling him to take out such Letters
or recover such Monies, be deemed to be due to
the Official Liquidator himself.

To do and execute all such other Things as may be
necessary for winding up the Affairs of the Com-
pany and distributing its Assets.

iThe Companies (Winding-up) Act, 1890, Sect. 12, post
p. 175.

96. The Court may provide by any Order that the Discretion
Official Liquidator may exercise any of the above LiquWator
Powers without the Sanction or Intervention of the
Court, and where an Official Liquidator is provisionally
appointed 1 may limit and restrict his Powers by the
Order appointing him.

^ As provided for by Sect. 85, ante p. 37.

THE COMPANIES ACT, 1862.

List of Con-
tributories
and Collec-
tion and
Application
of i

Appoint- 97.1 The Official Liquidator may, with the Sanction of the

mentof Court, appoint a Solicitor or Law Agent to assist him in the
to Official Performance of his Duties.

Liquidator. -^^ Repealed by the Companies (Winding-up) Act, 1890, and re-
placed by Sect. 12 (4) of that Act, post p. 175.

Ordinary Powers of Court,

98.^ As soon as may be after making an Order for
winding up the Company, the Court shall settle a List
of Contributories, with Power to rectify the Register of
Members in all Cases where such Rectification is re-
quired in pursuance of this Act,- and shall cause the
Assets of the Company to be collected, and applied in
discharge of its Liabilities.

1 The Companies (Winding-up) Act, 1890, Sect. 13, post p. 175.

2 Sect. 35, ante p. 15.

Provision 99.^ In Settling the List of Contributories, the Court
sentaSvr^ shall distinguish between Persons who are Contri-
Contribu- butorics in their own Right and Persons who are Con-
tones, tributories as being Representatives of or being liable
to the Debts of others ; it shall not be necessary,
where the Personal Representative of any deceased
Contributory is placed on the List, to add the Heirs
or Devisees of such Contributory, nevertheless such
Heirs or Devisees may be added as and when the
Court thinks fit.

iThe Companies (Winding-up) Act, 1890, Sect. l^,post p. 175.

Power of 100.^ The Court may, at any Time after making

Sqidre" *^ Order for winding up a Company, require any Con-

Deiiveryof tributory for the Time being settled on the List of

offiaai^^*''' Contributories, Trustee, Receiver, Banker, or Agent,

Liquidator, qj. Officer of the Company to pay, deliver, convey,

surrender, or transfer forthwith, or within such Time

as the Court directs, to or into the Hands of the Official

Liquidator, any Sum or Balance, Books, Papers, Estate,

or Effects which happen to be in his Hands for the

Time being, and to which the Company is 'prima facie

entitled.

1 The Companies (Winding-up) Act, 1890, Sect. 13, post p. 175.

THE COMPANIES ACT, 1862. 43

101. The Court may, at any Time after making an Power of
Order for winding up the Company, make an Order on o?der Pay-
any Contributory for the Time being settled on the ment of
List of Contributories, directing Payment to be made, contribu-
in manner in the said Order mentioned, of any Monies ^^^ry.
due from him or from the Estate of the Person whom
he represents to the Company, exclusive of any Monies
which he or the Estate of the Person whom he repre-
sents may be liable to contribute by virtue of any Call
made or to be made by the Court in pursuance of this
Part of this Act ; ^ and it may, in making such Order,
when the Company is not limited, allow to such Con-
tributory "^ by way of Set-off any Monies due to him or
the Estate which he represents from the Company on
any independent Dealing or Contract with the Com-
pany, but not any Monies due to him as a Member of
the Company in respect of any Dividend or Profit :

Provided that when all the Creditors of any Com-
pany whether limited or unlimited are paid in full, any
Monies due on any Account whatever to any Contri-
butory from the Company may be allowed to him by
way of Set-off against any subsequent Call or Calls.

1 Sect. 102 infra.

2 And also to a Director with unlimited Liability ; the Com-
panies Act, 1867, Sect. 6, 2^ost p. 130.

102.^ The Court may, at any Time after making an Power of
Order for winding up a Company, and either before Sake caiis.
or after it has ascertained the Sufficiency of the Assets
of the Company, make Calls on and order Payment
thereof by all or any of the Contributories, for the
Time being settled on the List of Contributories, to
the Extent of their Liability for Payment of all or any
Sums it deems necessary to satisfy the Debts and
Liabilities of the Company, and the Costs, Charges, and
Expenses of winding it up, and for the Adjustment of
the Eights of the Contributories amongst themselves,
and it may, in making a Call, take into Consideration
the Probability that some of the Contributories upon
whom the same is made may partly or wholly fail to
pay their respective Portions of the same.

1 The Companies (Winding-up) Act, 1890, Sect. 13, post p. 176.

THE COMPANIES ACT, 1862.

Power of
Court to
order Pay-
ment into
Bank.

Regulation
of Account
with Court.

Proceedings
in case of
Represen-
tative Con-
tributory
not paying
Monies
ordered.

Order con-
clusive Evi-
dence.

103. The Court may order any Contributory, Pur-
chaser, or other Person from whom Money is due to
the Company to pay the same into the Bank of Eng-
land or any Branch thereof to the Account of the
Official Liquidator instead of to the Official Liquidator,
and such Order may be enforced in the same Manner
as if it had directed Payment to the Official Liquidator.

104. All Monies, Bills, Notes, and other Securities-
paid and delivered into the Bank of England or any
Branch thereof in the event of a Company being wound
up by the Court, shall be subject to such Order and
Eegulation for the keeping of the Account of such
Monies and other Effects, and for the Payment and
Delivery in, or Investment and Payment and Delivery
out of the same as the Court may direct.

105. If any Person made a Contributory ^ as Per-
sonal Representative of a deceased Contributory makes-
Default in paying any Sum ordered to be paid by him.
Proceedings may be taken for administering the Per-
sonal and Real Estates of such deceased Contributory,,
or either of such Estates, and of compelling Payment
thereout of the Monies due.

^ Sect. 76, ante p. 33.

106. Any Order made by the Court in pursuance of
this Act 1 upon any Contributory shall, subject to the
Provisions herein contained ^ for appeahng against such
Order, be conclusive Evidence that the Monies, if any,
thereby appearing to be due or ordered to be paid are
due, and all other pertinent Matters stated in such
Order are to be taken to be truly stated as against all
Persons, and in all Proceedings whatsoever, with the
Exception of Proceedings taken against the Real Estate
of any deceased Contributory, in which Case such
Order shall only be prima facie Evidence for the Pur-
pose of charging his Real Estate, unless his Heirs or
Devisees 3 were on the List of Contributories at the
Time of the Order being made.

1 Sects. 101, 102 and 103, ante pp. 43, 44.

2 Sect. 124, post p. 50.

3 Sect. 99, ante p. 42.

THE COMPANIES ACT, 1862. 45

107.^ The Court may fix a certain Day or certain Court may
Days on or within which Creditors of the Company are Jj. cred^
to prove their Debts or Claims, or to be excluded from tors to
the Benefit of any Distribution made before such Debts ^^^''^'
are proved.

1 Seethe Companies (Winding-up) Act, 1890, Sect. IS, post ip. 175.

108. If in the course of proving the Debts and Proceedings
Claims of Creditors in the Court of the Vice Warden SthI vic"e*
of the Stannaries any Debt or Claim is disputed by the ^J^I^^^'J^p^
Official Liquidator or by any Creditor or Contributory, naries on
or appears to the Court to be open to Question, the ^ebtl^^
Court shall have Power, subject to Appeal as herein-
after provided, to adjudicate upon it, and for that
Purpose the said Court shall have and exercise all
needful Powers of Inquiry touching the same by
Affidavit or by oral Examination of Witnesses or of
Parties, whether voluntarily offering themselves for
Examination or summoned to attend by compulsory
Process of the Court, or to produce Documents before
the Court, and the Court shall also have power incident-
ally, to decide on the Validity and Extent of any Lien
or Charge claimed by any Creditor on any Property of
the Company in respect of such Debt, and to make
Declarations of Eight, binding on all Persons interested ;
and for the more satisfactory Determination of any
Question of Fact, or mixed Question of Law and Fact
arising on such Inquiry, the Vice Warden shall have
Power, if he thinks fit, to direct and settle any Action
or Issue to be tried either on the Common Law Side
of his Court, or by a Common or Special Jury, before
the Justices of Assize in and for the Counties of Corn-
wall or Devon, or at any Sitting of One of the Superior
Courts in London or Middlesex, which Action or Issue
shall accordingly be tried in due Course of Law, and
without other or further Consent of Parties ; and the
Finding of the Jury in such Action or Issue shall be
conclusive of the Facts found, unless the Judge who
tried it makes known to the Vice Warden that he was
not satisfied with the Finding, or unless it appears to

THE COMPANIES ACT, 1862.

Court to ad-
just Rights
of Contribu-
tones.

Court may
determine
Priority of
Costs.

Dissolution
of Company

Registrar
to be in-
formed of
and make
Minute of
Dissolution
of Company.
Penalty on
not report-
ing Dissolu-
tion of
Company.

Petition tti
be Lis pen-
dens.

Power of
Court to
summon
Persons
before it
suspected
of having
Property of
Company,
etc.

the Vice Warden that, in consequence of Miscarriage,
Accident, or the subsequent Discovery of fresh material
Evidence, such Finding ought not to be conclusive.

109. The Court shall adjust the Eights of the
. Contributories amongst themselves, and distribute

any Surplus that may remain amongst the Parties
entitled thereto.

110. The Court may, in the event of the Assets
being insufficient to satisfy the Liabilities, make an
Order as to the Payment out of the Estate of the
Company of the Costs, Charges, and Expenses incurred
in winding up any Company in such order of Priority
as the Court thinks just.

111. When the Affairs of the Company have been
completely wound up, the Court shall make an^ Order
that the Company be dissolved from the Date of such
Order, and the Company shall be dissolved accord-
ingly.

112. Any Order so made shall be reported by the
Ofi&cial Liquidator to the Eegistrar, who shall make a
Minute accordingly in his Books of the Dissolution of
such Company.

113. If the Official Liquidator makes Default in
reporting to the Eegistrar, in the Case of a Company
being wound up by the Court, the Order that the
Company be dissolved, he shall be liable to a Penalty
not exceeding Five Pounds for every Day during which
he is so in Default.

114. Repealed by 30 & 31 Vict. c. 47.

Extraordinary Powers of Court.

115. The Court may, after it has made an Order
for winding up the Company, summon before it any
Officer of the Company or Person known or suspected
to have in his Possession any of the Estate or Effects
of the Company, or supposed to be indebted to the
Company, or any Person whom the Court may deem
capable of giving Information concerning the Trade,
Dealings, Estate, or Effects of the Company ; and the

THE COMPANIES ACT, 1862. 47

Court may require any such Officer or Person to pro-
duce any Books, Papers, Deeds, Writings, or other
Documents in his Custody or Power relating to the
Company ; and if any Person so summoned, after
being tendered a reasonable Sum for his Expenses,
refuses to come before the Court at the Time appointed,
having no lawful Impediment (made known to the
Court at the Time of its sitting, and allowed by it),
the Court may cause such Person to be apprehended,
and brought before the Court for Examination ; ^
nevertheless, in Cases where any Person claims any
Lien on Papers, Deeds, or Writings or Docunients
produced by him, such Production shall be without
Prejudice to such Lien, and the Court shall have
Jurisdiction in the Winding up to determine all
Questions relating to such Lien.

1 Sect. 117 infra.

116. If, after an Order for winding up in the Court Special Pro-
of the Vice Warden of the Stannaries, it appears that to^Surrof
any Person claims Property in, or any Lien, legal or \^^^Jl^'
equitable, upon any of the Machinery, Materials, Ores, stannaries,
or Effects on the Mine, or on Premises occupied by

the Company in connexion with the Mine, or to
which the Company was at the Time of the Order
prima facie entitled, it shall be lawful for the Vice
Warden or the Registrar to adjudicate upon such
Claim or Interpleader in the Manner provided by
Section Eleven of the Act passed in the Eighteenth
Year of the Reign of Her present Majesty, Chapter
Thirty-two ; and any Action or Issue directed upon
such Interpleader may, if the Vice Warden think fit,
be tried in his Court or at the Assizes or the Sittings
in London or Middlesex, before a Judge of One of the
Superior Courts, in the Manner and on the Terms and
Conditions herein-before provided in the Case of dis-
puted Debts and Claims of Creditors.

117. The Court may examine upon Oath, either by Examina-
Word of Mouth or upon written Interrogatories, any Pa?ti°es by
Person appearing or brought before them in manner Court.

THE COMPANIES ACT, 1862.

aforesaid ^ concerning the Affairs, Dealings, Estate, or
Effects of the Company, and may reduce into Writing
the Answers of every such Person, and require him to
subscribe the same.

1 Sect. 115, ante p. 46.
Power to 118. The Court may, at any Time before or after it

tSbutory" has made an Order for winding up a Company, upon
*b^"*d* I*roof being given that there is probable Cause for
or to remove believing that any Contributory^ to such Company is
anv^oThfs ^bout to quit the United Kingdom, or otherwise abscond
Property, or to remove or conceal any of his Goods or Chattels,
for the Purpose of evading Payment of Calls, or for
avoiding Examination in respect of the Affairs of the
Company, cause such Contributory to be arrested, and
his Books, Papers, Monies, Securities for Monies, Goods,
and Chattels to be seized, and him and them to be safely
kept until such Time as the Court may order.
^ Sect. 74, ante p. 32.

119. Any Powers by this Act conferred on the Court
shall be deemed to be in addition to and not in restric-
tion of any other Powers subsisting, either at Law or
in Equity, of instituting Proceedings against any Con-
tributory, or the Estate of any Contributory, or against
any Debtor of the Company, for the Eecovery of any
Call or other Sums due from such Contributory or
Debtor, or his Estate, and such Proceedings may be
instituted accordingly.

Powers of
Court cu-
mulative.

Power to

enforce

Orders.

Enforcement of and Appeal from Orders.

120. AH Orders made by the Court of Chancery in
England or Ireland under this Act may be enforced in
the same Manner in which Orders of such Court of
Chancery made in any Suit pending therein may be
enforced, and for the Purposes of this Part of this Act
the Court of the Vice Warden of the Stannaries shaU,
in addition to its ordinary Powers, have the same Power
of enforcing any Orders made by it as the Court of
Chancery in England has in relation to Matters within

THE COMPANIES ACT, 1862. 49

the Jurisdiction of such Court, and for the last-mentioned
Purposes the Jurisdiction of the Vice Warden of the
Stannaries shall be deemed to be co-extensive in local
Limits with the Jurisdiction of the Court of Chancery
in England.

121. Where an Order, Interlocutor, or Decree has Power to
been made in Scotland for winding up a Company by tritmtories
the Court, it shall be competent to the Court in Scotland in Scotland
during Session, and to the Lord Ordinary on the Bills °^^^
during Vacation, on Production by the Liquidators of

a List certified by them of the Names of the Contribu-
tories liable in Payment of any Calls which they may
wish to enforce, and of the Amount due by each Con-
tributory respectively, and of the Date when the same
became due, to pronounce forthwith a Decree against
such Contributories for Payment of the Sums so certified
to be due by each of them respectively, with Interest
from the said Date till Payment, at the Eate of Five
Pounds per Centum per Annum, in the same Way and
to the same Effect as if they had severally consented
to Eegistration for Execution, on a Charge of Six Days,
of a legal Obligation to pay such Calls and Interest ;
and such Decree may be extracted immediately, and
no Suspension thereof shall be competent, except on
Caution or Consignation, unless with special Leave of
the Court or Lord Ordinary.

122. Any Order made by the Court in England for order made
or in the course of the Winding up of a Company under J" b"|if"^
this Act shall be enforced in Scotland and Ireland in forced in
the Courts that would respectively have had Jurisdic- aSire-
tion in respect of such Company if the Eegistered Ofl&ce ^^"^' ^^^
of the Company has been situate in Scotland or Ireland,

and in the same Manner in all respects as if such
Order had been made by the Courts that are hereby
required to enforce the same ; and in like Manner
Orders, Interlocutors, and Decrees made by the Court
in Scotland for or in the course of the Winding up of
a Company shall be enforced in England and Ireland,
and Orders made by the Court in Ireland for or in the
course of winding up a Company shall be enforced in

50 THE COMPANIES ACT, 1862.

England and Scotland by the Courts which would

respectively have had Jurisdiction in the Matter of

such Company if the Eegistered Office of the Company

were situate in the Division of the United Kingdom

where the Order is required to be enforced, and in the

same Manner in all respects as if such Order had been

made by the Court required to enforce the same in the

Case of a Company within its own Jurisdiction.

Mode of 123. Where any Order, Interlocutor, or Decree made

with "orders ^J ^^® Court is required to be enforced by another

to be en- Court, as hereiii-before provided,^ an Office Copy of

other ^ the Order, Interlocutor, or Decree so made shall be

Courts. produced to the proper Officer of the Court required to

enforce the same, and the production of such Office

Copy shall be sufficient Evidence of such Order, Inter-

- locutor, or Decree having been made, and thereupon

such last-mentioned Court shall take such Steps in the

Matter as may be requisite for enforcing such Order,

Interlocutor, or Decree, in the same Manner as if it

were the Order, Interlocutor, or Decree of the Court

enforcing the same.

^ Sect. 122, ante, p. 49.

Appeals 124. Eehearings of and Appeals from any Order or

Orders Decision made or given in the Matter of the Winding
up of a Company by any Court having Jurisdiction
under this Act may be had in the same Manner and
subject to the same Conditions in and subject to which
Appeals may be had from any Order or Decision of the
same Court in cases within its ordinary Jurisdiction ;
subject to this Eestriction, that no such Rehearing or
Appeal shall be heard unless Notice of the same is given
within Three Weeks after any Order complained of has
been made, in manner in which Notices of Appeal are
ordinarily given according to the Practice of the Court
appealed from, unless such Time is extended by the
Court of Appeal : Provided that it shall be lawful for
the Lord Warden of the Stannaries, by a Special or
General Order, to remit at once any Appeal allowed
and regularly lodged with him against any Order or

THE COMPANIES ACT, 1862. 51

Decision of the Vice Warden made in the Matter of
a Winding up to the Court of Appeal in Chancery, which
Court shall thereupon hear and determine such Appeal,
and have Power to require all such' Certificates of the
Vice Warden, Eecords of Proceedings below, Docu-
ments, and Papers as the Lord Warden would or
might have required upon the Hearing of such Appeal,
and to exercise all other the Jurisdiction and Powers
of the Lord Warden specified in the Act of Parliament
passed in the Eighteenth Year of the Eeign of Her
present Majesty, Chapter Thirty-two, and any Order
so made by the Court of Appeal in Chancery shall be
final without any further Appeal.

125. In all Proceedings under this Part of this Act, Judicial
all Courts, Judges, and Persons judicially acting, and tlken^of^^^
all other Officers, Judicial or Ministerial, of any Court, signature
or employed in enforcing the Process of any Court, etc. ^^^^'
shall take judicial Notice of the Signature of any Ofiicer

of the Courts of Chancery or Bankruptcy in England
oi: in Ireland, or of the Court of Session in Scotland,
or of the Eegistrar of the Court of the Vice Warden
of the Stannaries, and also of the official Seal or Stamp
of the several Ofiices of the Courts of Chancery or
Bankruptcy in England or Irela?id, or of the Court of
Session in Scotland, or of the Court of the Vice Warden
of the Stannaries, when such Seal or Stamp is appended
to or impressed on any Document made, issued, or
signed under the Provisions of this Part of the Act,
or any official Copy thereof.

126. [The Commissioners of the Court of Bank- Special
ruptcy and i] the Judges of the County Courts in Eng- ?ione™s V
land who sit at Places more than Twenty Miles from the taking Evi-
General Post Ofifice, and the Commissioners of Bankrupt ^^^^^'
and the Assistant Barristers and Eecorders in Ireland,

and the Sheriffs of Counties in Scotland, shall be Com-
missioners for the Purpose of taking Evidence under
this Act in Cases where any Company is wound up
in any Part of the United Kingdom, and it shall be
lawful for the Court to refer the whole or any Part of
the Examination of any Witnesses under this Act to

THE COMPANIES ACT, 1862.

Court may
order the
Examina-
tion of
Persons in
Scotland.

any Person hereby appointed Commissioner, although
such Commissioner is out of the Jurisdiction of the
Court that made the Order or Decree for winding up
the Company ; and every such Commissioner shall, in
addition to any Power of summoning and examining
Witnesses, and requiring the Production or Delivery
of Documents, and certifying or punishing Defaults by
Witnesses, which he might lawfully exercise as a
[Commissioner of the Court of Bankruptcy,^] Judge of
a County Court, Commissioner of Bankrupt, Assistant
Barrister, or Eecorder, or as a Sheriff of the County,
have in the Matter so referred to him all the same
Powers of summoning and examining Witnesses, and
requiring the Production or Delivery of Documents,
and punishing Defaults by Witnesses, and allowing
Costs and Charges and Expenses to Witnesses, as the
Court which made the Order for winding up the Com-
pany has ; and the Examination so taken shall be
returned or reported to such last-mentioned Court in
such Manner as it directs.

1 Repealed by the Statute Law Revision Act, 1875.

127. The Court may direct the Examination in Scot-
land of any Person for the Time being in Scotland,
whether a Contributory of the Company or not, in re-
gard to the Estate, Dealings, or Affairs of any Company
in the course of being wound up, or in regard to the
Estate, Dealings, Or Affairs of any person being a
Contributory of the Company, so far as the Company
may be interested therein by reason of his being such
Contributory, and the Order or Commission to take
such Examination shall be directed to the Sheriff of
the County in which the Person to be examined is
residing or happens to be for the time, and the Sheriff'
shall summon such Person to appear before him at a
Time and Place to be specified in the Summons for
Examination upon Oath as a Witness or as a Haver,
and to produce any Books, Papers, Deeds, or Docu-
ments called for which may be in his Possession or
Power, and the Sheriff may take such Examination

THE COMPANIES ACT, 1862. 53

either orally or upon written Interrogatories, and shall
report the same in Writing in the usual Form to the
Court, and shall transmit with such Eeport the Books,
Papers, Deeds, or Documents produced, if the Originals
thereof are required and specified by the Order, or
otherwise such Copies thereof or Extracts therefrom,
authenticated by the Sheriff, as may be necessary;
and in case any Person so summoned fails to appear
at the Time and Place specified, or appearing refuses
to be examined or to make the Production required,
the Sheriff shall proceed against such Person as a
Witness or Haver duly cited, and failing to appear or
refusing to give Evidence or make Production may be
proceeded against by the Law of Scotland; and the
Sheriff shall be entitled to such and the like Fees, and
the Witness shall be entitled to such and the like
Allowances, as Sheriffs when acting as Commissioners
under Appointment from the Court of Session and as
Witnesses and Havers are entitled to in the like Cases
according to the Law and Practice of Scotland : If any
Objection is stated to the Sheriff' by the Witness,
either on the Ground of his Incompetency as a Witness,
or as to the Production required to be made, or on
any other Ground whatever, the Sheriff may, if he
thinks fit, report such Objection to the Court, and
suspend the Examination of such Witness until such
Objection has been disposed of by the Court.

128. Any Affidavit, Affirmation, or Declaration re- Affidavits,
quired to be sworn or made under the Provisions or for swoV™ etc?*
the Purposes of this Part of this Act may be lawfully before any'
sworn or made in Great Britain or Ireland, or in any c<mrt%r"^
Colony, Island, Plantation, or Place under the Do- Person,
minion of Her Majesty in Foreign Parts, before any
Court, Judge, or Person lawfully authorized to take
and receive Affidavits, Affirmations, or Declarations,
or before any of Her Majesty's Consuls or Vice Consuls
in any Foreign Parts out of Her Majesty's Dominions,
and all Courts, Judges, Justices, Commissioners, and
Persons acting judicially shall take judicial Notice of
the Seal or Stamp or Signature (as the Case may be)

THE COMPANIES ACT, 1862.

of any such Court, Judge, Person, Consul, or Vice
Consul attached, appended, or subscribed to any such
Affidavit, Affirmation, or Declaration, or to any other
Document to be used for the Purposes of this Part of
this Act.

Voluntary Winding up of Company.

Circum-
stances
under which
Company
maybe
wound up
voluntarily.

Definition
of Extra-
ordinary
Resolution.

129. A Company ^ under this Act may be wound up
voluntarily,

(1.) Whenever the Period, if any, j&xed for the Dura-
tion of the Company by the Articles of Associa-
tion expires, or whenever the Event, if any,
occurs, upon the Occurrence of which it is
provided by the Articles of Association that the
Company is to be dissolved, and the Company
in General Meeting has passed a Eesolution
requiring the Company to be wound up volun-
tarily :
(2.) Whenever the Company has passed a Special
Eesolution - requiring the Company to be wound
up voluntarily :
(3.) Whenever the Company has passed an Extra-
ordinary Eesolution to the Effect that it has
been proved to their Satisfaction that the Com-
pany cannot by reason of its Liabilities continue
its Business, and that it is advisable to wind up
the same :
For the Purposes of this Act any Eesolution shall be
deemed to be extraordinary which is passed in such
Manner as would, if it had been confirmed by a sub-
sequent Meeting, have constituted a Special Eesolution
as herein-before defined.

^But not an unregistered Company, Sect. 199 (2), jjost p. 85.
2 As to passing of Special Resolutions, see Sect. 51, ante p. 23.

Commence- 130. A voluntary Winding up shall be deemed to
ment of commence at the Time of the passing of the Eesolution

voluntary ... , ttt • t

Winding authorizing such Winding up.

up.

THE COMPANIES ACT, 1862. 56

131. Whenever a Company is wound up voluntarily Effect of
the Company shall, from the Date of the Commence- windin?up
ment^ of such Winding up, cease to carry on its Business, on status of
except in so far as may be required for the beneficial ^"™P*"y-
Winding up thereof, and all Transfers of Shares, ex-
cept Transfers made to or w^ith the Sanction of the
Liquidators, or Alteration in the Status of the Members

of the Company, taking place after the Commencement
of such Winding up shall be void, but its Corporate
State 2 and all its Corporate Powers shall, notwith-
standing it is otherwise provided by its Eegulations,
continue until the Affairs of the Company are wound
up.

^ See preceding Section.

'^ As to this, see Sect. 18, ante p. 8.

132. Notice of any Special Besolution or Extra- Notice of
Ordinary Eesolution passed for winding up a Company tcfSi^up
voluntarily shall be given by Advertisement as respects voiuntarUy.
Companies registered in England in the London Gazette,

as respects Companies registered in Scotland in the
Edinburgh Gazette, and as respects Companies regis-
tered in Ireland in the Dublin Gazette.

133. The following Consequences shall ensue upon Conse-
the voluntary Winding up of a Company : ?ohmSry

(1.) The Property of the Company shall be apphed winding
in satisfaction of its Liabilities pari passu, and,
subject thereto, shall, unless it be otherwise
provided by the Eegulations of the Company,
be distributed amongst the Members accord-
ing to their Eights and Interests in the Com-
pany :i

(2.) Liquidators shall be appointed for the Purpose
of winding up the affairs of the Company and
distributing the Property :

(3.) The Company in General Meeting shall appoint
such Persons or Person as it thinks fit to be
Liquidators or a Liquidator, and may fix the
Eemuneration to be paid to them or him :

(4.) If One Person only is appointed, all the Pro-

56 THE COMPANIES ACT, 1862.

visions herein contained in reference to several
Liquidators shall apply to him :

(5.) Upon the Appointment of Liquidators all the
Power of the Directors shall cease, except in
so far as the Company in General Meeting or
the Liquidators may sanction the Continuance
of such Powers :

(6.) When several Liquidators are appointed, every
Power hereby given may be exercised by such
One or more of them as may be determined at
the Time of their Appointment, or in Default
of such Determination by any Number not
less than Two :

(7.) The Liquidators may, without the Sanction of
the Court, exercise all Powers by this Act
given to the Official Liquidator : ^

(8.) The Liquidators may exercise the Powers here-
in-before given to the Court of settling the
List of Contributories ^ of the Company, and
any List so settled shall be priynd facie Evi-
dence of the Liability of the Persons named
therein to be Contributories :

(9.) The Liquidators may at any Time after the
passing of the Eesolution for winding up the
Company, and before they have ascertained the
Sufficiency of the Assets of the Company, call
on all or any of the Contributories for the Time
being settled on the List of Contributories to
the Extent of their Liability to pay all or any
Sums they deem necessary to satisfy the Debts
and Liabilities of the Company, and the Costs,
Charges, and Expenses of winding it up, and for
the Adjustment of the Eights of the Contribu-
tories amongst themselves, and the Liquidators
may in making a Call take into consideration
the Probability that some of the Contributories
upon whom the same is made may partly or
wholly fail to pay their respective Portions of
the same :

(10.) The Liquidators shall pay the Debts of the

THE COMPANIES ACT, 1862. 57

Company, and adjust the Eights of the Con-
tributories amongst themselves.*

1 Sect. 38, ante p. 17.

2 Sect. 95, ante p. 40.

3 Sect. 98, ante p. 42.
■*Sect. 38 (7),an^e p. 18.

134. Where a Company limited by Guarantee, and Effect of
having a Capital divided into Shares, i is being wound J|J?sharl"'*
up voluntarily, any Share Capital that may not have Capital of
been called up shall be deemed to be Assets of the iiSd"by
Company and to be a Specialty Debt ^ due from each o»a»antee.
Member to the Company to the Extent of any sums

that may be unpaid on any Shares held by him, and
payable at such Time as may be appointed by the
Liquidators.

1 But see now the Companies Act, 1900, Sect. 27, post p. 223.
. 2Sect. 75, «n^e p. 32.

135. A Company about to be wound up voluntarily, Power of
or in the course of being wound up voluntarily, may, Jeiegate^ ^
by an Extraordinary Eesolution/ delegate to its Credi- Authority
tors, or to any Committee of its Creditors, the Power Li(JS§a-"*^
of appointing Liquidators or any of them, and supply- tors, etc.
ing any Vacancies in the Appointment of Liquidators,

or may by a like Eesolution enter into any Arrangement
with respect to the Powers to be exercised by the
Liquidators, and the Manner in which they are to be
exercised ; and any Act done by the Creditors in
pursuance of such delegated Power shall have the
same Effect as if it had been done by the Company.

^ Defined in Sect. 129, ante p. 54.

136.^ Any Arrangement entered into between a ^^''^J*!?'
Company about to be wound up voluntarily, or in the binding on
course of being wound up voluntarily, and its Creditors, Creditors,
shall be binding on the Company if sanctioned by an
Extraordinary Eesolution,^ and on the Creditors if
acceded to by Three Fourths in Number and Value
of the Creditors, subject to such Eight of Appeal as
is herein-after mentioned.^

1 See also the Joint Stock Companies Arrangement Act, 1870,
Sect. 2, post p. 145.

2 Defined in Sect. 129, ante p. 54.
^Next Section.

THE COMPANIES ACT, 1862.

Appeal.

Power of 137. Any Creditor or Contributory of a Company

Contribu-"'^ that has in manner aforesaid ^ entered into any Ar-
tory to rangement with its Creditors may within Three Weeks
from the Date of the Completion of such Arrangement,
appeal to the Court against such Arrangement, and
the Court may thereupon, as it thinks just, amend,
vary, or confirm the same.
^In previous Section.
138. Where a Company is being wound up volun-

voluntary
Winding-up
to apply to
Court.

Power for

or^^jntribu- ^^^^h ^^^ Liquidators or any Contributory ^ of the
tories in Company may apply to the Court in England, Ireland,
or Scotland, or to the Lord Ordinary on the Bills in
Scotland, in Time of Vacation, to determine any Ques-
tion arising in the Matter of such Winding up, or to
exercise, as respects the enforcing of Calls, or in
respect of any other Matter, all or any of the Powers
which the Court might exercise if the Company were
being wound up by the Court ; and the Court or Lord
Ordinary, in the Case aforesaid, if satisfied that the
Determination of such Question, or the required Exer-
cise of Power, will be just and beneficial, may accede,
wholly or partially, to such Application, on such Terms
and subject to such Conditions as the Court thinks fit,
or it may make such other Order, Interlocutor, or
Decree on such Application as the Court thinks just.

iQr any Creditor. The Companies Act, 1900, Sect. 25, post
p. 222.

Power of
Liquida-
tors to call
General
Meetings.

139. Where a Company is being wound up volun-
tarily the Liquidators may from Time to Time, during
the Continuance of such Winding up, summon General
Meetings of the Company for the Purpose of obtaining
the Sanction of the Company by Special Resolution ^
or Extraordinary Resolution,^ or for any other Purposes
they think fit ; and in the event of the Winding up
continuing for more than One Year, the Liquidators
shall summon a General Meeting of the Company at
the End of the First Year, and of each succeeding
Year from the Commencement of the Winding up, or
as soon thereafter as may be convenient, and shall

THE X30MPANIBS ACT, 1862. 59

lay before such Meeting an Account showing their
Acts and DeaUngs, and the Manner in which the
Winding-up has been conducted during the preceding
Year.

1 Sect. 61, ante p. 23.

2 Sect 129, «nfep. 54.

140. If any Vacancy occurs in the Office of Liqui- Power to fiu
dators appointed by the Company, by Death, Eesigna- jJJ'i^quiJa^
tion, or otherwise, the Company in General Meeting tors,
may, subject to any Arrangement they may have
entered into with their Creditors, ^ fill up such Vacancy,

and a General Meeting for the Purpose of filling up
such Vacancy may be convened by the continuing
Liquidators, if any, or by any Contributory of the
Company, and shall be deemed to have been duly held
if held in manner prescribed by the Eegulations of the
Company, or in such other Manner as may, on Appli-
cation by the continuing Liquidator, if any, or by any
Contributory of the Company, be determined by the
Court.

^ Sect. 135, ante p. 57.

141. If from any Cause whatever there is no Liqui- Power of
dator acting in the Case of a voluntary Winding up, appoint
the Court may, on the Application of a Contributory, Liquidators,
appoint a Liquidator or Liquidators ; the Court may

also, on due Cause shown, remove any Liquidator, and
appoint another Liquidator to act in the Matter of a
voluntary Winding up.

142. As soon as the Affairs of the Company are Liquidators
fully wound up, the Liquidators shall make up an ciuSon of
Account showing the Manner in which such Winding winding up
up has been conducted, and the Property of the Com- an accouS
pany disposed of ; and thereupon they shall call a Je^reV*^
General Meeting of the Company for the Purpose of General
having the Account laid before them, and hearing any ^®«*^"s-
Explanation that may be given by the Liquidators :

The Meeting shall be called by Advertisement, specify-
ing the Time, Place, and Object of such Meeting ; and
such Advertisement shall be published One Month at

60 THE COMPANIES ACT, 1862.

least previously to the Meeting, as respects Companies
registered in England in the London Gazette, and as
respects Companies registered in Scotland in the Edin-
burgh Gazette, and as respects Companies registered
in Ireland in the Dublin Gazette.
Liquidators 143. The Liquidators shall make a Eeturn to the
MeSg\o Eegistrar of such Meeting having been held, and of the
Registrar Date at which the same was held, and on the Expira-
pany to be tion of Three Months from the Date of the Eegistration
dSfvtd o^ s^^^ Eeturn the Company shall be deemed to be
at the Ex- dissolved : If the Liquidators make Default in making
Three**" "* such Eetum to the Eegistrar they shall incur a Penalty
Months. not exceeding Five Pounds for every Day during which

such Default continues.

Costs of 144. All Costs, Charges, and Expenses properly

Lijuidatfon. incurred in the voluntary Winding up of a Company,

including the Eemuneration of the Liquidators, shall

be payable out of the Assets of the Company in priority

to all other Claims.

Creditor 145. The volantary Winding up of a Company shall

Twhiding- not be a Bar to the Eight of any Creditor of such

up by Court. Company to have the same wound up by the Court,

if the Court is of opinion that the Eights of such

Creditor will be prejudiced by a voluntary Winding up.

Power of 146. Where a Company is in course of being wound

adopt Pro- ^P voluntarily; and Proceedings^ are taken for the

ceedings Purpose of having the same wound up by the Court,

Snti"y*'^ the Court may, if it thinks fit, notwithstanding that it

Winding- makes an Order directing the Company to be wound

up by the Court, provide in such Order or in any other

Order for the Adoption of all or any of the Proceedings

taken in the course of the voluntary Winding up.

^ As specified in preceding Section.
Power of

Court to Winding up Subject to the Supervision of the Court.

untary

tocoiitimJe 147. When a Eesolution^ has been passed by a
subject to Company to wind up voluntarily, the Court may make
Se'court. an Order directing that the voluntary Winding up

up.

THE COMPANIES ACT, 1862. 61

should continue, but subject to such supervision of the
Court, and with such Liberty for Creditors, Contribu-
tories, or others to apply to the Court, and generally
upon such Terms and subject to such Conditions as
the Court thinks just.

1 Sect. 129, ante p. 54.

148. A Petition, praying wholly or in part that a Effect of
voluntary Winding-up should continue, but subject to JoiuiJ'uanoe
the Supervision of the Court, and which Winding up of winding
is herein- after referred to as a Winding up subject to to Super-
the Supervision of the Court, shall, for the Purpose of vision,
giving Jurisdiction to the Court over Suits and Actions,

be deemed to be a Petition for winding up ^ the Com-
pany by the Court.
iSect. 85, ante p. 37.

149. The Court may, in determining whether a Court may
Company is to be wound up altogether by the Court to wishSof
or subject to the Supervision of the Court, in the creditors.
Appointment of Liquidator or Liquidators, and in all

other Matters relating to the Winding-up subject to
Supervision, have regard to the Wishes of the Creditors
or Contributories as proved to it by any sufficient Evi-
dence, and may direct Meetings ^ of the Creditors or
Contributories to be summoned, held, and regulated
in such Manner as the Court directs, for the Purpose
of ascertaining their Wishes, and may appoint a Person
to act as Chairman of any such Meeting, and to report
the Eesult of such Meeting to the Court : In the Case
of Creditors, regard shall be had to the Value of the
Debts due to each Creditor, and in the Case of Contri-
butories to the Number of Votes conferred on each
Contributory by the Eegulations of the Company.

1 The Companies (Winding-up) Act, 1890, Sect. 6, post p. 168.

Power to

150. Where any Order ^ is made by the Court for a ^^"o-'Jj.*'
Winding up subject to the Supervision of the Court, additional
the Court may, in such Order or in any subsequent Jj^w^^^n^l
Order, appoint any additional Liquidator or Liqui- up subject
dators ; and any Liquidators so appointed by the Court vision!^^

THE COMPANIES ACT, 1862.

Effect of
Order of
Court for
winding
np subject
to Super-
vision.

Appoint-
ment in
certain
Cases of
voluntary
Liquidators
to be Official
Liquidators.

shall have the same Powers, be subject to the' same
Obligations, and in all respects stand in the same
Position as if they had been appointed to by the Com-
pany.^ The Court may from Time to Time remove
any Liquidators so appointed by the Court, and fill up
any Vacancy occasioned by such Eemoval, or by
Death or Eesignation.

1 Sect. 147, ante p. 60.
■^ Sect. 133, ante p. 65.

151. Where an Order ^ is made for a Winding up
subject to the Supervision of the Court, the Liquidators
appointed to conduct such Winding up may, subject to
any Eestrictions imposed by the Court, exercise all
their Pov^ers, without the Sanction or Intervention of
the Court, in the same Manner as if the Company were
being wound up altogether voluntarily ; but, save as
aforesaid, any Order made by the Court for a Winding
up subject to the Supervision of the Court shall for all
Purposes, including the staying of Actions, Suits, and
other Proceedings, be deemed to be an Order of the
Court for winding up the Company by the Court, and
shall confer full Authority on the Court to make Calls,^
or to enforce Calls made by the Liquidators, and to
exercise all other Powers which it might have exercised
if an Order had been made for winding up the Company
altogether by the Court ; and in the Construction of
the Provisions whereby the Court is empowered to
direct any Act or Thing to be done to or in favour of
the Official Liquidators, the Expression Ofiicial Liqui-
dators shall be deemed to mean the Liquidators con-
ducting the Winding up subject to the Supervision of
the Court.

1 Sect. 147, ante p. 60.

2 As to power of Court to make Calls, see Sect. 102, ante p. 43.

152. Where an Order ^ has been made for the
Winding up of a Company subject to the Supervision
of the Court, and such Order is afterwards superseded
by an Order ^ directing the Company to be wound up
compulsorily, the Court may in such last-mentioned

THE COMPANIES ACT, 1862. 63

Order, or in any subsequent Order, appoint the
voluntary Liquidators or any of them, either provision-
ally or permanently, and either with or without the
Addition of any other Persons, to be Official Liqui-
dators.

1 Sect. 147, ante p. 60.
2Sect. 79, «77ie p. 34.

Supplemental Provisions.

• 153. Where any Company is being wound up by Disposi-
the Court or subject to the Supervision of the Court, property
all Dispositions of the Property, Effects, and Things in etc., after
Action of the Company, and every Transfer of Shares, mencement
or Alteration in the Status of the Members of the oftheWind-
Company, made between the Commencement ^ of the vofd!^
Winding up and the Order for winding up, shall, unless
the Court otherwise orders, be void.

^ Sect, 84, ante p. 37, where Company is being wound up
by Court ; Sect. 130, ante p. 54, where under Supervision of
the Court.

154. Where any Company is being wound up, all The Books
Books, Accounts, and Documents of the Company and plny^o b™
of the Liquidators shall, as between the Contributories Evidence,
of the Company, be prima facie Evidence of the Truth

of all Matters purporting to be therein recorded.

155. Where any Company has been wound up under Disposal of
this Act and is about to be dissolved, the Books, Accounts,
Accounts, and Documents of the Company and of the *„"^?"f'iL
Liquidators may be disposed of in the following Way ; Company,
that is to say, where the Company has been wound up

by or subject to the Supervision of the Court, in such
way as the Court directs, and where the Company has
been wound up voluntarily, in such way as the Com-
pany by an Extraordinary Eesolution directs ; but
after the Lapse of Five Years from the Date of such
Dissolution, no responsibility shall rest on the Com-
pany or the Liquidators, or any one to whom the
Custody of such Books, Accounts, and Documents has

THE COMPANIES ACT, 1862.

Insp
of B

Power of
Assignee to
sue and be
sued.

Debts and
Claims of
all Descrip-
tions to be
proved.

Power to
make Com-
promises,
etc., with
Creditors
maybe
sanctioned.

been committed, by reason that the same or any of
them cannot be made forthcoming to any Party or
Parties claiming to be interested therein.

156. Where an Order has been made for winding
up a Company by the Court or subject to the Super-
vision of the Court, the Court may make such Order
for the Inspection by the Creditors and Contributories
of the Company of its Books and Papers as the Court
thinks just, and any Books and Papers in the Posses-
sion of the Company may be inspected by Creditors or
Contributories in conformity with the Order of the Court,
but not further or otherwise.

157. Any Person to whom any Thing in Action
belonging to the Company is assigned in pursuance
of this Act 1 may bring or defend any Action or Suit
relating to such Thing in Action in his own Name.

^Sect. 95, ante p. 40, and as to unregistered Companies
Sect. 203, post p. 89.

158. In the event of any Company being wound up
under this Act, all Debts payable on a Contingency,
and all Claims against the Company, present or future,
certain or contingent, ascertained or sounding only in
Damages, shall be admissible as Proof against the
Company, a just Estimate being made, so far as is
possible, of the Value of all such Debts or Claims as
may be subject to any Contingency or sound only in
Damages, or for some other Eeason do not bear a
certain Value.

159. The Liquidators may, with the Sanction of
the Court, where the Company is being wound up by
the Court or subject to the Supervision of the Court,
and with the Sanction ^ of an Extraordinary Eesolution
of the Company where the Company is being wound up
altogether voluntarily, pay any Classes of Creditors in
full, or make such Compromise or other Arrangement 2
as the Liquidators may deem expedient with Creditors
or Persons claiming to be Creditors, or Persons having
or alleging themselves to have any Claim, present or
future, certain or contingent, ascertained or sounding

THE COMPANIES ACT, 1862. 65

only in Damages against the Company, or whereby
the Company may be rendered liable.

1 Sect. 139, ante p. 58.

2 As to such Arrangements, see Sect. 136, ante p. 57, and also
the Joint Stock Companies Arrangement Act, 1870, Sect. 2,
post p. 145.

160. The Liquidators may, with the Sanction of Power to^
the Court where the Company is being wound up by ^ufcon?^*
the Court or subject to the Supervision of the Court, tnbutories
and with the Sanction ^ of an Extraordinary Eesolution Debtors,
of the Company where the Company is being wound

up altogether voluntarily, compromise all. Calls and
Liabihties to Calls, Debts, and Liabilities capable of
resulting in Debts, and all Claims, whether present or
future, certain or contingent, ascertained or sounding
only in Damages, subsisting or supposed to subsist
between the Company and any Contributory or alleged
Contributory, or other Debtor or Person apprehending
Liability to the Company, and all Questions in any
way relating to or affecting the Assets of the Company
or the winding up of the Company, upon the Eeceipt
of such Sums, payable at such Times, and generally
upon such Terms as may be agreed upon, with Power
for the Liquidators to take any Security for the Dis-
charge of such Debts or Liabilities, and to give complete
Discharges in respect of all or any such Calls, Debts,
or Liabilities.

1 Sect. 189, ante p. 58.

161. Where any Company is proposed to be or is in power for
the course of being wound up altogether voluntarily, J'o'JJeept*^^
and the Whole or a Portion of its Business or Property shares, etc.,
is proposed to be transferred or sold to another Com- deration^*"
pany, the Liquidators of the first-mentioned Company ^^ Sale of
may, with the Sanction of a Special Eesolution ^ of to another
the Company by whom they were appointed, conferring Company,
either a general Authority on the Liquidators, or an
Authority in respect of any particular Arrangement,
receive in Compensation or part Compensation for

such Transfer or Sale Shares, Policies, or other like

66 THE COMPANIES ACT, 1862.

Interests in such other Company, for the Purpose of
Distribution amongst the Members of the Company
being wound up, or may enter into any other Arrange-
ment whereby the Members of the Company being
wound up may, in Ueu of receiving Cash, Shares,
Policies, or other hke Interests, or in addition thereto,
participate in the Profits of or receive any other Benefit
from the purchasing Company ; and any Sale made or
Arrangement entered into by the Liquidators in pur-
suance of this Section shall be binding on the Members
of the Company being wound up ; subject to this Pro-
viso, that if any Member of the Company being wound
up who has not voted in favour of the Special Resolu-
tion passed by the Company of which he is a Member
at either of the Meetings held for passing the same
expresses his Dissent from any such Special Resolution
in Writing addressed to the Liquidators or One of them,
and left at the Registered Office of the Company not
later than Seven Days after the Date of the Meeting
at which such Special Resolution was passed, such
dissentient Member may require the Liquidators to do
One of the following Things as the Liquidators may
prefer ; that is to say, either to abstain from carrying
such Resolution into effect, or to purchase the Interest
held by such dissentient Member at a Price to be
determined in Manner herein-after mentioned, ^ such
Purchase Money to be paid before the Company is
dissolved, and to be raised by the Liquidators in such
Manner as may be determined by Special Resolution :
No Special Resolution shall be deemed invalid for the
Purposes of this Section by reason that it is passed
antecedently to or concurrently with any Resolution
for winding up the Company, or for appointing Liqui-
dators ; but if an Order be made within a Year for
winding up the Company by or subject to the Super-
vision of the Court, such Resolution shall not be of
any Validity unless it is sanctioned by the Court.

1 Sect. 51, ante p. 23.
* Next Section.

THE COMPANIES ACT, 1862. 67

162. The Price to be paid for the Purchase of the Mode of
Interest of any dissentient Member i may be deter- fn®*®]^^"
mined by Agreement, but if the Parties dispute about

the same such Dispute shall be settled by Arbitration,
.and for the Purposes of such Arbitration the Provisions
of ." The Companies Clauses Consolidation Act, 1845,"
with respect to the Settlement of Disputes by Arbitra-
tion, shall be incorporated with this Act ; and in the
<Donstruction of such Provisions this Act shall be deemed
to be the Special Act, and ** the Company " shall mean
the Company that is being wound up, and any Appoint-
ment by the said incorporated Provisions directed to
be made under the Hand of the Secretary, or by any
Two of the Directors, may be made under the Hand
of the Liquidator, if only One, or any Two or more of
the Liquidators if more than One.

^ Under preceding Section.

163. Where any Company is being wound up by Certain At-
the Court or subject to the Supervision of the Court, ExSiins,
any Attachment, Sequestration, Distress, or Execution etc., after
put in force against the Estate or Effects of the Com- mentoT*'^
pany after the Commencement of the Winding up JJ^^e void '^
shall be void to all Intents.

164. Any such Conveyance, Mortgage, Delivery of Fraudulent
•Goods, Payment, Execution, or other Act relating to P'^^^e^'^^ce.
Property as would, if made or done by or against any
individual Trader, be deemed in the event of his
Bankruptcy to have been made or done by way of
undue or fraudulent Preference of the Creditors of

such Trader, shall, if made or done by or against any
Company, be deemed, in the event of such Company
being wound up under this Act, to have been made
or done by way of undue or fraudulent Preference of
the Creditors of such Company, and shall be invalid
accordingly ; and for the Purposes of this Section the
Presentation of a Petition for winding up a Company
shall, in the Case of a Company being wound up by
the Court or subject to the Supervision of the Court,
and a Resolution for winding up the Company shall, r

68 THE COMPANIES ACT, 1862.

in the Case of a voluntary Winding up, be deemed to
correspond with the Act of Bankruptcy, in the Case
Transfer of of an individual Trader ; and any Conveyance or
to'SSstees Assignment made by any Company formed under
forBenefit this Act of all its Estate and Effects to Trustees for
void. the Benefit of all its Creditors shall be void to all

Intents.

Power of 165.^ Where in the course of the Winding up of any Company

Court to under this Act, it appears that any past or present Director,

Damages Manager, Official or other Liquidator, or any Officer of such

against Company, has misapplied or retained in his own Hands, or

delinquent become liable or accountable for any Moneys of the Company,

and^Officers °^ been guilty of any Misfeasance or Breach of Trust in relation

' to the Company, the Court may, on the Application of any

Liquidator, or of any Creditor or Contributory of the Company,

notwithstanding that the Offence is one for which the Offender

is criminally responsible, examine into the Conduct of such

Director, Manager, or other Officer, and compel him to repay any

Moneys so misapplied or retained, or for which he has become

liable or accountable, together with Interest after such Rate as

the Court thinks Just, or to contribute such Sums of Money to

the Assets of the Company by way of Compensation in respect

of such Misapplication, Retainer, Misfeasance, or Breach of

Trust, as the Court thinks just.

^ Repealed by the Companies { Winding-up) Act, 1890, and re-
placed by Sect. 10 of that Act, post p. 173.

Penalty on 166. If any Director, Officer, or Contributory of
or Faismca- any Company wound up under this Act destroys,
tion of mutilates, alters, or falsifies any Books, Papers, Writ-
ings, or Securities, or makes or is privy to the making
of any false or fraudulent Entry in any Eegister, Book
of Account, or other Document belonging to the Com-
pany with Intent to defraud or deceive any Person,
every Person so offending shall be deemed to be guilty
of a Misdemeanor, and upon being convicted shall be
liable to Imprisonment for any Term not exceeding
Two Years, with or without hard labour.^

1 See also the Larceny Act, 1861 (24 & 25 Vict. c. 96), Sects.

Prosecu- 82, 83, 84, and the Companies Act, 1900, Sect. 28, post p. 223.
tion of

delinquent 167. Where any Order is made for winding up a

Directors in -^^ ' * J i • , , , i n ^ .^.

the Case of Company by the Court or subject to the Supervision
iS"couft"^ of the Court, if it appear in the course of such Wind-

THE COMPANIES ACT, 1862. 69

ing up that any past or present Director, Manager,
Officer, or Member of such Company has been guilty
of any Offence in relation to the Company for which
he is criminally responsible, the Court may, on the
Application of any Person interested in such Winding
up, or of its own Motion, direct the Official Liquidators,
or the Liquidators (as the Case may be,) to institute
and conduct a Prosecution or Prosecutions for such
Offence, and may order the Costs and Expenses to
be paid out of the Assets of the Company.

168. Where a Company is being wound up alto- prosecu-
gether voluntarily, if it appear to the Liquidators, delinquent
conducting such Winding up that any past or present Directors,
Director, Manager, Officer, or Member of such Com- of voiSn^S
pany has been guilty of any Offence in relation to the winding
Company for which he is criminally responsible, it "^'
shall be lawful for the Liquidators, with the previous
Sanction of the Court, to prosecute such Offender, and

all Expenses properly incurred by them in such Prose-
cution shall be payable out of the Assets of the Com-
pany in priority to all other Liabilities.

169. If any Person, upon any Examination upon Penalties
Oath or Affirmation authorized under this Act, or in J^Lf gj,"f
any Affidavit, Deposition, or solemn Affirmation in or dence.
about the Winding up of any Company under this Act,

or otherwise in or about any Matter arising under this
Act, wilfully and corruptly gives false Evidence, he
shall, upon Conviction, be liable to the Penalties of
wilful Perjury. 1

1 See 2 Geo. II., c. 25, s. 2, and 54 & 55 Vict., c. 69.

Power of Courts to make Bules.

170. Bepealed by the Statute Law Revisimv Act, 1881.

171. In Scotland the Court of Session may make Power of
such Eules concerning the Mode of Winding up as sesSon in
may be necessary by Act of Sederunt ; but, until such ^^^*^^g*^
Rules are made, the general Practice of the Court of Rules.
Session in Suits pending in such Court shall, so far as

THE COMPANIES ACT, 1862.

Court.

the same is applicable, and not inconsistent with this
Act, apply to all Proceedings for winding up a Company,,
and Official Liquidators shall in all respects be con-
sidered as possessing the same Powers as any Trustee
on a Bankrupt Estate.
Power to 172. The Vice Warden of the Stannaries may from

iTltl^"^^' Time to Time, with the Consent provided for by Section
Twenty-three of the Act of Eighteenth of Victoriay
Chapter Thirty-two, make Eules for carrying into Effect
the Powers conferred by this Act upon the Court of the
Vice Warden, but, subject to such Eules, the general
Practice of the said Court and of the Kegistrar's Office
in the said Court, including the present Practice of the
said Court in winding up Companies, may be applied
to all Proceedings under this Act ; the said Vice
Warden may likewise, with the same Consent, make
from Time to Time Eules for specifying the Fees to
be taken in his said Court in Proceedings under this
Act ; and any Eules so made shall be of the same
Force as if they had been enacted in the Body of this
Act ; and the Fees paid in respect of Proceeding taken
under this Act, including Fees taken under " The Joint
Stock Companies Act, 1856," in the Matter of winding
up Companies, shall be applied exclusively towards
Payment of such additional Officers, or such Increase
of the Salaries of existing Officers, or Pensions to
retired Officers, or such other needful Expenses of the
Court, as the Lord Warden of the Stannaries shall
from Time to Time, on the Application of the Vice
Warden or otherwise, think fit to direct, sanction, or
assign, and meanwhile shall be kept as a separate
Fund apart from the ordinary Fees of the Court arising
from other Business to await such Direction and Order
of the Lord Warden herein, and to accumulate by
Investment in Government Securities until the whole
shall have been so appropriated.

173. In Ireland the Lord Chancellor of Ireland
may, as respects the Winding up of Companies in
Ireland, with the Advice and Consent of the Master
of the EoUs in Ireland, exercise the same Power of

THE COMPANIES ACT, 1862

making Eules as is by this Act herein- before given to
the Lord Chancellor of Great Britain ; but until such
Eules are made the general Practice of the Court of
Chaiicery in Ireland, including the Practice hitherto
in use in Ireland in winding up Companies, shall, so
far as the same is applicable and not inconsistent with
this Act, apply to all Proceedings for winding up a
Company.

PAKT V.
Eegisteation Office.

174. The Eegistration of Companies under this Act constitu-
shall be conducted as follows ; (that is to say,) R^ristra-

(1.) The Board of Trade may from Time to Time tion office,
appoint such Eegistrars, Assistant Eegistrars,
Clerks, and Servants as they may think neces-
sary for the Eegistration of Companies under
this Act, and remove them at Pleasure :

(2.) The Board of Trade may make such Eegulations
as they think fit with respect to the Duties
to be performed by any such Eegistrars,
Assistant Eegistrars, Clerks, and Servants as
aforesaid :

(3.) The Board of Trade may from Time to Time
determine the Places at which Offices for the
Eegistration of Companies are to be established,
so that there be at all Times maintained in
each of the Three Parts of the United Kingdom
at least One such Office, and that no Company
shall be registered except at an Ofiice within
that Part of the United Kingdom in which by
the Memorandum of Association the Eegistered
Ofiice of the Company is declared to be estab-
lished ; and the Board may require that the
Eegistrar's Office of the Court of the Vice
Warden of the Stannaries shall be One of the

72 THE COMPANIES ACT, 1862.

Offices for the Eegistration of Companies
formed for working Mines within the Juris-
diction of the Court :

(4.) The Board of Trade may from Time to Time
direct a Seal or Seals to be prepared for the
Authentication of any Documents required
for or connected with the Eegistration of
Companies :

(5.) Every Person may inspect the Documents kept
by the Kegistrar of Joint Stock Companies ;
and there shall be paid for such Inspection
such Fees as may be appointed by the Board
of Trade, not exceeding One Shilling for each
Inspection ; and any Person may require a
Certificate ^ of the Incorporation of any Com-
pany, or a Copy or Extract ^ of any other
Document or any Part of any other Document,
to be certified by the Eegistrar; and there
shall be paid for such Certificate of Incorpora-
tion, certified Copy, or Extract such Fees ^ as
the Board of Trade may appoint, not exceeding
Five Shillings for the Certificate of Incorpora-
tion, and not exceeding Sixpence for each
Folio of such Copy or Extract, or in Scotland
for each Sheet of Two hundred Words :

1 Which shall be evidence. The Companies Act, 1877, Sect. 6,
post p. 148.

2 To be paid by adhesive stamps ; see Treasury order of 31st
January, 1901, post p. 226.

(6.) The existing Eegistrar, Assistant Eegistrars,
Clerks, and other Officers and Servants in the
Office for the Eegistration of Joint Stock Com-
panies shall, during the pleasure of the Board
of Trade, hold the Offices and receive the
Salaries hitherto held and received by them,
but they shall in the Execution of their Duties
conform to any Eegulations that may be issued
by the Board of Trade :

(7.) There shall be paid to any Eegistrar, Assistant
Eegistrar, Clerk, or Servant that may hereafter

THE COMPANIES ACT, 1862. 73

be employed in the Registration of Joint Stock
Companies such Salary as the Board of Trade
may, with the Sanction of the Commissioners
of the Treasm^y, direct :
(8.) Whenever any Act is herein directed to be done
to or by the Registrar of Joint Stock Companies,
such Act shall until the Board of Trade other-
wise directs, be done in England to or by the
existing Registrar of Joint Stock Companies,
or in his Absence to or by such Person as the
Board of Trade may for the Time being
authorize ; in Scotland to or by the existing
Registrar of Joint Stock Companies in Scot-
land; and in Ireland to or by the existing
Assistant Registrar of Joint Stock Companies
for Ireland, or by such Person as the Board of
Trade may for the Time being authorize in
Scotland or Ireland, in the Absence of the
Registrar; but in the event of the Board of
Trade altering the Constitution of the existing
Registry Office, such Act shall be done to or
by such Officer or Officers and at such Place
or Places with reference to the local Situa-
tion of the Registered Offices of the Companies
to be registered as the Board of Trade may
appoint.

PAET VI.

Application of Act to Companies registered under

THE Joint Stock Companies Acts. jomt stock

Companies

175. The Expression "Joint Stock Companies Acts " mean 19 &
as used in this Act shall mean " The Joint Stock Com- ^^ 2cr& 21
panies Act, 1856," ''The Joint Stock Companies Acts, vi'ct. c. u,
1856, 1857," "The Joint Stock Banking Companies v"d).^J.tiT^
Act, 1857," and "The Act to enable Joint Stock J>u^t not to^
Banking Companies to be formed on the Principle of svict.ciio

74 THE COMPANIES ACT, 1862.

Limited Liability," or any One or more of such Acts,,
as the Case may require ; but shall not include the
Act passed in the Eighth Year of the Reign of Her
present Majesty, Chapter One hundred and ten, and
intituled An Act for the Registration, Incorporation,
and Regulation of Joint Stock Companies.
Application 176. Subject as herein-after mentioned, this Act,
Companies with the Exception of Table A. in the First Schedule,
under*Joint ^^^^^ ^PP^Y *o Companies formed and registered under
stock Com- the said Joint Stock Companies Acts,^ or any of them,
panies Acts, ^j^ ^j^g same Manner in the Case of a Limited Company
as if such Company had been formed and registered
under this Act as a Company Limited by Shares, and
in the Case of a Company other than a Limited Com-
pany as if such Company had been formed and regis-
tered as an Unlimited Company under this Act, with
this Qualification, that wherever Reference is made
expressly or impliedly to the Date of Registration,
such Date shall be deemed to refer to the Date at
which such Companies were respectively registered
under the said Joint Stock Companies Acts or any of
them, and the Power of altering Regulations by Special
Resolution given by this Act ^ shall, in the Case of any
Company formed and Registered under the said Joint
Stock Companies Acts or any of them, extend to alter-
ing any provisions contained in the Table marked B.
annexed to "The Joint Stock Companies Act, 1856,"
and shall also in the Case of an Unlimited Company
formed and registered as last aforesaid extend to alter-
ing any Regulations relating to the Amount of Capital
or its Distribution into Shares, notwithstanding such
Regulations are contained in the Memorandum of
Association.

1 Preceding Section.
^Sect. 50, ante ^. 22.

of^lcuo'^" 177. This Act shall apply to Companies registered
Ste?ed^ but not formed under the said Joint Stock Companies
under Joint Acts ^ or any of them, in the same Manner as it is here-
pan^esA^ts. in -after declared to apply to Companies registered but

THE COMPANIES ACT, 1862. 75

not formed under this Act,^ with this Quahfication, that
wherever Eeference is made expressly or imphedly to
the Date of Eegistration, such Date shall be deemed
to refer to the Date at which such Companies were
respectively registered under the said Joint Stock Com-
panies Acts or any of them.

1 Sect. 175, ante p. 73.

2 Sect. 196, i)os^ p. 82.

178. Any Company registered under the said Joint Mode of
Stock Companies Acts or any of them may cause its share?""^
Shares to be transferred in Manner hitherto in use, or
in such other Manner as the Company may direct.

PAET VII.

Companies authorized to register under this
Act.

179. The following Eegulations shall be observed Regulations
with respect to the Eegistration of Companies under tration of ^
this Part of this Act ; (that is to say,) existing

(1.) No Company having the Liabihty of its Mem- c«°»p*"««'
hers limited by Act of Parliament or Letters
Patent, and not being a Joint Stock Company
as herein-after defined, shall register under this
Act in pursuance of this Part thereof :

(2.) No Company havmg the Liability of its
Members limited by Act of Parliament or by
Letters Patent shall register 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 herein -after defined shall in pursuance of
this Part of this Act register under this Act as
a Company limited by Shares :

(4.) No Company shall register under this Act in

76 THE COMPANIES ACT, 1862.

pursuance of this Part thereof unless an Assent
to its so registering is given by a Majority of
such of its Members as may be present, person-
ally or by Proxy, in Cases where Proxies are
allowed by the Regulations of the Company,
at some General Meeting summoned for the
Purpose :
(5.) When a Company not having the Liability of
its Members limited by Act of Parliament or
Letters Patent is about to 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 General
Meeting :
(6.) Where a Company is about to register as a
Company limited by Guarantee, the Assent to
its being so registered shall be accompanied
by a Eesolution declaring 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 Mem-
ber, or within One Year afterwards, for Pay-
ment of the Debts and Liabilities of the
Company contracted before the Time at which
he ceased to be a Member, and of the Costs,
Charges, and Expenses of winding up the
Company, and for the Adjustment of the Rights
of the Contributories 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 Number of
Votes to which each Member is entitled according to
the Regulations of the Company of which he is a
Member.

180. With the above Exceptions, and subject to
the foregoing Regulations, ^ every Company existing
at the Time of the Commencement of this Act, includ-
ing any Company registered under the said Joint Stock

THE COMPANIES ACT, 1862. 77

Companies Acts,^ consisting of Seven or more Members,
and any Company hereafter formed in pursuance of
any Act of Parliament other than this Act, or of Letters
Patent, or being a Company engaged in working Mines
within and subject to the Jurisdiction of the Stannaries,
or being otherwise duly constituted by Law, and con-
sisting of Seven or more Members, may at any Time
hereafter register itself under this Act as an Unlimited
Company, or a Company limited by Shares, or a Com-
pany limited by Guarantee ; and no such Eegistration
shall be invalid by reason that it has taken place with
a view to the Company being wound up.

^ Preceding Section.
2 Sect. 175, ante p. 73.

181. For the Purposes of this Part of this Act, so Definition
far as the same relates to the Description of Companies stock^om-
empowered to register as Companies limited by Shares, P^ny.
a Joint Stock Company shall be deemed to be a Com-
pany having a permanent paid-up or nominal Capital of
fixed amount dividedinto 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 such Company when re-
gistered with Limited Liability under this Act shall be
deemed to be a Company limited by Shares.

182.^ No Banking Company claiming to issue Notes in the Proviso as
United Kingdom shall be entitled to Limited Liability in re- tp Banking
spect of such Issue, but shall continue subject to Unlimited Company.
Liability in respect thereof, and, if necessary, the Assets shall
be marshalled for the Benefit of the general Creditors, and the
Members shall be liable for the whole Amount of the Issue, in
Addition to the Sum for which they would be liable as Members
of a Limited Company.

^ Repealed by the Companies Act, 1879, and replaced by Sect. 6
of that Act, post p. 150. Requisi-

tions for

183. Previously to the Eegistration in pursuance of ^^J^Jf""^"
this Part of this Act of any Joint Stock Company ^ there companies.

78 THE COMPANIES ACT, 1862.

shall be delivered to the Eegistrar the following Docu-
ments ; (that is to say,)

(1.) A List showing the Names, Addresses, and
Occupations of all Persons who on a Day
named in such List, and not being more than
Six clear Days before the Day of Eegistration
were Members of such Company, with the
Additioji^of the Shares held by such Persons
respectively, distinguishing, in Cases where
such Shares are numbered, each Share by its
Number :
(2.) A Copy of any Act of Parliament, Eoyal Charter,
Letters Patent, Deed of Settlement, Contract
of Co-partnery, Cost Book Eegulations, or other
Instrument constituting or regulating the Com-
/ pany :

v/ (3.) If any such Joint Stock Company is intended
to be registered as a Limited Company, the
above List and Copy shall be accompanied by
a Statement specifying the following Particu-
lars ; that is to say,
The nominal Capital of the Company and
the Number of Shares into which it is
divided :
The Number of Shares taken and the Amount
paid on each Share :
The name of the Company, with the Ad-
dition of the Word " Limited," ^ as the last
Word thereof :
With the Addition, in the Case of a Com-
pany intended to be registered as a Com-
pany limited by Guarantee, of the Eesolution
declaring the Amount of the Guarantee.

^ As defined in Sect. 181, ante p. 77.
Requisi- 2 g^^ gect. 190, post p. 80.

tions for

tion by 184. Previously to the Eegistration in pursuance of

CompaSies ^^^^ ^^rt of this Act of any Company not being a

not being Joint Stock Company ^ there shall be delivered to the

Companies. Eegistrar a List showing the Names, Addresses, and

THE COMPANIES ACT, 1862. 79

Occupations of the Directors or other Managers (if
uny) of the Company, also a Copy of any Act of Parlia-
ment, Letters Patent, Deed of Settlement, Contract of
Co-partnery, Cost Book Eegulations, or other Instru-
ment constituting or regulating the Company, with the
Addition, in the Case of a Company intended to be
registered as a Company limited by Guarantee, of
■the Eesolution declaring the Amount of Guarantee.

lAs defined in Sect. 181, ante p. 77.

185. Where a Joint Stock Company^ authorized Power for
to register under this Act has had the whole or any to^™g?ster
Portion of its Capital converted into Stock, such Com- ^1^^^^^^ ^^
pany shall, as to the Capital so converted, instead of stead of
•delivering to the Eegistrar a Statement of Shares, •^^*^^«-
deliver to the Eegistrar a Statement of the Amount

of Stock belonging to the Company, and the Names of
the Persons who were Holders of such Stock, on some
Day to be named on the Statement, not more than
'Six clear Days before the Day of Eegistration.

1 Sect. 180, ante p. 76.

186. The Lists of Members and Directors and any Authentica-
•other Particulars relating to the Company hereby ISements.
required to be delivered to the Eegistrars shall be
verified by a Declaration of the Directors of the Com-
pany delivering the same, or any Two of them, or of

any Two other principal Officers of the Company,
made in pursuance of the Act passed in the Sixth
Year of the Eeign of His late Majesty King William
the Fourth, Chapter Sixty-two.

187. The Eegistrar may require such Evidence as Registrar
he thinks necessary for the Purpose of satisfying him- E?Men2e as
self whether an existing Company is or not a Joint Jj,^^^ 'JJ'® ^^
Stock Company as herein-before defined. ^ orRTgis-

1 a 4. -I o-i ^ rrrr tratioii of

1 Sect. 181, ante p. 77. Banking

Company

188. Every Banking Company existing at the Date ^g'j^^^™'
of the passing of this Act which registers itself as a biuty
Limited Company shall, at least Thirty Days previous ^e^^ven^to

Customers.

80 THE COMPANIES ACT, 1862.

to obtaining a Certificate of Eegistration with Limited
Liability, give Notice that it is intended so to register
the same to every Person and Partnership Firm who«
have a Banking Account with the Company, and such
Notice shall be given either by delivering the same to
such Person or Firm, or leaving the same or putting
the same into the Post addressed to him or them at
such Address as shall have been last communicated or
otherwise become known as his or their Address to or
by the Company ; and in case the Company omits to
give any such Notice as is herein-before required to
be 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 given, but not further or other-
wise, the Certificate of Eegistration with Limited
Liability shall have no Operation.
Exemption 189. No Fees shall be charged in respect of the
Compantes Registration in pursuance of this Part of this Act of
from Pay- any Company in Cases where such Company is not
Fees. ^ registered as a Limited Company, or where previously
to its being registered as a Limited Company the
Liability of the Shareholders was limited by some
other Act of Parliament or by Letters Patent.
Power to 190. Any Company authorized by this Part of this

Sr^^'^Act to register with Limited Liability shall, for the
Name. purpose of obtaining Registration with Limited Lia-
bility,^ change its Name by adding thereto the Word
"Limited".

iSect. 183 (3), ante ip, 18.

Certificate 191. Upon compliance with the Requisitions in this

t/o?lndin- ^^^* o^ *^^s ^^* contained with respect to Registration,

corporation and on Payment of such Fees, if any, as are payable

plSe?' under the Tables marked B. and C. in the First

Schedule hereto, the Registrar shall certify under his

Hand that the Company so applying for Registration

is incorporated as a Company under this Act, and in

THE COMPANIES ACT, 1862. 81

the Case of a Limited Company, that it is hmited, and
thereupon such Company shall be incorporated, and
shall have perpetual Succession and a Common Seal,
with Power to hold Lands ; and any Banking 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 Certificate
Company registered in pursuance of this Part of this Act shall ^ ^^ ^^'"
be conclusive Evidence that all the Requisitions herein contained cmnpliance
in respect of Registration under this Act have been complied with Act.
with, and that the Company is authorized to be registered
under this Act as a Limited or Unlimited Company, as the
Case may be, and the Date of Incorporation mentioned in such
Certificate shall be deemed to be the Date at which the Com-
pany is incorporated under this Act.

^ Repealed by the Companies Act, 1900, and virtually re-enacted
by Sect. 1 of that Act, post p. 202.

193. All such Property, Eeal and Personal, includ- vesting of
ing all Interests and Eights in, to, and out of Property, Somp^V"
Eeal and Personal, and including Obligations and
Things in Action, as may belong to or be vested in the
Company at the Date of its Eegistration under this

Act, shall on Eegistration pass to and vest in the
Company as incorporated under this Act, for all the
Estate and Interest of the Company therein.

194. The Eegistration in pursuance of this Part of Registra-
this Act of any Company shall not affect or prejudice tJTaffect
the Liability of such Company to have enforced against obligations
it, or its Eight to enforce, any Debt or Obligation previously
incurred, or any Contract entered into, by, to, with, tbereto. "
or on behalf of such Company previously to such
Eegistration.

195. All such Actions, Suits, and other Legal continua-
Proceedmgs as may at the Time of the Eegistration e^gtTng
of any Company registered in pursuance of this Part Actions
of this Act 1 have been commenced by or against such ^"
Company, or the Public Officer or any Member thereof,

may be continued in the same Manner as if such
Eegistration had not taken place ; nevertheless Exe-

82 THE COMPANIES ACT, 1862.

cution shall not issue against the Effects of any in-
dividual-Member of such Company upon any Judgment,
Degree, or Order obtained in any Action, Suit, or
Proceeding so commenced as aforesaid ; but in the
event of the Property and Effects of the Company
being insufficient to satisfy such Judgment, Decree,
or Order, an Order may be obtained for winding up
the Company.

^ Or of the Goinpanies Act, 1879, see Sect. 4, thereof, ^os^ p. 149.

196. When a Company is registered under this
Act in pursuance of this Part thereof, all Provisions
contained in any Act of Parliament, Deed of Settle-
ment, Contract of Co-partnery, Cost Book Eegula-
tions. Letters Patent, or other Instrument constituting
or regulating the Company, including, in the Case of a
Company registered as a Company Limited by Guar-
antee the Eesolution declaring the Amount of the
Guarantee, shall be deemed to be Conditions and
Regulations of the Company, in the 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 Provisions of this Act shall
apply to such Company, and the Members, Contribu-
tories, and Creditors thereof, in the same Manner in
all respects as if it had been formed under this Act,
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 pursuance 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 Parlia-
ment relating to the Company :
(4.) 3 That no Company shall have Power, without
the Sanction of the Board of Trade, to alter

THE COMPANIES ACT, 1862. 83

any Provision contained in any Letters Patent
relating to the Company :

(5.) That in the event of the Company being wound
up, every Person shall be a Contributory, in
respect of the Debts and Liabilities of the Com-
pany contracted prior to Eegistration, who is
liable, at Law or in Equity, to pay or contribute
to the Payment of any Debt or Liability of the
Company contracted prior to Eegistration, or
to pay or contribute to the Payment of any
Sum for the Adjustment of the Eights of the
Members amongst themselves in respect of any
such Debt or Liability, or to pay or contribute
to the Payment of the Costs, Charges, and
Expenses of winding up the Company so far
as relates to such Debts or Liabilities as afore-
said ; and every such Contributory shall be
liable to contribute to the Assets of the Com-
pany, in the Course of the Winding up, all Sums
due from him in respect of any such Liability
as aforesaid; and in the event of the Death,
Bankruptcy, or Insolvency of any such Con-
tributory as last aforesaid, or Marriage of any
such Contributory being a Female, the Pro-
visions* herein-before contained with respect
to the Eepresentatives, Heirs, and Devisees of
deceased Contributories, and with Eeference
to the Assignees of bankrupt or insolvent Con-
tributories, and to the Husbands of married
Contributories, shall apply :

(6.) That nothing herein contained shall authorize
any Company to alter any such Provisions^
contained in any Deed of Settlement, Contract
of Co-partnery, Cost Book Eegulations, Letters
Patent, or other Instrument constituting or
regulating the Company, as would, if such
Company had originally been formed under
this Act, have been contained in the Memor-
andum of Association,^ and are not authorized
to be altered by this Act :

84 THE COMPANIES ACT, 1862.

But nothing herein contained shall derogate from any
Power of altering its Constitution or Eegulations which
may be vested in any Company registering under this
Act in pursuance of this Part thereof by virtue of any
Act of Parliament, Deed of Settlement, Contract of
Go-partnery, Letters Patent, or other Instrument con-
stituting or regulating the Company.

1 Sect. 51, ante p. 23.

2 Sect. 25, ante p. 11.

^ See Sect. 47 of the Companies Act, 1867 {post p. 144), which
was probably also intended to apply to sub-Sect. 4 of this Sect,
instead of to sub-Sect. 2.

4 Sects. 76, 77, 78, ante p. 33.

^ See, however, the Companies (Memorandum of Association)
Act, 1890, post p. 161.

^ As required by Sects. 8, 9, 10, ante p. 3 et seq.

Power of 197. The Court may, at any Time after the Presen-
Sbrain* tation of a Petition for winding up a Company registered
further Pro- j^ pursuance of this Part of this Act, and before making
Actions!*" an Order for winding up the Company, upon the Ap-
***• plication by Motion of any Creditor of the Company,

restrain further Proceedings in any Action, Suit, or
legal Proceeding against any Contributory of the Com-
pany as well as against the Company as herein-before
provided,^ upon such Terms as the Court thinks fit.

1 Sect. 85, ante p. 37.

After Order 198. Where an Order has been made for winding

upcompani ^P ^ Company registered in pursuance of this Part of

no legal the Act, in addition to the Provisions herein-before

to^be^taken^ contained, 1 it is hereby further provided that no Suit,

ieave^of Action, or other legal Proceeding shall be commenced

Court. 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.

^ Sect. 87, ante p. 37.

THE COMPANIES ACT, 1862. 85

PAET VIII.

Application of Act to unregistered Companies.

199. Subject as herein-after mentioned, any Partner- winding
ship, Association, or Company, except Eailway Com- ?4?sUred
panies incorporated by Act of Parliament, consisting Companies,
of more than Seven Members, and not registered under
this Act, and herein-after included under the Term
unregistered Company, may be wound up under this
Act, and all the Provisions of this Act with respect to
winding up shall apply to such Company, with the
following Exceptions and Additions :

(1.) An unregistered Company shall, for the Purpose
of determining the Court having Jurisdiction
in 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, then in each Part of the
United Kingdom where it has a principal Place
of Business; moreover the principal Place of
Business of an unregistered 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 in-
stituted, shall for all the Purposes of the
winding up of such Company be deemed to be
the Registered Office of the Company : i
(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 unregistered
Company may be wound up are as follows ;
(that is to say,)
(a.) Whenever the Company is dissolved, or has
ceased to carry on Business, or is carrying

86 THE COMPANIES ACT, 1862.

on Business only for the Purpose of wind-
ing up its Affairs ;

(b.) Whenever the Company is unable to pay its
Debts ;

(c.) 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 Pur-
poses 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 ex-
ceeding 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 Secre-
tary 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 compound
for the same to the Satisfaction of the
Creditor :

(b.) Whenever any Action, Suit, or other Pro-
ceeding 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 the Company, or by delivering it to the
Secretary, or some Director, Manager, or

THE COMPANIES ACT, 1862. 87

principal Officer of the Company, or by
otherwise serving 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
compounded for such Debt or Demand, or
procured such Action, Suit, or other legal
Proceeding to be stayed, or indemnified
the Defendant to his reasonable Satisfac-
tion 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 :

(c.) Whenever, in England or Irelaiid, Execution
or other Process issued on a Judgment,
Decree, or Order obtained in any Court in
favour 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 against any
Person authorized to be sued as nominal
Defendant on behalf of the Company, is
returned unsatisfied :

(d.) Whenever, in the Case of an unregistered
Company engaged in working Mines within
and subject to the Jurisdiction of the
Stannaries, a Customary 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 the
Court of the Vice Warden :

(e.) Whenever, in Scotland, the Induciae of a
Charge for Payment on an Extract Decree,
or an Extract registered Bond, or an
Extract registered Protest, have expired
without Payment being made :

(/.) Whenever it is otherwise proved to the
Satisfaction of the Court that the Com-
pany is unable to pay its Debts.

^Required by Sect. 39, ante p. 18, and see the Companies
(Winding-up) Act, 1890, Sect. 32 (3), post p. 185.

THE COMPANIES ACT, 1862.

Who to be
deemed
Contribu-
tories in
the event
of Com-
pany being
wound np.

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 Pay-
ment of any Sum for the Adjustment of the Eights of
the Members amongst themselves, or to pay or contri-
bute to the Payment of the Costs, Charges, and Expenses
of winding up the Company, and every such Contri-
butory 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 herein- before
contained with respect to the Personal Kepresentatives,
Heirs, and Divisees of a deceased Contributory, ^ and
to the Assignees of a bankrupt or insolvent Contri-
butory,^ and to the Husband of married Contributories ^
shall supply.

^Sect. 16, ante ip.SS.
2 Sect. 77, ante p. 33.
"Sect. 78, ante p. 33.

Power of 201. The Court may, at any Time after the Pre-

restrain* sentation of a Petition for winding up an unregistered
further Pro- Company, and before making an Order for winding
Sbtonl! *" np the Company, upon the Application of any Creditor
etc. of the Company, restrain further Proceedings in any

Action, Suit, or Proceeding against any Contributory
of the Company, or against the Company as herein-
before provided, 1 upon such Terras as the Court thinks
fit.

EfiEect of
Order for
winding up
Company.

^ Sect. 85, ante p. 37.

202. Where an Order has been made for winding
up an unregistered Company in addition to the Pro-
visions 1 herein-before contained in the Case of Com-
panies formed under this Act, it is hereby further
provided that no Suit, Action, or other legal Proceeding

THE COMPANIES ACT, 1862. 89

•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.

1 Sect. 87, ante p. 37.

203. If any unregistered Company has no Power Property
to sue and be sued in a common Name, or if for any ^gted^in
reason it appears expedient, the Court may by the ^f^^\f
Order made for winding up such Company, or by any to?s%tc.
subsequent Order, direct that all such Property, Eeal

and Personal, including all Interest, Claims, and Eights
into and out of Property, Eeal and Personal, and
including Things in Action as may belong to or be
vested in the Company, or to or in any Person or
Persons on trust for or on behalf of the Company or
any Part of such Property, is to vest in the Official
Liquidator or Official Liquidators by his or their official
Name or Names, and thereupon the same or such Part
thereof as may be specified in the Order shall vest
-accordingly, and the Official Liquidator or Official
Liquidators may, in his or their Official Name or
Names, or in such Name or Names and after giving
such Indemnity as the Court directs, bring or defend
any Actions, Suits, or other legal Proceeding relating
to any Property vested in him or them, or any Actions,
Suits, or other legal Proceedings necessary to be brought
or defended for the Purposes of effectually winding up
the Company and recovering the Property thereof.

204. The Provisions made by this Part of the Act Provisions
with respect to unregistered Companies shall be deemed JJ ^cf ^^^^
to be made in addition to and not in restriction of any cumulative.
Provisions^ herein-before contained with respect to
winding up Companies by the Court, and the Court

or Official Liquidator may, in addition to anything
contained in this Part of the Act, exercise any Powers
or do any Act in the Case of unregistered Companies
which might be exercised or done by it or him in
winding up Companies formed under the Act ; but an
unregistered Company shall not, except in the event

90 THE COMPANIES ACT, 1862.

of its being wound up, be deemed to be a Company
under this Act, and then only to the Extent provided
by this Part of this Act.

1 Sects. 74 to 128, and Sects. 153 to 173 ante.

PAKT IX.

Eepeal of Acts and temporary Provisions.

Repeal of 205. After the Commencement of this Act there
^*^ shall be repealed the several Acts specified in the First

Part of the Third Schedule hereto, with this Qualifica-
tion, that so much of the said Acts as is set forth in
the Second Part of the said Third Schedule shall be
hereby re-enacted and continue in force as if unrepealed.
Saving 206- No Eepeal hereby enacted shall affect,

SnalpeTi. (!•) Anything duly done under any Acts hereby
repealed :
(2.) The Incorporation of any Company registered

under any Act hereby repealed :
(3.) Any Eight or Privilege acquired or Liability
incurred under any Act hereby repealed :

(4.) Repealed by the Statute Law Revision Act, 1875.

(5.) Table B. in the Schedule annexed to the Joint
Stock Companies Act, 1856, or any Part there-
of, so far as the same applies to any Company
existing at the Time of the Commencement of
this Act.
207- Repealed by the Statute Law Revision Act, 1875.
Saving of 208. Where previously to the Commencement of
ances^tc ^^^^ ^ct any Conveyance, Mortgage, or other Deed has
madepursu- been made in pursuance of any Act hereby repealed,
repeaied^^ such Deed shall be of the same Force as if this Act
^^^- had not passed, and for the Purposes of such Deed

such repealed Act shall be deemed to remain in full
Force.

THE COMPANIES ACT, 1862. 91

209. Every Insurance Company completely regis- compulsory
tered under the Act passed in the Eighth Year of the Son of"*"
Eeign of Her present Majesty, Chapter One hundred ^^^^^ j^^
and ten, intituled An Act for the Begistration, Incor- ""p***^®^*
poration, and Begulation of Joint Stock Companies,

shall on or before the Second Day of November One
thousand eight hundred and sixty-two, and every other
Company required by any Act hereby repealed to
register under the said Joint Stock Companies Acts,
or one of such Acts, and which has not so registered,
shall, on or before the Expiration of the Thirty-first
Day from the Commencement of this Act, register
itself as a Company under this Act, in manner and
subject to the Eegulations herein-before contained,^
with this Exception, that no Company completely
registered under the said Act of the Eighth Year of
the Eeign of Her present Majesty shall be required
to deliver to the Eegistrar a Copy of its Deed of
Settlement; and for the Purpose of enabling such
Insurance Companies as are mentioned in this Section
to register under this Act, this Act shall be deemed to
come into operation immediately on the passing there-
of; nevertheless the Eegistration of such Companies
shall not have any Effect until the Time of the Com-
mencement of this Act. No Fees shall be charged in
respect of the Eegistration of any Company required
to register by this Section.

^ Sect. 179, ante p. 75, and following Sects.

210. If any Company required by the last Section Penalty on
to register under this Act makes Default in complying company
with the Provisions thereof, then from and after the no^regis-
Day upon which such Company is required to register 21 vict. c.
under this Act, until the Day on which such Company ^*- ^- ^^
is registered under this Act (which it is empowered to

do at any Time), the following Consequences shall

ensue ; (that is to say,)

(1.) The Company shall be incapable of suing either
at Law or in Equity, but shall not be incap-
able of being made a Defendant to a Suit
either at Law^ or in Equity :

'92 THE COMPANIES ACT, 1862.

(2.) No Dividend shall be payable to any Shareholder

in such Company :
(3.) Each Director or Manager of the Company shall
for each Day during which the Company so
being in Default carries on Business incur a
Penalty not exceeding Five Pounds, and such
Penalty may be recovered by any Person,
whether a Shareholder or not in the Company,
and be applied by him to his own Use :
Nevertheless, such Default shall not render the Com-
pany so being in Default illegal, nor subject it to any
Penalty or Disability, other than as specified in this
Section ; and Eegistration under this Act shall cancel
any Penalty or Forfeiture, and put an end to any Dis-
ability which any Company may have incurred under
any Act hereby repealed by reason of its not having
registered under the said Joint Stock Companies Acts,
1856, 1857, or One of them.

211 and 212- Repealed by the Statute Law Revision Act, 1875.

FIKST SCHEDULE.

TABLE A.

Regulations for Management of a Company Limithd-
BY Shares.

Shares.

(1.) If several Persons are registered as joint Holders of a,ny
Share, any One of such Persons may give effectual Receipts-
for any Dividend payable in respect of such Share,

(2.) Every Member shall, on payment of One Shilling, or such
less Sum as the Company in General Meeting may pre-
scribe, be entitled to a Certificate,^ under the Common'
Seal of the Company, specifying the Share or Shares held
by him, and the Amount paid up thereon,

1 Sect, 31, ante p, 14,

(3.) If such Certificate is worn out or lost, it may be renewed, on
Payment of One Shilling, or such less Sum as the Com-
pany in General Meeting may prescribe.

Galls on Shares.

(4.) The Directors may from Time to Time make such Calls uponi
the Members in respect of all Monies unpaid on their
Shares as they think fit, provided that Twenty-one Days'
Notice at least is given of each Call, and each Member
shall be liable to pay the Amount of Calls so made to the
Persons and at the Times and Places appointed by the
Directors.

(5.) A Call shall be deemed to have been made at the Time when
the Resolution of the Directors authorizing such Call wa&

(6.) If the Call payable in respect of any Share is not paid before
or on the Day appointed for Payment thereof, the Holder
for the Time being of such Share shall be liable to pay

94 THE COMPANIES ACT, 1862.

Interest for the same at the Rate of Five Pounds per Cent,
per Annum from the Day appointed for the Payment
thereof to the Time of the actual Payment.
^7.) The Directors may, if they think fit, receive from any Mem-
ber willing to advance the same all or any Part of the
Monies due upon the Shares held by him beyond the Sums
actually called for ; and upon the Monies so paid in ad-
vance, or so much thereof as from Time to Time exceeds
the Amount of the Calls then made upon the Shares in
respect of which such Advance has been made, the Com-
pany may pay Interest at such Rate as the Member paying
such Sum in advance and the Directors agree upon.

Transfers of Shares.^

1 Sect. 22, ante p. 10.

(8.) The Instrument of Transfer of any Share in the Company
shall be executed both by the Transferor and Transferee,
and the Transferor shall be deemed to remain a Holder
of such Share until the Name of the Transferee is entered
in the Register Book in respect thereof.
(9.) Shares in the Company shall be transferred in the following
Form : —
I, ^.JB., of , in consideration of the Sum of

Pounds paid to me by CD., of , do hereby

transfer to the said C.D. the Share [or Shares] num-
bered standing in my Name in the
Books of the Company,
to hold unto the said CD., his Executors, Adminis-
trators, and Assigns, subject to the several Conditions
on which I held the same at the Time of the Execu-
tion hereof ; and I the said C.D. do hereby agree to
take the said Share [or Shares] subject to the same
Conditions. As witness our Hands, the
Day of
(10.) The Company may decline to register any Transfer of Shares

made by a Member who is indebted to them.
(11.) The Transfer Books shall be closed during the Fourteen
Days immediately preceding the Ordinary General Meet-
ing ^ in each Year.

1 See Sect. 49, ante p. 22.

Transmission of Shares.

(12.) The Executors or Administrators of a deceased Member
shall be the only Persons recognized by the Company as
having any Title to his Share.

(13.) Any Person becoming entitled to a Share in consequence of
the Death, Bankruptcy, or Insolvency of any Member, or

THE COMPANIES ACT, 1862. 95

in consequence of the Marriage of any Female Member,
may be registered as a Member upon such Evidence being
produced as may from Time to Time be required by the
Company.

<{14:.) Any Person who has become entitled to a Share in conse-
quence of the Death, Bankruptcy, or Insolvency of any
Member, or in consequence of the Marriage of any Female
Member, may, instead of being registered himself, elect
to have some Person to be named by him registered as a
Transferee of such Share.

^15.) The Person so becoming entitled shall testify such Election
by executing to his Nominee an Instrument of Transfer
of such Share.

(16.) The Instrument of Transfer shall be presented to the Com-
pany, accompanied with such Evidence as the Directors
may require to prove the Title of the Transferor, and
thereupon the Company shall register the Transferee as a
Member.

Forfeiture of Shares.

.(17.) If any Member fails to pay any Call on the Day appointed
for Payment thereof, the Directors may at any Time there-
after, during such Time as the Call remains unpaid, serve
a Notice on him, requiring him to pay such Call, together
with Interest and any Expenses that may have accrued
by reason of such Non-payment.

(18.) The Notice shall name a further Day on or before which
such Call, and all Interest and Expenses that have accrued
by reason of such Non-payment, are to be paid. It shall
also name the Place where Payment is to be made (the
Place so named being either the Registered Office of the
Company or some other Place at which Calls of the Com-
pany are usually made payable). The Notice shall also
state that in the event of Non-payment at or before the
Time and at the Place appointed the Shares in respect of
which such Call was made will be liable to be forfeited.

(19.) If the Requisitions of any such Notice as aforesaid are not
complied with, any Share in respect of which such Notice
has been given may at any Time thereafter, before payment
of all Calls, Interest, and Expenses due in respect thereof,
has been made, be forfeited, by a Resolution of the Directors
to that Effect.

•(20.) Any Share so forfeited shaU be deemed to be the property
of the Company, and may be disposed of in such Manner
as the Company in General Meeting thinks fit.

^21.) Any Member whose Shares have been forfeited shall not-
withstanding be liable to pay to the Company all Calls
owing upon such Shares at the Time of the Forfeiture.

96 THE COMPANIES ACT, 1862.

(22.) A statutory Declaration in Writing, that the Call in respect
of a Share was made and Notice thereof given, and that
Default in Payment of the Call was made and that the
Forfeiture of the Share was made by a Resolution of the
Directors to that effect, shall be sufficient Evidence of the
Facts therein stated, as against all Persons entitled to
such Share, and such Declaration and the Receipt of the
Company for the Price of such Share, shall constitute a
good Title to such Share, and a Certificate of Proprietor-
ship shall be delivered to a Purchaser, and thereupon he
shall be deemed the Holder of such Share discharged from,
all Calls due prior to such Purchase, and he shall not be
bound to see to the Application of the Purchase Money,
nor shall his Title to such Share be affected by any Irregu-
larity in the Proceedings in reference to such Sale,

Conversion of Shares into Stock.

(23.) The Directors may, with the Sanction of the Company
previously given in General Meeting, convert any paid-up
Shares into Stock.

(24.) When any Shares have been converted into Stock, the
several Holders of such Stock may thenceforth transfer
their respective Interests therein, or any part of such
Interests, in the same Manner and Subject to the same
Regulations as and subject to which any Shares in the
Capital of the Company may be transferred, or as near
thereto as Circumstances admit.

25.) The several Holders of Stock shall be entitled to participate
in the Dividends and Profits of the Company according to
the Amount of their respective Interests in such Stock ;
and such Interests shall, in proportion to the Amount
thereof, confer on the Holders thereof respectively the
same Privileges and Advantages for the Purpose of voting
at Meetings of the Company, and for other Purposes, as
would have been conferred by Shares of equal Amount in
the Capital of the Company ; but so that none of such
Privileges or Advantages, except the Participation in the
Dividends and Profits of the Company, shall be conferred
by any such aliquot Part of Consolidated Stock as would
not, if existing in Shares, have conferred such Privileges
or Advantages.

Increase in Capital. ^

(26.) The Directors may, with the Sanction of a Special Resolu-
tion 2 of the Company previously given in General Meeting,,
increase its Capital by the Issue of New Shares, such
aggregate Increase to be of such Amount and to be divided

THE COMPANIES ACT, 1862. 97

into Shares of such respective Amounts, as the Company
in General Meeting direct, or, if no Direction is given, as
the Directors think expedient.

1 Sect. 34, ante p. 15.

2 Sect. 51, ante p. 23.

(27.) Subject to any Direction to the contrary that may be given
by the Meeting that sanctions the Increase of Capital, all
new Shares shall be offered to the Members in proportion
to the existing^ Sh_aresjielii)y -them, and such offer shall
be"ma3in^ Notice specifying the Number of Shares to
which the Member is entitled, and limiting a Time within
which the OfEer, if not accepted, will be deemed to be de-
clined, and after the Expiration of such Time, or on the
Receipt of an Intimation from the Member to whom such
Notice is given that he declines to accept the Shares offered,
the Directors maxJls£ose^ the same in such Manner as
they think most beneficiarto the Company.

(28.) Any Capital raised by the Creation of new Shares shall be
considered as^Part of_th&^original Capital, and shall be
subject to tEFsame Provisions with reference to the Pay-
ment of Calls, and the Forfeiture of Shares on Non-payment
of Calls, or otherwise, as if it had been Part of the original
Capital.

General Meetings. ^

{29.) The First General Meeting ^ shall be held at such Time, not
being more than Six Months after the Registration of the
Company, and at such Place, as the Directors may deter-
mine.

1 Sect. 49, ante p. 22, and Sect. 52, ante p. 24.

2 Now called " Statutory Meeting " and regulated by the Com-
panies Act, 1900, Sect. 12, post p. 213.

(30.) Subsequent General Meetings shall be held at such Time
and Place as may be prescribed by the Company in General
Meeting ; and if no other Time or Place is prescribed, a
General Meeting shall be held on the First Monday in
February in every Year, at such Place as may be deter-
mined by the Directors.

(31.) The above-mentioned General Meetings shall be called
Ordinary Meetings ; all other General Meetings shall be
called Extraordinary.

(32.) The Directors may, whenever they think fit, and they shall
upon a Requisition made in Writing by not less than One
Fifth in Number of the Members of the Company, con-
vene an Extraordinary General Meeting.

(33.) Any Requisition made by the Members shall express the

98 THE COMPANIES ACT, 1862.

Object of the Meeting proposed to be called, and shall be
left at the Registered Office of the Company.
(34.) Upon the Receipt of such Requisition the Directors shall
forthwith proceed to convene an Extraordinary General
Meeting. If they do not proceed to convene the same
within Twenty-one Days from the Date of the Requisi-
tion, the Requisitionists, or any other Members amount-
ing to the required Number, may themselves convene an
Extraordinary General Meeting.

Proceedings at General Meetings.

(35.) Seven Days' Notice at the least, specifying the Place, the
Day, and the Hour of Meeting, and in case of special
Business, the general Nature of such Business shall be
given to the Members in manner hereinafter mentioned,
or in such other Manner, if any, as may be prescribed by
the Company in General Meeting ; but the Non-receipt of
such Notice by any Member shall not invalidate the Pro-
ceedings at any General Meeting.

(36.) All Business shall be deemed special that is transacted at an
Extraordinary Meeting, and all that is transacted at an
Ordinary Meeting, with the Exception of sanctioning a
Dividend and the Consideration of the Accounts, Balance
Sheets, and the ordinary Report of the Directors.

(37.) No Business shall be transacted at any General Meeting,
except the Declaration of a Dividend, unless a Quorum of
Members is present at the Time when the Meeting pro-
ceeds to Business : and such Quorum shall be ascertained
as follows ; that is to say, if the Persons who have taken
Shares in the Company at the Time of the Meeting do
not exceed Ten in Number, the Quorum shall be Five ;
if they exceed Ten there shall be added to the above
Quorum One for every Five additional Members up to
Fifty, and One for every Ten additional Members after
Fifty, with this Limitation, that no Quorum shall in any
Case exceed Twenty.

(38.) If within One Hour from the Time appointed for the Meet-
ing a Quorum is not present, the Meeting, if convened
upon the Requisition of Members, shall be dissolved : In
any other Case it shall stand adjourned to the same Day
in the next Week, at the same Time and Place ; and if at
such adjourned Meeting a Quorum is not present it shall
be adjourned sine die.

(39.) The Chairman (if any) of the Board of Directors shall
preside as Chairman at every General Meeting of the
Company.

(40.) If there is so such Chairman, or if at any Meeting he is not
present within Fifteen Minutes after the Time appointed

THE COMPANIES ACT, 1862. 99

for holding the Meeting, the Members present shall choose
some one of their Number to be Chairman.

(41.) The Chairman may, with the Consent of the Meeting, ad-
journ any Meeting from Time to Time and from Place to
Place, but no Business shall be transacted at any adjourned
Meeting other than the Business left unfinished at the
Meeting from which the Adjournment took place.

(42.) At any General Meeting, unless a Poll is demanded by at
least Five Members, a Declaration by the Chairman that
a Resolution has been carried, and an Entry to that Effect
in the Book of Proceedings ^ of the Company, shall be
sufficient Evidence of the Fact, without Proof of the
Number or Proportion of the Votes recorded in favour of
or against such Resolution.

1 Required to be kept by Sect. 67, ante p. 29.

(43.) If a Poll is demanded by Five or more Members it shall be
taken in such Manner as the Chairman directs, and the
Result of such Poll shall be deemed to be the Resolution
of the Company in General Meeting. In the Case of an
Equality of Votes at any General Meeting, the Chairman
shall be entitled to a Second or Casting Vote.

Votes of Members.

(44.) Every Member shall have One Vote for every Share up to
Ten: He shall have an additional Vote for every Five
Shares beyond the First Ten Shares up to One Hundred,
and an additional Vote for every Ten Shares beyond the
First Hundred Shares.

(46.) If any Member is a Lunatic or Idiot, he may vote by his
Committee, Curator bonis, or other legal Curator.

(46.) If One or more Persons are jointly entitled to a Share or
Shares, the Member whose Name stands first in the Register
of Members as One of the Holders of such Share or Shares,
and no other, shall be entitled to vote in respect of the
same.

(47.) No Member shall be entitled to vote at any General Meet-
ing unless all Calls due from him have been paid, and no
Member shall be entitled to vote in respect of any Share
that he has acquired by Transfer at any Meeting held
after the Expiration of Three Months from the Regis-
tration of the Company, unless he has been possessed of the
Share in respect of which he claims to vote for at least
Three Months previously to the Time of holding the
Meeting at which he proposes to vote.

(48.) Votes may be given either personally or by proxy.

(49.) The Instrument appointing a Proxy shall be in Writing,
under the Hand of the Appointor, or if such Appointor is.
a Corporation, under their Common Seal, and shall be

100 THE COMPANIES ACT, 1862.

attested by One or more Witness or Witnesses : No Person
shall be appointed a Proxy who is not a Member of the
Company.

(50.) The Instrument appointing a Proxy shall be deposited at
the Registered Office of the Company not less than Seventy-
two Hours before the Time for holding the Meeting at
which the Person named in such Instrument proposes to
vote, but no Instrument appointing a Proxy shall be valid
after the Expiration of Twelve Months from the Date of
its Execution.

(51.) Any Instrument appointing a Proxy shall be in the follow-
ing Form : —

Company Limited.
I, , of , in the County of ,

being a Member of the Company Limited,

and entitled to Vote [or Votes], hereby

appoint , of , as my Proxy,

to vote for me and on my Behalf at the [Ordinary or Extra-
ordinary, as the case may be] General Meeting of the
Company to be held on the Day of ,

and at any Adjournment thereof [or, at any Meeting of the
Company that may be held in the Year ].

As witness my Hand, this Day of

Signed by the said in the Presence of

Directors.

52.) The Number of Directors, and the Names of the First
Directors, shall be determined by the Subscribers of the
Memorandum of Association.

(53). Until Directors are appointed the Subscribers of the
Memorandum of Association shall be deemed to be
Directors.

(54.) The future Remuneration of the Directors, and their
Remuneration for Services performed previously to the
First General Meeting, shall be determined by the Com-
pany in General Meeting.

Powers of Directors.

(55.) The Business of the Company shall be managed by the
Directors, who may pay all Expenses incurred in getting
up and registering the Company, and may exercise all such
Powers of the Company as are not by the foregoing Act,
or by these Articles, required to be exercised by the
Company in General Meeting, subject nevertheless to any
Regulations of these Articles, to the Provisions of the
foregoing Act, and to such Regulations, being not incon-

THE COMPANIES ACT, 1862. 101

sistent with the aforesaid Regulations or Provisions, as
may be prescribed by the Company in General Meeting ;
but no Regulation made by the Company in General
Meeting shall invalidate any prior Act of the Directors
which would have been valid if such Regulation had not
been made.
(56.) The Continuing Directors may act notwithstanding any
Vacancy in their Body.

Disqualification of Directors.

(57.) The Office of Director shall be vacated, —

If he holds any other Office or Place of Profit under the

Company :
If he becomes bankrupt or insolvent :
If he is concerned in or participates in the Profits of any
Contract with the Company :
But the above Rules shall be subject to the following
Exceptions : That no Director shall vacate his Office by
reason of his being a Member of any Company which has
entered into Contracts with or done any Work for the
Company of which he is Director ; nevertheless he shall
not vote in respect of such Contract or Work ; and if he
does so vote his Vote shall not be counted.

Botatimi of Directors.

(58.) At the First Ordinary Meeting after the Registration of
the Company the whole of the Directors shall retire from
Office ; and at the First Ordinary Meeting in every sub-
sequent Year One Third of the Directors for the Time
being, or if their Number is not a Multiple of Three, then
the Number nearest to One Third, shall retire from Office.

(59.) The One Third or other nearest Number to retire during
the First and Second Years ensuing the First Ordinary
Meeting of the Company shall, unless the Directors agree
among themselves, be determined by Ballot : In every
subsequent Year the One Third or other nearest Number
who have been longest in Office shall retire.

(60.) A retiring Director shall be re-eligible.

(61.) The Company at the General Meeting at which any Directors
retire in manner aforesaid shall fill up the vacated Ofi&ces
by electing a like Number of Persons.

(62.) If at any Meeting at which an Election of Directors ought
to take place the Places of the vacating Directors are not
filled up, the Meeting shall stand adjourned till the same
Day in the next Week, at the same Time and Place ; and
if at such adjourned Meeting the Places of the vacating
Directors are not filled up, the vacating Directors, or
such of them as have not had their Places filled up,

102 THE COMPANIES ACT, 1862.

shall continue in Oflfice until the Ordinary Meeting
in the next Year, and so on from Time to Time until
their Places are filled up.

(63.) The Company may from Time to Time, in General Meeting,
increase or reduce the Number of Directors, and may
also determine in what Rotation such increased or reduced
Number is to go out of Office.

(64.) Any casual Vacancy occurring in the Board of Directors
may be filled up by the Directors, but any Person so chosen
shall retain his Office so long only as the vacating Director
would have retained the same if no Vacancy had occurred.

(66.) The Company, in General Meeting, may, by a Special
Resolution,^ remove any Director before the Expiration
of his Period of Office, and may by an ordinary Resolu-
tion appoint another Person in his Stead : The Person so
appointed shall hold Office during such Time only as the
Director in whose Place he is appointed would have held
the same if he had not been removed.

^ Sect. 51, ante p. 23.

Proceedings of Directors.

(66.) The Directors may meet together for the Despatch of
Business, adjourn and otherwise regulate their Meetings
as they think fit, and determine the Quorum necessary
for the Transaction of Business : Questions arising at any
Meeting shall be decided by a Majority of Votes : In case
of an Equality of Votes the Chairman shall have a Second
or Casting Vote : A Director may at any Time summon a
Meeting of the Directors.

(67.) The Directors may elect a Chairman of their Meetings, and
determine the Period for which he is to hold Office ; but
if no such Chairman is elected, or if at any Meeting the
Chairman is not present at the Time appointed for holding
the same, the Directors present shall choose some One of
their Number to be Chairman of such Meeting.

(68.) The Directors may delegate any of their Powers to Com-
mittees consisting of such Member or Members of their
Body as they think fit : Any Committee so formed shall,
in the exercise of the Powers so delegated, conform to any
Regulations that may be imposed on them by the Directors.

(69.) A Committee may elect a Chairman of their Meetings : If
no such Chairman is elected, or if he is not present at the
Time appointed for holding the same, the Members present
shall choose One of their Number to be Chairman of such
Meeting.

(70.) A Committee may meet and adjourn as they think proper:
Questions arising at any Meeting shall be determined by a
Majority of Votes of the Members present ; and in case of

THE COMPANIES ACT, 1862. 103

an Equality of Votes the Chairman shall have a Second or
Casting Vote.
(71.) All Acts done by any Meeting of the Directors, or of a Com-
mittee of Directors, or by any Person acting as a Director,
shall, notwithstanding that it be afterwards discovered
that there was some Defect in the Appointment of any
such Directors of Persons acting as aforesaid, or that they
or any of them were disqualified, be as valid as if every
such Person had been duly appointed and was qualified
to be a Director.

Dividends.

(72.) The Directors may, with the Sanction of the Company in
General Meeting, declare a Dividend to be paid to the
Members in proportion to their Shares.

(73.) No Dividend shall be payable except out of the Profits
arising from the Business of the Company.

(74.) The Directors may, before recommending any Dividend,
set aside out of the Profits of the Company such Sum as
they think proper as a reserved Fund to meet Contin-
gencies, or for equalising Dividends, or for repairing or
maintaining the Works connected with the Business of
the Company, or any Part thereof ; and the Directors may
invest the Sum so set apart as a reserved Fund upon such
Securities as they may select.

(75.) The Directors may deduct from the Dividends payable to
any Member all such Sums of Money as may be due from
him to the Company on account of Calls or otherwise.

(76.) Notice of any Dividend that may have been declared shall
be given to each Member in manner herein-after men-
tioned ; and all Dividends unclaimed for Three Years after
having been declared may be forfeited by the Directors for
the Benefit of the Company.

(77.) No Dividend shall bear Interest as against the Company.

Accounts.

(78.) The Directors shall cause true Accounts to be kept, —
Of the Stock in Trade of the Company ;
Of the Sums of Money received and expended by the
Company, and the Matter in respect of which such
Receipt and Expenditure takes place ; and.
Of the Credits and Liabilities of the Company :
"The Books of Account shall be kept at the Registered Office
of the Company, and, subject to any reasonable Restric-
tions as to the Time and Manner of inspecting the same
that may be imposed by the Company in General Meeting,
shall be open to the Inspection of the Members during the
Hours of Business.

104 THE COMPANIES ACT, 1862.

(79.) Once at least in every Year the Directors shall lay before the
Company in General Meeting a Statement of the Income
and Expenditure for the past Year, made up to a date not
more than Three Months before such Meeting.

(80.) The Statement so made shall show, arranged under the
most convenient Heads, the Amount of gross Income,
distinguishing the several Sources from which it has
been derived, and the Amount of gross Expenditure, dis-
tinguishing the Expense of the Estabhshment, Salaries
and other like Matters : Every Item of Expenditure fairly
chargeable against the Year's Income shall be brought into
Account so that a just Balance of Profit and Loss may be
laid before the Meeting ; and in Cases where any Item of
Expenditure which may in fairness be distributed over
several Years has been incurred in any One Year the
whole Amount of such Item shall be stated, with the
Addition of the Reasons why only a Portion of such Ex-
penditure is charged against the Income of the Year.

(81.) A Balance Sheet shall be made out in every Year, and
laid before the Company in General Meeting, and such
Balance Sheet shall contain a Summary of the Property
and Liabilities of the Company arranged under the Heads
appearing in the form annexed to this Table, or as near
thereto as Circumstances admit.

(82.) A printed Copy of such Balance Sheet shall. Seven Days
previously to such Meeting, be served on every Member
in the Manner in which Notices are herein-after directed
to be served.

(83.) Once at the least in every Year the Accounts of the Com-
pany shall be examined, and the Correctness of the Balance
Sheet ascertained, by One or more Auditor or Auditors.

(84.) The First Auditors shall be appointed by the Directors:
Subsequent Auditors shall be appointed by the Company
in General Meeting.

(86.) If one Auditor only is appointed, all the Provisions herein
contained relating to Auditors shall apply to him.

(86.) The Auditors may be Members of the Company ; but no
Person is eligible as an Auditor who is interested other-
wise than as a Member in any Transaction of the Com-
pany ; and no Director or other Of&cer of the Company is
eligible during his Continuance in Office.

(87.) The Election of Auditors shall be made by the Company at
their Ordinary Meeting in each Year.

^ As to Banking Companies, see the Companies Act, 1879, Sect.
7, post p. 151 ; and generally, see the Companies Act, 1900, Sects.
21, 22, 23, post p. 220 et seq.

THE COMPANIES ACT, 1862. 105

(88.) The Remuneration of the First Auditors shall be fixed by
the Directors ; that of subsequent Auditors shall be fixed
by the Company in General Meeting.

(89.) Any Auditor shall be re-eligible on his quitting Office.

(90.) If any casual Vacancy occurs in the Office of any Auditor
appointed by the Company, the Directors shall forthwith
call an Extraordinary General Meeting for the Purpose of
supplying the same.

(91.) If no Election of Auditors is made in manner aforesaid the
Board of Trade may, on the Application of not less than
Five Members of the Company, appoint an Auditor for the
current Year, and fix the Remuneration to be paid to him
by the Company for his Services.

(92.) Every Auditor shall be supplied with a Copy of the Balance
Sheet and it shall be his duty to examine the same, with
the Accounts and Vouchers relating thereto.

(93.) Every Auditor shall have a List delivered to him of all
Books kept by the Company, and shall at all reasonable
Times have Access to the Books and Accounts of the
Company : He may, at the Expense of the Company,
employ Accountants or other Persons to assist him in
investigating such Accounts, and he may in relation to
such Accounts examine the Directors or any other Officer
of the Company.

(94.) The Auditors shall make a Report to the Members upon
the Balance Sheet and Accounts, and in every such
Report they shall state whether, in their Opinion, the
Balance Sheet is a full and fair Balance Sheet containing
the Particulars required by these Regulations, and pro-
perly drawn up so as to exhibit a true and correct View
of the State of the Company's Affairs, and in case they
have called for Explanations or Information from the
Directors, whether such Explanations or Information
have been given by the Directors, and whether they have
been satisfactory ; and such Report shall be read, together
with the Report of the Directors, at the Ordinary Meeting.

Notices.

(95.) A Notice may be served by the Company upon any
Member either personally or by sending it through the
Post in a prepaid Letter addressed to such Member at
his registered Place of Abode.

(96.) All Notices directed to be given to the Members shall,
with respect to any Share to which Persons are jointly
entitled, be given to whichever of such Persons is named
first in the Register of Members ; and Notice so given
shall be sufficient Notice to all the Holders of such
Share.

106

THE COMPANIES ACT, 1862.

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THE COMPANIES ACT, 1862.

107

^97.) Any Notice, if served by Post, shall be deemed to have
been served at the Time when the Letter containing the
same would be delivered in the Ordinary Course of the
Post ; and in proving such Service it shall be sufficient to
prove that the Letter containing the Notices was properly
addressed and put into the Post Office.

TABLE B.i

Table of Fees to be paid to the Registrar of Joint Stock
Companies by a Company having a Capital divided into
Shares.

For Registration of a Company whose nominal Capital
does not exceed £2,000, a Fee of -

J'or Registration of a Company whose nominal Capital
exceeds £2,000, the above Fee of £2, with the
following additional Fees, regulated according to
the Amount of nominal Capital ; (that is to

say,

10 0

-050

For every £1,000 of nominal Capital, or
Part of £1,000, after the first £2,000,

up to £5,000

For every £1,000 of nominal Capital,

or Part of £1,000, after the first

£5,000, up to £100,000 -

For every £1,000 of nominal Capital,

or Part of £1,000, after the first

£100,000 - 0 1 0

For Registration of any Increase of Capital made after
the First Registration of the Company, the same
Fees per £1,000, or Part of a £1,000, as would have
been payable if such increased Capital had formed
Part of the original Capital at the Time of Regis-
tration.
Provided that no Company shall be liable to pay in re-
spect of nominal Capital, on Registration or after-
wards, any greater Amount of Fees than £50,
taking into account in the Case of Fees payable on
an Increase of Capital after Registration the Fees
paid on Registration.
For Registration of any existing Company, except such
Companies as are by this Act exempted from pay-
ment of Fees in respect of Registration under this
Act, the same Fee as is charged for Registering a
new Company.

^ Sect. 17, ante p. 8, and Sect. 71, ante p. 31.

108 THE COMPANIES ACT, 1862.

For Registering any Document hereby required or
authorized to be registered, other than the Memo-
randum of Association 050

For making a Record of any Fact hereby authorized
or required to be recorded by the Registrar of
Companies, a Fee of 0 5 0

TABLE C.i

Table of Fees to be paid to the Registrar of Joint Stock
Companies by a Company not having a Capital divided
into Shares.

For Registration of a Company whose number of Mem- £ s. d.
bers, as stated in the Articles of Association, does
not exceed 20 2 0 0

For Registration of a Company whose Number of
Members, as stated in the Articles of Association,
exceeds 20, but does not exceed 100 - - - 5 0 0

For Registration of a Company whose Number of
Members, as stated in the Articles of Association,
exceeds 100, but is not stated to be unlimited, the
above Fee of £5, with an additional 5s. for every
50 Members or less Number than 50 Members
after the first 100.

For Registration of a Company in which the Number
of Members is stated in the Articles of Association
to be unlimited, a Fee of - - - - - 20 0 0

For Registration of any Increase on the Number of
Members made after the Registration of the Com-
pany in respect of every 50 Members, or less than
50 Members, of such Increase - - - - 0 5 0

Provided that no One Company shall be liable to pay
on the whole a greater Fee than £20 in respect of
its Number of Members, taking into account the
Fee paid on the First Registration of the Com-
pany.

For Registration of any existing Company, except such
Companies as are by this Act exempted from Pay-
ment of Fees in respect of Registration under this
Act, the same Fee as is charged for registering a
new Company.

For registering any Document hereby required or autho-
rized to be registered, other than the Memorandum *
of Association 050

^ Sect. 17, ante p. 8, and Sect. 71 ante p. 31.

THE COMPANIES ACT, 1862. 109

For making a Record of any Fact hereby authorized
or required to be recorded by the Registrar of
Companies, a Fee of 0 5 0

FOEM D.i

Form of Statement referred to in Part III. of the Act.

* The Capital of the Company is , divided into

Shares of each.

The Number of Shares issued is

Calls to the Amount of Pounds per Share have been

made, under which the Sum of Pounds has been received.

The Liabilities of the Company on the First Day of January
{or July) were, —
Debts owing to sundry Persons by the Company.
On Judgment, £
On Specialty, £
On Notes or Bills, £
On Simple Contracts, £
On estimated Liabilities, £
The Assets of the Company on that Day were —
Government Securities [stating them]
Bills of Exchange and Promissory Notes, £
Cash at the Bankers, £
Other Securities, £

*If the Company has no Capital divided into Shares the
Portion of the Statement relating to Capital and Shares must
be omitted.

^ Sect. 44, ante p. 20.

SECOND SCHEDULE.!

FOEM A.

Memorandum of Association of a Company limited by Shares.^

Ist. The Name of the Company is " The Eastern Steam
Packet Company, Limited."

2d. The Registered Office of the Company will be situate in
England.

3d. The Objects for which the Company is established are,
•'the Conveyance of Passengers and Goods in Ships or Boats
"between such Places as the Company may from Time to Time
" determine, and the doing all such other Things as are
" incidental or conducive to the Attainment of the above
" Object."

4th. The Liability of the Members is limited.
5th. The Capital of the Company is Two hundred thousand
Pounds divided into One thousand Shares of Two hundred
Pounds each.

We, the several Persons whose Names and Addresses are sub-
scribed, are desirous of being formed into a Company in
pursuance of this Memorandum of Association, and we
respectively agree to take the Number of Shares in the
Capital of the Company set opposite our respective
Names.

Names, Addresses, and Description of Subscribers.

Number of
Shares taken

by each
Subscriber.

"1.
"2.
"3.
"4.
"5.
"6.
"7.

John Jones of in the County of Merchant
John Smith of in the County of
Thomas Green of in the County of
John Thompson of in the County of
Caleb White of in the County of
Andrew Brown of in the County of
Caesar White of in the County of

Total Shares taken

200
26
30
40
15
5
10

325

Dated the 22d Day of November, 1861.
Witness to the above Signatures,

A.B., No. 13 Hute Street, Clerkenwell, Middlesex.

1 Sect 71, ante p. 31.

2 Sect. 8, ante p. 3.

THE COMPANIES ACT, 1862. Ill

FOEM B.

Memorandum and Articles of Association of a Company
limited by Guarantee, and not having a Capital divided
into Shares.

Memorandum of Association.^

1st. The Name of the Company is, " The Mutual London
Marine Association, Limited."

2d. The Registered Office of the Company will be situate in
England.

3d. The Objects for which the Company is established are,
" the mutual Insurance of Ships belonging to Members of the
" Company, and the doing all such other Things as are incidental
" or conducive to the Attainment of the above Objects."

4th. Every Member of the Company 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 the
Company contracted before the Time at which he ceases to be a
Member, and the Costs, Charges, and Expenses of winding up
the same, and for the Adjustment of the Rights of the Contribu-
tories amongst themselves, such Amount as may be required not
exceeding Ten Pounds.

We, the several Persons whose Names and Addresses are sub-
scribed, are desirous of being formed into a Company, in
pursuance of this Memorandum of Association.

Names, Addresses, and Descriptions of Subscribers.

"1. John Jones of in the County of Merchant.

"2. John Smith of in the County of

" 3. Thomas Green of in the County of

"4. John Thompson of in the County of

" 5. Caleb White of in the County of

" 6. Andrew Brown of in the County of

" 7. Caesar White of in the County of

Dated the 22d Day of November, 1861.
Witness to the above Signatures,
A.B., No. 13 Hute Street, Clerkenwell, Middlesex.

^ Sect. 9, ante p. 4.

112 THE COMPANIES ACT, 1862.

Articles of Association^ to accompany preceding Memo-
randum of Association.

{1.) The Company, for the Purpose of Registration, is declared to

consist of Five hundred Members.
{2.) The Directors herein-after mentioned may, whenever the

Business of the Association requires it, register an Increase

of Members.

Definition of Members.

{3.) Every Person shall be deemed to have agreed to become a
Member of the Company who insures any Ship or Share
in a Ship in pursuance of the Regulations herein-after
contained.

General Meetings.

{i.) The First General Meeting shall be held at such Time, not
being more than Three Months after the Incorporation of
the Company, and at such Place, as the Directors may
determine.

(5.) Subsequent General Meetings shall be held at such Time and
Place as may be prescribed by the Company in General
Meeting ; and if no other Time or Place is prescribed,
a General Meeting shall be held on the First Monday in
February in every Year, at such Place as may be deter-
mined by the Directors.

(6.) The above-mentioned General Meetings shall be called
Ordinary Meetings ; all other General Meetings shall be
called Extraordinary.

(7.) The Directors may, whenever they think fit, and they shall,
upon a Requisition made in Writing by any Five or more
Members, convene an Extraordinary General Meeting.

(8.) Any Requisition made by the Members shall express the
Object of the Meeting proposed to be called and shall be
left at the Registered Office of the Company.

(9.) Upon the Receipt of such Requisition the Directors shall
forthwith proceed to convene a General Meeting : If they
do not proceed to convene the same within Twenty-one
Days from the Date of the Requisition, the Requisi-
tionists, or any other Five Members, may themselves
convene a Meeting.

Proceedings at General Meetings.

(10.) Seven Days' Notice at the least, specifying the Place, the
Day, and the Hour of Meeting, and in case of special
Business the general Nature of such Business, shall be

^ Sect. 14, ante p. 6.

THE COMPANIES ACT, 1862. 113

given to the Members in Manner herein-after mentioned,
or in such other Manner, if any, as may be prescribed by
the Company in General Meeting ; but the Non-receipt of
such Notice by any Member shall not invalidate the Pro-
ceedings at any General Meeting.

-(11.) All Business shall be deemed special that is transacted at
an Extraordinary Meeting, and all that is transacted at an
Ordinary Meeting, with the Exception of the Consideration
of the Accounts, Balance Sheets, and the ordinary Report
of the Directors.

^12.) No Business shall be transacted at any Meeting except the
Declaration of a Dividend, unless a Quorum of Members
is present at the Commencement of such Business ; and
such Quorum shall be ascertained as follows ; that is to
say, if the Members of the Company at the Time of the
Meeting do not exceed Ten in Number, the Quorum shall
be Five ; if they exceed Ten there shall be added to the
above Quorum One for every Five additional Members up
to Fifty, and One for every Ten additional Members after
Fifty, with this Limitation, that no Quorum shall in any
Case exceed Thirty.

{IB.) If within One Hour from the Time appointed for the Meet-
ing a Quorum of Members is not present, the Meeting, if
convened upon the Requisition of the Members, shall be
dissolved : In any other Case it shall stand adjourned to
the same Day in the following Week at the same Time
and Place ; and if at such adjourned Meeting a Quorum
of Members is not present, it shall be adjourned sine die.

(14.) The Chairman (if any) of the Directors shall preside as
Chairman at every General Meeting of the Company.

^15.) If there is no such Chairman, or if at any Meeting he is
not present at the Time of holding the same, the Mem-
bers present shall choose some One of their Number to be
Chairman of such Meeting.

^16.) The Chairman may, with the Consent of the Meeting, ad-
journ any Meeting from Time to Time and from Place to
Place, but no Business shall be transacted at any ad-
journed Meeting other than the Business left unfinished
at the Meeting from which the Adjournment took place.

(17.) At any General Meeting, unless a Poll is demanded by at
least Five Members, a Declaration by the Chairman that
a Resolution has been carried, and an Entry to that Effect
in the Book of Proceedings of the Company, shall be suffi-
cient Evidence of the Fact, without Proof of the Number
or Proportion of the Votes recorded in favour of or against
such Resolution.

{18.) If a Poll is demanded in manner aforesaid, the same shall
be taken in such Manner as the Chairman directs, and
the Result of such Poll shall be deemed to be the Resolu-
tion of the Company in General Meeting.
8

114 THE COMPANIES ACT, 1862.

Votes of Members.

(19.) Every Member shall have One Vote and no more.

(20.) If any Member is a Lunatic or Idiot he may vote by his
Committee Curator bonis, or other legal Curator.

(21.) No Member shall be entitled to vote at any Meeting unless
all Monies due from him to the Company have been paid.

(22.) Votes may be given either personally or by Proxies : A
Proxy shall be appointed in Writing under the Hand of
the Appointor, or if such Appointor is a Corporation, under
its Common Seal.

(23.) No Person shall be appointed a Proxy who is not a Member,
and the Instrument appointing him shall be deposited at
the Registered Office of the Company not less than Forty-
eight Hours before the Time of holding the Meeting at
which he proposes to vote.

(24.) Any Instrument appointing a Proxy shall be in the follow-
ing Form : —

Company Limited.
, of , in the County

of , being a Member of the

Company Limited, hereby appoint ,

of , as my Proxy, to vote for me and on

my behalf at the [Ordinary or Extraordinary, as the case
may be] General Meeting of the Company to be held on the
Day of , and at any Adjournment

thereof to be held on the Day of

next [or at any Meeting of the Company that may be
held in the Year ].

As witness my Hand, this Day of

Signed by the said in the Presence of

Directors.

(25.) The Number of the Directors, and the Names of the First
Directors shall be determined by the Subscribers of the
Memorandum of Association.

(26.) Until Directors are appointed the Subscribers of the Memor-
andum of Association shall for all the Purposes of this Act
be deemed to be Directors.

Powers of Directors.

(27.) The Business of the Company shall be managed by the
Directors, who may exercise all such Powers of the Com-
pany as are not hereby required to be exercised by the
Company in General Meeting; but no Regulation made
by the Company in General Meeting shall invalidate any
prior Act of the Directors which would have been valid if
such Regulation had not been made.

THE COMPANIES ACT, 1862. 115

Election of Directors.

^28.) The Directors shall be elected annually by the Company in
General Meeting,

Business of Company.

[Here insert Rules as to Mode in which Business of Insurance is to
be conducted.]

Accounts.

(29.) The Accounts of the Company shall be audited by a Com-
mittee of Five Members, to be called the Audit Committee.

(30.) The First Audit Committee shall be nominated by the
Directors out of the Body of Members.

(31.) Subsequent Audit Committee shall be nominated by the
Members at the Ordinary General Meeting in each year.

(32.) The Audit Committee shall be supplied with a Copy of the
Balance Sheet, and it shall be their Duty to examine the
same with the Accounts and Vouchers relating thereto.

(33.) The Audit Committee shall have a List delivered to them
of all Books kept by the Company, and they shall at all
reasonable Times have access to the Books and Aocounts
of the Company : They may, at the expense of the Com-
pany, employ Accountants or other Persons to assist them
in investigating such Accounts, and they may in relation
to such Accounts examine the Directors or any other Officer
of the Company.

(34.) The Audit Committee shall make a Report to the Members
upon the Balance Sheet and Accounts, and in every such
Report they shall state whether in their Opinion the
Balance Sheet is a full and fair Balance Sheet, containing
the Particulars required by these Regulations of the Com-
pany, and properly drawn up, so as to exhibit a true and
correct View of the State of the Company's Affairs, and in
case they have called for Explanation or Information from
the Directors, whether such Explanations or Information
have been given by the Directors, and whether they have
been satisfactory, and such Report shall be read together
with the Report of the Directors at the Ordinary Meeting.

Notices. »

(35.) A Notice may be served by the Company upon any Member
either personally, or by sending it through the Post in a
prepaid Letter addressed to such Member at his registered
Place of Abode.

(36.) Any Notice, if served by Post, shall be deemed to have been
served at the Time when the Letter containing the same

116 THE COMPANIES ACT, 1862.

would be delivered in the ordinary Course of the Post ; and
in proving such Service it shall be sufficient to prove that
the Letter containing the Notice was properly addressed,
and put into the Post Office.

Winding up.

(37.) The Company shall be wound up voluntarily whenever an
Extraordinary Resolution, ^ as defined by the Companies
Act, 1862, is passed requiring the Company to be wound up
voluntarily.

1 Sect. 129, ante p. 54.

Names, Addresses, and Descriptions of Subscribers.

" 1. John Jones of in the County of Merchant.

" 2. John Smith of in the County of

" 3. Thomas Green of in the County of

" 4. John Thompson of in the County of

"5. Caleb White of in the County of

"6. Andrew Brown of in the County of

" 7. Caesar White of in the County of

Dated the 22d Day of November, 1861.
Witness to the above Signatures,

A.B., No. 13 Hute Street, Clerkenwell, Middlesex.

FOEM C.

Memorandum and Articles of Association of a Company limited
by Guarantee,! ^^jj having a Capital divided into Shares.

Memorandum of Association.

1st. The Name of the Company is "The Highland Hotel
" Company, Limited."

2d. The Registered Office of the Company will be situate in
Scotland.

3d. The Objects for which the Company is established are
•"the facilitating travelling in the Highlands of Scotland, by
'' providing Hotels and Conveyances by Sea and by Land for the
.'Accommodation of Travellers, and the doing all such other
4' Things as are incidental or conducive to the Attainment of
i'the above Object."

1 Sect. 9, ante p. 4, and see now the Companies Act, 1900,
Beet. 27, post p. 223.

THE COMPANIES ACT, 1862. 117

4th. Every Member of the Company 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
the Company, contracted before the Time at which he ceases
to be a Member, and the Costs, Charges, and Expenses of wind-
ing up the same and for the Adjustment of the Rights of the
Contributories amongst themselves, such Amount as may be
required, not exceeding Twenty Pounds.

We, the several Persons whose Names and Addresses are sub-
scribed, are desirous of being formed into a Company, in
pursuance of this Memorandum of Association.

Names, Addresses, and Descriptions of Subscribers.

"1. John Jones of in the County of Merchant.

" 2. John Smith of in the County of

" 3. Thomas Green of in the County of

" 4. John Thompson of in the County of

" 5. Caleb White of in the County of

" 6. Andrew Brown of in the County of

" 7. Caesar White of in the County of

Dated the 22d Day of November, 1861.
Witness to the above Signatures,

A.B,, No. 13 Hute Street, Clerkenwell, Middlesex.

Articles of Association^ to accompany preceding Memorandum
of Association.

1. The Capital of the Company shall consist of Five hundred
thousand Pounds, divided into Five thousand Shares of One
hundred Pounds each.

2. The Directors may, with the Sanction of the Company in
General Meeting, reduce the Amount of Shares.

3. The Directors may, with the Sanction of the Company in
General Meeting, cancel any Shares belonging to the Company.

4. All the Articles of Table A. shall be deemed to be incorpo-
rated with these Articles, and to apply to the Company.

We, the several Persons whose Names and Addresses are sub-
scribed, agree to take the Number of Shares in the Capital
of the Company set opposite our respective Names.

^ Sect. 14, a7ite p. 6.

118

THE COMPANIES ACT, 1862.

Number of

Names, Addresses, and Description of Subscriber.

Shares taken
by each

Subscriber.

" 1. John Jones of

in the County of

200

" 2. John Smith of

in the County of

" 3. Thomas Green of

in the County of

" 4. John Thompson of

in the County of

" 5. Caleb White of

in the County of

" 6. Andrew Brown of

in the County of

" 7. Caesar White of

in the County of

Total Shares taken

326

Dated the 22d Day of November, 1861.
Witness to the above Signatures,
A.B., No. 13 Hute Street, Clerkenwell, Middlesex.

FOEM D.

Memorandum and Articles of Association of an unlimited
Company having a Capital divided into Shares.

Memorandum of Association.^

1st. The Name of the Company is " The Patent Stereotype
" Company."

2d. The Registered Office of the Company will be situate in
England.

3d. The Objects for which the Company is established are
"the working of a Patent Method of founding and casting
" Stereotype Plates, of which Method John Smith of London, is
" the sole Patentee."

We, the several Persons whose Names are subscribed, are de-
sirous of being formed into a Company, in pursuance of this
Memorandum of Association.

Names, Addresses, and Description of Subscribers.

" 1. John Jones of
"2. John Smith of
"3. Thomas Green of
"4. John Thompson of
" 5. Caleb White of
" 6. Andrew Brown of
"7. Abel Brown of
Dated 22d Day of November, 1861
Witness to the above Signatures,

A.B., No. 20 Bond Street, Middlesex.

1 Sect. 10, ante p. 4.

in the County of
in the County of
in the County of
in the County of
in the County of

in the County of
in the County of

Merchant.

THE COMPANIES ACT, 1862.

119

Articles of Association ^ to accompany the preceding Memorandum
of Association.

Capital of the Company.
The Capital of the Company is Two thousand Pounds, divided
into Twenty Shares of One hundred Pounds each.

Application of Table A.
All the Articles of Table A. shall be deemed to be incorporated
with these Articles, and to apply to the Company.
We, the several Persons whose Names and Addresses are sub-
scribed, agree to take the Number of Shares in the Capital
of the Company set opposite our respective Names.

Names, Addresses, and Description of Subscribers.

Number of
Shares taken

by
Subscribers

1. John Jones of in the County of Merchant

2. John Smith of in the County of

3. Thomas Green of in the County of

' 4. John Thompson of in the County of
' 5. Caleb White of in the County of
■ 6. Andrew Brown of in the County of
7. Abel Brown of in the County of

Total Shares taken

1
5
2
2
3
4
1

Dated the 22d Day of November, 1861.
Witness to the above Signatures,

A.B., No. 20 Bond Street, Middlesex.

No. of ) .

Certificate -

"THE COMPANIES' ACTS,

[Form No. 7A.]
1862 TO 1900."

FOEM E

as altered by the Board of Trade, by Notices in the
London Gazette, pursuant to s. 71 of the Companies'
Act, 1862, and s. 19 of the Companies' Act, 1900.

Summary of Capital and Shares of the

A5/-

Companies'

Registration

Fee Stamp

must be

impressed

here.

-day of-

-Company, Limited, made up
190 (being the four-

to the

teenth day succeeding the date of the First Ordinary General Meeting
in the year).

^ Sect. 14, ante p. 6.

120 THE COMPANIES ACT, 1862.

Nominal Capital, £ Divided into* ] Shares of £* j each.

Total Number of Shares taken up to the day of 190_ ( ^^^^^^

(which number must agree with the total shewn in the \

list, as held by existing members)* (

Number to be paid for wholly in cash

Number issued as partly paid up to the extent of per share

otherwise than for cash

Number issued as fully paid up otherwise than for cash

JThere has been called up on each of Shares £

II >i »i ,1 £

II II II II £.

§Total amount of Calls received, including payments on appli- ) «

cation and allotment > *

Total amount (if any) agreed to be considered as paid on ]

Shares which have been issued as fully paid (otherwise \ £

than in cash) I

Total amount (if any) agreed to be considered as paid on ^

Shares which have been issued as partly paid up to the >£

extent of per Share J

Total amount of Calls unpaid £

Total amount (if any) paid on|| ^Shares forfeited . . . £

Total amount of debt due from the Company in respect of \
mortgages and charges which require registration under \n

the Companies' Act, 1900, at the date to which this f *

Summary is made up J

*^^* The following Items are only to be filled up by Companies that have issued

Share Warrants.
Total amount of Shares for which Share Warrants, comprising ) «

Shares each, are outstanding i" *

Total amount of Stock for which Share Warrants, comprising \ «

£ Stock each, are outstanding J *

Total amount of Share Warrants, comprising Shares or] «

£ Stock issued since the last Summary -' *

Total amount of Share Warrants, comprising Shares or | o

£ . — Stock surrendered since the last Summary ' *

NOTE.— A list of the names and addresses of the Directors must follow
the list of Members. Banking Companies must also add a list of
all their places of business.

* Where there are Shares qf different kinds or amounts (e.g., Pr^erence and
Ordinary, or £10 and £5) state the numbers and nominal values separately.

X Where various amounts have been called, or there are Shares of different
kinds, state them separately.

§ Include what has been received on forfeited, as well as on existing, Shares.

II State the Aggregate nmnber of Shares forfeited {if any).

IS" The return must be signed, at the End, by the Manager or
Secretary of the Company.

Presented for filing by

THE COMPANIES ACT, 1862.

121

List of Persons holding Shares in the.
Company, Limited, on the__ day of_

190-

and

of Persons who have held Shares therein at any time since the
date of the last Return, showing their Names and Addresses,
and an Account of the Shares so held.

Folio
in Register

NAMES, ADDRESSES, AND OCCUPATIONS

Ledger
containing
Particulars

Surname

Christian
Name

Address

Occupation

ACCOUNT OF SHARES

* Number of
Shares held
by existing
Members at
date of
Return t

t Particulars of Shares

Transferred since the

date of the last Return

by persons who are still

Members

Number +

Date of
Registration
of Transfer

t Particulars of Shares
Transferred since the

date of the last Return
by persons who have

ceased to be Members

Number +

Date of
Registration
of Transfer

REMARKS

(Signature).
(Officer).

* The aggregate Number of Shares held and not the Distinctive Numbers
is to be stated, and the column must be added up throughout, so as to make
one total to agree with that stated in the Summary to have been taken up.
^ + When the Shares are of different classes these columns may be sub-
divided so that the number of each class held, or transferred, may be shewn
separately.

t The date of Registration of each Transfer should be given as well as
the Number of Shares transferred on each date. The Particulars should be
placed opposite the name of the Transferor, and not opposite that of the
Transferee, but the name of the Transferee may be inserted in the " Remarks"
column, immediately opposite the particulars of each Transfer.

122 THE COMPANIES ACT, 1862.

FOEM F.

Licence to hold Lands. ^

The Lords of the Committee of Privy Council appointed for
the consideration of Matters relating to Trade and Foreign
Plantations hereby license the Association, Limited,

to hold the Lands hereunder described [insert Description of
Lands]. The Conditions of this License are [insert Conditions,
if any].

1 Sect. 21, ante p. 10.

THIED SCHEDULE.

FIRST PART.

Date and
Chapter of Act.

21 & 22 Geo. 3. c. 46 .
(Parliament of Ireland.)
7 & 8 Vict. c. 110. -

7&8 Vict. c. 111. -

7 & 8 Vict. c. 113. -

8 & 9 Vict. c. 98.

9 & 10 Vict. c. 28. -

9 & 10 Vict. c. 75. -

10 & 11 Vict. c. 78. -

11 & 12 Vict. c. 45. -

12 & 13 Vict. c. 108.

19 & 20 Vict. c. 47.

20 & 21 Vict. c. 14.
20&21 Vict. c. 49.

Title of Act.

An Act to promote Trade and Manufactures by-
regulating and encouraging Partnerships.

An Act for the Registration, Incorporation,
and Regulation of Joint Stock Companies.

An Act for facilitating the winding up the
AflFairs of Joint Stock Companies unable to
meet their pecuniary Engagements.

An Act to regulate Joint Stock Banks in
England.

An Act for facilitating the winding up the
Affairs of Joint Stock Companies in Ireland
unable to meet their pecuniary Engagements.

An Act to facilitate the Dissolution of certain
Railway Companies.

An Act to regulate Joint Stock Banks in Scot-
land and Ireland.

An Act to amend an Act for the Registra-
tion, Incorporation, and Regulation of Joint
Stock Companies.

An Act to amend the Acts for facilitating the
winding up the Affairs of Joint Stock
Companies unable to meet their pecuniary
Engagements, and also to facilitate the Dis-
solution and winding up of Joint Stock
Companies and other Partnerships.

An Act to amend the Joint Stock Companies
Winding-up Act, 1848.

An Act for the Incorporation and Regulation
of Joint Stock Companies and other Associa-
tions.

An Act to amend the Joint Stock Companies
Act, 1856.

An Act to amend the Law relating to Banking
1 Companies.

124

THE COMPANIES ACT, 1862.

Date and
Chapter of Act.

Title of Act.

20 & 21 Vict. c. 78.

20 & 21 Vict. c. 80.

21 & 22 Vict. c. 60.

21 & 22 Vict. c. 91.

An Act to amend the Act Seven and Eight
Victoria, Chapter One hundred and eleven,
for facilitating the winding up the Affairs
of Joint Stock Companies unable to meet
their pecuniary Engagements, and also the
Joint Stock Companies Winding-up Acts,
1848 and 1849.

An Act to amend the Joint Stock Companies
Act, 1856.

An Act to amend the Joint Stock Companies
Acts, 1856 and 1857, and the Joint Stock
Banking Companies Act, 1857.

An Act to enable Joint Stock Banking Com-
panies to be formed on the Principle of
Limited Liability.

SECOND PART.

Existing
Companies
to have the
Powers of
suing and
being sued.

7 & 8 Vict. c. 113. s. 47.

Every Company of more than Six Persons established on the
Sixth Day of May One thousand eight hundred and forty-four,,
for the Purpose of carrying on the Trade or Business of Bankers
within the Distance of Sixty-five Miles from London, and not
within the Provisions of the Act passed in the Session holden in
the Seventh and Eighth Years of the Reign of Her present Ma-
jesty, Chapter One hundred and thirteen, shall have the same
Powers and Privileges of suing and being sued in the Name of
any One of the Public Officers of such Co-partnership as the
Nominal Plaintiff, Petitioner, or Defendant on behalf of such
Co-partnership ; and all Judgments, Decrees, and Orders, made
and obtained in any such Suit may be enforced in like Manner
as is provided with respect to such Companies carrying on the
said Trade or Business at any Place in England exceeding the
Distance of Sixty-five Miles from London, under the Provisions
of an Act passed in the Seventh year of the Reign of King George
the Fourth, Chapter Forty-six, intituled "An Act for the better
" regulating Co-partnerships of Certain Bankers in England, and
'• for amending so much of an Act of the Thirty-ninth and Fortieth
" Years of the Reign of His late Majesty King George the Third,
'* intituled ' An Act for establishing an Agreement with the
" ' Governor and Company of the Bank of England for advancing
" ' the Sum of Three Millions towards the Supply for the Service
" ' of the Year One thousand eight hundred,' as relates to the

THE COMPANIES ACT, 1862. 125

same," provided that such first-mentioned Company shall make
out and deliver from Time to Time to the Commissioners of
Stamps and Taxes the several Accounts or Returns required
by the last-mentioned Act, and all the provisions of the last-re-
cited Act as to such Accounts or Returns shall be taken to apply
to the Accounts or Returns so made out and delivered by such
first-mentioned Companies as if they had been originally included
in the Provisions of the last-recited Act.

20 & 21 Vict. c. 49, Part of Section XII.

Notwithstanding anything contained in any Act passed in the Power to
Session holden in the Seventh and Eighth Years of the Reign form Bank-
of Her present Majesty, Chapter One hundred and thirteen, and ghf^^Jf Ten
intituled "An Act to regulate Joint Stock Banks in England," Persons,
or in any other Act, it shall be lawful for any Number of Persons,
not exceeding Ten, to carry on in Partnership the Business of
Banking, in the same Manner and upon the same Conditions in
all respects as any Company of not more than Six Persons could
before the passing of this Act have carried on such Business.

THE COMPANIES SEALS ACT, 1864.

(27 Victoria, Chapter 19).

An Act to enable Joint Stock Companies carrying on
Business in Foreign Countries to have Official
Seals to be used in such Countries.

Short Title.

Power to
Companies
under Com-
panies Act,
1862, trans-
acting busi-
ness in
foreign
countries to
have OflBcial
Seals for
use in such
countries.

Power to
Companies
to appoint
Agents
abroad to
affix Seals.

1. This Act may be cited for all Purposes as " The
Companies Seals Act, 1864."

2. Any Company, under "The Companies Act, 1862,"
whose Objects require or comprise the Transaction of
Business, as herein-before mentioned, in Foreign Coun-
tries, may cause to be prepared an Official Seal for and
to be used in any Place, District, or Territory situate
out of the United Kingdom in which the Business of
the Company shall be carried on, and every such Official
Seal may and shall be a Fac-simile of or as nearly
as practicable a Fac-simile of the Common Seal of the
Company, with the Exception that on the Face thereof
shall be inscribed the Name of each and every Place,
District, or Territory in and for which it is to be used :
Provided that it shall be lawful for any such Company
as aforesaid from Time to Time to break up and renew
any Official Seal or Seals, and to vary the Limits within
which it is intended to be used.

3. Every Company having or using any such Official
Seal as is authorized by this Act may from Time to
Time, by any Instrument or Instruments in Writing
under the Common Seal of the Company, empower
any Agent, or Agents specially appointed for the Pur-
pose, or any local Agent, Board, Committee, Manager,
or Commissioner appointed under the Provisions of the

THE COMPANIES SEALS ACT, 1864. 127

Articles of Association of such Company, in any Place,
District, or Territory situate out of the United Kingdom
where the Business of the Company shall for the Time
being be carried on, to affix such Official Seal to any
Deed, Contract, or other Instrument to which the
Company is or shall be made a Party in such Place,
District, or Territory, and no other Order of the
Company or the Board of Directors thereof shall be
necessary to authorize any such Seal to be affixed to
any Deed, Contract, or other Instrument.

4. Every Power granted under the last preceding Duration of
Section shall, as between the Company, their Succes- granted
sors and Assigns, on the one hand, and the Person ""fier

Sect 3 of

or Persons dealing with the Agent or Agents, Board, this Act.
Committee, Manager, or Commissioner named in the
Instrument conferring the Power, and all Parties
claiming through or under such Person or Persons, on
the other hand, continue in force during the Period, if
any, mentioned in the Instrument conferring the Power,
or if no Power be there mentioned then until Notice of
the Eevocation or Determination of the Power shall
have been given to such Person or Persons as aforesaid.

5. Whenever any such Official Seal as aforesaid shall Person
be affixed to any Document, the Person affixing the seaTtIf
same shall, by Writing under his Hand, and written Document
on the Document to which the Seal may have been the Date
affixed, certify the Date when and the Place where affiled*^
the same was affixed ; and any Document to which

any such Seal shall have been duly affixed within the Effect of
District or Territory or Place the Name whereof is in- to*^which*
scribed on such Seal shall bind the Company in the I'^l^l ^
same Way and to the same Extent and have the same
Force and Effect as jf it had been duly sealed with the g^^Ke
Common Seal of the Company. Powers of

6. The Powers given by this Act shall be exercised only if^
by such Companies only as are or shall be expressly J" a^jJJ[^^^**
authorized to exercise the same by their Articles of under Re-
Association, or a Special Eesolution passed according AjJicJe^of^
to the Provisions of "The Companies Act, 1862," and Association
shall be exercised by such Companies subject to any Resolution.

128

THE COMPANIES SEALS ACT, 1864.

Section 55 '
of 25 & 26
Vict. c. 89.
not re-
pealed.

Directions or Eestrictions in their Articles of Association
or the Special Eesolutions contained.

7. Nothing in this Act contained shall operate to
repeal the Provisions of the Fifty-fifth Section of ''The
Companies Act, 1862," but such Section shall continue
in force, and all Acts done or to be done thereunder
shall be as valid and effectual as if this Act had not
been passed.

Ante, p. 25.

THE COMPANIES ACT, 1867.

(30 & 31 ViCTOBiA, Chapter 131.)
An Act to amend " The Companies Act, 1862."

Preliminary.

1. This Act may be cited for all purposes as " The short TiUe.
Companies Act, 1867."

2. The Companies Act, 1862, is herein-after referred Act to be
to as " the Principal Act " ; and the Principal Act and ^"on'^^^th
this Act are herein-after distinguished as and may be 25&26Vict.
cited for all Purposes as " The Companies Acts, 1862 ^" *^'
and 1867 " ; and this Act shall, so far as is consistent

with the Tenor thereof, be construed as One with the
Principal Act; and the Expression "this Act" in the
Principal Act, and any Expression referring to the
Principal Act which occurs in any Act or other Docu-
ment, shall be construed to mean the Principal Act as
amended by this Act.

3. This Act shall come into force on the First Day commence-
of September One thousand eight hundred and sixty- "™e"<^f»f Act.
seven, which Date is herein-after referred to as the
Commencement of this Act.

Unlimited Liability of Directors.

4. Where after the Commencement of this Act a company
Company is formed as a Limited Company under the Skectors
Principal Act, the Liability of the Directors or Managers with

of such Company, or the Managing Director, may, if uabfiity^
so provided by the Memorandum of Association, be
unlimited.

130

THE COMPANIES ACT, 1867.

Liability of
Directors
past and
present to
Contribute
in winding
up where
Liability is
unlimited.

Director
with unlim-
ited Lia-
bility may
have Set-off
as under
Sect. 101 * of
25 & 26 Vict,
c. 89.

5. The following Modifications shall be made in the
Thirty-eighth Section of the Principal Act, with respect
to the Contributions to be required in the event of the
Winding up of a Limited Company under the Principal
Act, from any Director or Manager whose Liability is,
in pursuance of this Act, unlimited :

(1.) Subject to the Provisions herein-after contained,
any such Director or Manager, whether past or
present, shall, in addition to his Liability (if
any) to contribute as an ordinary Member, be
liable to contribute as if he were at the Date
of the Commencement of such Winding up a
Member of an unlimited Company :

(2.) No Contribution required from any past Director
or Manager who has ceased to hold such Office
for a Period of One Year or upwards prior to
the Commencement of the Winding up shall
exceed the Amount (if any) which he is liable
to contribute as an ordinary Member of the
Company :

(3.) No Contribution required from any past Director
or Manager in respect of any Debt or Liability
of the Company contracted after the Time at
which he ceased to hold such Office shall ex-
ceed the Amount (if any) which he is liable
to contribute as an ordinary Member of the
Company :

(4.) Subject to the Provisions contained in the Eegula-
tions of the Company no Contribution required
from any Director or Manager shall exceed the
Amount (if any) which he is liable to contribute
as an ordinary Member, unless the Court deems
it necessary to require such Contribution in
order to satisfy the Debts and Liabilities of
the Company, and the Costs, Charges, and
Expenses of the Winding up.

6. In the event of the Winding up of any Limited
Company, the Court, if it think fit, may make to any
Director or Manager of such Company whose Liability
is unUmited the same Allowance by way of Set-off as

THE COMPANIES ACT, 1867. 131

under the One hundred and first Section of the Principal
Act it may make to a Contributory where the Company
is not Hmited.

* Ante, p. 43.

7. In any Limited Company in which, in pursuance Notice to
of this Act, the Liabihty of a Director or Manager is olrfSon
unUmited, the Directors or Managers of the Company his Election
(if any), and the Member who proposes any Person for Liability
Election or Appointment to such Ofi&ce, shall add to ^^j^g^""'
such Proposal a Statement that the Liability of the
Person holding such Office will be unlimited, and the
Promoters, Directors, Managers, and Secretary (if any)

of such Company, or One of them, shall, before such
Person accepts such Office or acts therein, give him
Notice in Writing that his Liability will be unlimited.
' If any Director, Manager, or Proposer make Default Penalty for
in adding such Statement, or if any Promoter, Director, gfv^J Notice.
Manager, or Secretary make Default in giving such
Notice, he shall be liable to a Penalty not exceeding
One hundred Pounds, and shall also be liable for any
Damage which the Person so elected or appointed may
sustain from such Default, but the Liability of the LiabUity
Person elected or appointed shall not be affected by by^ilgfect^
such Default.

8. Any Limited Company under the Principal Act, Existing
whether formed before or after the Commencement of companies
this Act, may, by a Special Eesolution, if authorized ^^^'-Yr
so to do by its Regulations, as originally framed or solutions,
as altered by Special Resolution, from Time to Time JJ^^y Jj*"
modify ^ the Conditions contained in its Memorandum Directors
of Association so far as to render unUmited the Liability ""^^™^*^®*^-
of its Directors or Managers, or of the Managing
Director ; and such Special Eesolution shall be of the

same Validity as if it had been originally contained in
the Memorandum of Association, and a Copy thereof
shall be embodied in or annexed to every Copy of the
Memorandum of Association which is issued after the
passing of the Resolution, and any Default in this
respect shall be deemed to be a Default in complying

132

THE COMPANIES ACT, 1867.

with the Provisions of the Fifty-fourth Section ^ of the
Principal Act, and shall be punished accordingly.

^ Sect. 12 of the Companies Act, 1862, ante p. 5.
Mwfep. 24.

Power to /
Company
to reduce
Capital by
Special Re-
solution and
Order of
Court regis-
tered by
Registrar.

Company to
add "and
Reduced "
to its Name
for a limited
Period.

Company to
apply to the
Court for an
Order con-
firming Re-
duction
which may
be made
as herein
provided.

Beduction of Capital and Shares.^

9. Any Company limited by Shares may, by Special
Resolution, so far modify the Conditions contained in
its Memorandum of Association, if authorized so to do
by its Regulations as originally framed or as altered by
Special Resolution, as to reduce "its Capital ; but no
such Resolution for reducing the Capital of any Com-
pany shall come into operation until an Order of the
Court is registered by the Registrar of Joint Stock
Companies, as is herein-after mentioned.^

^ Sects. 9 to 20 are altered and extended by the Companies Act,
1877, Sects. 3, 4, 5, post p. 146 et seq. ; see also the Companies Act,
1880, Sects. 3 and A, post p. 154.
2 Sect. 15, post p. 134.

10. The Company shall, after the Date of the pass-
ing of any Special Resolution for reducing its Capital,
add to its Name, until such Date as the Court may
fix, the Words " and Reduced," as the last Words in
its Name, and those Words shall, until such Date, be
deemed to be Part of the Name of the Company within
the Meaning of the Principal Act.^

1 The Companies Act, 1862, Sects. 41 and 42, ante p. 19.

11. A Company which has passed a Special Resolu-
tion for reducing its Capital, may apply to the Court
by Petition for an Order confirming the Reduction,
and on the Hearing of the Petition the Court, if satis-
fied that with respect to every Creditor of the Company
who under the Provisions of this Act is entitled to
object to the Reduction, either his Consent to the
Reduction has been obtained, or his Debt or Claim
has been discharged or has determined, or has been
secured as herein-after provided,^ may make an Order
confirming the Reduction on such Terms and subject
to such Conditions as it deems fit.

1 Sect. 14, post p. 133.

THE COMPANIES ACT, 1867. 133

12. The Expression "the Court" shall in this Act Definition
mean the Court which has Jurisdiction to make an cour?\
Order for Winding up the petitioning Company, and

the Eighty-first ^ and Eighty-third Sections of the
Principal Act shall be construed as if the Term ' * Wind- Application
ing up" in those Sections included Proceedings under vict.c.S.
this Act, and the Court may in any Proceedings under sects. 8i, 83.
this Act make such Order as to Costs as it deems fit.

^ Kepealed and replaced by the Companies (Winding-up) Act,
1890, Sect. 1, post p. 164.

13. Where a Company proposes to reduce its Capi-*Greditors
tal, every Creditor of the Company who at the Date p"ov?iIi*"
fixed by the Court is entitled to any Debt or Claim winding up
which, if that Debt were the Commencement of the to^Reduc-
Winding up of the Company, would be admissible in <^^**"-
Proof against the Company, shall be entitled to object

to the proposed Eeduction, and to be entered in the
Lists of Creditors who are so entitled to object.

The Court shall settle a List of such Creditors, and List of such
for that Purpose shall ascertain as far as possible besettied^
without requiring an Application from any Creditor ^^^^ court,
the Names of such Creditors and the Nature and
Amount of their Debts or Claims, and may publish
Notices fixing a certain Day or Days within which
Creditors of the Company who are not entered on the
List are to claim to be so entered or to be excluded
from the Right of objecting to the proposed Reduc-
tion. V

14. Where a Creditor whose Name is entered on the Court may
List of Creditors, and whose Debt or Claim is not Scon-
discharged or determined, does not consent to the !!?"* P.^
proposed Reduction, the Court may (if it think fit) security^"
dispense with such Consent on the Company securing ^or Ms^^bt
the Payment of the Debt or Claim of such Creditor by .
setting apart and appropriating in such Manner as the '
Court may direct, a Sum of such Amount as is herein-
after mentioned ; (that is to say,)

(1.) If the full Amount of the Debt or Claim of the
Creditor is admitted by the Company, or, though

134 THE COMPANIES ACT, 1867.

not admitted, is such as the Company are will-
ing to set apart and appropriate, then the full
Amount of the Debt or Claim shall be set apart
and appropriated.
(2.) If the full Amount of the Debt or Claim of the
Creditor is not admitted by the Company, and
is not such as the Company are willing to set
apart and appropriate, or if the Amount is con-
tingent or not ascertained, then the Court may,
if it think fit, inquire into and adjudicate upon
the Validity of such Debt or Claim, and the
Amount for which the Company may be liable
in respect thereof, in the same Manner as if the
Company were being wound up by the Court,
and the Amount fixed by the Court on such
Inquiry and Adjudication shall be set apart and
appropriated.
Order con- V 15, The Registrar of Joint Stock Companies upon
R^tStion the Production to him of an Order of the Court con-
showTn""*^ firming the Reduction of the Capital of a Company,
certain par- and the Delivery to him of a Copy of the Order and
ti^cap?ti\s o^ ^ Minute ^ (approved by the Court), showing with
altered to be respect to the Capital of the Company, as altered by
Registered. ^^^ Qrder, the Amount of such Capital, the Number
of Shares in which it is to be divided, and the Amount
of each Share, shall register the Order and Minute,
and on the Registration the Special Resolution con-
firmed by the Order so registered shall take effect.

Notice of such Registration shall be published in
such Manner as the Court may direct.

The Registrar shall certify under his Hand the
Registration of the Order and Minute, and his Certi-
ficate shall be conclusive Evidence that all the Re-
quisitions of this Act with respect to the Reduction of
Capital have been complied with, and that the Capital
• of the Company is such as is stated in the Minute.

1 And see also the Companies Act, 1877, Sect. 4, post p. 147.

THE COMPANIES ACT, 1867. 135

16. The Minute when registered shall be deemeoMinute to
to be substituted for the corresponding Part of the Mem(mm-°^
Memorandum of Association of the Company, and dum of
shall be of the same Validity and subject to the same tion and
Alterations as if it had been originally contained in JJ^^e^abie
the Memorandum of Association ; and, subject as in only for
this Act mentioned, no Member of the Company, betwJen'^
whether past or present, shall be liable in respect of ^^^""*^
any Share to any Call or Contribution exceeding in shareTand
Amount the Difference (if any) between the Amount 8^?"g"as ^^
which has been paid on such Share and the Amount fixed by

of the Share as fixed by the Minute. ^'^^""*^'

17. If any Creditor who is entitled in respect of Saving of
any Debt or Claim to object to the Reduction of the credito?s
Capital of a Company under this Act is, in consequence S^^o^^®^ ^f
of his Ignorance of the Proceedings taken with a View Proceed-
to such Reduction, or of their Nature and Effect with ^"^^•
respect to his Claim, not entered on the List of Credi-
tors, and after such Reduction the Company is unable,
within the Meaning of the Eightieth Section ^ of the
Principal Act, to pay to the Creditor the Amount of

such Debt or Claim, every Person who was a Member Liability of
of the Company at the Date of the Registration of the contritmte'
Order and Minute relating to the Reduction of the ^^/^^^^^^^
Capital of the Company, shall be liable to contribute of such
for the Payment of such Debt or Claim an amount not ^'■®<^i<^rs.
exceeding the Amount which he would have been
liable to contribute if the Company had commenced
to be wound up on the Day prior to such Registration,
and on the Company being wound up, the Court on
the Application of such Creditor, and on Proof that
he was ignorant of the Proceedings taken with a view
to the Reduction, or of their Nature and Effect with
respect to his Claim, may, if it think tit, settle a List
of such Contributories accordingly, and make and en-
force Calls and Orders on the Contributories settled on
such List in the same Manner in all respects as if they
were ordinary Contributories in a Winding up ; but the
Provisions of this Section shall not affect the Rights of
the Contributories of the Company among themselves.
1 Ante p. 34.

136 THE COMPANIES ACT, 1867.

Copy of \J 18. A Minute when registered shall be embodied in
iSlJeto every Copy of the Memorandum of Association issued
be embodied after its Eegistratiou ; and if any Company makes
Memoran- Default in complying with the Provisions of this Section
Sodation ^* shall incur a Penalty not exceeding One Pound for
subse- each Copy in respect of which such Default is made,
Ssued.^ and every Director and Manager of the Company who
shall knowingly and wilfully authorize or permit such
1/ Default shall incur the like Penalty.
Penalty for 19. If any Director, Manager, or Officer of the
mrafoi Company wilfully conceals the Name of any Creditor
Name of of the Company who is entitled to object to the pro-
SSsrepre-"* posed Eeduction, or wilfully misrepresents the Nature
sentaWon ^ or Amount of the Debt or Claim of any Creditor of the
etc. ' Company, or if any Director or Manager of the Com-

pany aids or abets in or is privy to any such Conceal-
ment or Misrepresentation as aforesaid, every such
Director, Manager, or Officer shall be guilty of a Mis-
demeanor.
Power to V 20. The Powers of making Rules concerning Wind-
^tenS^ ing up conferred by the [One hundred and seven-
to making tieth,! ] One hundred and seventy-first, One hundred
cernkig*" and Seventy- second, and One hundred and seventy-
Matterein^ third Sections of the Principal Act shall respectively
diction is extend to making Rules concerning Matters in which
this Act Jurisdiction is by this Act given to the Court which
has the Power of making an Order to wind up a Com-
pany, and until such Rules are made the Practice of
the Court in Matters of the same Nature shall, so far
as the same is applicable, be followed.

1 The nOth Section of the Principal Act ivas Repealed by the
Statute Law Revision Act, 1881.

Sub-division of Shares.
Y
Shares may 21. Any Company limited by Shares may by Special

into Shares Resolution so far modify the Conditions ^ contained in

of smaller i^s Memorandum of Association, if authorized so to do

by its Regulations as originally framed or as altered by

Special Resolution, as by Sub-division of its existing

THE COMPANIES ACT, 1867. 137

Shares or any of them, to divide its Capital, or any
Part thereof, into Shares of smaller Amount than is
fixed by its Memorandum of Association.

Provided, that in the Sub-division of the existing Proportions
Shares the Proportion between the Amount v^hich is Amounts
paid and the Amount (if any) v^hich is unpaid on each paid and
Share of reduced Amount shall be the same as it was shares S^be
in the Case of the existing Share or Shares from which Preserved,
the Share of reduced Amount is derived.

' The Companies Act, 1862, Sect. 12, ante p. 5.

22. The Statement of the Number and Amount of statement
the Shares into which the Capital of the Company is andASoSnt
divided contained in every Copy of the Memorandum of shares as

£ . • i.- • T p- i.1 • £ 1 altered to be

or Association issued alter the passing oi any such embodied
Special Eesolution, shall be in accordance with such*"^®™^J"

fC !• T/^ ^ • ^ 1-r-vci anuum of

Resolution ; and any Company which makes Default Association
in complying with the Provisions of this Section shall quentiy
incur a Penalty not exceeding One Pound for each issued.
Copy in respect of which such Default is made ; and
every Director and Manager of the Company who
knowingly or wilfully authorizes or permits such
Default shall incur the like penalty.

Associations not for Profit.

23. Where any Association is about to be formed Special
under the Principal Act as a Limited Company, if it Ts to^Asso-
proves to the Board of Trade that it is formed for the J^^^^^J^f^j^
Purpose of promoting Commerce, Art, Science, Re- purposes
iigion. Charity, or any other useful Object, and that it "otofGain.
is the Intention of such Association to apply the Profits,

if any, or other Income of the Association, in promot-
ing its Objects, and to prohibit the Payment of any
Dividend to the Members of the Association, the
Board of Trade may by Licence, under the Hand of
One of the Secretaries or Assistant Secretaries, direct
such Association to be registered with Limited Lia-
bility,! without the Addition of the Word "Limited"
to its Name, and such Association may be registered

138 THE COMPANIES ACT, 1867.

accordingly, and upon Registration shall enjoy all the
Privileges and be subject to the Obligations by this
Act imposed on Limited Companies, with the Excep-
tions that none of the Provisions of this Act that
require a Limited Company to use the Word " Limited"
as any Part of its Name, or to publish its Name, or
to send a List of its Members, Directors, or Managers
to the Registrar, shall apply to an Association so
registered.

The Licence by the Board of Trade may be granted
upon such Conditions and subject to such Regulations
as the Board thinks fit to impose, and such Conditions
and Regulations shall be binding on the Association,
and may, at the Option of the said Board, be inserted
in the Memorandum and Articles of Association, or
in both or One of such Documents.

1 The Companies Act, 1862, Sect. 18, ante p. 8.

Calls upon Shares.

Company 24. Nothing contained in the Principal Act shall

someShTres ^® deemed to prevent any Company under that Act,

fiUypaid if authorized by its Regulations as originally framed

not. ^™ or as altered by Special Resolution, from doing any

One or more of the following Things; namely, —

^ (1.) Making Arrangements on the Issue of Shares

for a Difference between the Holders of such

Shares in the Amount of Calls to be paid, and

in the Time of Payment of such Calls :

(2.) Accepting from any Member of the Company

who assents thereto the whole or a Part of the

Amount remaining unpaid on any Share or

Shares held by him, either in discharge of the

Amount of a Call payable in respect of any

other Share or Shares held by him or without

any Call having been made :

(3.) Paying Dividend in proportion to the Amount

paid up on each Share in Cases where a larger

Amount is paid up on some Shares than on

others.

THE COMPANIES ACT, 1867. 139

25.^ Every Share in any Company shall be deemed and taken Manner in
to have been issued and to be held subject to the Payment of ^"^^ch
the whole Amount thereof in Cash, unless the same shall have ^^ be^fstued
been otherwise determined by a Contract duly made in Writing, and held,
and filed with the Registrar of Joint Stock Companies at or
before the Issue of such Shares.

1 Repealed by tJw Companies Act, 1900, and replaced by Sect. 4
{2), post p. 204, and Sect. 7 (1), post p. 207, of that Act.

Transfer of Shares.^

26. A Company shall on the Application of the Transfer
Transferor of any Share or Interest in the Company JJ^stered
enter in its Eegister of Members the Name of the at Request
Transferee of such Share or Interest, in the same feror!*"^
Manner^ and subject to the same Conditions as if the
Apphcation for such Entry were made by the Trans-
feree.

1 The Companies Act, 1862, Sect. 22, ante p. 10.
^The Companies Act, 1862, Sect. 35, ante p. 11.

Share Warrants to Bearer.

27. Ill the Case of a Company limited by Shares the Warrants
Company, if authorized so to do by its Eegulations as paw^p
originally framed or as altered by Special Eesolution, shares or
and subject to the Provisions of such Eegulations, be**issued*u»
may, with respect to any Share which is fully paid up, JJ^™!^"^
or with respect to Stock, issue under their Common Seal

a Warrant stating that the Bearer of the Warrant is
entitled to the Share or Shares or Stock therein speci-
fied, and may provide, by Coupons or otherwise, for
the Payment of the future Dividends on the Share or
Shares or Stock included in such Warrant, herein-after
referred to as a Share Warrant.

28. A Share Warrant shall entitle the Bearer of Effect of
such Warrant to the Shares or Stock specified in it, warrant:
and such Shares or Stock may be transferred by the Transfer of
Delivery of the Share Warrant. leiwlrj^

140 THE COMPANIES ACT, 1867.

Tiie Bearer 29. The Bearer of a Share Warrant shall, subject
Warrant^ to the Eegulations of the Company, be entitled, on
eSeredin surrendering such Warrant for Cancellation, to have
the Register his Name entered as a Member in the Eegister of
on^eiTve?-^ Members, and the Company shall be responsible for
mgupthe any Loss incurred by any Person by reason of the
fofcan- Company entering in its Register of Members the
ceiiation. Name of any Bearer of a Share Warrant in respect

of the Shares or Stock specified therein without the

Share Warrant being surrendered and cancelled,
lieguiations 30. The Bearer of a Share Warrant may, if the
panymay Regulations of the Company so provide, be deemed to
Bearer of ^^ ^ Member of the Company within the Meaning of
a Share the Principal Act,i either to the full Extent or for such
Kibei% ^ Purposes as may be prescribed by the Regulations :
but not so Provided that the Bearer of a Share W^ arrant shall
him s?s"a ^ Qot be qualified in respect of the Shares or Stock
respectof" specified in such Warrant for being a Director or
such Shares. Manager of the Company in Cases where such a

Qualification is prescribed by the Regulations of the

Company.

1 The Companies Act, 1862, Sect. 23, ante p. 10.

Entries in 31. On the Issue of a Share Warrant in respect of

whereShare ^^J Share or Stock the Company shall strike out of

Warrant its Register of Members the Name of the Member

issue . ^j^^^ entered therein as holding such Share or Stock

as if he had ceased to be a Member, and shall enter

in the Register the following Particulars :

(1.) The fact of the Issue of the Warrant :

(2.) A Statement of the Shares or Stock included in

the Warrant, distinguishing each Share by its Number :

(3.) The Date of the Issue of the Warrant :
And until the Warrant is surrendered the above Par-
ticulars shall be deemed to be the Particulars which
are required by the Twenty-fifth Section of the Principal
Act to be entered in the Register of Members of a
Company ; and on the Surrender of a Warrant the
Date of such Surrender shall be entered as if it were
the Date at which a Person ceased to be a Member.

THE COMPANIES ACT, 1867. 141

32. After the Issue by the Company of a Share Particulars
Warrant the annual Summary required by the Twenty- warranS^^
sixth Section of the Principal Act shall contain the to be con-
following Particulars, — the total Amount of Shares or Annual
Stock for which Share Warrants are outstanding at the s»i^™ai'y-
Date of the Summary, and the total Amount of Share
Warrants which have been issued and surrendered
respectively since the last Summary was made, and

the Number of Shares or Amount of Stock comprised
in each Warrant.

33. There shall be charged on every Share Warrant stamps on
a Stamp Duty of an Amount equal to Three Times the warrants.
Amount of the ad valorem Stamp Duty which would

be chargeable on a Deed transferring the Share or
Shares or Stock specified in the Warrant, if -the Con-
sideration for the Transfer were the nominal Value of
such Share or Shares or Stock.

34. Whosoever forges or alters, or offers, utters, dis- Penalties
poses of, or puts off, knowing the same to be forged or committiri
altered, any Share Warrant or Coupon, or any Document Forgery,
purporting to be a Share Warrant or Coupon, issued

in pursuance of this Act, or demands or endeavours to
obtain or receive any Share or Interest of or in any
Company under the Principal Act, or to receive any
Dividend or Money payable in respect thereof, by virtue
of any such forged or altered Share Warrant, Coupon,
or Document, purporting as aforesaid, knowing the same
to be forged or altered, with Intent in any of the Cases
aforesaid to defraud, shall be guilty of Felony, and
being convicted thereof shall be liable to be kept in
Penal Servitude for Life.

35. Whosoever falsely and deceitfully personates Penalties
any Owner of any Share or Interest of or in any gjgefy^per-
Company, or of any Share Warrant or Coupon issued in sonatmg
pursuance of this Act, and thereby obtain or endeavours shares^on^
to obtain any such Share or Interest, or Share Warrant ^^^^ ^^^^
or Coupon, or receives or endeavours to receive any
Money due to any such Owner, as if such Offender

were the true and lawful Owner, shall be guilty of
Felony, and being convicted thereof shall be liable to
be kept in Penal Servitude for Life.

142 THE COMPANIES ACT, 1867.

Penalties 36. Whosoever, without lawful Authority or Excuse,
engraving^ the Proof whereof shall be on the Party accused, en-
piates, etc. graves or makes upon any Plate, Wood, Stone, or other
Material any Share Warrant or Coupon purporting
to be a Share Warrant or Coupon issued or made by
any particular Company under and in pursuance of
this Act, or to be a blank Share Warrant or Coupon
issued or made as aforesaid, or to be a Part of such a
Share Warrant or Coupon, or uses any such Plate,
Wood, Stone, or other Material for the making or print-
ing any such Share Warrant or Coupon, or any such
blank Share Warrant or Coupon, or any Part thereof
respectively, or knowingly has in his Custody or Pos-
session any such Plate, Wood, Stone, or other Material,
shall be guilty of Felony, and being convicted thereof
shall be liable to be kept in Penal Servitude for any
Term not exceeding Fourteen Years.

Contracts.

Contracts 37« Contracts on behalf of any Company under the
Companies^ Principal Act may be made as follows ; (that is to say,)
how to be (1.) Any Contract which if made between private
" ^' Persons would be by Law required to be in

Writing, and if made according to English Law
to be under Seal, may be made on behalf of the
Company in Writing under the Common Seal
of the Company, and such Contract may be in
the same Manner varied or discharged :
(2.) Any Contract which if made between private
Persons would be by Law required to be in
Writing, and signed by the Parties to be charged
therewith, may be made on behalf of the Com-
pany in Writing signed by any Person acting
under the express or implied Authority of the
Company, and such Contract may in the same
Manner be varied or discharged :
(3.) Any Contract which if made between private
Persons would by Law be valid although made
by Parol only, and not reduced into Writing,

THE COMPANIES ACT, 1867. 143

may be made by Parol on behalf of the Com-
pany by any Person acting under the express
or implied Authority of the Company, and such
Contract may in the same Way be varied or
discharged :
And all Contracts made according to the Provisions
herein contained shall be effectual in Law, and shall
be binding upon the Company and their Successors
and all other Parties thereto, their Heirs, Executors,
or Administrators, as the Case may be.

38.^ Every Prospectus of a Company, and every Notice inviting Prospectus,
Persons to subscribe for Shares in any Joint Stock Company, etc., tospe-
shall specify the Dates and the Names of the Parties to any ^^^ Names
Contract entered into by the Company, or the Promoters, Direc- of Parties
tors, or Trustees thereof, before the Issue of such Prospectus or to any Con-
Notice, w^hether subject to Adoption by the Directors or the J^^^^^J™*^®
Company, or otherwise; and any Prospectus or Notice not issue of such
specifying the same shall be deemed fraudulent on the Part of Prospectus,
the Promoters, Directors, and Officers of the Company knowingly ®*^-
issuing the same, as regards any Person taking Shares in the
Company on the Faith of such Prospectus, unless he shall have
had Notice of such Contract.

1 Repealed by the Companies Act, 1900, and replaced by Sect. 10
of that Act, post p. 209.

Meetings.

39.^ Every Company formed under the Principal Act after the Company to
Commencement of this Act shall hold a General Meeting within iJJg*^^hfn"
Four Months after its Memorandum of Association is registered ; pour
and if such Meeting is not held the Company shall be liable to Months
a Penalty not exceeding Five Pounds a Day for every Day after ^Pf^ ^
the Expiration of such Four Months until the Meeting is held ; ^«^^»*i^"-
and every Director or Manager of the Company, and every
Subscriber of the Memorandum of Association, who knowingly
authorizes or permits such Default, shall be liable to the same
Penalty.

1 Repealed by the Compa^iies Act, 1900, and replaced by Sect. 12
of that Act, post p. 213.

Winding up. contnbu-

^ ^ tory when

40. No Contributory of a Company under the Prin- fied?r"'
cipal Act shall be capable of presenting a Petition present
for winding up such Company i unless the Members of Petition '^^

144

THE COMPANIES ACT, 1867.

Companies
not ex-
empted
from the
Second or
Third Pro-
visions of
25 & 26
Vict. c. 89.
sect. 196.

the Company are reduced in Number to less than
Seven,2 or unless the Shares in respect of which he is
a Contributory, or some of them, either were originally
allotted to him or have been held by him, and re-
gistered in his Name, for a Period of at least Six
Months during the Eighteen Months previously to the
Commencement of the Winding up, or have devolved
upon him through the Death of a former Holder :

Provided that where a Share has during the whole
or any Part of the Six Months been held by or re-
gistered in the Name of the Wife of a Contributory
either before or after her Marriage, or by or in the
Name of any Trustee or Trustees for such Wife or for
the Contributory, such Share shall for the Purposes
of this Section be deemed to have been held by and
registered in the Name of the Contributory.

1 The Companies Act, 1862, Sect. 82, ante p. 36.

2 The Companies Act, 1862, Sect. 79 (3), ante p. 34.

41 to 46. These Sections, which only deal with the Adminis-
trative Machinery for winding up Companies are repealed by
the Companies (Winding-up) Act, 1890, Sects. 1, 2, 3 {post p 164)
whereof replace these repealed Sections.

Saving.

47- Nothing in this Act contained shall exempt any
Company from the Second or Third Provisions ^ of
the One hundred and ninety-sixth Section of the
Principal Act, restraining the Alteration of any Pro-
vision in any Act of Parliament or Charter.

1 Apparently a mistake for " third or fourth," ante p. 82.

THE JOINT STOCK COMPANIES
ARRANGEMENT ACT, 1870.

(33 & 34 Victoria, Chapter 104.)

1. This Act may be cited as "The Joint Stock short title.
Companies Arrangement Act, 1870."

2. Where any compromise or arrangement shall be where com-
proposed between a company which is, in the course proJoUd
of being wound up, either voluntarily ^ or by or under court of
the supervision of the Court,^ under the Companies may"ordera
Acts, 1862 and 1867, or either of them, and the credi- ™|^fi;;^^^
tors of such company,^ or any class of such creditors,^ etc., to de-
it shall be lawful for the Court, in addition to any sJjJh^om-
other of its powers, on the application in a summary promise,
way of any creditor or the liquidator, to order that a
meeting of such creditors or class of creditors shall be
summoned in such manner as the Court shall direct,

and if a majority in number representing three-fourths
in value of such creditors or class of creditors present
either in person or by proxy at such meeting shall
agree to any arrangement or compromise, such ar-
rangement or compromise shall, if sanctioned by an
order of the Court, be binding on all such creditors
or class of creditors, as the case may be, and also on
the liquidator and contributories of the said company.

1 The Companies Act, 1862, Sects. 136, 137, ante pp. 57, 68.

2 The Companies Act, 1862, Sect. 159, ante p. 64.

•^ Extended to members of the company or any class thereof
by the Companies Act, 1900, Sect. 24:, post p. 222.

3. The word " Company " in this Act shall mean interpreta-
any company hable to be wound up under " The *^**"'
Companies Act, 1862." ^«»»^i,,

4. This Act shall be read and construed as part of Act to be
'' The Companies Act, 1862." gSheV*"

THE COMPANIES ACT, 1877.

(40 & 41 Victoria, Chaptee 26.)

Whereas doubts have been entertained whether the

power given by the Companies Act, 1867, to a

30 & 31 Vict. company of reducing its capital extends to paid-up

^' ^^^' capital, and it is expedient to remove such doubts :

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 Parliament assembled, and by the authority

of the same, as follows :

Short title. 1. This Act may be cited for all purposes as the

Companies Act, 1877.
Construe- 2. This Act shall, so far as is consistent with the
25*&26 Vict, tenor thereof, be construed as one with the Companies

3b&31 Vict ^^^^' ^^^'^ ^^^ ^^^'^' ^^^ ^^® ®^^^ ^^^^ ^^^ *^^^ ^^^
c. 131. "may be referred to as " The Companies Acts, 1862,

1867, and 1877."
Construc-y 3. The word "capital" as used in the Companies
"^capital" Act, 1867, shall include paid-up capital ; and the power
and powers to reduce Capital conferred by that Act i shall include
capital in a power to cancel any lo^ capital, or any capital
c!^m ^ ^^^^' nm^epresented by^available assets, or to pay off any
capital which may be in excess of the^wants of the
company; 2 and paid-up capi^ may be reduced either
with or without extinguishing or reducing the liability \
(if any) remaining on the shares of the company, and^
to the extent to which such liabiUty is not extinguished
or reduced it shall be deemed to be preserved, notwith-
standing anything contained in the Companies Act,
1867.

1 Sects. 9 to 20 thereof, ante p. 132 et seq.

2 Or to return accumulated profits, by the Companies Act,
1880, Sect. 3, post p. 154.

THE COMPANIES ACT, 1877. 147

4. The provisions of the Companies Act, 1867/ as Application
amended by this Act, shall apply to any company sk)?^^/
reducing its capital in pursuance of this Act and of the 30&3ivict.
Companies Act, 1867, as amended by this Act :

Provided that where the reduction of the capital of a
company does not involve either the diminution of any
liability in respect of unpaid capital or the payment to
any shareholder of any paid-up capital.

(1.) The creditors of the company shall not, unless
the Court otherwise direct, be entitled to object
or required to consent to the reduction ; and
(2.) It shall not be necessary before the presentation
of the petition for confirming the reduction to
add, and the Court may, if it thinks it expedient
so to do, dispense altogether with the addition
of the words '*and reduced" as mentioned in
the Companies Act, 1867.^ so & 31 vict.

In any case that the Court thinks fit so to do, it may ^- 1^^-*
require the company to publish in such manner as it
thinks fit the reasons for the reduction of its capital or
such other information in regard to the reduction of
its capital as the Court may think expedient with a
view to give proper information to the public in re-
lation to the reduction of its capital by a company,
and, if the Court thinks fit, the causes which led to
such reduction.

The minute required to be registered in the case of
reduction of capital shall show, in addition to the other
particulars required by law, the amount (if any) at the
date of the registration of the minute proposed to be
deemed to have been paid up on each share.

1 Sects. 9 to 20 thereof, ante p. 132 et seq.

2 In Sect. 10 thereof, ante p. 132. 1 /

5. Any company limited by shares may so far modify Power to
the conditions contained in its memorandum of associa- ''educe
tion, if authorised so to do by its regulations as origin- the can-
ally framed or as altered by special resolution, as to of "n^i^sued
reduce its capital by cancelling any shares which, at the shares.
date of the passing of such resolution, have not been

148 THE COMPANIES ACT, 1877.

taken or agreed to be taken by any person ; and tbe
provisions 1 of "The Companies Act, 1867," shall not
apply to any reduction of capital made in pursuance
of this section.

1 Sects. 9 to 20 thereof, ante p. 132.

Certified 6. And whereas it is expedient to make provision

documents ^^r the reception as legal evidence of certificates of
evidence incorporation other than the original certificates, and
25<fc26Vict. of certified copies of or extracts from any documents
S)&'3i Vict. ^^®^ ^^^ registered under the Companies Acts, 1862
c. 131. to 1877 : Be it enacted, that any certificate ^ of the

c!^26.*^ ^'^'^' incorporation of any company given by the registrar or
by any assistant registrar for the time being shall be
received in evidence as if it were the original certificate ;
and any copy of or extract from any of the documents '-^
or part of the documents kept and registered at any of
the offices for the registration of joint stock companies
in England, Scotland, or Ireland if duly certified to be
a true copy under the hand of the registrar or one of
the assistant registrars for the time being, and whom
it shall not be necessary to prove to be the registrar or
assistant registrar, shall, in all legal proceedings, civil
or criminal, and in all cases whatsoever, be received in
evidence as of equal validity with the original docu-
ment.

1 The Companies Act, 1900, Sect. 1, post p. 202.
'"^The Companies Act, 1862, Sect. 174 (5), ante p. 72.

THE COMPANIES ACT, 1879.

(42 & 43 Victoria, Chapter 76.)

1, This Act may be cited as the Companies Act, 1879. short title

2. This Act shall not apply to the Bank of England. Act not to

^' ^^ ^ ^ apply to

Bank of
England.

3. "This Act shall, so far as is consistent with the Act to be
tenor thereof, be construed as one with the Companies ^"^*™®*^
Acts, 1862, 1867, and 1877. 25&26Vict.

c. 89

30 & 31 Vict.

c. 131, and

40 & 41 Vict.

C.26.

4. Subject as in this Act mentioned, any company Registra-
registered before or after the passing of this Act as an tionanewof
unlimited company may register under the Companies 25 & 26 vict.
Acts, 1862 to 1879, as a limited company, or any com- ^q^'j^j vict.
pany already registered as a limited company may re- c. 131.
register under the provisions of this Act. c. 20.

The registration of an unlimited company as a ^^i^"^'^ ^ '*^*'
limited company in pursuance of this Act shall not
affect or prejudice any debts, liabilities, obligations, or
contracts incurred or entered into by, to, with, or on
behalf of such company prior to registration, and such
debts, liabilities, contracts, and obligations may be en-
forced in manner provided by Part VII. of the Com- 25&2t>vict.
panics Act, 1862,^ in the case of a company registering ^- ^^•
in pursuance of that Part.

iThe Companies Act, 1862, Sects. 195 and 196 (5), ante pp.
82, 83.

150

THE COMPANIES ACT, 1879.

Reserve Y 5. An unlimited company may, by the resolution ^
com^ny^ passcd by the members when assenting to registration
^idecf'^^ as a limited company under the Companies Acts, 1862
25 & 26 Vict, to 1879, and for the purpose of such registration, or
30 & 31 Vict, ottie^^wise, increase the nominal amount of its capital
c. 131. by increasing the nominal amount of each of its shares,

c. 26. ^^ ' Provided always, that no part of such increased
J2&43Vict. capital shall be capable of being called up, except in
the event of and for the purposes of the company being
wound up.

And, in cases where no such increase of nominal
capital may be resolved upon, an unlimited company
may, by such resolution as aforesaid, provide that a
portion of its uncalled capital shall not be capable of
being called up, except in the event of and for the pur-
poses of the company being wound up.

A limited company may by a special resolution
declare that any portion of its capital which has not
been already called up shall not be capable of being
called up, except in the event of and for the purpose
of the company being wound up ; and thereupon such
portion of capital shall not be capable of being called
up, except in the event of and for the purposes of the
company being wound up.

^ The Companies Act, 1862, Sect. 179 (5), ante p. 76.

6. A bank of issue registered as a limited company,,
either before or after the passing of this x\ct, shall not
be entitled to limited liability in respect of its notes ;
and the members thereof shall continue liable in re-
spect of its notes in the same manner as if it had been
registered as an unlimited company ; but in case the
general assets of the company are, in the event of the
company being wound up, insufficient to satisfy the
claims of both the note-holders and the general creditors,
then the members, after satisfying the remaining de-
mands of the note-holders, shall be liable to contribute
towards payment of the debts of the general creditors
a sum equal to the amount received by the note-holders
out of the general assets of the company.

Liability of
bank of
issue un-
limited in
respect of

THE COMPANIES ACT, 1879. 151

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

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

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

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

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

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

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

(6.) The auditor or auditors shall make a report to
the members on the accounts examined by him or
them, and on every balance sheet laid before the

152 THE COMPANIES ACT, 1879.

company in general meeting during his or their tenure
of office ; and in every such report shall state whether,
in his or their opinion, the balance sheet referred to in
the report is a full and fair balance sheet properly
drawn up, so as to exhibit a true and correct view of
the state of the company's affairs, as shown by the
books of the company ; and such report shall be read
before the company in general meeting.

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

iThe Companies Act, 1900, Sects. 21, 22, 23, post pp. 220, 221.

Signature 8. Every balance sheet submitted to the annual or
sheet.^"*'^ other meeting of the members of every banking com-
pany registered after the passing of this Act as a
limited company shall be signed by the auditor or
auditors, and by the secretary or manager (if any),
and by the directors of the company, or three of such
directors at the least.
Appiica- 9. On the registration, in pursuance of this Act, of

25*&26Vict ^ company which has been already registered, the
c. 89., registrar shall make provision for closing the former

c!^m.l and^' registration of the company, and may dispense with
*o&4ivict. the delivery to him of copies of any documents with
25 & 26 Vict, copies of which he was furnished on the occasion of
30* 31 Vict. *^® original registration of the company ; i but, save
c. 131., as aforesaid, the registration of such a company shall
c. 26.! and *^^^ place in the same manner and have the same
*2&43Vict. effect as if it were the first registration of that com-
pany under the Companies Acts, 1862 to 1879, and
as if the provisions of the Acts under which the com-
pany was previously registered and regulated had
been contained in different Acts of Parliament from
those under which the company is registered as a
limited company.

^The Companies Act, 1862, Sects. 183 to 185, ante p. 77 et

THE COMPANIES ACT, 1879. 153

10. A company authorised to register under this Privileges
Act may register thereunder and avail itself of the available
privileges conferred by this Act, notwithstanding any "j*^^^jj' .
provisions ^ contained in any Act of Parliament, royal constitution
charter, deed of settlement, contract of co-partnery, '^^ t^ompany-
<cost book regulations, letters patent, or other instru-
ment constituting or regulating the company.

^The Companies Act, 1862, Sect. 179 (1), (2), ante p. 75.

THE COMPANIES ACT, 1880.

(43 Victoria, Chapter 19.)

Short title. 1. This Act may be cited for all purposes as the-

Companies Act, 1880.
Construe- 2. This Act shall, so far as is consistent with the
25*&26 Vict tenor thereof, be construed as one with the Companies
c- 89., ■ Acts, 1862, 1867, 1877, and 1879.

oU cfc ol Vict.

c. 131.,

40 & 41 Vict.

c. 26.,

42 & 43 Vict.

c. 76. ^

Accumu- V 3^ When any Company has accumulated a sum of
raiy^^b^'^''**''^ undivided profits, which with the consent of the share-
returned holders may be distributed among the shareholders in
hoidere^in the form of a dividend or bonus, it shall be lawful for
of paid-up *^® Company, by special resolution, to return the
capital. same, or any part thereof, to the shareholders in re-
duction of the paid-up capital of the Company,^ the
unpaid capital being thereby increased by a similar
amount. The powers vested in the directors of making
calls upon the shareholders in respect of moneys un-
paid upon their shares shall extend to the amount of
the unpaid capital as augmented by such reduction.

1 The Companies Act, 1867, Sects. 9 to 20, ante p. 132 et seq.,.
and the Companies Act, 1877, Sects. .3, 4, ante pp. 146, 147.

Noresoiu- 4, No such Special resolution as aforesaid ^ shall
effect^tin ^ take effect until a memorandum, showing the particu-
have been^ lars ^ required by law in the case of a reduction of
registered, capital by Order of the court, shall have been produced
to and registered by the Eegistrar of Joint Stock Com-
panies.

^ Preceding Section.

2Tjje Companies Act, 1867, Sect. 15, ante p. 134, and the
Companies Act, 1877, Sect. 4, ante p. 147.

THE COMPANIES ACT, 1880. 155

5. Upon any reduction of paid-up capital made in Power to
pursuance of this Act, it shall be lawful for any share- hofder*'^^
holder, or for any one or more of several joint share- ^*^^™ ®?^
holders, within one month after the passing of the passing of
special resolution for such reduction, to require the trrequSe
Company to retain, and the Company shall retain Company
accordingly, the whole of the moneys actually paid moifeyspaid
upon the shares held by such person, either alone or JPJJf^j^^*''®^
jointly with any other person or persons, and which, such person,
in consequence of such reduction, would otherwise be
returned to him or them, and thereupon the shares in
respect of which the said moneys shall be so retained

shall, in regard to the payment of dividends thereon,
be deemed to be paid up to the same extent only as
the shares on which payment as aforesaid has been
accepted by the shareholders in reduction of their paid-
up capital, and the Company shall invest and keep
invested the moneys so retained in such securities
authorised for investment by trustees as the Company
shall determine, and upon the money so invested, or
upon so much thereof as from time to time exceeds
the amount of calls subsequently made upon the shares
in respect of which such moneys shall have been re-
tained, the Company shall pay such interest as shall be
received by them from time to time on such securities,
and the amount so retained and invested shall be held
to represent the future calls which may be made to
replace the capital so reduced on those shares, whether
the amount obtained on sale of the whole or such pro-
portion thereof as represents the amount of any call company
when made, produces more or less than the amount of amXnt?

such call. ^vhich

6. From and after such reduction of capital the holders
Company shall specify in the annual hsts of members, Jjui'r^edthem
to be made by them in pursuance of the twenty-sixth to retain
section i of the Companies Act, 1862, the amounts which ""30^10^" ^' '
any of the shareholders of the Company shall have specify
required the Company to retain, and the Company of profits
shall have retained accordingly, in pursuance of the JoSre-
lifth section of this Act, and the Company shall also holders,
specify in the statements of account laid before any c!'^.^^^**'**

156

THE COMPANIES ACT, 1880.

Power of
Registrar
to strike
names of
defunct
Companies
off register.

general meeting of the Company the amount of the
undivided profits of the Company which shall have
been returned to the shareholders in reduction of the
paid-up capital of the Company under this Act.
1 Ante p. 72.

7.^ — (1.) Where the Registrar of Joint Stock Com-
panies has reasonable cause to believe that a Company,
whether registered before or after the passing of this
Act, is not carrying on business or in operation, he
shall send to the Company by post a letter inquiring
whether the Company is carrying on business or in
operation.

(2.) If the Registrar does not within one month of
sending the letter receive any answer thereto, he shall
within fourteen days after the expiration of the month
send to the Company by post a registered letter re-
ferring to the first letter, and stating that no answer
thereto has been received by the Registrar, and that if
an answer is not received to the second letter within
one month from the date thereof, a notice will be pub-
lished in the Gazette with a view to striking the name
of the Company off the register.

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

(4.) At the expiration of the time mentioned in the
notice the Registrar may, unless cause to the contrary
is previously shown by such Company, strike the name
of such Company off the register, and shall publish
notice thereof in the Gazette, and on the publication
in the Gazette of such last-mentioned notice the Com-
pany whose name is so struck off shall be dissolved :
Provided that the liability (if any) of every director,

THE COMPANIES ACT, 1880. 157

inanaging officer, and member of the Company shall
continue and may be enforced as if the Company had
not been dissolved.

(5. ) If any Company or member [or creditor] thereof This .sub-
feels aggrieved by the name of such Company having aiter^^^
been struck off the register in pursuance of this sect, m {2)
section, the Company or member [or creditor] may panies^Aa,
apply to the superior court in which the Company is J^- p^ p-
liable to be v^ound up ; and such court, if satisfied that '
the Company was at the time of the striking off carry-
ing on business or in operation, [or otherwise] that it is
just so to do, may order the name of the Company to
be restored to the register, and thereupon the Company
shall be deemed to have continued in existence as if
the name thereof had never been struck off ; and the
court may by the order give such directions and make
such provisions as seem just for placing the Company
and all other persons in the same position as nearly as
may be as if the name of the Company had never been
struck off.

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

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

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

1 The Companies Act, 1900, Sect. 26 (1), post p. 222.

THE COMPANIES (COLONIAL EEGIS-
TERS) ACT, 1883.

(46 & 47 Victoria, Chapter 30.)

Short title
and con-
struction.

Definitions.

Power for
companies
to keep
colonial
registers.

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

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

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

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

THE COMPANIES ACT, 1883. 159

(3.) A colonial register shall, as regards the particu-
lars entered therein, be deemed to be a part of the
company's register of members, and shall be prima
facie evidence of all particulars entered therein. Any
such register shall be kept in the manner provided by
the Companies Acts, 1862 to 1880,^ with this qualifica-
tion, that the advertisement mentioned in section
thirty-three ^ of the Companies Acts, 1862, shall be
inserted in some newspaper circulating in the district
wherein the register to be closed is kept, and that any
competent court in the colony where such register is
kept shall be entitled to exercise the same jurisdiction
of rectifying the same as is by section thirty-five ^ of the
Companies Act, 1862, vested, as respects a register, in
England and Ireland in Her Majesty's superior courts
of law or equity, and that all offences under section 26 & 26 vict.
thirty- two ^ of the Companies Act, 1862, may, as regards ^' ^^*
a colonial register, be prosecuted summarily before
any tribunal in the colony where such register is kept
having summary criminal jurisdiction.

(4.) The company shall transmit to its registered
office a copy of every entry in its colonial register or
registers as soon as may be after such entry is made,
and the company shall cause to be kept at its registered
office, duly entered up from time to time, a duplicate
or duplicates of its colonial register or registers. The
provisions of section thirty- two ^ of the Companies Act,
1862, shall apply to every such duplicate, and every
such duplicate shall, for all the purposes of the Com-
panies Acts, 1862 to 1880, be deemed to be part of the
register of members of the company.

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

(6.) The company may discontinue to keep any

160 THE COMPANIES ACT, 1883.

colonial register, and thereupon all entries in that re-
gister shall be transferred to some other colonial register
kept by the company in the same colony, or to the
register of members kept at the registered office of the
company.

(7.) In relation to stamp duties the following pro-
visions shall have effect : —

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

^ I.e., in the Companies Act, 1862, Sects. 25 to 36, ante p. 11.
et seq., and (as to share warrants) in the Companies Act, 1867,
Sect. 31, ante p. 140.

'^ Ante p. 14.

■'Ante p. 15.

*Ante p. 14.

•-'But now see the Revenue Act, 1889 (52 & 53 Vict., c. 42);
Sect. 18.

THE COMPANIES (MEMOEANDUM
OF ASSOCIATION) ACT, 1890.

(53 & 54 Victoria, Chapter 62.)

1. — (1.) Subject to the provisions of this Act, a Power for
company registered under the Companies Acts, 1862 ^oSter'^
to 1886, may, by special resolution, alter the pro- objects or
visions ^ of its memorandum of association or deed of constitutioM
settlement, ^ with respect to the objects of the company subject to
so far as may be required for any of the purposes tion by
herein-after specified, ^ or alter the form of its con- '^""^"
stitution by substituting a memorandum and articles
of association for a deed of settlement, either with or
without any such alteration as aforesaid with respect
to the objects of the company, but in no case shall any
such alteration take effect until confirmed on petition
by the court * which has jurisdiction to make an order
for winding up the company.

(2.) Before confirming any such alteration the court
must be satisfied —

{a.) that sufficient notice has been given to every
holder of debentures or debenture stock of the
company, and any persons or class of persons
whose interests will, in the opinion of the court,
be affected by the alteration ; and
(6.) that, with respect to every creditor who in the
opinion of the court is entitled to object, and
who signifies his objection in manner directed
by the court, either his consent to the altera-
tion has been obtained or his debt or claim has
been discharged or has determined, or has
been secured to the satisfaction of the court.
Provided that the court may, in the case of any
person or class of persons, for special reasons, dispense
with the notice required by this section.

(3.) An order confirming any such alteration may be
made on such terms and subject to such conditions as

162 THE COMPANIES (MEMORANDUM OF

to the court seems fit, and the court may make such
orders as to costs as it deems proper.
j^ (4.) The court shall, in exercising its discretion under

this Act, have regard to the rights and interests of the
members of the company, or of any class of those
members, as well as to the rights and interests of the
creditors, and may, if it thinks fit, adjourn the pro-
ceedings in order that an arrangement may be made
to the satisfaction of the court for the purchase of the
interests of dissentient members ; and the court may
give such directions and make such orders as it may
think expedient for the purpose of facilitating any such
arrangement or carrying the same into effect : Pro-
vided always, that it shall not be lawful to expend
any part of the capital of the company in any such
purchase.

(5.) The court may confirm, either wholly or in part,

any such alteration as aforesaid with respect to the

objects of the company if it appears that the alteration

is required in order to enable the company —

(a.) To carry on its business more economically or

more efl&ciently ; or
(6.) To attain its main purpose by new or improved

means ; or
(c.) To enlarge or change the local area of its opera-
tions ; or
(d.) To carry on some business or businesses which
under existing circumstances may conveniently
or advantageously be combined with the busi-
ness of the company ; or
(e.) To restrict or abandon any of the objects speci-
fied in the memorandum of association or deed
of settlement.
Registra- iThe Companies Act, 1862, Sect. 12, ante p. 5.

together "" ^ The Companies Act, 1862, Sect. 196, ante p. 82, and Sect. 3
with memo- (3) hereof, post p. 163.
randumas sgub.gect. (5) of this Section.

liStutecl ^Specified in the Companies (Winding-up) Act, 1890, Sect. 1,
memoran- post p. 164.

articles** 2. — (1-) Where a company has altered the provisions

andconse- of its memorandum of association or deed of settlement
tSereS with respect to the objects of the company, or has

ASSOCIATION) ACT, 1890. 163

altered the form of its constitution by substituting a
memorandum and articles of association for a deed of
settlement, and such alteration has been confirmed by
the court, an office copy of the order confirming such
alteration, together with a printed copy of the memo-
randum of association or deed of settlement so altered,
or together with a printed copy of the substituted
memorandum and articles of association (as the case
may be), shall be delivered by the company to the
Eegistrar of Joint Stock Companies within fifteen days
from the date of the order, and the registrar shall
register the same, and shall certify under his hand the
registration thereof, and his certificate shall be con-
clusive evidence that all the requisitions of this Act
with respect to such alteration and the confirmation
thereof have been complied with, and thenceforth (but
subject to the provisions of this Act) the memorandum
or deed of settlement so altered shall be the memo-
randum of association or deed of settlement of the
company, or, as the case may be, such substituted
memorandum and articles of association shall apply to
the compan}^ in the same manner as if the company
were a company registered under Part I. of the Com-
panies Act, 1862, with such memorandum and articles
of association, and the company's deed of settlement
shall cease to apply to the company.

(2.) If a company makes default in delivering to the
registrar any document required by this Act to be de-
livered to him the company shall be liable to a penalty
not exceeding ten pounds for every day during which
it is in default.

3. — (1.) This Act may be cited as the Companies short title
(Memorandum of Association) Act, 1890. ^"^ ^{i^-

(2.) This Act and the Companies Acts, 1862 to 1886, ' ''""
shall be construed as one Act, and may be cited
collectively as the Companies Acts, 1862 to 1890.

(3.) In this Act the expression " deed of settlement "
includes any contract of co-partnery or other instru-
ment constituting or regulating the company and not
being an Act of Parliament, a royal charter or letters
patent.

THE COMPANIES (WINDING-UP)
ACT, 1890.

Jurisdic- 1, — (1.) The courts haviijg jurisdiction to wind up

up°om^'"^ companies in England and Wales shall be the High

panies. Gourt, the chancery courts of the counties palatine

of Lancaster and Durham, the county courts, and the

Stannaries court.

(2.) Where the amount of the capital of a company
paid up or credited as paid up exceeds ten thousand
pounds, a petition to wind up the company or to con-
tinue the winding up of the company under the super-
vision of the court shall be presented to the High
Court, or, in the case of a company situate within the
jurisdiction of either of the palatine courts aforesaid,
either to the High Court or to the palatine court having
jurisdiction.

(3.) Where the amount of the capital of a company
paid up or credited as paid up does not exceed ten
thousand pounds, and the registered office of the com-
pany is situate within the jurisdiction of a county court
having jurisdiction under this Act, a petition to wind
up the company or to continue the winding up of the
company under the supervision of the court shall be
presented to that county court.

(4.) Provided that where a company "is formed for
working mines within the Stannaries and is not shown
to be actually working mines beyond the limits of the
Stannaries, or to be engaged in any other undertaking
beyond those limits, or to have entered into a contract
for such working or undertaking, a petition to wind up
the company or to continue the winding up of the
company under the supervision of the court shall be

THE COMPANIES (WINDING-UP) ACT, 1890. 165

presented to the Stannaries court whatever may be
the amount of the capital of the company and where-
ever the registered office of the company is situate.

(5.) The Lord Chancellor may by order exclude a
county court from having jurisdiction under this Act,
and for the purposes of such jurisdiction may attach
its district, or any part thereof, to the High Court or
to any other county court, and may revoke or vary
any such order. In exercising his powers under this
section the Lord Chancellor shall provide that a county
court shall not have jurisdiction under this Act unless
it has for the time being jurisdiction in bankruptcy.

(6.) Every court having jurisdiction under this Act
to wind up a company shall for the purposes of that
jurisdiction have all the powers of the High Court, and
every prescribed officer of the court shall perform any
duties which an officer of the High Court may dis-
charge by order of the judge thereof or otherwise in
relation to the winding up of a company.

(7.) Nothing in this section shall invalidate a pro-
ceeding by reason of its being taken in a wrong court.

2. Subject to general rules and to orders of transfer conduct of
made under the authority of the Supreme Court of bis-JJeS m
Judicature Act, 1873, and the Acts amending it, the High court,
jurisdiction of the High Court under this Act shall, as l^m^'^^^^^'
the Lord Chancellor may from time to time by general
order direct, be exercised, either generally or in speci-
fied classes of cases, either by such judge or judges of
the Chancery Division of the High Court as the Lord
Chancellor may assign to exercise that jurisdiction, or
by the judge who, for the time being, exercises the
bankruptcy jurisdiction of the High Court.

3. — (1.) The winding up of a company or any pro- Transfer of
ceedings therein may at any time and at any stage, Sigs.*^'
and either with or without application from any of the
parties thereto, be transferred from one court to another
court, or may be retained in the court in which the
proceedings were commenced, although it may not
be the court in which the proceedings ought to have
been commenced.

166 THE COMPANIES (WINDING-UP) ACT, 1890.

(2.) The powers of transfer given by the foregoing
provisions of this section may, subject to and in accord-
ance with general rules, be exercised by the Lord
Chancellor or by any judge of the High Court having
jurisdiction under this Act, or, as regards any case
within the jurisdiction of any other court, by the judge
of that court.

(3.) If any question arises in any winding up proceed-
ing in a county court or in the Stannaries court which
all the parties to the proceeding, or which one of them
and the judge of the court, may desire to have deter-
mined in the first instance in the High Court, the judge
shall state the facts in the form of a special case for
the opinion of the High Court, and thereupon the
special case and the proceedings, or such of them as
may be required, shall be transmitted to the High
Court for the purposes of the determination.
Provisions 4. — (1.) On an order being made by the court for
dator.^^**"^" winding up a company the officer herein-after men-
tioned 1 shall, by virtue of his office, become the provi-
sional liquidator 2 of the company, and shall continue
to act as such until he or another person becomes
liquidator and is capable of acting as such.

(2.) The said officer shall be the official receiver, if
any, attached to the court for bankruptcy purposes, or
if there is more than one such official receiver, then
such one of them as the Board of Trade may appoint,
or, if there is no such official receiver, then an officer
appointed for the purpose by the Board of Trade. Any
such officer shall for the purpose of his duties under
this Act be styled the official receiver.

(3.) When a person other than the official receiver
is appointed liquidator of a company he shall be styled
liquidator and not official liquidator of the company,
and the provisions of the Companies Acts ^ relating to
the official liquidator shall, in their application to him,
be construed as if the word "official" were omitted
therefrom. Such a person shall not be capable of
acting as liquidator until he has notified his appoint-
ment to the registrar of joint stock companies and

THE COMPANIES (WINDING-UP) ACT, 1890, 167

given security in the manner prescribed to the satis-
faction of the Board of Trade. He shall give the
official receiver such information and such access to
and facilities for inspecting the books and documents
of the company, and generally such aid, as may be
requisite for enabling that officer to perform his duties
under this Act.

(4.) If any vacancy occurs in the office of liquidator
of a company, the official receiver shall, by virtue of
his office, be the liquidator during the vacancy.

(5.) The official receiver may be appointed by the
court provisional liquidator ^ of the company at any
time after the presentation of a petition and before a
winding-up order has been made.

(6.) Where an application is made to the court to
appoint a receiver on behalf of the debenture holders
or other creditors of a company the official receiver
may be so appointed.

^ Next sub-section.

2 The Companies Act, 1862, Sect. 85, ante p. 37.
3 The Companies Act, 1862, Sects. 92 to 96, ante p. 39 et
seq., and Sect. 203, ante p. 89.

^ The Companies Act, 1862, Sect. 85, ante p. 37.

5. — (1.) Where the official receiver becomes the Power to
liquidator of a company, v^hether provisionally or I^q^I^i
otherwise, he may, if satisfied that the nature of the manager.
estate or business of the company, or the interests of
the creditors or contributories generally, require the
appointment of a special manager of the estate or
business of the company other than himself, apply to
the court to, and the court may on such application,
appoint a special manager thereof during such time as
the court may direct, with such powers, including any
of the powers of a receiver or manager, as may be
entrusted to him by the court.

(2.) The special manager shall give such security
and account in such manner as the Board of Trade
direct.

(3.) The special manager shall receive such remunera-
tion as may be fixed by the court.

168 .THE COMPANIES (WINDING-UP) ACT, 1890.

Meeting of
creditors.

Statement
of com-
pany's
affairs.

6. — (1.) When the court has made an order for
winding up a company the ofl&cial receiver shall sum-
mon separate meetings of the creditors and contribu-
tories of the company for the purpose of —

(a) determining whether or not an application is to

be made to the court for appointing a liquida-
tor in the place of the official receiver ; and

(b) determining whether or not an application is to

be made to the court for the appointment of a
committee of inspection to act with the liqui-
dator, and who are to be the members of such
committee if appointed.
The court may make any appointment and order
required to give effect to any such determination, and
if there is a difference between the determinations of
the meetings of the creditors and contributories in re-
spect of any of the matters mentioned in the foregoing
provisions the court shall decide the difference and
make such order thereon as the court may think fit.
(2.) The provisions of the First Schedule ^ to this
Act shall, subject to such modifications as may be
made therein by general rules, apply to any meeting
summoned in pursuance of this section.

(3.) In case a liquidator is not appointed by the
court the official receiver shall be the liquidator of the
Company.

^Post p. 186.

7. — (1.) Where the court has made an order for
winding up a company, there shall be made out and
submitted to the official receiver a statement as to the
affairs of the company in the prescribed form, verified
by affidavit, and showing the particulars of the assets,
debts, and liabilities of the company, the names, resi-
dences, and occupations of the creditors of the company,
the securities held by them respectively, the dates when
the securities were respectively given, and such further
or other information as may be prescribed or as the
official receiver may require.

(2.) The statement shall be submitted and verified

THE COMPANIES (WINDING-UP) ACT, 1890. 169

iby one or more of the persons who are at the time of
the winding-up order the directors and by the person
who is at that time the secretary or other chief officer
of the company, or by such of the persons being or
or having been directors or officers of the company or
having taken part in the formation of the company at
any time within one year before the order for winding
up the company, as the official receiver, subject to the
direction of the court, may require to submit, and
verify the same.

(3.) The statement shall be submitted within four-
teen days from the date of the order, or within such
extended time as the official receiver or the court may
for special reasons appoint.

(4.) Any person making or concurring in making
the statement and affidavit required by this section
shall be allowed, and shall be paid by the official
receiver, out of the assets of the company, such costs
and expenses incurred in and about the preparation
a,nd making of such statement and affidavit as the
official receiver may consider reasonable, subject to an
appeal to the court.

(5.) If any person, without reasonable excuse, makes
default in complying with the requirements of this
section, he shall be liable to a fine not exceeding
ten pounds for every day during which the default
•continues.

(6.) Any person stating himself in writing to be a
creditor or contributory of the company shall be entitled
toy himself or by his agent at all reasonable times, on
payment of the prescribed fee, to inspect the statement
■submitted in pursuance of this section, and to a copy
thereof or extract therefrom. But any person untruth-
fully so stating himself to be a creditor or contributory
shall be guilty of a contempt of court and shall be
punishable accordingly on the application of the liqui-
dator or of the official receiver.

8. — (1.) Where the court has made an order for Jf^^^^g
winding up a company, the official receiver shall, as and pro-
soon as practicable after receipt of the statement of thereupon

on
np

170 THE COMPANIES (WINDING-UP) ACT, 1890.

the company's affairs, submit a preliminary report to-
the court —

{a) as to the amount of capital issued, subscribed,.

and paid up, and the estimated amount of

assets and liabilites; and

(b) if the company has failed, as to the causes of the

failure ; and

able as to any matter relating to the promotion,
formation, or failure of the company, or the
conduct of the business thereof.

(2.) The official receiver may also, if he thinks fit,.
make a further report, or further reportb, stating the
manner in which the company was formed and whether
in his opinion any fraud has been committed by any
person in the promotion or formation of the company
or by any director or other officer of the company in
relation to the company since the formation thereof,
and any other matters which in his opinion it is desir-
able to bring to the notice of the court.

(3.) The court may, after consideration of any such
report, direct that any person who has taken any part
in the promotion or formation of the company, or has
been a director or officer of the company, shall attend
before the court on a day appointed by the court for
that purpose, and be publicly examined as to the pro-
motion or formation of the company, or as to the con-
duct of the business of the company, or as to his
conduct and dealings as director or officer of the
company.

(4.) The official receiver shall take part in the ex-
amination, and for that purpose may, if specially
authorised by the Board of Trade in that behalf, employ
a solicitor with or without counsel.

(5.) The liquidator where the official receiver is not
the liquidator and any creditor or contributory of the
company may also take part in the examination either
personally or by solicitor or council.

(6.) The court may put such questions to the person
examined as to the court may seem expedient.

THE COMPANIES (WINDING-UP) ACT, 1890. 171

(7.) The person examined shall be examined on oath^
and it shall be his duty to answer all such questions
as the court may put or allow to be put to him. The
person examined shall at his own cost, prior to such
examination, be furnished with a copy of the official
receiver's report, and shall also at his own cost be en-
titled to employ at such examination a solicitor with
or without counsel, who shall be at liberty to put such
questions to the person examined as the court may
deem just for the purpose of enabling that person to
explain or qualify any answers given by him. Pro-
vided always, that if such person is, in the opinion of
the court, exculpated from any charges made or sug-
gested against him, the court may allow him such costs-
as the court in its discretion may think fit. Notes of
the examination shall be taken down in writing, and
shall be read over to or by, and signed by, the person
examined, and may thereafter be used in evidence
against him. They shall also be open to the inspection
of any creditor or contributory of the company at all
reasonable times.

(8.) The court may, if it thinks fit, adjourn the
examination from time to time,

(9.) A public examination under this section may, if
the court so directs, and subject to general rules, be
held before any judge of county courts, or before any
officer of the Supreme Court, being an official referee,
master, registrar in bankruptcy, or chief clerk, or be-
fore any district registrar ©f the High Court named for
the purpose by the Lord Chancellor, or in the case of
companies being wound up by a Palatine court, before
a registrar of that court, and the powers of the court
under sub-sections six, seven, and eight of this section
may (except as to costs) be exercised by the person
before whom the examination is held.

9. — (1.) A committee of inspection appointed in pur- committee
suance of this Act shall consist of persons being creditors ^(^^^^^
or contributories of the company or persons holding
general powers of attorney from such persons in such
proportions as may be agreed on by the meetings of

172 THE COMPANIES (WINDING-UP) ACT, 1890.

creditors and contributories ^ or as, in case of difiference,
may be determined by the court.

(2.) The committee of inspection shall meet at such
times as they from time to time appoint, and, failing
such appointment, at least once a month ; and the
liquidator or any member of the committee may also
call a meeting of the committee as and when he thinks
necessary.

(3.) The committee may act by a majority of their
members present at a meeting, but shall not act unless
a majority of the committee are present at the meeting.

(4.) Any member of the committee may resign his
office by notice in writing signed by him, and delivered
to the liquidator.

(5.) If a member of the committee becomes bankrupt,
or compounds or arranges with his creditors, or is absent
from five consecutive meetings of the committee with-
out the leave of those members of the committee who
together with himself represent the creditors or con-
tributories as the case may be, his office shall thereupon
•become vacant.

(6.) Any member of the committee representing
creditors may be removed by an ordinary resolution at
any meeting of creditors of which seven days' notice
has been given, stating the object of the meeting. Any
member of the committee representing contributories
may be removed by an ordinary resolution at any
meetings of contributories, of which seven days' notice
has been given stating the object of the meeting.

(7.) On a vacancy occurring in the office of a member
of the committee, the liquidator shall forthwith summon
a meeting of creditors or of contributories, as the case
may require, for the purpose of filling the vacancy, and
the meeting may, by resolution, re-appoint the same
or appoint another creditor or contributory to fill the
vacancy.

(8.) The continuing members of the committee, pro-
vided there be not less than two such continuing
members, may act notwithstanding any vacancy in
their body.

THE COMPANIES (WINDING-UP) ACT, 1890. 173

(9.) If there be no committee of inspection, any act
or thing or any direction or permission by this Act
authorised or required to be done or given by the com-
mittee may be done or given by the Board of Trade
on the appUcation of the Hquidator.

1 Sect. 6 hereof, ante p. 168, and 23 ()l),post p. 181.

10. — (1-) Where in the course of the winding up of Power of
a company under the Companies Acts it appears that assess**^
any person who has taken part in the formation or pro- damages
motion of the company, or any past or present director, delinquent
manager, Hquidator, or other officer of the company, has oScerrand
misapphed or retained or become Uable or accountable promoters,
for any monies or property of the company, or been
guilty of any misfeasance or breach of trust in relation
to the company, the court may, on the application
of the official receiver, or of the liquidator of the
company, or of any creditor or contributory of the
company, examine into the conduct of such promoter,
director, manager, liquidator, or other officer of the
company, and compel him to repay ^ any moneys or
restore any property so misapplied or retained, or for
which he has become liable or accountable, together
with interest after such rate as the court thinks just,
or to contribute such sums of money to the assets of
the company by way of compensation in respect of
such misapplication, retainer, misfeasance, or breach
of trust as the court thinks just.

(2.) The provisions of this section shall apply in the
winding up of any company under the Companies Acts
whether the same is being wound up by or subject
to the supervision of the court or is being wound up
voluntarily, and whether the winding up commenced
before or after the passing of this Act, and notwith-
standing that the offence is one for which the offender
may be criminally responsible.

1 The Companies (Winding-up) Act, 1893, post p. 199.

11, — (1.) An account, called the Companies Liqui- Payment of
dation Account, shall be kept by the Board of Trade gankVf"^
with the Bank of England, and all monies received England.

174 THE COMPANIES (WINDING-UP) ACT, 1890.

by the Board of Trade in respect of proceedings under
this Act shall be paid to that account.

(2.) Every liquidator of a company which is being
wound up by order of the court shall, in such manner
and at such times as the Board of Trade, with the
concurrence of the Treasury, direct, pay the money
received by him to the Companies Liquidation Account
at the Bank of England, and the Board of Trade shall
furnish him with a certificate of receipt of the money
so paid.

(3.) Provided that, if the committee of inspection
satisfy the Board of Trade that for the purpose of
carrying on the business of the company or of obtaining
advances, or for any other reason, it is for the advantage
of the creditors or contributories that the liquidator
should have an account with any other Bank, the
Board of Trade shall, on the application of the com-
mittee of inspection, authorise the liquidator to make
his payments into and out of such other Bank as the
committee may select, and thereupon those payments
shall be made in the prescribed manner.

(4.) If any such liquidator at any time retains for
more than ten days a sum exceeding fifty pounds, or
such other amount as the Board of Trade in any par-
ticular case authorise him to retain, then, unless he
explains the retention to the satisfaction of the Board
of Trade, he shall pay interest on the amount so retained
in excess at the rate of twenty pounds per centum per
annum, and shall be liable to disallowance of all or such
part of his remuneration as to the Board shall seem
just, and to be removed from his office by the Board,
and shall be liable to pay any expenses occasioned by
reason of his default.

(5.) All payments out of money standing to the
credit of the Board of Trade in the Companies Liqui-
dation Account shall be made by the Bank of England
in the prescribed manner.

(6.) No liquidator of a company which is being wound
up by order of the court shall pay any sums received
by him as liquidator into his private banking account.

THE COMPANIES (WINDING-UP) ACT, 1890. 175

12. — (1.) The liquidator of a company which is being Powers of
wound up by the court may, with the sanction either i^^"^^^*^'^-
of the court or of the committee of inspection, carry on
the business of the company, or bring or defend any
legal proceeding in the name and on behalf of the com-
pany, or exercise any of the powers conferred by section
one hundred and fifty-nine ^ or section one hundred and
^ixty 2 of the Companies Act, 1862.

(2.) The liquidator of any such company may, with-
out the sanction of the court or of the committee of 25&26Vict.
inspection, exercise any of the other powers conferred ^'^^'
on the liquidator by section ninety-five^ of the Com-
panies Act, 1862.

(3.) The exercise by the liquidator of the powers
referred to in this section shall be subject to the control
of the court, and any creditor or contributory may
apply to the court with respect to any exercise or
proposed exercise of any of those powers.

(4.) The liquidator of a company which is being
wound up by order of the court may, with the sanction
either of the court or of the committee of inspection,
•employ a solicitor or other agent to take any proceed-
ings or do any business which the liquidator is unable
to take or do himself. The sanction aforesaid must
be a sanction obtained before the employment, except
in cases of urgency, and in such cases it must be
shown that no undue delay took place in obtaining
the sanction.

1 Ante p. 64. 2 ^^^^ p^ 55. 3 ^^^ p^ 49.

13. General rules may be made for requiring or Delegation
enabling all or any of the powers and duties conferred da&of
and imposed on the court by sections ninety-one, certain
ninety-eight, ninety-nine, one hundred, one hundred cS!^ ^
•and two, and one hundred and seven of the Companies
Act, 1862,1 to be exercised or performed by the liqui-
dator as an officer of the court, and subject to the
control of the court.

Provided that the liquidator shall not, without the
special leave of the court, rectify the register of members,

176 THE COMPANIES (WINDING-UP) ACT, 1890.

and shall not make any call without either the special
leave of the court or the sanction of the committee of
inspection.

' Ante p. 38 et seq.

j»ower for 14. Where a company is being wound up voluntarily
Sverto ^^ subject to the supervision of the court, the official
apply as to receiver attached to the court having jurisdiction to
winding up. wind up the company may present a petition that the
company be wound up by the court, and thereupon,
if the court is satisfied that the voluntary winding up
or winding up subject to supervision cannot be con-
tinued with due regard to the interest of the creditors
or contributories, it may make an order that the com-
pany be wound up by the court.
Information 15. — (1.) If the winding up of a company is not
fng^iiqui"-^ concluded within one year after its commencement,
dations. the liquidator of the company shall, at such intervals
as may be prescribed, until the winding up is con-
cluded, send to the registrar of joint stock companies
a statement in the prescribed form and containing the
prescribed particulars with respect to the proceedings
in and position of the liquidation. Any person stating
himself in writing to be a creditor or contributory of
the company shall be entitled, by himself or by his
agent at all reasonable times, on payment of the pre-
scribed fee, to inspect the statement submitted in
pursuance of this section, and to a copy thereof, or
extract therefrom. But any person untruthfully so
stating himself to be a creditor or contributory shall
be guilty of a contempt of court, and shall be punishable
accordingly on the application of the liquidator or of
the official receiver.

(2.) If a liquidator makes default in complying with
the requirements of this section he shall be liable to
a fine not exceeding fifty pounds for each day during
which the default continues.

(3.) If it appears from any such statement or other-
wise that any liquidator of a company has in his hands
or under his control any money representing unclaimed

THE COMPANIES (WINDING-UP) ACT, 1890. 177

or undistributed assets of the company which have re-
mained unclaimed or undistributed for six months after
the date of their receipt, the Hquidator shall forthwith
pay the same to the Companies Liquidation Account
at the Bank of England. Every such liquidator shall
be entitled to the prescribed certificate of receipt for
the moneys so paid, and that certificate shall be an
effectual discharge to him in respect thereof.

(4.) For the purpose of ascertaining and getting in any
money payable into the Bank of England in pursuance
of this section, the like powers may be exercised and
by the like authority as are exerciseable under section
one hundred and sixty-two of the Bankruptcy Act, 1883,
for the purpose of ascertaining and getting in the sums,
funds, and dividends referred to in that section.

(5.) Any person claiming to be entitled to any money
paid into the Bank of England in pursuance of this
section may apply to the Board of Trade for payment
of the same, and the Board of Trade may, on a cer-
tificate by the liquidator that the person claiming is
entitled, make an order for the payment to that person
of the sum due. Any person dissatisfied with the
decision of the Board of Trade in respect of any claim
made in pursuance of this section may appeal to the
High Court.

(6.) This section shall apply whether the winding
up of the company has commenced before or after the
commencement of this Act.

16. — (1.) Whenever the cash balance standing to the investment
credit of the Companies Liquidation Account is in excess funKn
of the amount which in the opinion of the Board of general
Trade is required for the time being to answer demands ^^^^^^ '
in respect of companies' estates, the Board of Trade
shall notify the same to the Treasury, and shall pay
over the same or any part thereof, as the Treasury
may require, to the Treasury, to such account as the
Treasury may direct, and the Treasury may invest
the said sums, or any part thereof, in Government
securities, to be placed to the credit of the said account.

(2.) Whenever any part of the money so invested is,
12

178 THE COMPANIES (WINDING-UP) ACT, 1890.

in the opinion of the Board of Trade, required to answer
any demands in respect of companies' estates, the Board
of Trade shall notify to the Treasury the amount so
required, and the Treasury shall thereupon repay to the
Board oif Trade such sum as may be required to the
credit of the Companies Liquidation Account, and for
that purpose may direct the sale of such part of the
said securities as may be necessary.

(3.) The dividends on the investments under this
section shall be paid to such account as the Treasury
may direct, and regard shall be had to the amount thus
derived in fixing the fees payable in respect of proceed-
ings in the winding up of companies.
Separate 17. — (1.) An account shall be kept by the Board of

particuS,r* Trade of the receipts and payments in the winding up
estates. of each company, and when the cash balance standing
to the credit of the account of any company is in excess
of the amount which, in the opinion of the committee
of inspection, is required for the time being to answer
demands in respect of that company's estate, the Board
of Trade shall, on the request of the committee, invest
the amount not so required in Government securities,
to be placed to the credit of the said account for the
benefit of the said company.

(2.) Whenever any part of the money so invested is,
in the opinion of the committee of inspection, required
to answer any demands in respect of the estate of the
company of the assets of which the money so invested
formed part, the Board of Trade shall, on the request
of the committee, raise such sum as may be required
by the sale of such part of the said securities as may
be necessary.

(3.) The dividends on the investments made under

this section shall be paid to the credit of the company

of the assets of which the money so invested formed

part.

Interests 18. When the balance at the credit of any company's

oj^^aiances account in the hands of the Board of Trade exceeds

thousand two thousand pounds, and the liquidator gives notice

pounds. ^Q ^Yie Board of Trade that the excess is not required

THE COMPANIES (WINDING-UP) ACT, 1890. 179

for the purposes of the liquidation, then such company
shall be entitled to interest upon such excess at the rate
of two per centum per annum.

19. The Treasury may from time to time issue to Certain
the Board of Trade in aid of the votes of Parhament, g^f^f **
out of the receipts arising from fees, fee stamps, and applied in
dividends on investments by the Treasury under this penditure.
Act, any sums which may be necessary to meet the
charges estimated by the Board of Trade in respect of
salaries and expenses under this Act.

20. — (1-) Every liquidator of a company which is Audit of
being wound up by order of the court shall, at such accounts.*^^
times as may be prescribed, but not less than twice in
each year during his tenure of office, send to the Board
of Trade, or as they direct, an account of his receipts
and payments as such liquidator.

(2.) The account shall be in a prescribed form, shall
be made in duplicate, and shall be verified by a statu-
tory declaration in the prescribed form.

(3.) The Board of Trade shall cause the accounts so
sent to be audited, and for the purpose of the audit the
liquidator shall furnish the Board with such vouchers
and information as the Board may require, and the
Board may at any time require the production of and
inspect any books or accounts kept by the liquidator.

(4.) When any such account has been audited, one
copy thereof shall be filed and kept by the Board, and
the other copy shall be filed with the court, and each
copy shall be open to the inspection of any creditor, or
of any person interested.

(5.) The Board of Trade shall cause the account or a
summary thereof when audited to be printed, and shall
send a printed copy thereof by post to every creditor
and contributory.

21. Every liquidator of a company which is being Books to
wound up by order of the court shall keep, in manner uq^^tor!
prescribed, proper books in which he shall from time to
time cause to be made entries or minutes of proceedings
at meetings, and of such other matters as may be pre-
scribed, and any creditor or contributory of the company

180 THE COMPANIES (WINDING-UP) ACT, 1890.

Release of
liquidators.

Discre-
tionary
I)owers of
liquidator
and control
thereof.

may, subject to the control of the court, personally or
by his agent inspect any such books.

22. — (1.) When the liquidator of a company which
is being wound up by order of the court has realised all
the property of the company, or so much thereof as can,
in his opinion, be realised without needlessly protract-
ing the liquidation, and distributed a final dividend, if
any, to the creditors, and adjusted the rights of the
contributories between themselves, and made a final
return, if any, to the contributories, or has resigned, or
has been removed from his office, the Board of Trade
shall, on his application, cause a report on his accounts
to be prepared, and, on his complying with all the
requirements of the Board, shall take into considera-
tion the report, and any objection which may be urged
by any creditor, or contributory, or person interested
against the release of the liquidator, and shall either
grant or withhold the release accordingly, subject
nevertheless to an appeal to the High Court.

(2.) Where the release of a liquidator is withheld the
court may, on the application of any creditor, or con-
tributory, or person interested, make such order as
it thinks just, charging the liquidator with the con-
sequences of any act or default he may have done or
made contrary to his duty.

(3.) An order of the Board releasing the liquidator
shall discharge him from all liability in respect of any
act done or default made by him in the administration
of the affairs of the company, or otherwise in relation
to his conduct as liquidator, but any such order may
be revoked on proof that it was obtained by fraud or
by suppression or concealment of any material fact.

(4.) Where the liquidator has not previously resigned
or been removed, his release shall operate as a removal
of him from his office.

23. — (1.) Subject to the provisions of the Companies
Acts, the liquidator of a company which is being wound
up by order of the court shall, in the administration of
the property of the company and in the distribution
thereof amongst its creditors, have regard to any direc-

THE COMPANIES (WINDING-UP) ACT, 1890. 181

tions that may be given by resolution of the creditors
or contributories at any general meeting, or by the
committee of inspection, and any directions so given
by the creditors or contributories at any general meet-
ing shall in case of conflict be deemed to override any
directions given by the committee of inspection.

(2.) The liquidator may from time to time summon
general meetings of the creditors or contributories for
the purpose of ascertaining their wishes, and it shall
be his duty to summon meetings at such times as the
creditors or contributories, by resolution, either at the
meeting appointing the liquidator or otherwise, may
direct, or whenever requested in writing to do so by
one-tenth in value of the creditors or contributories as
the case may be.

(3.) The liquidator may apply to the court in manner
prescribed for directions in relation to any particular
matter arising under the winding up.

(4.) Subject to the provisions of the Companies Acts,
the liquidator shall use his own discretion in the
management of the estate and its distribution among
the creditors.

24. If any person is aggrieved by any act or decision Appeal
of the liquidator of a company which is being wound against*
up by order of the court, he may apply to the court, liquidator,
and the court may confirm, reverse, or modify the act
or decision complained of, and make such order in the
premises as it thinks just.

25. — (1.) The Board of Trade shall take cognizance control of
of the conduct of liquidators of companies which are fradeover
being wound up by order of the court, and in the event liquidators,
of any such liquidator not faithfully performing his
duties and duly observing all the requirements imposed
on him by statute, rules, or otherwise, with respect to
the performance of his duties, or in the event of any
complaint being made to the Board by any creditor or
contributory in regard thereto, the Board shall inquire
into the matter, and take such action thereon as may
be deemed expedient.

(2.) The Board may at any time require any liqui-

182 THE COMPANIES (WINDING-UP) ACT, 1890.

dator of a company which is being wound up by order
of the court to answer any inquiry made by them in
relation to any winding up in which the Hquidator is
engaged, and may, if the Board think fit, apply to
the court to examine on oath the liquidator or any
other person concerning the winding up,

(3.) The Board may also direct a local investigation
to be made of the books and vouchers of the liquidator
of any company which is being wound up by order of
the court.
?S'and 26.— (1.) The Lord Chancellor may, with the con-
fees, currence of the President of the Board of Trade, make
general rules for carrying into effect the objects of this
Act.

(2.) All general rules made under the foregoing pro-
visions of this section shall be laid before Parliament
within three weeks after they are made, if Parliament
is then sitting, and if Parliament is not sitting, within
three weeks after the beginning of the next session of
Parliament, and shall be judiciously noticed, and shall
have effect as if enacted by this Act.

(3.) Any general rule made under this sectioD shall
not come into operation until the expiration of one
month after the rule has been made and issued.

(4.) There shall be paid in respect of the proceed-
ings under this Act such fees as the Lord Chancellor
may, with the sanction of the Treasury, direct, and the
Treasury may direct by whom and in what manner
the same are to be collected and accounted for, and to
what account they are to be paid.

(5.) x^ll rules made and directions given by the Lord
Chancellor under the foregoing provisions of this sec-
tion shall be adopted by the authority for the time
being empowered to make rules for regulating the
practice or procedure in the chancery court of the
County Palatine of Lancaster, but as so adopted shall
have effect with the substitution of the words " vice-
chancellor " for the word "judge," and the word
"registrar" for the words "chief clerk," and of the
words "chambers of the registrar" for the words

THE COMPANIES (WINDING-UP) ACT, 1890. 183

" chambers of the judge " and ** judge's chambers,"
and any directions as to the remuneration to be allowed
to officers of that court in respect of proceedings under
this Act shall be subject to the sanction of the Chan-
cellor of the Duchy and County Palatine of Lancaster.

27. — (1.) The Board of Trade may, with the ap- officers and
proval of the Treasury, appoint such additional officers S""®^'
as may be required by the Board for the execution of
this Act, and may dismiss any person so appointed.

(2.) The Board of Trade, with the concurrence of the
Treasury, shall direct whether any and what remunera-
tion is to be allowed to any officer of, or person at-
tached to, the Board of Trade, performing any duties
under this Act, and may vary, increase, or diminish
such remuneration as they may think fit.

(3.) The Lord Chancellor, with the concurrence of
the Treasury, shall direct whether any and what re-
muneration is to be allowed to any person (other than
an officer of the Board of Trade) performing any duties
under this Act, and may vary, increase, or diminish
such remuneration as he may think fit.

28. — (1-) The Treasury shall annually cause to be Annnai
prepared and laid before both Houses of Parhament recSpteand
an account for the year ending with the thirty-first day expenditure
of March, showing the receipts and expenditure during JJ} Sffiig
that year in respect of proceedings under this Act, "j^l*™*
whether commenced under this or any previous Act, 38&"39Vict.
and the provisions of section twenty-eight of the ^' ^^"
Supreme Court of Judicature Act, 1875, shall apply
to the account as if the account had been required
by that section.

(2.) The accounts of the Board of Trade under this
Act shall be audited in such manner as the Treasury
direct, and, for the purpose of the account to be laid
before Parliament, the Board of Trade shall make such
returns and give such information as the Treasury
direct.

29. — (1.) The officers of the courts acting in theReturasby
winding up of companies shall make to the Board of "
Trade such returns of the business of their respective

184 THE COMPANIES (WINDING-UP) ACT, 1890.

courts and ofl&ces, at such times and in such manner
and form as may be prescribed, and from such returns
the Board of Trade shall cause books to be prepared
which shall, under the regulations of the Board, be open
for public information and searches.

(2.) The Board of Trade shall also cause a general
annual report of all matters, judicial and financial,
within this Act to be prepared and laid before both
Houses of Parliament.
Proceedings 30. — (1.) All documents purporting to be orders or
XriSe^* ^^ certificates made or issued by the Board of Trade and
to be sealed with the seal of the Board, or to be signed
by a secretary or assistant secretary of the Board, or
any person authorised in that behalf by the President
of the Board, shall be received in evidence and deemed
to be such orders or certificates without further proof
unless the contrary is shown.

(2.) A certificate signed by the President of the
Board of Trade that any order made, certificate issued,
or act done, is the order, certificate, or act of the Board
of Trade, shall be conclusive evidence of the fact so
certified.
AppUcation 31. — (1.) This Act shall not, except where it is ex-
of Act. pressed to have a more extended apphcation, apply to
any company which is being wound up in pursuance of
an order made before the commencement of this Act.

(2.) For the purposes of this Act a company shall
not be deemed to be wound up by order of the court if
the order is to continue a winding up under the super-
vision of the court.

(3.) This Act shall not apply to any company unless
the registered office of the company is situate in Eng-
land or Wales,
interpre- 32. — (1.) In this Act, unless the context otherwise

tationof rAmiirPo

terms. requires, —

*'The Companies Acts" means the Companies Act,

1862, and the Acts amending the same.
"General rules" means general rules made under

this Act, and includes forms.
" Prescribed " means prescribed by general rules.

THE COMPANIES (WINDING-UP) ACT, 1890. 185

"Stannaries Court" means the court of the Vice-
Warden of the Stannaries.

(2.) In Part IV. of the Companies Act, 1862, and in 25&26Vict.
this Act the expression **the court," when used in^'^*^*
relation to a company shall, unless the contrary inten-
tion appears, mean the court having jurisdiction under
this Act to wind up the company.

(3.) For the purposes of this Act the expression
*' registered office of a company " shall mean the place
which has been the registered office of the company for
the greater part of the six months immediately pre-
ceding the presentation of the petition for winding up
the company, and shall include, in the case of an un-
registered company, any place which in pursuance of
section one hundred and ninety-nine of the Companies
Act, 1862,^ is to be deemed the registered office of the
company for the purpose of the winding up thereof.

1 Ante p. 85.

33. The enactments mentioned in the Second Sche- Repeal,
dule to this Act are hereby repealed, as to England and
Wales, to the extent appearmg in the third column of

that schedule.

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

35. — (1.) This Act may be cited as the Companies short title.
(Winding-up) Act, 1890.

(2.) This Act and the Companies Acts, 1862 to 1886,
may be cited together as the Companies Acts, 1862 to
1890.

SCHEDULES.

Section 6. FIRST SCHEDULE.

Meetings of Creditors and Contributories.

(1.) The meetings of creditors and contributories shall be held
within twenty-one days after the date of the winding-up order,
or within such further time as the court may approve, unless a
special manager has been appointed, in which case such meet-
ing shall be held within one month from the date of such order,
or within such further time as aforesaid.

(2.) The official receiver of the company shall summon the
meeting by giving not less than seven days' notice of the time
and place thereof in the London Gazette and in a local paper.
Notice of such meeting shall also be sent by post to every person
appearing by the company's books to be a creditor of the com-
pany and to every member of the company.

(3.) The official receiver shall also, as soon as practicable^
send to each creditor mentioned in the company's statement of
affairs, and to each person appearing from the company's books,
or otherwise, to be a contributory of the company, a summary
of the company's statement of affairs, including the causes of its
failure, and any observations thereon which the official receiver
may think fit to make ; but the proceedings at any such meeting
shall not be invalidated by reason of any summary or notice re-
quired by these rules not having been sent or received before the
meeting.

(4.) The meeting shall be held at such place as is in the
opinion of the official receiver most convenient for the majority
of the creditors and contributories.

(5.) The official receiver, or some person nominated by him,
shall be the chairman at the meetings.

(6.) A person shall not be entitled to vote as a creditor unless
he has duly proved a debt to be due to him from the company,
and the proof has been duly lodged before the time appointed
for the meeting.

(7.) A creditor shall not vote in respect of any unliquidated
or contingent debt, or any debt the value of which is not ascer-
tained.

(8.) For the purpose of voting, a secured creditor shall, unless.

THE COMPANIES (WINDING-UP) ACT, 1890. 187

he surrenders his security, state in his proof the particulars of
his security, the date when it was given, and the value at which
he assesses it, and shall be entitled to vote only in respect of the
balance (if any) due to him, after deducting the value of his
security. If he votes in respect of his whole debt he shall be
deemed to have surrendered his security, unless the court on
application is satisfied that the omission to value the security
has arisen from inadvertence.

(9.) A creditor shall not vote in respect of any debt on or
secured by a current bill of exchange or promissory note held by
him, unless he is willing to treat the liability to him thereon of
every person who is liable thereon antecedently to the company,
and against whom a receiving order in bankruptcy has not been
made, as a security in his hands, and to estimate the value
thereof, and for the purposes of voting, but not for the purposes
of dividend, to deduct it from his proof.

(10.) It shall be competent to the official receiver, or to the
liquidator, within twenty-eight days after a proof estimating the
value of a security as aforesaid had been made use of in voting
at any meeting, to require the creditor to give up the security
for the benefit of the creditors generally on payment of the value
so estimated, with an addition thereto of twenty per centum.
Provided, that where a creditor has put a value on such security,,
he may, at any time before he has been required to give up such
security as aforesaid, correct such valuation by a new proof, and
deduct such new value from his debt, but in that case such
addition of twenty per centum shall not be made if the liqui-
dator requires the security to be given up.

(11.) The chairman of the meeting shall have power to admit
or reject a proof for the purpose of voting, but his decision shall
be subject to appeal to the court. If he is in doubt whether
the proof of a creditor should be admitted or rejected he shall
mark the proof as objected to, and shall allow the creditor to-
vote, subject to the vote being declared invalid in the event of
the objection being sustained.

(12.) A creditor or a contributory may vote either in person
or by proxy.

(13.) Every instrument of proxy shall be in the prescribed
form, and shall be issued by an official receiver, or by the liqui-
dator of the company, and every written part thereof shall be
in the handwriting of the person giving the proxy, or of any
manager or clerk or other person in his regular employment, or
of a commissioner to administer oaths in the Supreme Court of
Judicature in England.

(14.) General and special forms of proxy shall be sent to the
creditors and contributories with the notice summoning the
meeting, and neither the name nor description of the official
receiver or of any other person shall be printed or inserted in
the body of any instrument of proxy before it is so sent.

188 THE COMPANIES (WINDING-UP) ACT, 1890.

(15.) A creditor or a contributory may give a general proxy to
his manager or clerk, or any other person in his regular employ-
ment. In such case the instrument of proxy shall state the
relation in which the person to act thereunder stands to the
creditor or contributory.

(16.) A creditor or a contributory may give a special proxy
to any person to vote at any specified meeting, or adjournment
thereof —

(a) for or against the appointment or continuance in office of
any specified person as liquidator or member of the
committee of inspection, and

(6) on all questions relating to any matter other than those
above referred to and arising at any specified meeting
or adjournment thereof.

(17.) A proxy shall not be used unless it is deposited v^ith the
official receiver before the meeting at which it is to be used.

(18.) Where it appears to the satisfaction of the court that
any solicitation has been used by or on behalf of a liquidator in
•obtaining proxies or in procuring the appointment of liquidator,
except by the direction of a meeting of creditors or contributories,
the court shall have power, if it think fit, to order that no re-
muneration shall be allowed to the person by whom or on whose
behalf such solicitation may have been exercised, notwithstand-
ing any resolution of the committee of inspection or of the credi-
tors or contributories to the contrary.

(19.) A creditor or a contributory may appoint the official
receiver to act in manner prescribed as his general or special
proxy.

(20.) The chairman of the meeting may, with the consent o
the meeting, adjourn the meeting from time to time and from
place to place.

(21.) A meeting shall not be competent to act for any purpose
except the election of a chairman, the proving of debts, and the
adjournment of the meeting, unless there are present or repre-
sented thereat, at least three creditors or contributories, or all
the creditors or contributories if their number does not exceed
three.

(22.) If within half an hour from the time appointed for the
meeting a quorum of creditors or contributories is not present
or represented, the meeting shall be adjourned to the same day
in the following week at the same time and place, or to such
other day as the chairman may appoint, not being less than
seven or more than twenty-one days.

(23.) The chairman of the meeting shall cause minutes of the
proceedings at the meeting to be drawn up, and fairly entered in
a book kept for that purpose, and the minutes shall be signed by
him or by the chairman of the next ensuing meeting.

(24.) No person acting either under a general or a special
proxy shall vote in favour of any resolution which would directly

THE COMPANIES (WINDING-UP) ACT, 1890. 189

or indirectly place himself, his partner or employer, in a position
to receive any remuneration out of the estate of the company
otherwise than as a creditor rateably with the other creditors of
the company: Provided that where any person holds special
proxies to vote for an application to the court in favour of the
appointment of himself as liquidator he may use the said proxies
and vote accordingly.

SECOND SCHEDULE.
Enactments Repealed as to England and Wales.

Section 31.

Session and
Chapter.

Title or Short Title.

Extent of Repeal.

25 & 26 Vict.

The Companies Act,

Section eighty-one.

c. 89. -

1862

In section ninety-two
the words " The court
"shall determine
" whether any and
" what security is to be
" given by any official
" liquidator on his
" appointment."

Section ninety-seven.

Section one hundred
and sixty-five.

30 & 31 Vict.

The Companies Act,

Sections forty-one to

c. 131.

1867 forty-six.

THE DmECTORS LIABILITY ACT,
1890.

(53 & 54 ViCTOEiA, Chaptee 64.)

Short title.

Construc-
tion.

Liability
for state-
ments in
prospectus.

1. This Act may be cited as the Directors Liabihty
Act, 1890.

2. This Act shall be construed as one with the
Companies Acts, 1862 to 1890.

3. — (1.) Where after the passing of this Act a
prospectus or notice invites persons to subscribe for
shares in or debentures or debenture stock of a com-
pany, every person who is a director of the company
at the time of the issue of the prospectus or notice,
and every person who having authorised such naming
of him is named in the prospectus or notice as a
director of the company or as having agreed to become
a director of the company either immediately or after
an interval of time, and every promoter of the company,
and every person who has authorised the issue of the
prospectus or notice, shall be liable to pay compensa-
tion to all persons who shall subscribe for any shares,
debentures, or debenture stock on the faith of such
prospectus or notice for the loss or damage bhey may
have sustained by reason of any untrue statement in
the prospectus or notice, or in any report or memor-
andum appearing on the face thereof, or by reference
incorporated therein or issued therewith, unless it is
proved —

{a) With respect to every such untrue statement
not purporting to be made on the authority of
an expert, or of a public official document or

THE DIRECTORS LIABILITY ACT, 1890. 191

statement, that he had reasonable ground to
beheve, and did up to the time of the allotment
of the shares, debentures, or debenture stock,
as the case may be, believe, that the statement
was true ; and

(b) With respect to every such untrue statement

purporting to be a statement by or contained
in what purports to be a copy of or extract
from a report or valuation of an engineer,
valuer, accountant, or other expert, that it
fairly represented the statement made by such
engineer, valuer, accountant, or other expert,
or was a correct and fair copy of or extract
from the report or valuation. Provided always,
that notwithstanding that such untrue state-
ment fairly represented the statement made
by such engineer, valuer, accountant, or other
expert, or was a correct and fair copy of an
extract from the report or valuation, such
director, person named, promoter, or other
person, who authorised the issue of the pro-
spectus or notice as aforesaid, shall be liable to
pay compensation as aforesaid if it be proved
that he had no reasonable ground to believe
that the person making the statement, report,
or valuation was competent to make it ; and

purporting to be a statement made by 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 re-
presentation of such 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
before the issue of the prospectus or notice, and that
the prospectus or notice was issued without his author-
ity or consent, or that the prospectus or notice was
issued without his knowledge or consent, and that on
becoming aware of its issue he forthwith gave reason-

192 THE DIRECTORS LIABILITY ACT, 1890.

able 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 preparation of the prospectus
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
be desirous of obtaining further capital by subscrip-
tions 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 authorised the issue of
such prospectus or notice, or have adopted or ratified
the same.

(4.) In this section the word " expert " includes any
person whose profession gives authority to a statement
made by him.
Indemnity 4. Where any such prospectus or notice as aforesaid
of^person™*^ coutaius the name of a person as a director of the
has been company, or as having agreed to become a director
inserted^as thereof, and such person has not consented to become
a director. ^ director, or has withdrawn his consent before the
issue of such prospectus or notice, and has not author-
ised or consented to the issue thereof, the directors of
the company, except any without whose knowledge or
consent the prospectus or notice was issued, and any
other person who authorised the issue of such pro-
spectus or notice shall be liable to indemnify the person
named as a director of the company, as having agreed
to become a director thereof as aforesaid, against all
damages, costs, charges, and expenses to which he

THE DIRECTORS LIABILITY ACT, 1890. 193

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 contribu-
director, or named as a director or as having agreed co^.Sirec™
to become a director, or of his having authorised the tors, etc.
issue of the prospectus or notice, has become liable to
make any payment under the provisions 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.

THE FORGED TRANSFERS ACT, 1891.

(54 & 55 Victoria, Chapter 43.)

Powei to X,i — (1.) Where a company or local authority issue

pS^ation o^^ have issued shares, stock, or securities transferable
fro ^^rred ^^ ^^ instrument in writing or by an entry in any
transfer!^*^ books or register kept by or on behalf of the company
or local authority, they shall have power to make com-
pensation by a cash payment out of their funds for any
loss arising from a transfer of any such shares, stock,
or securities, in pursuance of a forged transfer or of a
transfer under a forged power of attorney.

(2.) Any company or local authority may, if they
think fit, provide, either by fees not exceeding the
rate of one shilling on every one hundred pounds
transferred,^ to be paid by the transferee upon the
entry of the transfer in the books of the company or
local authority, or by insurance, reservation of capital,
accumulation of income, or in any other manner which
they may resolve upon, a fund to meet claims for such
compensation.
\ (3.) For the purpose of providing such compensation
any company may borrow on the security of their pro-
perty, and any local authority may borrow with the
like consent and on the like security and subject to
the like conditions as to repayment by means of instal-
ments or the provision of a sinking fund and otherwise
as in the case of the securities in respect of which
compensation is to be provided, but any money so
borrowed by a local authority shall be repaid within a
term not longer than five years. Any expenses incurred
by a local authority in making compensation, or in the

THE FORGED TRANSFERS ACT, 1891. 195

repayment of, or the payment of interest on, or other-
wise in connexion with, any loan raised as aforesaid,
shall, except so far as they may be met by such fees as
aforesaid, be paid out of the fund or rate on which the
security in respect of which compensation is to be made
is charged.

(4.) Any such company or local authority may im-
pose such reasonable restrictions on the transfer of
their shares, stock, or securities, or with respect to
powers of attorney for the transfer thereof, as they
may consider requisite for guarding against losses
arising from forgery.

(5.) Where a company or local authority compen-
sate a person under this Act for any loss arising from
forgery, the company or local authority shall, without
prejudice to any other rights or remedies, have the
same rights and remedies against the person liable for
the loss as the person compensated would have had.

1 The Forged Transfers Act, 1892, Sect. 2, post p. 197, which
explains this sub-section.

2 The Forged Transfers Act, 1892, Sect. 3, post p. 197.

2. For the purposes of this Act — Definitions.
The expression ''company" shall mean any company "Company.*

incorporated by or in pursuance of any Act of
Parliament, or by royal charter.
The expression "local authority" shall mean the "Local
council of any county or municipal borough, and ''^"^^^^'^"^^y-"
any authority having power to levy or require the
levy of a rate the proceeds of which are applicable
to public local purposes.

3. This Act shall apply to any industrial, provident, Application
friendly benefit, building, or loan society incorporated socllS"*^
by or in pursuance of any Act of Parliament as if the etc.
society were a company.

4. — (1.) This Act shall apply to any harbour author- Application
ity or conservancy authority as if the authority were a and con^"*^

company. servancy

(2.) For the purposes of this Act the expression ^''^^^'''^^^'^
** harbour authority " includes all persons, being pro-

196 THE FORGED TRANSFERS ACT, 1891.

prietors of, or entrusted with the duty or invested
with the power of constructing, improving, manag-
ing, regulating, maintaining, or hghting any harbour
otherwise than for profit, and not being a joint stock
company.

(3.) For the purposes of this Act the expression
"conservancy authority" includes all persons en-
trusted with the duty or invested with the power of
conserving, maintaining, or improving the navigation
of any tidal water otherwise than for profit, and not
being a joint stock company.
Application 5. In the case of any colonial stock to which the
toM^ioniai Colonial Stock Act, 1877, applies, the Government of
40&41 Vict, the colony of which the stock forms the whole or part
^' ^^' of the public debt may, if they think fit, by declaration

under their seal or under the signature of a person
authorised by them in that behalf, and in either case
deposited with the Commissioners of Inland Eevenue,
adopt this Act, and thereupon this Act shall apply to
the colonial stock as if the registrar of the Govern-
ment were a company and the stock were issued by
him.
Short title. Q, This Act may be cited as the Forged Transfers
Act, 1891.

THE FORGED TRANSFERS ACT, 1892.

(65 & 56 Victoria, Chapter 36.)

1. This Act may be cited as the Forged Transfers short tiUe.
Act, 1892, and this Act and the Forged Transfers Act, l^ts^^^'""^'
1891, may be cited together as the Forged Transfers

Acts, 1891 and 1892.

2. Whereas by sub-section one ^ of section one of Removal of
the Forged Transfers Act, 1891, it is provided that theopera^
such company or local authority as therein mentioned f^^ jf ^_^^
"shall have power to make compensation by a cash e. 43.
payment out of their funds for any loss arising from

the transfer of any such shares, stock, or securities
in pursuance of a forged transfer, or of a transfer
under a forged power of attorney," and it is expedient
to remove doubts as to the application of the Act to
losses and forgeries before the passing of the Act : Be
it therefore enacted as follows : —

The Forged Transfers Act, 1891, shall have effect as
if at the end of sub-section one of section one of
that Act there were added the words "whether
such loss arises, and whether the transfer or
power of attorney was forged before or after the
passing of this Act, and whether the person re-
ceiving such compensation, or any person through
whom he claims, has or has not paid any fee or
otherwise contributed to any fund out of which
the compensation is paid."

1 Ante p. 194.

Amend-

3. Sub-section two^ of section one of the said Act mentof
shall be read as if, after the words " on any one hundred 0^43.^8. 1(2).

198

THE FORGED TRANSFERS ACT, 1892.

pounds transferred," were inserted the words "with
a minimum charge equal to that for twenty-five pounds."

1 Ante p. 194.

4. Where the shares, stock, or securities of a com-
pany or local authority have by amalgamation or
takes over otherwise become the shares, stock, or securities of
of aSher" another company or local authority, the last-mentioned
company, company and authority shall have the same power
under the Forged Transfers Act, 1891, and this Act,
as the original company or authority would have had
if it had continued.

Provision
where one
company

THE COMPANIES (WINDING-UP)
ACT, 1893.

(56 & 57 Victoria, Chapter 58.)

1. An order for payment of money made by the Effect of
court under section ten ^ of the Companies (Winding- gg'Jjg^'yfcT
up) Act, 1890, shall be deemed to be a final judgment c. 63.s.io.
within the meaning of paragraph (g) of sub-section one t^^*^ ^^*'*'
of section four of the Bankruptcy Act, 1883.

1 Ante p. 173.

2. This Act may be cited as the Companies (Wind- short title,
ing-up) Act, 1893.

THE COMPANIES ACT, 1898.

(61 & 62 VicTOEiA, Chapter 26.)

Court 1. — (1-) Whenever, before or after the commence-

^powered ment of this Act, any shares in the capital of any

relief for Company under the Companies Acts, 1862 and 1890,

pSaiuS" credited as fully or partly paid up shall have been or

with 30 & 31 may be issued for a consideration other than cash,i

s. ^! ^' ' and at or before the issue of such shares no contract

or no sufficient contract is filed with the Eegistrar of

Joint Stock Companies, in compliance with section

twenty-five of the Companies Act, 1867,^ the company

or any person interested in such shares or any of them

may apply to the court for relief, and the court, if

satisfied that the omission to file a contract or sufficient

contract was accidental or due to inadvertence, or that

for any reason it is just and equitable to grant relief,

may make an order for the filing with the registrar of

a sufficient contract in writing, and directing that on

such contract being filed within a specified period it

shall, in relation to such shares, operate as if it had

been duly filed with the registrar aforesaid before the

issue of such shares.

(2.) Any such application may be made in the manner
in which an application to rectify the register of mem-
bers may be made under section thirty-five of the
26 & 26 Vict. Companies Act, 1862, ^ and either before or after an
c. 89. order has been made or an effective resolution has been

passed for the winding up of such company, and either
before or after the commencement of any proceedings
for enforcing the liability on such shares consequent
on the omission aforesaid, and any such application

THE COMPANIES ACT, 1898. 201

shall, if not made by the company, be served on the
company.

(3.) Any such order may be made on such terms
and conditions as the court may think fit, and the court
may make such order as to costs as it deems proper,
and may direct that an office copy of the order shall
be filed with the registrar aforesaid, and the order
shall in all respects have full efi"ect.

(4.) Where the court in any such case is satisfied
that the filing of the requisite contract would cause
delay or inconvenience, or is impracticable, it may, in
lieu thereof, direct the filing of a memorandum in
writing, in a form approved by the court specifying,
the consideration for which the shares were issued,
and may direct that on such memorandum being filed
within a specified period it shall in relation to such
shares operate as if it were a sujfficient contract in
writing within the meaning of section twenty -five of
the Companies Act, 1867,* and had been duly filed with
the registrar aforesaid before the issue of such shares.
The memorandum shall before the filing thereof be
stamped with the same amount of ad valorem stamp
duty as would be chargeable upon the requisite contract
unless the contract has been produced to the registrar
duly stamped, or unless the registrar is otherwise
satisfied that the contract was duly stamped.

iThe Companies Act, 1900, Sect. 7 (1) {b),post p. 207.
^Kepealed by the Companies Act, 1900, Sect. S3, post p. 225.
'^Ante p. 15.

* Repealed by the Companies Act, 1900, and see Sect. 7 (1) (6)
of that Act, post p. 207.

2. The jurisdiction by the Act given to the court Jurisdic-
is not by implication to curtail or derogate from its Srve!*™""
jurisdiction to grant relief in any such case under
section thirty-five of the Companies Act, 1862,i or
otherwise.

^Ante p. 15.

3. This Act may be cited as the Companies Act, 1898, short title
and shall be read with the Companies Acts, 1862 to ^traction.
1893.

THE COMPANIES ACT, 1900.

(63 & 64 Victoria, Chapter 48.)

Conclusive-
ness of
certificate
of incor-
poration.

Restric-
tions on
appoint-
ment or
advertise-
ment of
director.

Incorporation and Objects,

1. — (1.) A certificate of incorporation given by the
registrar in respect of any association shall be con-
clusive evidence that all the requisitions of the
Companies Acts in respect of registration and of
matters precedent and incidental thereto have been
complied with, and that the association is a company
authorised to be registered and duly registered under
the Companies Acts.

(2.) A statutory declaration ^ by a solicitor of the
High Court engaged in the formation of the company
or by a person named in the articles of association as
a director or secretary of the company of compliance
with all or any of the said requisitions shall be pro-
duced to the registrar, and the registrar may accept this
declaration as sufficient evidence of such compliance.

(3.) The incorporation of a company shall take effect
from the date of incorporation mentioned in the certifi-
cate of incorporation.

(4.) This section applies to all certificates of incor-
poration, whether given before or after the passing of
this Act.

1 Board of Trade form (No. 41) and fees, post p. 227.
Appointment and Qualification of Director.

2. — (1.) A person shall not be capable of being
appointed director of a company by the articles of
association, and shall not be named as a director or

THE COMPANIES ACT, 1900. 203

proposed director of a company in any prospectus
issued by or on behalf of the company, unless, before
the registration of the articles or the publication of the
prospectus, as the case may be, he has by himself or
by his agent authorised in writing —

(i) signed and filed with the registrar a consent in

writing ^ to act as such director ; and
(ii) either signed the memorandum of association for
a number of shares not less than his qualifi-
cation (if any), or signed and filed ^ with the
registrar a contract in writing to take from
the company and pay for his qualification
shares (if any).
(2.) On the application for registration of the memo-
randum and articles of association of a company, the
applicant shall deliver to the registrar a list^ of the
persons who have consented to be directors of the
company, and if this list contains the name of any
person who has not so consented the applicant shall
be liable to a fine not exceeding fifty pounds.

(3.) Provided that this section shall not apply to a
company registered before the commencement of this
Act, or to a company which does not issue any invita-
tion to the public to subscribe for its shares,* or to a
prospectus issued by or on behalf of a company after
the expiration of one year from the date at which the
company is entitled to commence business.^

^ Board of Trade form (No. 42) and fees, post p. 228.
^Fee Ss., London Gazette, 1st January, 1901.
•'' Board of Trade form (No. 43) and fees, post p. 228.
■* Board of Trade form (No. 50) of application for certificate of
incorporation of such company and fees, post, p. 236.
^Sect. 6,postip. 206.

3. — (1.) Without prejudice to the restrictions im- ^uaiiaca-
- - - - - - |.jjjj^ ^f

director.

posed by the last foregoing section, it shall be the*^'^"'**

duty of every director who is by the regulations of
the company required to hold a specified share quali-
fication, and who is not already qualified, to obtain his
qualification within two months after his appointment,

204 THE COMPANIES ACT, 1900.

or such shorter time as may be fixed by the regulations
of the company.

(2.) The office of director of a company shall be
vacated, if the director does not within two months
from the date of his appointment, or wathin such
shorter time as may be fixed by the regulations of the
company, obtain his qualification, or if after the ex-
piration of such period or shorter time he ceases at
any time to hold his qualification : and a person
vacating office under this section shall be incapable
of being re-appointed director of the company until he
has obtained his qualification.

(3.) If after the expiration of the said period or
shorter time any unqualified person acts as director
of a company, he shall be liable to pay to the company
the sum of five pounds for every day during which he
so acts.

Allotment.

Restriction ^ 4. — (1.) No allotment shall be made of any share
afi^ment capital of a company ofi'ered to the public for sub-
scription, unless the following conditions have been
complied with, namely, —

(a) the amount (if any) fixed by the memorandum

or articles of association and named in the
prospectus as the minimum subscription upon
which the directors may proceed to allotment ;
or

(b) if no amount is so fixed and named, then the

whole amount of the share capital so offered

for subscription,
has been subscribed, and the sum payable on applica-
tion for the amount so fixed and named, or for the
whole amount offered for subscription, has been paid
to and received by the company.

(2.) The amount so fixed and named and the whole
amount aforesaid shall be reckoned exclusively of any
amount payable otherwise than in cash,i ^^^j jg in this
Act rsferred to as the minimum subscription.

THE COMPANIES ACT, 1900. 205

(3.) The amount payable on application ou each
share shall not be less than five per cent, of the nominal
amount of the share.

(4.) If the conditions aforesaid have not been com-
plied with on the expiration of forty days after the
first issue of the prospectus, all money received from
applicants for shares shall be forthwith repaid to the
applicants without interest, and, if any such money is
not so repaid within forty-eight days after the issue of
the prospectus, the directors of the company shall be
jointly and severally liable to repay that money with
interest at the rate of five per centum per annum from
the expiration of the forty-eight days : Provided that
a director shall not be liable if he proves that the loss
of the money was not due to any misconduct or
negligence on his part.

(5.) Any condition requiring or binding any applicant
for shares to waive compliance with any requirement
of this section shall be void.

(6.) This section, except sub- section (3) thereof, shall
not apply to any allotment of shares subsequent to
the first allotment of shares offered to the public for
subscription.

^ As to which, see Sect. 7 (1) (6), post p. 207.

5. — (1.) An allotment made by a company to an Effect of
applicant in contravention of the foregoing provisions allotment,
of this Act! shall be voidable at the instance of the
applicant within one month after the holding of the
statutory meeting of the company ^ and not later, and
shall be so voidable notwithstanding that the company
is in course of being wound up.

(2.) If any director of a company knowingly con-
travenes or permits or authorises the contravention of
any of the foregoing provisions of this Act with respect
to allotment he shall be liable to compensate the
company and the allottee respectively for any loss,
damages, or costs which the company or the allottee
may have sustained or incurred thereby : Provided that
proceedings to recover such loss, damages, or costs

206 THE COMPANIES ACT, 1900.

shall not be commenced after the expiration of two
years from the date of the allotment.

1 Preceding Section.

2 Sect. 12,^os^p. 213.

Kestric- ^ 6. — (1.) A company shall not commence any business
commence- o^ exercise any borrowing powers unless^
mentof (^a) shares held subject to the payment of the whole

amount thereof in cash have been allotted to
an amount not less in the whole than the
minimum subscription ; ^ and
(h) every director of the company has paid to the
company on each of the shares taken or con-
tracted to be taken by him, and for which he
is liable to pay in cash, a proportion equal to
the proportion payable on application and
allotment on the shares offered for public
subscription ; and
(c) there has been filed w^ith the registrar a statu-
tory declaration by the secretary or one of
the directors, in the prescribed form,^ that
the aforesaid conditions have been complied
with.
(2.) The registrar shall, on the ^ling of this statutory
declaration, certify that the company is entitled to com-
mence business, and that certificate shall be conclu-
sive evidence that the company is so entitled.

(3.) Any contract made by a company before the
date at which it is entitled to commence business shall
be provisional only, and shall not be binding on the
company until that date, and on that date it shall
become binding.
^ (4.) Nothing in this section shall prevent the simul-
taneous offer for subscription of any shares and deben-
tures or the receipt of any application.
V (5.) If any company commences business or exercises
borrowing powers in contravention of this section,
every person who is responsible for the contravention
shall, without prejudice to any other liability, be liable
to a fine not exceeding fifty pounds for every day
during which the contravention continues.

THE COMPANIES ACT, 1900. 207

(6.) Nothing in this section shall apply to a com-
pany registered before the commencement of this
Act.3

(7.) This section shall not apply to any company
where there is no invitation to the public to subscribe
for its shares.

1 Defined in Sect. 4 (2), ante p. 204.

2 Board of Trade form (No. 44) and fees, post p. 229.
3l8t January, 1901, Sect. 35, post p. 225.

7. — (1.) Whenever a company limited by shares Return as to
makes any allotment of its shares, the company shall allotments,
within one month thereafter file with the registrar —
(a) a return 1 of the allotments, stating the number
and nominal amount of the shares comprised
in the allotment, the names, addresses, and
descriptions of the allottees, and the amount
(if any) paid or due and payable on each share ;
and
(6) in the case of shares allotted in whole or in part
for a consideration other than cash, a contract
in writing ^ constituting the title of the allottee
to such allotment, together with any contract
of sale, or for services or other consideration
in respect of which such allotment was made,
such contracts being duly stamped, and a re-
turn 1 stating the number and nominal amount
of shares so allotted, the extent to which they
are to be treated as paid up, and the considera-
tion for which they have been allotted.
(2.) If default is made in complying with the re-
quirements of this section, every director, manager,
secretary, or other officer of the company, who is
knowingly a party to the default, shall be liable to a
fine not exceeding fifty pounds for every day during
which the default continues.

1 Board of Trade form (No. 45) and fees, post p. 230. . ,

2 Fee for filing 5s., London Gazette, 1st January, 1901. \/

8. — (1.) Upon any ofier of shares to the public for sions,
subscription, it shall be lawful for a company to pay a etc!'*^""^"'

208 THE COMPANIES ACT, 1900.

commission to any person in consideration of his sub-
scribing or agreeing to subscribe, whether absolutely
or conditionally, for any shares in the company, or
procuring or agreeing to procure subscriptions, whether
absolute or conditional, for any shares in the company,
if the payment of the commission and the amount
or rate per cent, of the commission paid or agreed to
be paid are respectively authorised by the articles of
association ^ and disclosed in the prospectus, ^ and the
commission paid or agreed to be paid does not exceed
the amount or rate so authorised.

1 The Companies Act, 1862, Sect. 14, ante p. 6.

2 Defined in Sect. 30, post p. 224, and see next Section.

\ / (2.) Save as aforesaid no company shall apply any
^ of its shares or capital money either directly or in-
directly in payment of any commission, discount, or
allowance, to any person in consideration of his sub-
scribing or agreeing to subscribe, whether absolutely
or conditionally, for any shares of the company, or
procuring or agreeing to procure subscriptions, whether
absolute or conditional, for any shares in the company,
whether the shares or money be so applied by being
added to the purchase money of any property acquired
by the company or to the contract price of any work
to be executed for the company, or the money be paid
out of the nominal purchase money or contract price,
or otherwise.

(3.) But nothing in this section shall affect the power
of any company to pay such brokerage as it has here-
tofore been lawful for a company to pay.

Prospectus. ^

Filing of 9. — (i.) Every prospectus issued by or on behalf of

prospectus. ^ company or in relation to any intended company

shall be dated, and that date shall, unless the contrary

be proved, be taken as the date of publication of the

prospectus.

(2.) A copy of every such prospectus shall be signed

by every person who is named therein as a director

THE COMPANIES ACT, 1900. 209

or proposed director of the company, or by his agent
authorised in writing, and shall be filed ^ with the
registrar on or before the date of its publication.

(3.) The registrar shall not register any prospectus
unless it is so dated and signed. No prospectus shall
be issued until so filed for registration, and every pro-
spectus shall state on the face of it that it has been so
filed.

1 Defined in Sect. 30, post p. 224.

2 Fee 5s., Lcmiion Ga^e^fe, 1 January, 1901. , ,

10.^ — (1.) Every prospectus issued by or on behalf specific
of a company, or by or on behalf of any person who is ments as to
or has been engaged or interested in the formation of Jf p^r^^*''^
the company, must state — spectus.

{a) the contents of the memorandum of association,
with the names, descriptions, and addresses
of the signatories, and the number of shares
subscribed for by them respectively ; and the
number of founders' or management shares, if
any, and the nature and extent of the interest
of the holders in the property and profits of
the company ; and
{h) the number of shares, if any, fixed by the articles
of association as the qualification of a director,
and any provision in the articles of association
as to the remuneration of the directors ; and
(c) the names, descriptions, and addresses of the

directors or proposed directors ; and
{d) the minimum subscription ^ on which the directors
may proceed to allotment, and the amount pay-
able on application and allotment on each share ;
and in the case of a second or subsequent offer
of shares, the amount offered for subscription
on each previous allotment, and the amount
actually allotted ; and the amount, if any, paid
on such shares ; and
(e) the number and amount of shares and dejieatures V
issued, or agreed to be issued, as fully or partly
paid up otherwise than in cash, and in the
14

210 THE COMPANIES ACT, 1900.

latter case the extent to which they are so
paid up, and in either case the consideration
for which such shares or debentures have
been issued or are proposed or intended to be
issued; and

(/) the names and addresses of the vendors of any
property^ purchased or acquired by the com-
pany, or proposed so to be purchased or ac-
quired, which is to be paid for wholly or partly
out of the proceeds of the issue offered for sub-
scription by the prospectus, or the purchase or
acquisition of which has not been completed
at the date of publication of the prospectus,"*
and the amount payable in cash, shares, or
debentures, to the vendor, and where there is
more than one separate vendor, or the company
is a sub-purchaser, the amount so payable to
each vendor ; and

(gf) the amount (if any) paid or payable as purchase
money in cash, shares, or debentures, of any
such property as aforesaid, specifying the
amount payable for good- will; and

(h) the amount (if any) paid or payable as com-
mission^ for subscribing or agreeing to sub-
scribe, or procuring or agreeing to procure
subscriptions, for any shares in the company,
or the rate of any such commission ; and
\^ (i) the amount or estimated amount of preliminary
expenses ; and

(j) the amount paid or intended to be paid to any
promoter and the consideration for any such
payment ; and

(k) the dates of and parties to every material con-
tract, and a reasonable time and place at
which any material contract or a copy thereof
may be inspected : Provided that this require-
ment shall not apply to a contract entered
into in the ordinary course of the business
carried on or intended to be carried on by
the company, or to any contract entered into

THE COMPANIES ACT, 1900. 211

more than three years before the date of pubh-
cation of the prospectus ; and
(l) the names and addresses of the auditors (if any)

of the company ; and
(m) full particulars of the nature and extent of the
interest (if any) of every director in the pro-
motion of or in the property proposed to be
acquired by the company, with a statement
of all sums paid or agreed to be paid to him
in cash or shares by any person either to
qualify him as a director or otherwise for
services rendered by him in connection with
the formation of the company.
(2.) For the purposes of this section every person
shall be deemed to be a vendor ^ who has entered into
any contract, absolute or conditional, for the sale or
purchase, or for any option of purchase, of any property
to be acquired by the company, in any case where —
(a) the purchase money is not fully paid at the date

of publication of the prospectus ; or
{b) the purchase money is to be paid or satisfied
wholly or in part out of the proceeds of the
issue offered for subscription by the prospectus ;
or
(c) the contract depends for its validity or fulfilment

on the result of such issue.
(3.) Where any of the property to be acquired by
the company is to be taken on lease, this section shall
apply as if the expression ''vendor" included the
lessor, and the expression "purchase money" in-
cluded the consideration for the lease, and the ex-
pression "sub-purchaser" included a sub-lessee.

(4.) This section shall not apply to a circular or
notice inviting existing members or debenture holders
of a company to subscribe for further shares or deben-
tures, but, subject as aforesaid, this section shall apply
to any prospectus whether issued on or with reference
to the formation of a company or subsequently : Pro-
vided that —

(a) the requirements as to the memorandum of as

212 THE COMPANIES ACT, 1900.

sociation, and the qualification, remuneration,
and interest of directors, the names, descrip-
tions, and addresses of directors or proposed
directors, and the amount or estimated amount
of preUminary expenses, shall not apply in the
case of a prospectus pubhshed more than one
year after the date at which the company is
entitled to commence business ; "^ and
(i) in the case of a prospectus published more than
one year after the date at which the company
is entitled to commence business,'' the obliga-
tion to disclose all material contracts shall be
limited to a period of two years immediately
preceding the publication of the prospectus.
(5.) Any condition requiring or binding any applicant
for shares or debentures to waive compliance with any
requirement of this section, or purporting to affect him
with notice of any contract, document, or matter not
specifically referred to in the prospectus, shall be void.
(6.) Where any such prospectus as is mentioned in
this section is published as a newspaper advertisement,
it shall not be necessary to specify the contents of the
memorandum of association or the signatories thereto,
and the number of shares subscribed for by them.

(7.) In the event of non-compliance with any of the
requirements of this section, a director or other person
responsible for the prospectus shall not incur any
hability by reason of the non-compliance, if he proves
that —

(a) as regards any matter not disclosed, he was not

cognisant thereof ; or
(6) the non-compliance arose from an honest mistake

of fact on his part.
Provided that in the event of non-compliance with
the requirements contained in paragraph (m) of sub-
section (1) of this section no director ^ or other person
shall incur any liabihty in respect of such non-com-
pliance unless it be proved that he had knowledge of
the matters not disclosed.

(8.) Nothing in this section shall limit or diminish

THE COMPANIES ACT, 1900. 213

any liability which any person ^ may incur under the
general law apart from this section.

^This Section replaces Sect. 38 of the Companies Act, 1867,
ante p. 143.

2 Sect. 4 (2), ante p. 204.

•^Sub-Sects. (2) and (3), p. 211.

''Sect. 9 (1), ante^. 208.

5 Sect. 8, anteip. 207.

^Next Sub-Section.

7 Sect. 6, ante p. 206.

^ As to liability of Directors, see the Directors Liability Act,
1890, ante p. 190.

11. A company shall not prior to the statutory Restriction
meeting ^ vary the terms of a contract referred to in tion oF*
the prospectus, except subject to the approval of the ^^'■'"^^j^"'
statutory meeting. prospectus.

^Next Section, Sub-Sect. 2 (e).

Statutory Meeting.

12.^ — (1.) Every company limited by shares and First
registered after the commencement ^ of this Act shall, meeting of
within a period of not less than one month nor more company,
than three months from the date at which the company
is entitled to commence business,^ hold a general meet-
ing of the members of the company, which shall be
called the statutory meeting.

(2.) The directors shall, at least seven days before
the day on which the meeting is held, forward to
every member of the company a report* certified by
not less than two directors of the company, or, where
there are less than two directors, by the sole director
and manager, stating : —

(a) the total number of shares allotted, distinguishing
shares allotted as fully or partly paid up
otherwise *than in cash, and stating in the
case of shares partly paid up the extent to
which they are so paid up, and in either case
the consideration for which they have been
allotted ;

214 THE COMPANIES ACT, 1900.

(6) the total amount of cash received by the com-
pany in respect of such shares, distinguished
as aforesaid ;

the company on capital account to the date
of the report, and an account or estimate of
the preliminary expenses of the company ;

(d) the names, addresses, and descriptions of the

directors, auditors^ (if any), manager (if any),
and secretary of the company ; and

(e) the particulars of any contract, the modification ^

of which is to be submitted to the meeting for
its approval, together with the particulars of
the modification or proposed modification.

(3.) The report shall, so far as it relates to the shares
allotted by the company, and to the cash received in
respect of such shares, and to the receipts and pay-
ments of the company on capital account, be certified
as correct by the auditors,^ if any, of the company.

(4.) The directors shall cause a copy of the report,'^
certified as by this section required, to be filed with
the registrar forthwith after the sending thereof to
the members of the company.

(5.) The directors shall cause a list showing the
names, descriptions, and addresses of the members of
the company, and the number of shares held by them
respectively, to be produced at the commencement of
the meeting, and to remain open and accessible to any
member of the company during the continuance of the
meeting.

(6.) The members of the company present at the
meeting shall be at liberty to discuss any matter
relating to the formation of the company, or arising
out of the report, whether previous notice has been
given or not, but no resolution of which notice has
not been given in accordance with the articles of
association may be passed.

(7.) The meeting may adjourn from time to time,
and at any such adjourned meeting any resolution of
which notice has been given in accordance with the

THE COMPANIES ACT, 1900. 215

articles of association, either before or subsequently to
the former meeting, may be passed, and the adjourned
meeting shall have the same powers as an original
meeting.

(8.) If default is made in filing such report* as
aforesaid or in holding the statutory meeting, then,
at the expiration of fourteen days after the last day
on which the meeting ought to have been held, any
shareholder may petition the Court for the winding up
of the company," and upon the hearing of the petition
the Court may either direct that the company be
wound up, or give directions for the report being filed
or a meeting being held, or make such other order as
may be just, and may order that the costs of the
petition be paid by any persons who in the opinion
of the Court are responsible for the default.

1 This Section replaces Sect. 39 of the Companies Act, 1867,
ante p. 143.

2 1st January, 1901, see Sect, 35, post p. 225.

3 Sect. 6, ante p. 206.

4 Board of Trade form (No. 46) and fees, post pp. 231, 232.

5 Sect. 21 (4), ^os^ p. 221.
«Sect. 11, ante p. 213.

'The Companies Act, 1862, Sect. 82, ante p. 36.

13. — (1.) Notwithstanding anything in any regula- Extra-
tions of a company, the directors of a company shall, genera,^
on the requisition of the holders of not less than meeting,
one-tenth of the issued capital of the company upon
which all calls or other sums then due have been
paid, forthwith proceed to convene an extraordinary
general meeting of the company.

(2.) The requisition must state the objects of the
meeting, and must be signed by the requisitionists
and deposited at the office of the company, and may
consist of several documents in like form each signed
by one or more requisitionists.

(3.) If the directors of the company do not proceed
to cause a meeting to be held within twenty-one days
from the date of the requisition being so deposited, the
requisitionists, or a majority of them in value, may

216 THE COMPANIES ACT, 1900.

themselves convene the meeting, but any meeting so
convened shall not be held after three months from
the date of such deposit.

(4.) If at any such meeting a resolution requiring
confirmation at another meeting is passed, the directors
shall forthwith convene a further extraordinary general
meeting for the purpose of considering the resolution
and, if thought fit, of confirming it as a special resolu-
tion ; and, if the directors do not convene the meet-
ing within seven days from the date of the passing of
the first resolution, the requisitionists, or a majority of
them in value, may themselves convene the meeting.

(5.) Any meeting convened under this section by the
requisitionists shall be convened in the same manner,
as nearly as possible, as that in which meetings are to
be convened by directors.

Mortgages and Charges.
Registra- 14, — (1.) Every mortgaeje or charere created by a

tionofmort- cj. it ^ i- ^i • * < "^ n

gages and company alter the commencement of this Act and
charges. being either —

(a) a mortgage or charge for the purpose of securing

any issue of debentures ; ^ or
(h) a mortgage or charge_on_jincalled capital of the

company; or
(c) a mortgage or charge created or evidenced by an
instrument which, if executed by an individual,
would require registration as a bill of sale ; or
{d) a floating charge on the undertaking or property
of the company,
shall, so far as any security on the company's property
or undertaking is thereby conferred, be void against the
liquidator and any creditor of the company, unless filed
with the registrar for registration in manner required
by this Act 2 within twenty-one days after the date of
its creation, but without prejudice to any contract or
obligation for repayment of the money thereby secured.
(2.) Where the mortgage or charge comprises pro-
perty outside the United Kingdom, it shall, so far as

THE COMPANIES ACT, 1900. 217

that property is concerned, be sufficient compliance
with the requirements of this section, if a deed purport-
ing to specifically charge such property be registered not-
withstanding that further proceedings may be neces-
sary to make such mortgage or charge valid or effectual
according to the law of the country in which such pro-
perty is situate.

(3.) The registrar shall keep, with respect to each
company, a register in the prescribed ^ form of all such
mortgages and charges created by the company after
the commencement of this Act, and requiring regis-
tration under this section, and shall, on payment of the
prescribed fee,* enter in the register, with respect to
every such mortgage or charge, the date of creation,
the amount secured by it, short particulars of the
property mortgaged or charged, and the names of the
mortgagees or persons entitled to the charge.

(4.) Provided that where a series of debentures con-
taining any charge to the benefit of which the debenture
holders of that series are entitled pari passu is created
by a company, it shall be sufficient to enter on the
register —

(a) the total amount secured by the whole series ;

and

(b) the dates of the resolutions creating the series

and of the covering deed, if any, by which the
security is created or defined ; and

and

(d) the names of the trustees, if any, for the deben-
ture holders.

(5.) Where more than one issue is made of deben-
tures in the same series, the company may require the
registrar to enter on the register the date and amount
of any particular issue, but an omission to do this shall
not effect the validity of the debentures issued.

(6.) The registrar shall give a certificate under his
hand of the registration of any mortgage or charge re-
gistered in pursuance of this section, stating the amount
thereby secured (which certificate shall be conclusive

218 THE COMPANIES ACT, 1900.

evidence that the requirements of this section as to
registration have been compUed with), and the company-
shall cause a copy of the certificate so given to be en-
dorsed on every debenture or certificate of debenture
stock which is issued by the company, and the pay-
ment of which is secured by the mortgage or charge
so registered.

(7.) It shall be the duty of the company to register
every mortgage or charge created by the company and
requiring registration under this section, and for that
purpose to supply the registrar with the particulars
required for registration ; ^ but any such mortgage or
charge may be registered on the application of any
person interested therein.

(8.) The register kept, in pursuance of this section,
of the mortgages and charges of each company shall
be open to inspection by any person on payment of
the prescribed fee,^ not exceeding one shilling for each
inspection.

(9.) Every company shall cause a copy of every
instrument creating any mortgage or charge requir-
ing registration under this section, to be kept at the
registered office of the company, and to be open
to inspection by the members and creditors of the
company on payment of such fee, not exceeding one
shilling for each inspection, as may be fixed by the
regulations of the company. Provided that in the case
of a series of uniform debentures a copy of one such
debenture shall be sufficient.

^ Including debenture stock, Sect. 30, post p. 225.

2 Sub-Sect. 3 and following Sub-Sects, of this Section.

3 By Board of Trade, Sect. 30, post p. 224.

^ See for fees prescribed under this Sect., post p. 225.
^ Board of Trade form (No. 47), post p. 224.

15. A judge of the High Court, on being satisfied
that the omission to register a mortgage or charge
within the time required by this Act,^ or the omission
or misstatement of any particular with respect to any
such mortgage or charge, was accidental, or due to

THE COMPANIES ACT, 1900. 219

inadvertence or to some other sufficient cause, or is
not of a nature to prejudice the position of creditors or
shareholders of the company, or that on other grounds
at is just and equitable to grant relief may, on the
application of the company or any person interested,
and on such terms and conditions as seem to the judge
just and expedient, order that the time for registration
be extended, or, as the case may be, that the omission
or misstatement be rectified.

1 Twenty-one days after creation of charge, Sect, 14 (1),
ante p. 216.

16. The registrar may, on evidence being given to Entry of
his satisfaction that the debt for which any registered satisfaction
mortgage or charge was given has been paid or satisfied,

order that a memorandum of satisfaction ^ be entered on
the register, and shall if required furnish the company
with a copy ^ thereof.

^ Board of Trade form (No. 49) and fees, post p. 236.

2 On fee of 5s., London Gazette, 1st January, 1901.

17. The registrar shall keep a chronological index, index to
in the prescribed form and with the prescribed particu- mfJtSges^
lars, to the mortgages or charges registered under this ^v^^
Act. ''^®^'

18. If any company makes default in complying Penalties,
with the requirements of this Act as to the registration

of any mortgage or charge created by the company, the
company and every director, manager, and other officer
of the company, who knowingly and wilfully authorised
or permitted such default shall, without prejudice to
any other liabiUty, be liable on summary conviction to
a fine not exceeding one hundred pounds ; and if any
person knowingly and wilfully authorises or permits
the delivery of any debenture or certificate of debenture
stock required by this Act to be registered, without a
copy of the certificate of the registrar being endorsed
upon it,i he shall, without prejudice to any other lia-
bility, be liable on summary conviction to a fine not
exceeding one hundred pounds.
1 As required by Sect. 14 (6), ante p. 217.

220 THE COMPANIES ACT, 1900.

Annual Sumjnary.

Annual 19. — (1.) The summary mentioned in section twenty-

IsA^eVict. six of the Companies Act, 1862/ shall be so framed as
c. 89. to distinguish between the shares issued for cash and

the shares issued otherwise than for cash or only partly
for cash, and shall, in addition to the particulars re-
quired by that section to be specified, also specify —
(a) the total amount of debt due from the company
in respect of all mortgages and charges which
require registration under this Act, or which
would require such registration if created after
the commencement of this Act ; ^ and
(h) the names and addresses of the persons who are
the directors of the company ^ at the date of the
summary.
(2.) The list and summary mentioned in the said
section twenty-six must be signed by the manager or
by the secretary of the company.

Mn^p. 12.

2 Under Sect. 14, ant^ p. 216.

=^ Board of Trade form (No. 6b), post p. 226.

Amend- 2 0 • Sections forty-five and forty-six of the Companies-

26^vic^^c^* Act, 1862,1 shall apply to companies having a capital
89.88.45,46. divided into shares, and the words " and not having a

capital divided into shares " in those sections shall be

repealed.

1 Ante p. 21.

Audit.^

Appoint- 21. — (1-) Everycompanyshall at each annual general

aStori meeting appoint an auditor or auditors to hold office
until the next annual general meeting.

(2.) If an appointment of auditors is not made at an
annual general meeting, the Board of Trade may, on
the application of any member of the company, appoint
an auditor of the company for the current year, and fix
the remuneration to be paid to him by the company
for his services.

THE COMPANIES ACT, 1900. 221

(3.) A director or officer of the company shall not be
capable of being appointed auditor of the company.

(4.) The first auditors of the company may be ap-
pointed by the directors before the statutory meeting,
and if so appointed shall hold office until the first
-annual general meeting, unless previously removed by
a resolution of the shareholders in general meeting,
in v^hich case the shareholders at such meeting may
appoint auditors.

(5.) The directors of a company may fill any casual
vacancy in the office of auditor, but while any such
vacancy continues the surviving or continuing auditor
or auditors, if any, may act.

^ As to Banking Companies, see the Companies Act, 1879,
Sect. 7, ante p. 151, also Table A, 83 to 94, ante pp. 104, 105.

22. The remuneration of the auditors of a company Remunera-
shall be fixed by the company in general meeting, auditors,
except that the remuneration of any auditors appointed
before the statutory meeting, ^ or to fill any casual
vacancy,^ may be fixed by the directors.

1 Sect. 21 (4).

2 Sect. 21 (5).

23. Every auditor of a company shall have a right Rights and
of access at all times to the books and accounts and aud\tors.
vouchers of the company, and shall be entitled to
require from the directors and officers of the company

such information and explanation as may be necessary
for the performance of the duties of the auditors, and
the auditors shall sign a certificate at the foot of the
balance sheet stating whether or not all their require-
ments as auditors have been complied with, and shall
make a report to the shareholders on the accounts
examined by them, and on every balance sheet laid
before the company in general meeting during their
tenure of office ; and in every such report shall state
whether, in their opinion, the balance sheet referred to
in the report is properly drawn up so as to exhibit a
true and correct view of the state of the company's

222 THE COMPANIES ACT, 1900.

affairs as shown by the books of the company ; and
such report shall be read before the company in
general meeting.

Winding up.

Application 24. The provisions of section two^ of the Joint
vicL*io4. Stock Companies Arrangement Act, 1870, shall apply
s- 2. not only as between the company and the creditors,

or any class thereof, but as between the company and

the members, or any class thereof.
^ Ante p. 145.
Amendment 25. In a voluntary winding up an application under
Vict c 89. section one hundred and thirty-eight ^ of the Companies
s. 138, as to Act, 1862, may be made by any creditor of the com-
?£?,'r pany.

1 Ante p. 58.

Defunct Companies.

Amendment 26. — (1-) Where a company is being wound up and

striking ^^ the registrar has reasonable cause to believe that no

names of liquidator is acting, or that the affairs of the company

companies are fuUy wound up, and the returns required to be

off register, made by the liquidator have not been made for a period

of six consecutive months after notice by the registrar

demanding the returns has been sent by post to the

registered address of the company, or to the hquidator

at his last known place of business, the provisions of

43 Vict. c. 10. section seven ^ of the Companies Act, 1880, shall apply

in like manner as if the registrar had not within one

month after sending the second letter therein mentioned

received any answer thereto.

(2.) In sub-section five'^ of the said section seven,
after the words " or member," in each place where
they occur, shall be inserted the words " or creditor,"
and in the same sub-section, after the word " opera-
tion," the words " or otherwise " shall be substituted
for the word " and ".

''^Ante p. 156.
^Ante p. 157.

v'of ^^'■

THE COMPANIES ACT, 1^19Q^

Companies limited by Guarantee.^ i

27. — (1-) A company limited by guarantee shall not Provisions
be capable of having a capital divided into shares, un- miSies"™
less the memorandum of association so provides, and limited by
specifies the amount of its capital (subject to increase ^*''*"
or reduction in accordance with the Companies Acts)
and the number of shares into which the capital is
divided.

(2.) Every provision in any memorandum or articles
of association or resolution of a company (whether
limited by guarantee or otherwise) purporting to divide
the undertaking of the company into shares or interests
shall for the purposes of this section be treated as a
provision for a capital divided into shares, notwith-
standing that the nominal amount or number of the
shares or interests is not specified thereby.

(3.) In the case of a company limited by guarantee
and not having a capital divided into shares, every
provision in the memorandum or articles of association
or in any resolution of the company purporting to give
any person a right to participate in the divisible profits
of the company otherwise than as a member shall be
void.

(4.) This section shall apply only to companies
registered after the commencement of this Act.

1 The Companies Act, 1862, Sect. 9, ante p. 4 ; Sect, 14, p. 6 ;
Sect. 90, p. 38 ; Sect. 134, p. 57, and Form C, p. 116 et seg^.

False Statements.

28. If any person in any return, report, certificate, Penalty for
balance sheet, or other document, required by or for ^enV*^^*^
the purposes of this Act, wilfully makes a statement
false in any material particular, knowing it to be false,
he shall be guilty of a misdemeanor, and shall be liable
on conviction on indictaient to imprisonment for a
term not exceeding two years, with or without hard
labour, and on summary conviction to imprisonment
for a term not exceeding four months, with or without

224 THE COMPANIES ACT, 1900.

hard labour, and in either case to a fine in Ueu of or
in addition to such imprisonment as aforesaid : Pro-
vided that the fine imposed on summary conviction
shall not exceed one hundred pounds.

Conversion of Stock into Shares.

Conversion 29. Every company limited by shares, and which
share? '"^'' has in pursuance of the Companies Act, 1862, i con-
25 & 26 Vict, verted any portion of its shares into stock, may so far
modify the conditions in its memorandum of associa-
tion, if authorised to do so by its articles as originally
framed or as altered by special resolution in manner
provided in the Companies Act, 1862,2 as to reconvert
such stock into paid-up shares of any denomination.

1 Sect. 12 thereof, ante p. 5.

2 Sect. 50 thereof, ante p. 22.

Supplemental.

Definitions. 30. lu this Act, unless the context otherwise re-
quires,—

The expression "Companies Acts" means the
Companies Act, 1862, and the Acts amending
the same ;

The expression " company " means a company
registered under the Companies Acts ;

The expression "director" includes any person
occupying the position of director, by whatever
name called ;

The expression "registered" means registered
under the Companies Acts ;

The expression " prescribed " means prescribed by
the Board of Trade ;

The expression "prospectus" means any pro-
spectus, notice, circular, advertisement, or other
invitation, offering to the pubhc for subscrip-
tion or purchase any shares or debentures of
a company ;

THE COMPANIES ACT, 1900. 225

The expression "debenture" includes debenture

stock ;
Other expressions ^ have the same meanings as in

the Companies Act, 1862.

1 For these, see in Index under " Definition ".

31. This Act shall, except as otherwise expressed, Application
apply to every company, whether formed before or ^^ ^^^
after the commencement of this Act.

32. The Companies (Winding-up) Act, 1890, and construc-
this Act, shall have effect as part of the Companies Act, 54*'vict.?.^.
1862 ; but nothing in this section shall be construed and of Act.
as extending the Companies (Winding-up) Act, 1890,

to Scotland or Ireland.

33. — (1-) Section twenty-five ^ of the Companies Repeal.
Act, 1867, and the other enactments mentioned in the
schedule to this Act, to the extent specified in the third
column of that schedule, are hereby repealed.

(2.) No proceedings under section twenty-fivfe^ of
the Companies Act, 1867, shall be commenced after
the commencement of this Act.

^ Ante ^.139.

34. This Act shall apply to Scotland, subject to the Application
following provisions and modifications : — ^° Scotland.

(1.) "Solicitor of the High Court" shall mean
enrolled law agent ;

(2.) The provisions of this Act with respect to the
registration of mortgages and charges shall not
apply to companies registered in Scotland ;

(3.) All prosecutions for offences or fines shall be at
the instance of the Lord Advocate or a pro-
curator fiscal as the Lord Advocate may direct.

35. This Act shall, except as otherwise expressed, commence-
come into operation on the first day of January one "^®"**
thousand nine hundred and one.

36. This Act may be cited as the Companies Act, short title.
1900, and may be cited with the Companies Acts, 1862

to 1898.

Section 33.

SCHEDULE.

Enactments repealed.

Session and
Chapter.

Shiort Title.

Extent of Repeal.

25 & 26 Vict.

The Companies Act,

Section eighteen, from

c. 89.

1862.

" A certificate " to the
end of the section.

In sections forty-five and
forty-six, the words
" and not having a
capital divided into
shares."

Section one hundred and
ninety-two.

30 & 31 Vict.

The Companies Act,

Sections twenty-five,

c. 131. -

1867.

thirty-eight, and

thirty-nine.

TABLE OF FORMS directed by the BOARD OF TRADE
to be used for the purposes of the Companies Act,
1900, together with the fees * relating thereto, pub-
lished in the London Gazette, 1st January, 1901.

No. of Certificate . FORM No. 6b.

Names and addresses of the persons who are the Directors
of the Limited, on the

day of 19

(Pursuant to Sect. 19 (1) (b) of 63 and 64 Vict., ch. 48.)

Names.

Addresses.

Signature

Description

{i.e. , Manager or Secretary).
Note. — This List should be annexed to the Annual Return
immediately after the list of Members.

* By a Treasury order, dated 31st January, 1901, all fees payable
to the Registrar of Joint Stock Companies are to be collected by
means of impressed stamps, except in the case of copies of regis-
tered documents supplied to the public, to which adhesive
stamps are to be affixed.

THE COMPANIES ACT, 1900. 227

No. of Certificate . FORM No. 9.

THE COMPANIES ACTS, 1862 to 1900.

Copy of Register of Directors or Managers of the
Company,

Pursuant to Sects. 45 and 46 of 25 and 26 Vict., c. 89, and
Sect. 20 of 63 and 64 Vict., c. 48.

This Notice should be signed by the Secretary of the Com-
pany^ _^^_

Presented for filing by

Copy of the Register of Directors or Managers of the

Company, , and of any changes therein.

Names.

Addresses.

Occupations.

1 Changes.

(Signature)

1 A complete list of the existing Directors or Managers should
always be given. A note of the changes since the last List was
filed should be made in this column, e.g., by placing against
a new director's name the words '' in place of ," and

by writing against any former director's name the words " dead,"
" resigned," or as the case may be.

Fee on presentation for filing, 5s.

No. of Certificate

FORM No. 41.

COMPANIES ACTS, 1862 to 1900.

Declaration of Compliance with the requisitions of the
Companies Acts, made pursuant to Sect. 1 (2) of the Companies
Act, 1900 (63 and 64 Vict. Ch. 48) on behalf of a Company pro-
posed to be registered as the

Presented for filing by

I of do solemnly and sincerely declare that

I am^ , of the Limited, and that all

the requisitions of the Companies Acts in respect of matters
precedent to the registration of the said Company and incidental

1 Here insert : " A Solicitor of the High Court engaged in the
formation " ; or " a Director or Secretary named in the Articles
of Association ".

THE COMPANIES ACT, 1900.

thereto have been complied with. And I make this solemn
Declaration conscientiously believing the same to be true and
by virtue of the provisions of the Statutory Declarations Act,
1835.

the day of one thousand

before me, , a Commissioner

Declared at
nine hundred and
for Oaths.

Fee on presentation for filing, 5s.

No. of Certificate . FORM No. 42.

COMPANIES ACTS, 1862 to 1900.

Consent to act as Director of the Limited, to be

signed and filed pursuant to Sect. 2 (1) (i) of the Companies Act,
1900 (63 and 64 Vict. Ch. 48).

Presented for filing by

To the Registrar of Joint Stock Companies : —

1 , the undersigned, hereby testify ^ consent

to act as director of the Limited, pursuant to S. 2 (1)

(i) of the Companies Act, 1900.

Dated this

1 Here insert " I " or " We ".

2 Here insert " My " or " Our ".

2 If a director signs by " his agent authorised in writing," the
authority must be produced and a copy filed.

Fee on presentation for filing with Registrar, 5s.

No. of Certificate . FORM No. 43.

COMPANIES ACTS, 1862 to 1900.

List of the persons who have consented to be Directors of the
Limited, to be delivered to the Registrar pursuant
to Sect. 2 (2) of the Companies Act, 1900 (63 and 64 Vict. c. 48).
Presented for filing by

To the Registrar of Joint Stock Companies : —
1 , the undersigned, hereby give you notice, pur-

suant to Sect. 2 (2) of the Companies Act, 1900, that the follow-

1 Here insert " I " or " We ".

THE COMPANIES ACT, 1900. 229

ing persons have consented to be Directors of the
Limited.

Signature, Address, and Description of Applicant for Regis-
tration
Dated this day of 190 .

Fee on presentation for filing, 5s.

No. of Certificate . FORM No. 44.

COMPANIES ACTS, 1862 to 1900.

Declaeation made on behalf of the Limited,

that the conditions of Sect. 6 (1) of the Companies Act, 1900
(63 and 64 Vict. c. 48), have been complied with.

Presented for filing by

I of being ^ of the

Limited, do solemnly and sincerely declare : —

That the amount of the share capital of the Company offered
to the public for subscription is £

That the amount fixed by the Memorandum or Articles of
Association and named in the prospectus as the minimum sub-
scription upon which the Company may proceed to allotment
is£

That shares held subject to the payment of the whole amount
thereof in cash have been allotted to the amount of £

That every director of the Company has paid to the Company
on each of the shares taken or contracted to be taken by him
and for which he is liable to pay in cash, a proportion equal to
the proportion payable on application and allotment on the
shares offered for public subscription.

And I make this solemn declaration conscientiously believing
the same to be true, and by virtue of the provisions of the
Statutory Declarations Act, 1835.

Declared at the day of one thousand

nine hundred and before me, ,

a Commissioner for Oaths.

Fee on presentation for filing, 58.

^ Insert here " the Secretary," or " a Director ".

230

THE COMPANIES ACT, 1900.

No. of Certificate

FORM No. 45.

COMPANIES ACTS, 1862 to 1900.

Return of Allotments from the of

to the of 19 , of the

Limited.

Made pursuant to Sect. 7 (1) of the Companies Act, 1900.

(To be filed with the Registrar within one month after the
allotment is made.)

^ Number of the shares allotted payable in cash

>> >> >> j» • • •
Nominal amount of the Shares so allotted

>> >> >> >>

Amount paid or due and payable on each such Share

>> >> »> »>

Number of Shares allotted for a consideration other than
cash

Nominal amount of the Shares so allotted ...

Amount to be treated as paid on each such Share . . .

The consideration for which such Shares have been allotted
is as follows : —

Presented for filing by

^ Distinguish between Preference, Ordinary, etc.

Names, Addresses, and Descriptions of the Allottees.

Surname.

Christian Name.

Address.

Description.

Number
of Shares
allotted.

Fee on presentation for filing, 5s.

THE COMPANIES ACT, 1900.

231

No. of Certificate

POBM No. 46.

COMPANIES ACTS, 1862 to 1900.

Ebport pursuant to Sect. 12 of the Companies Act, 1900
(63 and 64 Vict. c. 48) of the

Limited, to be certified by not less than two Directors, or by-
one Director or Manager whenever there is only one, and for-
warded at least seven days before the Statutory Meeting to every
Member of the Company ; and to be filed with the Registrar
forthwith after the sending thereof to the Members of the Com-
pany (Sect. 12 (4)).

Note. — This form has been provided for the purpose of indi-
cating the nature of the information that is required ; but as
the report to be filed must be a copy of that sent to the share-
holders, all that is contained in that report must appear in this.

(a) The total number of shares allotted is of which

are allotted ^ in consideration of

and upon each of the remaining shares the sum of
has been paid in cash.

(b) The total amount of cash received by the Company in
respect of the shares issued wholly for cash is £ and on
the shares issued partly for cash is £

^Here state as " fully paid up " or •' paid up otherv^se than
in cash to the extent of per share ".

Particulars of Receipts.

Particulars of Payments.

Presented for filing by

The following is an account (or estimate) of the preliminary
expenses of the Company.

232 THE COMPANIES ACT, 1900.

{d) Names, addresses, and descriptions of the Directors^
Auditors (if any), Manager (if any), and Secretary of the Com-
pany.

DIRECTORS.

Surname.

Christian Name.

Address.

Description.

AUDITORS.

MANAGER.

SECRETARY.

(e) Particulars of any contract the modification of which is
to be submitted to the Meeting for its approval, together with
the particulars of the modification or proposed modification.

We hereby certify this report.

) Two
) Directors.
We hereby certify that so much of this report as relates to
the shares allotted by the Company and to the cash received
in respect of such shares and to the receipts and payments of
the Company on capital account is correct.

> Auditors.
Fee on presentation for filing, 5s.

THE COMPANIES ACT, 1900. 233

No. of Certificate . FORM No. 47.

COMPANIES ACTS, 1862 to 1900.

Particulars to be supplied to the Registrar pursuant to
Sect. 14 (7) of the Companies Act, 1900 (63 and 64 Vict., c. 48),
of a mortgage or charge created by the Limited,

and being : —

^ (a) a mortgage or charge for the purpose of securing any

issue of debentures ; or
(6) a mortgage or charge on uncalled capital of the Company ;

or
(c) a mortgage or charge created or evidenced by an instru-
ment, which, if executed by an individual, would require
registration as a bill of sale ; or
{d) a floating charge on the Undertaking or property of the
Company.

^ Strike out the sub-heads (a), (b), (c) or (d) which do not

«.pply.

i(NoTE. — The original instrument evidencing the mortgage or
charge must be presented with this Return within twenty-
one days after the date of its creation (Sect. 14 (1)), accom-
panied by the particulars set out on this form.)

Presented for filing by

234

THE COMPANIES ACT, 1900.

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THE COMPANIES ACT, 1900. 235

Fees under Sect. 14 for registering any mortgage or charge
created by a Company : —

Where the amount of the mortgage or charge does not exceed

£200, 10s.
Where it does exceed £200, £1.
Certificate of registration of any mortgage or charge after
the first Certificate, 5s.

Provided that, in the case of a series of debentures, registered
in accordance with Sub-Sects. 4 and 5 of Sect. 14 of the said
Act, the above fees shall be charged on the first debenture of
such series and a further fee of 6d. on each subsequent de-
benture of the series.

For inspecting the register of mortgages and charges : —
For each inspection. Is.

No. of Certificate . FORM No. 49'

COMPANIES ACTS, 1862 to 1900.

Memorandum of Satisfaction of Mortgage or charge created
by the Limited, to be entered on the register

pursuant to Sect. 16 of the Companies Act, 1900 (63 and 64
Vict., c. 48).

Presented for filing by

To the Registrar of Joint Stock Companies.

The Limited hereby gives notice that the ^

dated the day of one thousand

nine hundred and , and created by the Company for

securing the sum of £ was satisfied to the extent

of £ on the of 190 .

In witness whereof the common seal of the Company was
hereunto affixed the day of one thousand nine

hundred and in the presence of

y Directors. i l.s.^

Secretary.

1 Insert here " mortgage " or " charge," " debentures " or
" debenture stock," as the case may be.

Fee on presentation for filing, 6s.
Fee on furnishing Company with copy, 6s»

236 THE COMPANIES ACT, 1900.

Certificate No. . FORM No. 50.

COMPANIES ACTS, 1862 to 1900.

Company Limited by Shares.

Application for a Certificate of Incorporation to be filed
by a Company which does not issue any invitation to the public
to subscribe for its shares. (Sect. 2 (3) of the Companies Act,
1900.)

Name of proposed Company —

Limited.

Presented for filing by

Company Limited by Shares.

Application by the Subscribers to the Memorandum of Asso-
ciation of

Company, Limited, being a Company such as is specified in
Sect. 2 (3) of the Companies Act, 1900, and which does not
issue any invitation to the public to subscribe for its shares, for
a Certificate of Incorporation as a Limited Company under
the Companies Acts, 1862 to 1900.

We, the several persons whose names are subscribed, hereby
declare that the

Company, Limited, whose Memorandum of Association
is delivered herewith, does not issue any invitation to the public
to subscribe for its shares.

Names, Addresses, and Descriptions of Subscribers.

Dated this day of , 190 .

Witness to the above signatures —

Fee on presentation for filing, 5s.

INDEX.

ABSTRACT

of payments before statutory meeting, to appear in report^

214.
ACCIDENTAL OMISSION OR MISSTATEMENT

as to charges requiring registration, relief for, 218.

ACCOUNTS

of company to be accessible to auditors, 221.

auditors to report to shareholders on, 221.

to be evidence of certain facts in winding up, 63.

disposal of, on dissolution of company, 63.

provisions in Table A as to, 103, 104, 105.
of banking company to be audited annually, 151.

to be accessible to auditors, 151.

auditors to report on, 151.
of liquidators, to be evidence in winding up, 63.

disposal of, on dissolution of company, 63.

to be audited, 179.
of receipts, etc., in winding up, Board of Trade to keep,

178.
ACCUMULATED PROFITS,

capital may be reduced by return of, 154.

amount thereof to be stated in statement of account, 155.

ACT OF PARLIAMENT

regulating company, Registrar to have copy before register-
ing under Part VII., 77, 78.
effect of registration on provisions of, 82.
not to prevent re-registration, 153.
restrictions on registration of company with liability

limited by, 75.
ACTION,

restrictions on beginning, after winding up commenced,

37, 88.
or proceeding with, 37, 84, 88.
liquidator may bring or defend, in company's name, 40.

238 INDEX.

ACTION {continiied),

limited company may be ordered to give security for costs

when plaintiff in, 30.
company not registered as required cannot be plaintiff in,

91.
but may be defendant in, 91.

ADDRESS OF COMPANY

to be at its registered office, 18.

ADJOURNMENT

of hearing petition to wind up, 37.

of meeting, provisions as to, in Table A, 99.

of statutory meeting, 214.

ADJUSTMENT,

final, of rights of contributories inter se, 17, 18.
where company unregistered, 88.
may be made by Court, 46.
Court may make calls for, 43.

ADMINISTRATION

of estate of deceased contributory, 44.
powers of liquidator as to, 40.

of closing of register to be in local newspaper, 14, 20.
of directors, restrictions upon, 202.
notice of resolution to wind up voluntarily to be by, 55.
of general meeting when winding un concluded to be

by, 59.
prospectus published in newspaper as, what to contain, 212.

AFFIDAVIT,

before whom, may be sworn, 53.

AGENTS

of company to produce books, etc., to inspectors, 26.

to answer questions of inspectors, 27.
company may appoint abroad to contract, etc., under

company's seal, 126.
duration of authority of such, how to be limited, 127.

ALLEGED CONTRIBUTORY,

when deemed to be a contributory, 32.

ALLOTMENT,

conditions to be complied with before making, 204.
liability of directors not so complying to applicants, 205.

to company and allottees, 205.
such conditions not to apply to subsequent, 205.
contrary to Act, when to be voidable by applicant, 205.

INDEX. 239

ALLOTMENT {continued),

of shares equal to minimum subscription to be made before
company commences business, 206.
return of particulars of, to be filed with Eegistrar, 207.
what particulars to appear in return, 207.

when consideration for, not wholly cash, 207.
penalty on director, etc., for failure to make return of, 207.

ALLOTTEES

may sue director contravening requisitions as to allot-
ment, 205.
names, etc., of, to appear in return, 207.

ALLOWANCE,

payment of, for subscribing for shares, when lawful, 207.
when unlawful, 208.

ALTERATION

of form of constitution of company, how made, 161.

requires confirmation by Court, 161.
of memorandum of association, how made, 5.

restrictions upon, 5.
of name of company, how made, 6.

not to affect rights, etc., of company, 9.
of name of director, etc., to be notified to Registrar, 21.
of objects specified in memorandum of association, 161.

purposes for which Court will sanction, 161,

order confirming, etc., to be registered, 162.
of provisions of letters patent or act regulating company,

82, 83, 84, 144.
of registered office to be notified to Registrar, 18.
of regulations of company, to be by special resolution, 22.
of status of members in winding up, when void, 63.
of tables and forms in schedules. Board of Trade may

make, 31.
fraudulent, of books, etc., to be a misdemeanour, 68.

[amount,

nominal, of share, at least 5 per cent, to be payable on

application, 205.
of proposed capital to appear in memorandum of associa-
tion, 3.
and in articles of association in some cases, 6.
of minimum subscription, to be subscribed before allot-
ment, 204.
paid, etc., on shares of company to be entered in register,

11.
paid up on shares, company seeking registration under

Part VII. must state, 78.
paid up on shares of company may vary, 138.

240 INDEX.

ANNUAL LIST

to be made every year within twenty-one days of first,

general meeting, 12.
what to contain, 12.

where capital reduced by return of profits, 155.
to be signed by manager or secretary of company, 220.
copy of, to be forwarded to Eegistrar, 12.

exception in case of company formed not for gain, 138.

ANNUAL SUMMARY,

what to contain, 12, 220.

particulars as to share warrants in, 141.

to be signed by manager or secretary of company, 220.

to be forwarded to registrar, 13.

APPEAL

from order in winding up, to what Court, etc., 50.

when notice of, to be given, 50.
by creditor or contributory against arrangement with

creditors, 58.
by person aggrieved by decision of liquidator, 181.
by company struck off register as defunct, 157.

APPLICANTS FOR SHARES,

when can claim return of money, 215.

may avoid allotment made contrary to Companies

Act, 1900, 205.
[See also under APPLICATION infra.]

APPLICATION

for directions, liquidator or contributory may make, 58.
for examination of company's affairs, members may make,,

25.
must be supported by evidence of hona-fides, 26.
for meeting of creditors to consider arrangement, 145.
for order for rectification of register, 15.
confirming reduction of capital, 132.
for registration of memorandum, etc., of association to be
accompanied by list of directors, 203.
for relief of non-filing of contract, 200.
for restoration to register of company struck off as defunct,

157, 222.
for shares, amount payable on, to be at least 5 per cent, of
nominal amount thereof, 205.
for stay in action against creditor or contributory, 84.

where company unregistered, 88.
for stay of winding-up proceedings, 38.
for winding up, to be by petition, 36.
who may make, 36.

INDEX. 241

APPOINTMENT

of auditors, to be made at annual meetings, 220.
or in default by Board of Trade, 220.
first, directors may make before statutory meeting,

221.
directors may make, on casual vacancy, 221.
of banking companies, 151.
of director, restrictions upon, 202.

of director or manager, valid though defect subsequently

discovered, 29.
of inspectors of Board of Trade to examine company's

affairs, 25.
of other inspectors to examine company's affairs, 26.
of liquidator, Court may make provisionally, 37.
Court may give creditors power to make, 57.
in voluntary winding up, when Court may make, 59.
company may make in general meeting, if vacancy

occurs, 59.
ARBITRATION,

company may agree to refer matter in dispute to, 31.
provisions of Railway Companies Arbitration Act, 1859, to

apply to, 32.
for settling price payable to dissentient member, 67.

ARRANGEMENT

as to powers of liquidators, 57.
with creditors, power of liquidators to make, 64.
when binding in voluntary winding up, 57.
right of appeal against, 58.
Court may call meeting to decide as to, 145.

and may sanction if carried by three-fourths

majority, 145.
with contributories or debtors, liquidators may make, 65.
with dissentients from proposed alteration of company's

objects, 162.
by liquidators for sale of property of company to another

company, 65.
ARREST

of contributory, when Court may order, 48.

of person suspected of having property of company, 47.

ART,

company formed to promote, may only hold two acres with-
out licence, 10.
may be licensed to omit " limited," 137.

ARTICLES OP ASSOCIATION

compulsory where company limited by guarantee or un-
limited, 6^
regulations to be prescribed by, 6.

regulations in, may be altered by special resolution, 22.
16

242 INDEX.

ARTICLES OF ASSOCIATION (continued)

copy of special resolution to be embodied in, 26.
to be printed, stamped, attested and registered, 7.
application for registration of, to be accompanied by list
of consenting directors, 203.
member entitled to copy of, for one shilling, 9.
bind members as though they had signed, etc., 7.
to appoint as directors only such as have filed consent to

act, 202.

may authorise use of foreign official seal, 127.

where company formed not for gain, Board of Trade may

insert special provisions in, 137.

substitution for, by company registered but not formed

under the Companies Acts, 82.

ASSENT

of members necessary to registration under Part VII., 75.
provisions as to majority, etc., required for, 76.

ASSETS OF COMPANY

may be charged with expenses of inspectors into com-
pany's affairs, 26.
capital unrepresented by available, may be cancelled, 146.

ASSETS OF COMPANY IN WINDING UP,

liability of members, past and present, to contribute to,

17, 32.
in case of company limited by guarantee, 38, 57.
in case of unregistered company, 88.
liability to contribute to, to be specialty debt, 32.
to be applied in discharge of company's liabilities, 42.
liquidators to take necessary steps to distribute, 41.
powers of liquidators to arrange questions as to, 65.
costs, etc., of voluntary winding up to be first charge on,

60.
costs of prosecuting guilty directors, etc., may be charged

on, 69.
ASSIGNEE

of bankrupt contributory, when deemed a contributory, 33.

in unregistered company, 88.
of chose in action of company may sue or be sued, 64.

ASSOCIATION

exceeding certain number illegal unless registered, 1.
not for gain may be licensed to omit "limited" after

name, 137.
certificate of incorporation to be evidence of due registra-
tion of, 202.

ATTACHMENT

of effects of company, void after winding up commenced,

67.

INDEX. 243

AUDIT,

provisions as to, in Table A, 104, 105.
of accounts of banking company to be at least annual, 151.
of accounts of liquidators by Board of Trade, 179.
copy of, to be accessible to creditors, etc., 179.
to be printed and posted to creditors and contributories,

179.
[See also under AUDITORS infra.]

AUDITORS,

provisions as to, in Table A, 104, 105.
to be appointed at each general meeting by company, 220.
or by Board of Trade, if company makes default, 220.
remuneration of, to be fixed at general meeting by com-
pany, 221.
directors or officers not to be appointed as, 221.
first, directors may appoint before statutory meeting, 221.
and fix their remuneration, 221.
names and addresses of to appear in prospectus, 211.
to certify correctness of certain particulars in pre-
liminary report, 214.
provisions as to vacancies amongst, 221.
to have access to accounts, books, etc., of company, 221.
may require information from directors, etc., of com-
pany, 221.
to certify on balance sheet compliance with requirements,

221.
to report to shareholders on accounts and balance sheets,

221.
of accounts of banking companies, special provisions as

to, 151, 152.
AUTHENTICATION

of notices, etc., may be under hand of authorised officer of

company, 27.
of particulars required from company registering under

Part VII., 79.

BALANCE SHEET,

form of, appended to Table A, 106.

of company, auditors to report on, 221.

and append certificate to, of compliance with their

requirements, 221.
making of false statement in, to be misdemeanour, 223.
of banking company, auditors to report on, 151.
by whom to be signed, 152.

BANKING COMPANY,

if of more than ten members, must be registered, 1.
if limited, to publish statement in Form D, 20, 109.
not to have liability limited in respect of its notes, 150.

244 INDEX.

BANKING COMPANY {ccmtinued),

may state on notes that liability thereon is unlimited, 150.
accounts to be audited annually, 151.
books and accounts of, to be accessible to auditors, 151.
auditors to report on accounts and balance sheet of, 151.

such reports to be read at general meeting of, 151.
balance sheet of, to be signed by auditors, secretary, and
at least three directors, 152.
BANKRUPTCY

of contributory, effect of, 33.

in unregistered company, 88.
BEARER,

fully paid-up shares may be issued in name of, 139.

dividends on which may be paid by coupon, etc., 139.
of share warrant entitled to shares specified therein, 139.
and may transfer them by delivery, 139.
may be registered as member on giving up warranty

140.
when may be deemed a member of company, 140.
not to be thereby qualified as director, etc., 140.
fraudulent personation of, to be felony, 141.

BENEFIT SOCIETY

to publish statement in Form D, 20, 109.

BILL OF EXCHANGE,

when deemed to have been made, etc., by company, 21.
liquidator may draw, etc., in name of company, 40.

BILL OF SALE,

instrument of charge similar to, on company's property to

be registered, 216.
BOARD OF TRADE,

sanction of, required for alteration of name of company, 6.

or of letters patent of company formed thereunder, 82.

licence of, required by certain companies desirous to hold

land, 10.
form of such license, 122.
or to omit " limited " from its name, 137.
may appoint inspectors to examine company's affairs, 25.
such inspectors to report on examination to, 26.
may require applicants for such examination to give

security for costs, 26.
may direct how costs of examination to be paid, 26.
power of, to alter forms, etc., in first schedule of Com-
panies Act, 1862, 31.
to make regulations as to striking off defunct

companies, 157.
to appoint auditor where company fails to do so, 220.
with respect to constitution, fees, etc., of registration

office, 71, 72, 78.

INDEX. 245

BONUS SHARES,

legality of issue of, 208.

BOOK OF PROCEEDINGS,

company required to keep, 29.

BOOKS OF COMPANY

to be accessible to auditors, 151, 221.
(banking) list of, to be furnished to auditors, 151.
to be produced to inspectors examining company's aflEairs,

26.
in winding up, to be kept by liquidator, 179.

Court may order delivery of, to liquidator, 42.

inspection of, by creditors, etc., 64.
to be evidence of certain facts, 63.
fraudulent destruction, alteration, etc., of, 64.
how to be disposed of, on dissolution of company, 63.

BOOKS OF LIQUIDATORS

to be evidence of certain facts, 25.

how to be disposed of, on dissolution of company, 63.

/jBORROWING POWERS OF COMPANY,
restrictions on exercise of, 206.
penalty for illegal exercise of, 206.
for forming fund under Forged Transfers Act, 194.

BROKERAGE,

payment of proper, to be legal, 208.

BUSINESS OF COMPANY,

restrictions on commencement of, 206.
penalty for illegal commencement of, 206.
certificate of Registrar of right to commence, 206.

such certificate to be conclusive evidence of right, 206.
company failing to commence or carry on for one year may

be wound up, 34.
or struck off register as defunct, 156.
in case of unregistered company, 85.

alteration of memorandum of association for the better

carrying on of, 162.
company transacting, abroad may have seal for use abroad,

126.
certain companies transacting, in colonies may keep

colonial registers, 158.
principal place of, to fix place of registration of unregis-
tered company for winding up, 85.
company not to carry on, after winding up begins, 55,
carrying on of, by liquidator in winding up, 40.

246 INDEX.

n/ calls on shares,

f^ amount of, made, received, etc., to appear in summary, 12.

amount of, may he varied in different shares, 138.
time of payment of, may be varied in different shares, 138.
power of directors to make, according to Table A, 93, 94.
such power to extend to unpaid capital increased by return

of profits, 154.
when shareholder may compel retention of money to

represent future, 154.
in action for, against member special matter need not be

alleged, 30.
liability to satisfy, to be specialty debt, 32.
Court may make, in winding up by or under supervision

of Court, 43, 62, 175.
liquidator may make, in voluntary winding up, 56.
CANCELLATION,

effect of surrender of share warrant for, 140.
of capital lost or not represented by available assets, 146.
of unissued shares, memorandum of association may

sanction, 147.

not to be subject to certain provisions of Companies

^ Act, 1867, 148.

^* amount of, to be stated in prospectus, 209.
and in memorandum of association, 3.
may be increased by issue of new shares, 5.
notice of increase of, beyond registered capital to be given
to Registrar within fifteen days, 15.
provisions in Table A as to increase of, 96, 97.
may be consolidated and divided into shares of larger

amount, 5.
or of smaller amount, 136.
may be converted into stock, 5.
effect of such conversion, 13.

notice of conversion or division of, into larger shares to be

given to Registrar, 13.

statement of division of, into smaller shares to appear in

subsequent memorandum of association, 137.

companies seeking registration under Part VII. to furnish

certain particulars as to, 78, 79.

power to reduce, by special resolution sanctioned by Court,

132.
minute showing certain particulars of, as reduced, to be

approved by Court, 134.
minute and order to be registered, 134, 154.
company with reduced, to add "and reduced" to end of

name, 132.
but Court may dispense with " and reduced " in

certain cases, 147.

INDEX. 247

CAPITAL {continmd),

Court may make order to reduce, on terms, 147.

creditors may object to reduction of, 133.

when Court may disregard creditors' objections, 147.

position of creditor ignorant of reduction of, 135.

definition of, in Companies Act, 1867, 146.

may be cancelled if lost, 146.

or unrepresented by available assets, 146.
in excess of wants of company may be paid off, 146.
^^reduction of paid-up, need not affect liability on shares, 146.
uncalled, charge on, to be registered, 216.
unissued, may be cancelled so as to reduce, 147.
/^pccumulated profits may be returned so as to reduce, 154.
reserve, may be provided, 150.

not to be used for buying out dissentient members, 162.
not to be used for paying commission, except as provided,

208.
CAPITAL OF COMPANY LIMITED BY GUARANTEE

not to be divided into shares unless memorandum of

association so provides and specifies its amount, 223.

number of shares into which divided, to be stated in

memorandum of association, 4, 223.

effect of winding-up. order on, 57.

CASH PAYMENTS

on allotment, only to be reckoned in fixing minimum

subscription, 204.
on partly paid-up shares to appear in report, 213.

CERTIFICATE

of auditors to be annexed to certain particulars in first

report, 214.

of compliance with their requirements, 221.
of incorporation to be issued on registration, 8.

to be altered on company changing name, 6.

to be furnished to any applicant, 72.

to be conclusive as to compliance with requisitions as

to registration, 202.

of company registering under Part VII., 80.

of banking company existing before 1862, 79.
of limitation of liability to be issued on registration, 8.
of registration of charge, etc., to be given by Registrar, 217.

to be conclusive as to compliance with requisitions,

217.

copy of, to be endorsed on debentures affected, 217.

of order confirming alteration of objects, 163.

to be conclusive as to compliance with requisitions, 163.

of order, etc., reducing capital, 134.

to be conclusive as to compliance with requisitions, 134.
of shares or stock to be evidence of title thereto, 14.

provisions in Table A as to, 93.

248 INDEX.

CERTIFIED COPY OF DOCUMENTS
kept by Registrar to be supplied, 72.
registered under Companies Acts to be evidence, 148.

CHAIRMAN OF MEETING,

provisions in Table A as to, 98, 99, 102.
declaration of, as to voting conclusive if poll not demanded,

23.
person elected by members present to be, unless company's
regulations provide otherwise, 24.
CHANGE

of form of constitution of company, how made, 161.

requires sanction of Court, 161.
of name of company, how made, 6.

not to affect rights, etc., of company, 9.
of name of director, etc., to be notified to Registrar, 21.
of objects specified in memorandum of association, 161.
purposes for which Court will sanction, 161.
order confirming, etc., to be registered, 162.
of registered office to be notified to Registrar, 18.
of status of members in winding up, when void, 63.

CHARGES,

copy of deeds creating, to be kept for inspection at com-
pany's office, 218.
debt due on, to be stated in annual summary, 220.
floating, on property of company to be registered, 216.
register of, affecting company's property to be kept, 20, 217.

to be open to inspection, 20, 218.

when judge may order inspection of, 20.

index to, to be kept, 219.

memorandum of satisfaction may be entered on, 219.
registration of, when required, 216.

effect of failure to comply with, 216.

comprising foreign property, regulations as to, 216.

certificate of, to be given, 217.

compulsory on company, 218.

permissible for any person interested, 218.

Court may grant relief for omission in, 218.

penalty for failure to effect, 219.

CHARITY,

restrictions on holding of land by company formed to

promote, 10.
form of such licence, 122.
company formed to promote, may be licensed to omit

" limited," 137.
CHOSE IN ACTION,

disposition of, after winding up commenced, void, 63.
assignee of, under Company Acts may sue in own name, 64.
effect of registration of company under Part VII. on, 81.

INDEX. 249

CIRCULAR

inviting further subscriptions from existing members, etc.,

211.
offering shares, etc., to public for subscription, is a

"prospectus," 224.
CLAIMS IN WINDING UP

of all descriptions may be proved, 64,

power of liquidators to compromise, 64, 65, 145.

CLOSING

of register, power of company as to, 14.

of transfer books, provisions in Table A as to, 94.

■COLONIAL REGISTER

certain companies may keep, 158.

notice of place of keeping to be given to Registrar, 158.

to be deemed part of company's register, 159.

to be prima facie evidence of contents, 159.

regulations as to entries in, 159.

company may discontinue or regulate keeping of, 159, 160»

•COMMENCEMENT OF ACT

of 1862, on 2nd November, 1862, 1.
of 1900, on 1st January, 1901, 225.

COMMENCEMENT OF BUSINESS OF COMPANY,
restrictions on, 206.
penalty for illegal, 206.
Registrar's certificate authorising, 206.

COMMENCEMENT OF WINDING UP,

by Court, to date from presentation of petition, 37.
voluntary, from passing of resolution to wind up, 54.
company not to carry on business after, 55.

COMMISSION

for underwriting shares, when lawful, 207.

when unlawful, 208.
amount paid as, to be stated in prospectus, 208, 210.

COMMISSIONERS

for taking evidence in winding up, who are, 62.

COMMITTEE

of creditors, delegation of appointment, etc., of liquidators

to, 67.
of directors, provisions in Table A as to, 101, 102, 103.
of inspection, application to Court to appoint, 168.

of whom to consist, 171.
ot inspection, regulations as to meetings of, 172.
Board of Trade to act in default of, 173.

250 INDEX.

COMMON SEAL,

incorporated company to have, 8, 81.

company's name to be legibly engraved on, 19.

company may issue bearer warrants under, 139.

company may execute deeds under, 142.

liquidator may use, in winding up, 40,

seal of company's attorney abroad, when effective as, 25.

for use abroad, certain companies may prepare official, 126..

what to appear on face of, 126.

agent affixing, to add date of sealing, 127

COMPANY [in general],

constitution of, minimum number to be seven, 2, 22. .

who are or become members of, 10.

limitation of liability of members of, 3.
incorporation of, 8.
registration of, in certain cases compulsory, 91.

consequences of default in such cases, 91.
power of, to change its name, 6.

to issue shares, some fully paid up, others not, 138.

to make contracts under seal, etc., 142.

to execute deeds abroad by attorney, 25.

to refer disputed matters to arbitration, 31.

to compensate for losses arising from forged transfers,

194, 195.
winding up of, under what circumstances, 34, 54.

when deemed insolvent, 34.

to operate as stay of actions, etc., against, 37, 67.

power of liquidator in, 40.

costs of, to be a charge on the property, 46, 60.

effect of, on status and property of, 55, 56.

arrangements with creditors and others in, 57, 64, 65..

for purposes of reconstruction, 65.
dissolution of, after winding up, 28, 37.

as being defunct, 156, 222.

COMPANY, EXISTING,

formed under Joint Stock Companies Acts, 74.
registered under Joint Stock Companies Acts, 74.
regulations as to registration of, 75.
when capable of registration under Companies Acts, 76.
not joint stock company, requisitions for registration of, 78.
if banking company desirous of limiting liability, notice
must be given to customers, 79.

COMPANY LIMITED BY SHARES,
what is, 3.

what memorandum of association of, must contain, 3..
may have articles of association, 6.
otherwise Table A applies, 7.

INDEX. 251

COMPANY LIMITED BY SHARES {continued),
name of, to appear on offices, notices, etc., 19.

but may in certain cases be licensed to omit " limited,"

137.
registering under Part VII. to add " limited " to name, 80.
liability of directors in, may be unlimited, 129, 131.
power of, to reduce capital, 132.
power of, to convert, divide or increase capital, 5.
may subdivide capital into smaller shares, 136.
may issue share warrants to bearer, 139.

COMPANY LIMITED BY GUARANTEE,

what is, 4.

what memorandum of association must contain, 4.
must have articles of association, 6.

form of memorandum and articles of association of. 111,

112.
name of, to appear on offices, notices, etc., 19.

but may in certain cases be licensed to omit " limited,"

137.
not to have capital divided into shares unless memorandum
of association so provides, etc., 223.
effect on capital of, of winding-up order, 38.
of voluntary winding up, 57.

COMPANY, UNLIMITED,
what is, 4.

what memorandum of association of, must contain, 4.
must have articles of association, 6.
form of memorandum and articles of association, 118.
formed under Joint Stock Companies Acts, power of, to
alter amount and division of capital, 74.
may re-register as limited company, 149.
re-registration not to affect prior liabilities, etc., 150.
on re-registration, may provide reserve or increase nominal

capital, 150.

COMPENSATION FOR LOSS

owing to forged transfer, company may make, 194.

or owing to transfer under forged power of attorney,.

194..
whatever the date of the forgery, 197.
company may provide fund for paying, 194.

COMPLIANCE

with requisitions as to registration, 202.

certificate of incorporation to be evidence of, 202.
with conditions precedent to allotment, 204.

statutory declaration as to, 206.

252 INDEX.

COMPROMISE

with creditors, power of liquidators to make, 64.
when binding in voluntary winding up, 57.
right of appeal against, 58.
Court may call meeting to decide as to, 145.

and may sanction if carried by three-fourths

majority, 145.
with contributories or debtors, liquidators may make, 65.

CONDITIONS

to be complied with before allotment, 204.

result of non-compliance with, 204.
requiring waiver of requirements as to allotment, void, 205.

as to prospectus, void, 212.
in memorandum of association, implied covenant as to, 5.

modification of, 5.

CONFIRMATION

of special resolution at second general meeting, 23.

CONSENT

of directors to act, must be filed before they can be named

or appointed, 202.

CONSIDERATION FOR ALLOTMENT OF SHARES
if other than cash to be specified in returns, 207.

and in report previous to statutory meeting, 213.
contract of allottee's title to be filed, 207.

CONSIDERATION FOR ISSUE OF SHARES
to be stated in prospectus, 209.
Court may grant relief for non-filing of, 200.
filing of memorandum of, by leave of Court, 201.

CONSIDERATION FOR SALE OF COMPANY,

shares, etc., in purchasing company may be, 65.

CONSOLIDATION OF CAPITAL OF LIMITED COMPANY,
power as to, 5.
notice of, to be given to Registrar, 13.

CONTRACT,

company may enter into specialty, under their common

seal, 142.
written, by authorised agent's signature, 142.
parol, by authorised agent, 142.

foreign, by agent authorised to use their foreign

official seal, 126.
or (if specialty) by seal of their attorney ap-
pointed under their seal, 25.
of company not entitled to commence business, to be only

provisional, 206.

INDEX. 253

CONTKACT {continiLed),

of title of allottee giving consideration other than cash to
be filed within one month of allotment, 207.
particulars of material, to be stated in prospectus, 210.
unless entered into in ordinary course of company's

business, 210.
or more than certain time before date of prospectus,.

210.
referred to in prospectus not to be varied before statutory

meeting, 213.
particulars of proposed variation to be stated in

report, 213.
by directors to qualify to be filed before they are named or

appointed, 202.
of company seeking registration under Part VII. not to be

affected thereby, 81.
CONTEIBUTION OF DIRECTORS,

amongst themselves though tortfeasors, 193.
with unlimited liability in winding up, 130.

CONTRIBUTION TO ASSETS OF COMPANY IN WINDING

UP,
declaration as to, by member of company limited by

guarantee, 4, 76.
liability of present and past members as to, 17, 32.
[See also under CONTRIBUTORIES infra.']

CONTRIBUTORIES,
definition of, 32.
nature of liability of, 17, 32.
liability of in unregistered company, 88.

in company not formed but registered under Companies

Acts, 83.
personal representatives of deceased, to be, 33.
assignees of bankrupt, to be, 33.
husbands of, to be in certain cases, 33.
past members when liable as, 17.

directors, etc., with unlimited liability when liable as, 130.
liability of, to creditors ignorant that company has re-
duced its capital, 135.
may petition Court to wind up company in certain cases,

36, 143.
wishes of, as to method, etc., of winding up, to be con-
sulted, 38, 61.
Court to settle list of, 42.

and distinguish between classes of, therein, 42.
calls may be made on, in winding up, 43, 56.

and rights adjusted inter se, 46, 56.
meetings of, when to be called, 59, 168, 181.
rules for holding meetings of, 186—189.

254 INDEX.

CONTRIBUTOEIES {continued),

to be represented on committee of inspection, 171.
rights of, where company enters into arrangement with its

creditors, 145.
compromise with, may be made in winding up, 65.
may apply to Court for directions, inspection, etc., 58, 60,

64.
to stay proceedings, etc., 37, 38.
proceedings against, if suspected of absconding, 48.
for fraudulently destroying books, etc., 68.
estates of deceased, 41, 44.
may be ordered to pay debts subject to right of set-off, 43.
to hand company's property to official receiver, 42.
to pay debts into Bank of England, 44.

CONVERSION

of shares into stock, power of company to effect, 5.

notice of, to be given to registrar. 13.

effect of, 13.

provisions as to, in Table A, 96.
of stock back into shares, 224.

COPY,

certified, of documents kept by Registrar to be supplied, 72.

registered under Companies Acts to be evidence, 148.

member entitled to buy, of memorandum and articles of

association, 9.
of register of members, 14.
of statement in Form D, 20.

of special resolution where company has no articles of

association, 24.
to be supplied to Registrar, of annual list and summary, 12.
of report prior to statutory meeting, 203.
of winding-up order, 38.
of special resolution, to be embodied in articles of associa-
tion, 24.
of resolution that directors' liability is unlimited, 131.
of minute as to reducing capital, to appear in subsequent
memorandum of association, 136.
of certificate of registration of charge, to be endorsed on

debenture, 217.
of deed, etc., creating charge, to be kept at registered

office, 218.

of memorandum of satisfaction of charge entered on

of entries in colonial register, to be sent to registered office,

159
CORPORATE BODY,

company becomes on registration, 8.

continues to be, during voluntary winding up, 55.

INDEX. 256

COSTS,

upon application to rectify register, 16.
incurred by allottee through improper allotment, directors

liable for, 205.
on petition to wind up, 37.

presented owing to default in holding statutory meet-
ing, etc., 215.
of winding up, past and present members liable to contri-
bute to, 17.
in unregistered company, 88.
calls may be made to satisfy, 43, 56.
Court may determine priority of, 46.
(voluntary), to be prior charge on company's assets, 60.
of prosecuting guilty directors, etc., 69.
limited company suing may be ordered to give security

for, 30.

penalty under Companies Act, 1862, may be ordered to be

applied towards payment of, 28.

COUNTY COURT,

jurisdiction of, in winding up, 164, 165.

COUPON,

dividends on share warrants may be paid by, 139.
forgery, etc., of, to be felony, 141, 142.
personation of owner of, to be felony, 141.

COURT,

having jurisdiction to wind up company, 164, 165.
conduct of winding up business in, 165.
when company may be wound up by, 84.
application for winding up by, to be by petition, 36.
may deal with petition on the hearing thereof, 37.
ordinary powers of, in winding up, 42 — 46.
extraordinary powers of, in winding up, 46 — 48.
statutory powers not to derogate from common law powers

of, 48.
power of, to appoint, etc., liquidators, 37, 39, 59, 61, 167.
powers of, as to staying proceedings in winding up, 37,

38, 84.
winding up under supervision of, 60 — 62.
may call meeting of creditors to consider proposed arrange-
ment, 145.
may examine, etc., persons believed to have property of

company, 47.
directors, etc., on ofi&cial receiver's report, 170, 171.
persons in Scotland, 52.
may order delinquent directors, etc., to pay damages, 173,

199.
or to be prosecuted, 68.

266 INDEX.

COURT {continued),

order of, in England enforceable in Scotland or Ireland,

49.
applications to, in voluntary winding up, 58.
sanction of, required for reduction of capital, 132, 134.
to settle list, etc., of creditors entitled to oppose reduction,

133, 147.

sanction of, required for alteration of memorandum, etc.,

of association as to objects of company, 161.

may restore to register company struck off as defunct, 157..

COVENANT,

to be bound by memorandum of association, implied on

members of company, 5.

CREDITORS OF COMPANY,

when entitled to object to proposed reduction of capital,

133.
penalty for concealing names, etc., of, entitled to so object,

136.
when Court may dispense with consent of such, 133, 147.
ignorant of proposed reduction, protection of rights of, 135.
protection of interests of, on proposed alteration of objects

of company, 161.
arrangements with, power of liquidators to make, 64.
when binding in voluntary winding up, 57.
right of appeal against, 58.
Court may call meeting to decide as to, 145.

and may sanction, if carried by three-fourths

majority, 145.
may petition Court to wind up company, 36.
may claim that winding up should be by Court, 60.
may apply to Court in voluntary winding up for directions,

etc., 58, 60, 222.
wishes of, as to winding-up proceedings to be regarded,

38, 61.

may obtain order for inspection of company's books, etc.,

in winding up by or under supervision of Court, 64.

Court may fix date within which debts of, must be proved,

45.
preferential right of, to dividend, etc., due to members as

such, 18.
transfer of all effects of company to trustees for benefit of,

void, 68.
when may apply to Court for stay of proceedings, etc., 37,

38, 84, 88.
company may delegate power of appointing liquidators,

etc., to, 57.
meetings of, in winding up, official receiver to call, 168.
rules for conduct of, 186 — 189.

INDEX. 257

CUSTODY

of books, etc., of company and liquidators on dissolution,

63.
CUSTOMERS

of banking company about to register under Part VII., to

have notice, 79.
rights of such, where such notice not given, 80.

DAMAGES,

incurred owing to improper allotment, directors' liability

for, 205.
untrue prospectus, directors' liability for, 191.
improper use of person's name as director, indemnity

for, 192.
Court may assess, against delinquent directors, etc., 173.

DATE

to appear on register, of entry of member's name thereon,

11.

on which membership ceased, 11.

of issue of share warrant, 140.

of surrender of share warrant, 140.
of making call, provisions in Table A as to, 93.
when Companies Act of 1862 came into force, 1.

of 1900 came into force, 225.

DEATH

of contributory, effect of, 83.

y DEBENTURES
include debenture stock, 225.

may be ofEered for subscription at same time as shares,

206.
number and amount of issue, etc., of, to be stated in pro-
spectus, 209.
charge for securing issue of, to be registered, 216.
regulations as to registration of series of, 217.
copy of certificate of registration of certain charges to be

endorsed on, 217.
penalty for delivery of, without such endorsement, 219.
holders of, to be notified of alteration of objects of com-

/pany, 161.
DEBTS
of company, liability of past and present members for, 17
inability to pay, ground for winding up company, 34.
when company deemed to be unable to pay, 34.
in case of unregistered companies, 86, 87.
liability to contribute to assets in winding up to be

specialty, 32, 38.

258 INDEX.

DEBTS (continued)

of all descriptions may be proved in winding up, 64.
creditors to prove by time fixed by Court, 45.
calls may be made in winding up to satisfy, 43, 56.
Court may order contributory to pay, subject to set-off, 46.
power of liquidators to compromise, 64, 65, 145.
declaration as to payment of, by members of company

limited by guarantee, 4.
share capital not called up of such company, to be

specialty, 38.
of company registering under Part VII. not to be affected

thereby, 81.
how company reducing capital may deal with, when

creditor objects, 138.
DECLARATION

in memorandum of association of company limited by

shares, of limitation of liability, 3.

of company limited by guarantee, of undertaking of

members to contribute, 4.

of chairman of meeting as to result of meeting, conclusive

unless poll is demanded, 23.

statutory, required of compliance with requisitions as to

registration, 202.
with conditions precedent to commencing business,

etc., 206.
DEED,

company may execute, under their common seal, 142.
give power of attorney for execution of, abroad, 25.
appoint agents abroad to afi&x official seal to, 126.
liquidator may execute, in name of company, 40.
lien on, not to be prejudiced by order to produce, 47.
memorandum and articles of association to be stamped as

though, 5, 7.

DEED OF SETTLEMENT REGULATING COMPANY,
definition of, 163.

company may substitute memorandum, etc., of association

for, 161.
alteration, etc., of objects specified in, 162,
copy of altered or substituted, to be registered, 162.
not to prevent re-registration under Companies Act, 1879,

153.
provisions as to, where company seeks registration under

Part VII., 78, 82, 83.

DEFINITION of—

" Companies Acts," 224.

" company," 224.

" company limited by guarantee," 4.

" company limited by shares," 3.

INDEX. 259

DEFINITION of [continued)—
" contributory," 32.

" Court" (in winding-up proceedings), 142.
" debenture," 225.
" deed of settlement," 163.
" director," 224.
"expert," 192.

" extraordinary resolution," 54.
"insurance company," 1.
" joint stock company," 77.
" Joint Stock Companies Acts," 73.
"member," 10.

"minimum subscription," 204.
"prescribed," 224.
"promoter," 192.
"prospectus," 224.
"registered," 224.
" share warrant," 139.
" vendor," 211.

DEFUNCT COMPANY,

name of, may be struck off register, 156.

procedure preliminary to striking ofE, 156.

notice of striking off to be published in Gazette^ 156.

such publication operates to dissolve company, 156.
company failing for certain period to supply returns
liable to be treated as, 222.
restoring to register company wrongly treated as, 157.
company, member or creditor may apply for restoration,

157, 222.
DELAY

in making entry on register, application to Judge in Cham-
bers to remedy, 16.
DELEGATION

to creditors of power of appointing liquidators, 57.

DELINQUENT DIRECTORS, etc.,

Court may assess damages against, 173.

DELIVERY

shares, etc., specified in share warrant to pass by, 139.

DEPOSIT SOCIETY

to publish statement in Form D, 20, 109.

DIRECTORS,

definition of, 224.

restrictions on appointment or advertisement of persons

as, 202.
duty of, to obtain qualification within time fixed, 203.

260 INDEX.

DIRECTORS {continued),

possession of share warrants not to qualify as, 140.
failure to obtain qualification vacates office, 204.
penalty on unqualified persons acting as, 204.
names and addresses of, to appear in preliminary report,

214.
in annual summarj-, 220.
list of, to be kept at registered office and sent to Registrar,

21.

names, addresses, qualifications and interest in promoting

to be stated in prospectus, 209.

when excused for non-compliance with above requirements,

212.
acts and appointments of, to be deemed valid, though
defect is subsequently discovered, 29.
not to be elected auditors of company, 151, 221.
to furnish requisite information to auditors, 221.
when required, to convene extraordinary general meetings,

216.
to send members report seven days before statutory meet-
ing, 213.
to file report with Registrar, 214.

to produce list of members, etc., for inspection at statutory

meeting, 214.
minutes of meetings of, to be entered in company's books,

29.
liability of, in limited company may be unlimited, 129,

130, 131.
when register not properly kept, 11.
when list of members not sent to Registrar, 13.
for non-registration, where company required to be

registered, 92.
for untrue statements in prospectus, 190.
where names improperly inserted in prospectus, 192.
co-directors to contribute when tortfeasors, 193.
to repay application money in certain cases, 205.
to compensate company and allottees for loss arising
from irregular allotment, 205.
for not filing return of allotments, etc., 207.
for non-compliance with requirements as to registra-
tion of charges, etc., 219.
for wilfully concealing name of creditor entitled to
object to reduction of capital, 136.
not affected by dissolution of company as defunct, 156.
statutory declaration by, as to requirements with registra-
tion, etc., to be produced to Registrar, 202.
powers of, to cease on appointment of liquidators, 55.
statements of company's affairs in winding up to be verified

by, 168.

INDEX. 261

DIKECTORS {continued).

Court may assess damages against delinquent, 173.

examine, when believed to possess company's property,

46.
or to have been fraudulent in promotion, etc., of

company, 170.
prosecute in certain cases, 68, 69.
provisions as to, of company seeking registration under

Part VII., 78, 79.
in Table A, 100—103.

DISCHARGE,

pov^rer of liquidators to give, in winding up, 65.

DISCONTINUANCE OF BUSINESS

for one year, ground for winding up company, 34.
renders company liable to be treated as defunct, 156.

DISCOUNT,

issuing shares at, when lawful, 207.
when unlawful, 208.

DISCUSSION

to be allowed at statutory meeting as to formation of

company, 214.
DISPOSAL

of books of company about to be dissolved, 63.

DISPOSITION

of property between commencement of, and order for

winding up, void, 63.
DISSENTIENT MEMBERS

in respect of reconstruction, may compel company to buy

him out, 66.
determination of price to be paid to such, 67.

in respect of alteration of objects of company, 162.
purchase of interest of such, 162.

DISSOLUTION OF COMPANY,
Court to make order for, 46.
liquidator to report order to Registrar, 46.
Registrar to make minute of, 46.
as defunct, effected by striking off register, 156.

DISTRESS

on effects of company after winding up commenced, void,

67.
DISTRIBUTION

of surplus, after adjustment of rights of contributories, 46.
of assets, liquidator to take necessary steps for, 41.

creditors not proving within certain time to be ex-
cluded from, 45.

262 INDEX.

DIVIDEND

due to member to be taken into account in adjusting

rights of contributories, 18.

not to be paid to shareholder of unregistered company

where registration is compulsory, 92.

to be paid proportionately to proportion of share paid up,

138.
on share warrants may be paid by coupon or otherwise,

139.
forgery, etc., of coupon for payment of, felony, 141.
provisions in Table A as to, 103.
on investments of surplus funds in winding up, 178.

DIVISION OF SHARES

into shares of smaller amount, 186.

statement as to, in subsequent memorandum of association
to be altered accordingly, 137.

DOCUMENTS,

company may appoint agent to execute, abroad with its

official seal, 126.
such sealing of, equivalent to sealing with common seal,

127.
liquidator may execute, in name of company, 40.
lien on, not to be prejudiced by order to produce, 47.
to be evidence of certain facts in winding up, 63.
how to be disposed of on dissolution of company, 63.
inspection of, by creditors or contributories, 64.
• fraudulent destruction, etc., of, to be a misdemeanor, 68.
service of, on company may be by post, 27.
kept by Registrar, any one entitled to inspect, 72.
or to have copy of or extract from, 72.
such copy or extract to be evidence, 148.

EFFECTS OF COMPANY,

distress on, after winding up commenced, void, 67.

ELECTION

of director with unlimited liability, notice to be given to,

131.
of directors, provisions in Table A as to, 100, 101, 102.
of auditors at annual meetings of company, 220.
of auditors, provisions in Table A as to, 104.

ENTRY

of trusts on register, forbidden, 13.

in colonial register, copy of, to be sent to registered office,

159.

INDEX. 263

EVIDENCE

of title to stock or shares, certificate under seal to be, 14.
of compliance with requisitions as to registration, etc.,
certificate of incorporation to be, 202.
as to registration, etc., statutory declaration may be

accepted as, 202.
as to registration of charges, certificate to be, 217.
as to reduced capital, certificate of registration of

order, etc., to be, 134.
of alteration of objects of company, certificate of

Registrar to be, 163.

primd facie, of contents, registers of members to be, 16, 159.

of liability of contributories, list settled by liquidators

to be, 55.
in winding up, certain accounts to be, 63.
order of Court on contributories, to what extent to be, 44.
of carrying of special resolution, chairman's declaration

to be, 23.
of proceedings at meetings, etc., entries in company's

books to be, 29.
certified copies of documents under Companies Acts to be,

148.
copies or extracts from registered documents to be, 148.
office copy of order of one Court to be, in any other Court,

50.
special commissioners for taking, who are, 51.
inspectors into company's affairs may take, on oath, 26.
giving of false, to be perjury, 69.

EXAMINATION

of affairs of company. Board of Trade may order, 25.
application for, must be supported by evidence, 26.
may be by inspectors appointed by special resolution, 26.
in winding up, of person as to affairs of company, 47.

of director, etc., on Official Receiver's report, 170.

before whom, to be held, 171.

conduct of, 170, 171.

EXECUTION

if returned unsatisfied, company to be deemed insolvent,

35, 87.
against company's effects, void after winding up com-
menced, 67.

EXECUTION OF DEEDS

to be under company's common seal, 142.
by liquidator in winding up, 40.
abroad, company may give power of attorney for, 25.
or may authorise use of foreign official seal for, 126.
in such case date of, to be certified on deed, 127.

264 INDEX.

EXECUTOR

may transfer interest of deceased member, 11.

EXISTING COMPANIES,

registration of, 75, 77, 78, 79.
capable of being registered, 76.
effect of registration on, 81 — 84.

EXPENSES,

preliminary, to be stated in prospectus, 210.

unless published one year after date of commencing

business, 212.
account of, to be included in first report, 214.
of winding up, members of company liable to contribute

to, 17, 88.
to be prior charge on company's assets, 60.

EXPERT,

definition of, 192.

when director, etc., may shelter behind report, etc., of, 191i

EXTRACT

from registered document to be evidence, 148.
- certified, of document kept by Registrar to be supplied, 72,

EXTRAORDINARY GENERAL MEETING

to be convened by directors on requisition of certain

shareholders, 215.
otherwise requisitionists may convene, 215.
further, to be convened if necessary, 216.

EXTRAORDINARY RESOLUTION,
definition of, 54.

that company cannot continue business, 54.
sanction of, required for arrangement with creditors, 57, 64.

g or with debtors or contributories, 65.
delegation of powers, etc., to creditors by, 57.
to wind up voluntarily, notice of, to be published in

Gazette, 55.
liquidators may call meetings to obtain company's sanction

by, 58.

FALSE ENTRIES,

making in register, accounts, etc., a misdemeanor, 68.

FALSE EVIDENCE,

giving, to be perjury, 69.

FALSE STATEMENTS,

making in returns, etc., a misdemeanor, 223. jj

INDEX. 265

FEES

payable on filing forms under Companies Act, 1900,

227— 236»
under Companies Acts to be collected by means of stamps,

226 w.
payable to Registrar, where capital divided into shares, 8,

107.

not divided into shares, 8, 108.

amount of above, not to be increased by Board of

Trade, 31.
on registration of mortgages, etc., 217.
on inspection of register of mortgages, etc., 218.

of documents kept by Registrar, 72.
for certified copy of documents kept by Registrar, 72.
maximum scale of, under Forged Transfers Act, 194, 197.

FINAL ADJUSTMENT

of rights of contributories inter se 17, 18.
where company unregistered, 88.
may be made by Court, 46.
Court may make calls for, 43.

FINAL JUDGMENT,

order for payment of damages by delinquent director in

winding up, to be, 199,

FLOATING CHARGE

on property of company to be registered, 216.

FOREIGN COUNTRY,

company may give power of attorney for executing deeds

in, 26.
company for transacting business in, may have official

seal for use in, 126.

FOREIGN PROPERTY

comprised in charge, etc., regulations as to registering, 216.

FORFEITURE OF SHARES,

provisions in Table A as to, 96, 96.

FORGED TRANSFER,

company may pay compensation for loss owing to, 194.
or owing to forged power of attorney, 194.
whatever the date of the forgery, 197.
company may make reasonable rules to guard against, 194.
company compensating for, to stand in place of person

compensated, 196t

FORGERY

of share warrants, etc., to be felony, 141, 142.

266 INDEX.

FORMS

of transfer of shares in company in Table A, 94.
of statement of banking, etc., companies (Form D in

first schedule), 109.
of annual list and summary (Form E in second schedule),

119.
A to F in second schedule of Companies Act, 1862, 110 — 122.
such forms to be used if possible, 31.
alteration thereof by Board of Trade, 31.
published by Board of Trade for use under Companies Act,

1900, 226—236.
FOUNDERS' SHARES

number of, to be stated in prospectus, 209.
fees payable on filing, 227—236.

FRAUDULENT

entries in register accounts, etc., a misdemeanor, 68.
statement in returns, etc., a misdemeanor, 223.

FRAUDULENT PREFERENCE,

act amounting to, to be invalid, 67.

FULLY PAID-UP SHARES,

company may have some of its shares, and others not, 188.
only, may be converted into share warrants, 142.
to be distinguished from partly paid-up shares in annual

summary, 12, 119.
in return of allotments, 207.
in prospectus, 209.
in report prior to statutory meeting, 213.

FUND FOR COMPENSATION OF LOSSES OWING TO

FORGED TRANSFER, Etc.,
company may provide, 194.
provisions as to raising, etc., 194.

GENERAL MEETING

to be held once at least every year, 22.
notice of, to be given as prescribed by company's regula-
tions, 28.
if no regulations, seven days' notice of, required, 24.

and five members competent to call, 24.
provisions of Table A as to, 97, 98, 99.
auditors to be appointed at, 220, 221.
remuneration of auditors to be fixed at, 152, 221.
report of auditors to be read at, 151, 221.
regulations of company may be altered at, by special

resolution, 22.
proceedings at, to be duly entered in company's books, 29.
to be deemed primd facie regular, if entries duly made, 29.

inde:?^. 267

GENERAL MEETING (continued)

subsequent, to be held between fourteen days and one
month after former meeting, 23.
extraordinary, to be convened by directors on requisition
of certain shareholders, 215.
otherwise requisitionists may convene, 215.
further, to be convened if necessary, 216.
liquidators to be appointed at, 55, 59.
to be called by liquidators during winding up, 58.

and on completion of winding up, 69.
liquidators to report holding last, to registrar, 60.

GOODWILL,

amount paid for, on purchase by company to be stated in

prospectus, 210.

GUARANTEE, COMPANY LIMITED BY,
what is, 4.

what memorandum of association must contain, 4.
must have articles of association, 6.
form of memorandum and articles of association of, 111.
name of, to appear on offices, notices, etc., 19.

but may in certain cases be licensed to omit " limited,"

137.
not to have capital divided into shares, unless memo-
randum of association so provides, etc., 223.
effect on capital of, of winding-up order, 38.
of voluntary winding up, 57.

HEIRS OP DECEASED CONTRIBUTORY,
when liable as contributories, 33.

HIGH COURT,

jurisdiction of, in winding up, 164, 165.

HONEST MISTAKE OR IGNORANCE OF DIRECTOR

excuses for non-compliance with requirements as to pro-
spectus, 212.

HUSBAND OF CONTRIBUTORY,
when liable as contributory, 33.

IGNORANCE,

honest, of director, excuses non-compliance with require-
ments as to prospectus, 212.

268 ' INDEX.

INCORPORATION,

certificate of, to be issued on registration, 8.

to be altered on company changing name, 6*
to be furnished to any applicant, 72.
to be conclusive as to compliance with requisitions as

to registration, 202.
of company registering under Part VII., 80.
of banking company existing before 1862 to take effect
from date in certificate, 79-
INCREASE OF CAPITAL.

power of limited company as to, 5.

beyond registered capital, to be notified to Registrar within

fifteen days, 15.
(nominal) by unlimited company re-registering as limited

company, 150.
unpaid, by reduction of paid-up capital, 154.
provisions of Table A as to, 96, 97.

INCREASE OF MEMBERS

beyond registered numbers to be notified to registrar within

fifteen days, 15.
INDEX

to register of mortgages, etc., to be kept by registrar, 219.

INJUNCTION AGAINST FURTHER PROCEEDINGS, Etc.,
Court may grant after presentation of petition to wind

up, 37.

INSOLVENCY OF COMPANY,
what deemed to be, 34.
a ground for winding up by Court, 34, 88.

INSPECTION OF AFFAIRS OF COMPANY,
when Board of Trade may order, 25.
application for, to be supported by evidence, 26.
may be, by inspectors appointed by special resolution, 26.
books, etc., to be produced by company's officers for, 26.

INSPECTION

of register gratis for members, for others on payment of

one shilling, 14.
penalty for unlawfully refusing, 14.

of mortgages, etc., to be open to any one at registration

office, 218.
to members and creditors at company's office, 20, 218.
Judge in Chambers may order immediate, 20.
of documents kept by Registrar, to be open to any one at

registration office, 72.
of books, etc., of company by creditors or con tributories, 64.
committee of, application to Court to appoint, 168.
of whom to consist, 171.
regulations as to meetings of, 172.
Board of Trade to act in default of, 173.

INDEX. 269

INSURANCE

policy of, in restriction of individual liability, not invali-
dated by Companies Act, 1862, 17.
INSURANCE COMPANY,
definition of, 1.

to publish statement in Form D, if limited, 20, 109.
if registered under 8 Vict., cap. 110, must re-register under

Companies Acts, 91.
INTEREST

of member in company to be personal estate, 10.
dissenting from reconstruction, purchase of, 66.
determination of value of, 67.
from alteration of objects of company, purchase of, 162.
of holders of founders', etc., shares in property of company
to be stated in prospectus, 209.
of directors in property, etc., to be acquired by company,
particulars of, to be stated in prospectus, 211.
unless published more than one year after date of
commencing business, 211.
at 4 per cent, to accrue on money of applicants improperly

retained, 205.
INVESTMENT

of surplus funds in winding up, 177.

INVITATION TO SUBSCRIBE FOR SHARES

if given to public, restrictions are provided as to —
appointment of directors, 203.
allotment, 205.

commencement of business, etc., 207.
if tiot given to public, underwriting, etc., is forbidden, 207.
document giving, is "prospectus" within Companies Act,

1900, 224.
IRELAND,

order made in England to be enforceable in, 49.
IRREGULAR ALLOTMENT

voidable by applicant within one month of statutory

meeting, 205.
ISSUE

of debentures, particulars to be stated in prospectus as to,

209.
charge for securing, to be registered, 216.
registration of, where more than one issue in same

series, 217.
of prospectus, date of to appear on prospectus, 208.
requirements preliminary to, 208, 209.
if more than one year after company entitled to com-
mence business, restrictions on appointment, etc.,
of directors not to apply, 209.
containing untrue statements, liability of directors

on, 190.

270 INDEX.

ISSUE {continmd)

of persons authorising such, to be liable, 190.

of shares, particulars to be stated in prospectus as to, 209,

where consideration for, differs, difference to be shown

in annual summary, 220.

new, when limited company has power to make, 5.

of share warrants to bearer, power of limited company to

make, 139.
entries to be made in register on, 140.

JOINT-HOLDERS OF SHARES,

provisions in Table A as to receipt for dividends by, 93.

JOINT-STOCK COMPANY,
definition of, 77.

certain companies other than, not to register under Part

VII., 75.
requisitions as to registration of, 77, 79.
registrar may require evidence that company seeking
registration under Part VII. is, 79.

JOINT-STOCK COMPANIES ACTS,
definition of, 73.

application of Companies Act, 1862, to companies formed
and registered thereunder, 74.
to companies registered but not formed thereunder, 74.
company registered under, how shares in, may be trans-
ferred, 76.
may be registered under Companies Acts, 76.

JUDGE IN CHAMBERS

may do whatever " Court " is authorised to do, 36.

JUDGE OF COUNTY COURT

to be a commissioner to take evidence in winding up, 61.

JUDICIAL NOTICE

to be taken of certain seals and signatures, 61, 63.

JURISDICTION IN WINDING UP
of High Court, 164, 165.
of County Court, 164.

LAND,

company when incorporated to have power to hold, 8, 81.
restriction on company formed to promote art, charity, etc.,
unless licensed by Board of Trade, 10.
form of such licence, 122.

INDEX. 271

LETTERS PATENT REGULATING COMPANY,

regulations as to registration under Part VII. of Com-
panies Act, 1862, of company having, 75, 78, 80, 83, 84.
not to prevent re-registration under Companies Act, 1879,

153.
LIABILITY OF COMPANY

(banking) to be unlimited in respect of notes issued, 150.
incurred before registration under Part VII., not to be

affected thereby, 81.
(unlimited) incurred before re-registration, not to be

affected thereby, 149.
LIABILITY OF DIRECTORS

in limited company may be unlimited, 129, 130, 131.
in such case to contribute in winding up as though member
of unlimited company, 130.
to be notified to such on election, 131.

but want of such notice not to affect, 131.
of defunct company, not affected by striking off of company,

166.
for untrue statements in prospectus, 190.
for non-return of allotments, 207.

for non-disclosure in prospectus of particulars, limitation

on, 212.
LIABILITY OF MEMBERS

may be limited to amount unpaid on shares held, 3.

or to amount undertaken to be contributed in winding

up, 3.
declaration that it is limited to appear in memorandum of

association, 3, 4.
may be unlimited, 4.

past and present, to contribute in winding up, 17.
reduced in number to less than seven, 22.
on shares where capital is reduced, 135, 146.
for debts of creditors ignorant of such reduction, 135.

LIABILITY TO CONTRIBUTE IN WINDING UP
of past and present members, 17.

of members of company with less than seven members, 22.
of personal representatives of dead contributory, 33.
of assignee in bankruptcy of bankrupt contributory, 33.
of husband of contributory, 33.

of directors of limited company with unlimited liability,

130.
to be specialty debt, 32.

LICENCE OF BOARD OF TRADE

for certain companies to hold over two acres of land, 10.

form of, 122.
for certain limited companies to omit "limited" from

name, 137.

272 INDEX.

LIEN

on property of company not to be afiected by order to pro-
duce, 47.

LIMITATION OF TIME

for recovery of loss, etc., caused by improper allotment.

205.

LIMITATION OF LIABILITY

may be either to amount unpaid on shares held, 3.

or to amount undertaken to be contributed in wind-
ing up, 3.
declaration as to, to appear in memorandum of associa-
tion, 3, 4.
to be certified by Registrar on registration, 8, 77.

*' LIMITED "

to appear as last word of name of limited company, 3, 4.
company not for gain may be licensed to omit, 137.
in case of company seeking registration under Part VII.,

78, 80.

LIQUIDATORS IN VOLUNTARY WINDING UP,
appointment of, 67, 59.
may apply to Court for directions, 58, 181.
power of, to call meetings, 58, 59.

to make compromises, etc., with creditors, etc., 64, 65.

to reconstruct company by sale to new company, 66.
duties of, on completion of winding up, 59, 60, 63.
removal of, by Court, 59.

costs and remuneration of, to be first charge on company's

assets, 60.

LIQUIDATORS IN WINDING UP BY COURT,
appointment of, 39.

provisions as to official liquidator in Companies Act, 1862,

to apply to, 166.
powers of, generally, 40, 41, 167, 175, 180, 181.

to make compromises, etc., with creditors, etc., 64, 65,

175.
to be under control of, and accountable to, Board of Trade,

179, 181.
removal or release of, 39, 180.
remuneration of, 39.

LIQUIDATORS IN WINDING UP UNDER SUPERVISION

OF COURT,
appointment of additional, 61.

powers of, to be same as those of liquidators in voluntary

winding up, 62, 65.
removal of, 61. ,

INDEX. 273

LIST,

annual, to be made every year within twenty-one days of

first general meeting, 12.
what to contain, 12.

where capital reduced by return of profits, 155.
to be signed by manager or secretary of company, 220.
copy of, to be forwarded to Registrar, 12.
exception in case of company formed not for gain, 138.
of contributories. Court to settle in winding up by Court, 42.
classes of contributories to be distinguished in, 42.
liquidators to settle in voluntary winding up, 56.
to be primd facie evidence of liability of persons

therein, 56.
of creditors entitled to object to reduction of capital. Court

to settle, 133.
of directors to accompany application for registration, 202.
of shareholders to be accessible at statutory meeting, 214.
required by Registrar where company seeks registration

under Part VII., 78, 79.
LOSS

incurred through untrue statements in prospectus, liability

of directors, etc., for, 190.
improper allotment, liability of directors for, 205.
improper entry of bearer of share warrant, liability of

company for, 140.

forged transfer, company may compensate for, 194.

company compensating to have action over against person

causing, 195.
LOST CAPITAL,

may be cancelled, 146.

MAJORITY REQUIRED AT MEETING

for proposing special resolution, three-fourths, 23.
for confirming special resolution, bare, 23.

MANAGEMENT SHARES,

number of, to be stated in prospectus, 209.

MANAGERS,

possession of share warrants not to qualify, if share

qualification required, 140.
names and addresses of, to appear in preliminary report,

214.
list of, to be kept at registered office and sent to Registrar,

21.

acts and appointments of, to be deemed valid though

defect is subsequently discovered, 29.

274 INDEX.

MANAGERS {continued),

(or secretary) to sign annual list and summary, 220,
not to be elected auditors of the company, 151, 221.
to furnish requisite information to auditors, 221.
minutes of meetings of, to be entered in company's books,

29.
liability of, in limited company may be unlimited, 129, 130,

131.
when register not properly kept, 11.

or list of members not sent to Registrar, 13.
for non-registration, where company required to

register, 92.
for not filing returns of allotments, etc., 207.
for non-compliance with requirements as to registra-
tion of charges, etc., 219.
for wilfully concealing name of creditor entitled to
object to reduction of capital, 136.
not affected by dissolution of company as defunct, 156.
statement of company's affairs in winding up, to be veri-
fied by, 168.
Court may assess damages against delinquent, 173.

examine, when believed to possess company's property,

46.
or to have been fraudulent in promotion, etc., of

company, 170.
prosecute in certain cases, 69.

appoint special, on application of official receiver, 167.
and fix their remuneration, 167.
provisions as to, of company seeking registration, under
Part VII., 78, 79.

MARRIAGE

of female contributory, effect of, 33, 88.

MATERIAL CONTRACT,

particulars of, to be stated in prospectus, 210.

and when and where copy of, can be inspected, 210.
rule as to disclosure of, when prospectus published more
than one year after business commenced, 212.

MEETING, GENERAL,

to be held at least once every year, 22.
notice of, to be given as prescribed by company's regula-
tions, 23»
if no regulations, seven days' notice of, required, 24.

and five members competent to call, 24.
provisions of Table A as to, 97, 98, 99.
auditors to be appointed at, 220, 221.
remuneration of auditors to be fixed at, 221, 152.
report of auditors to be read at, 221, 151.

INDEX. 275

MEETING, GENERAL (continued),

regulations of company may be altered at, by special

resolution, 22.

proceedings at, to be duly entered in company's books, 29.

to be deemed priTnd facie regular if entries duly made,

29.
subsequent, to be held between fourteen days and one
month after former meeting, 23.
extraordinary, to be convened by directors on requisition
of certain shareholders, 216.
otherwise requisitionists may convene, 215.
further, to be convened if necessary, 216.
liquidators to be appointed at, 55, 59.
to be called by liquidators during winding up, 58.

and on completion of winding up, 59.
liquidators to report holding last, to registrar, 60.

MEETING, STATUTORY,
what is, 213.

to be held between one and three months after company
entitled to commence business, 214.
list of shareholders to be open to inspection at, 214.
discussion of matters as to formation of company to be

allowed at, 214.
may be adjourned as required, 214.

if not duly held, shareholders may petition Court to wind

up company, 215.
MEETINGS

of contributories. Court may summon to ascertain wishes

of, 38.
of creditors. Court may summon to ascertain wishes of, 38.
to decide as to proposed arrangement, 145.
three-fourths majority required at, to make arrange-
ment binding, 145.
in winding up, official receiver may call, 168.
provisions as to proceedings at, 186 — 189.
liquidators may call, 181.
of directors or managers, minutes of, to be entered in

company's books, 29.
MEMBERS OF COMPANY,
who are, 10.

when holders of share warrants are deemed to be, 140.
can become, 140.
cease to be, 140.
register of, what to contain, 11.
Registrar to be notified if number of, increased, 15.
if number of, reduced below seven, company may be wound

up, 34.
and liability for business debts of company is increased,

276 INDEX.

MEMBERS OF COMPANY {continued),

liability of, may be limited by shares or guarantee, 3.
how affected by reduction of capital, 135.
to contribute to payment of creditors ignorant of such

reduction, 135.
to contribute in winding up, 17.
position of, when dissenting from proposed reconstruction,

66, 67.
from proposed alteration of
objects of company, 162.
of company registered but not formed under Com-
panies Acts, 82, 83.
are bound by provisions of registered memorandum of

association, 5.
interest of dead, may be transferred by their personal

representatives, 11.
prosecution of guilty, in winding up, 68, 69.
seeking registration under Part VII., must assent, 75, 76.
list of, required by Registrar, 78, 79.
actions, etc., pending against, 81.

MEMORANDUM OF ASSOCIATION,

contents of, of company limited by shares, 3.
limited by guarantee, or unlimited, 4.
to be stated in prospectus, 209.
with certain exceptions, 211, 212.
to contain signed agreement by directors to take qualifica-
tion shares, 203.
Board of Trade may order insertion of special provisions
in, of company formed not for gain, 138.
to be sent to Registrar for registration, 8.

and accompanied by list of persons consenting to be

directors, 203.
when registered binds members as though executed by

them, 5.
how to be executed by subscribers, 5.
subscription of, operates as contract to become member, 10.
may provide for liability of directors, etc., being unlimited,

129.
alterations in, providing for change of name, 5.
increase or reduction of capital, 5, 132.
division of capital into larger or smaller shares, 5, 137.
conversion of shares into stock, 5.
reconversion of stock into shares, 224.
cancellation of unissued shares, 147.
liability of directors, etc., being unlimited, .131.
alteration of objects and constitution of company by, 161.
restriction or abandonment of objects specified in, 162.
minute of reduction of capital, etc., to appear in copies of,
issued subsequently, 132, 135, 137.

INDEX. 277

MEMORANDUM OF ASSOCIATION (continued),

print of, altering objects or constitution of company, to be

registered, 163.
may be substituted for deed of settlement, etc., by special

resolution, 161.
substitution for, in company registered but not formed

under Companies Acts, 82.
to be stamped as though a deed, 5.
members entitled to have copies of, for one shilling, 9.

MEMORANDUM

of particulars of capital as reduced to be approved by

Court and registered by Registrar, 134, 147, 154.

of satisfaction of debt secured by registered charge to be

^ entered on register, 219.

K MINIMUM SUBSCRIPTION,

definition of, 204.

subscription of amount of, condition precedent to allot-
ment, 204.
to be fixed and named exclusively of payments other than

cash, 204.
allotment of fully -paid shares equal to, may entitle com-
pany to commence business, etc., 206.
on which directors may proceed to allotment, to be stated

in prospectus, 209.

MINUTE OF DISSOLUTION OF COMPANY,
Registrar to make, 46.

MINUTE OF PARTICULARS OF CAPITAL AS REDUCED
to be approved by Court and registered by Registrar,

134, 154.

when registered to be substituted for corresponding part

of memorandum of association, 135.

liability of members on shares to be fixed by, 135.

to appear in subsequent memorandum of association, 136.

MISSTATEMENT,

accidental, as to charge requiring registration, relief for,

218
MISTAKE OF FACT,

when defence to action for false statement in prospectus,

212.
for non-disclosure in prospectus, 190.

MODIFICATION

of conditions in memorandum of association, what may

be made, 5.
of regulations of company, to be made by special resolution,

22.
of contract referred to in prospectus, restrictions on, 213,

214.

278 INDEX.

ORTGAGES,

copy of deeds creating, to be kept for inspection at com-
pany's office, 218.
debt due on, to be stated in annual summary, 220.
register of, affecting company's property to be kept, 20,

217.

to be open to inspection, 20, 218.

when judge may order inspection of, 20.

index to, to be kept, 219.

memorandum of satisfaction may be entered on, 219.
registration of, when required, 216.

effect of failure to comply with, 216.

comprising foreign property, regulations as to, 216.

certificate of, to be given, 217.

compulsory on company, 218.

permissible for any person interested, 218.

Court may grant relief for omission in, 218.

penalty for failure to effect, 219.

N.
NAME OF COMPANY

(if limited) to appear in memorandum of association

with "limited" as last word, 38.

except in case of company not for gain, 137.

(if unlimited) to appear in memorandum of association, 4.

not to be identical with or similar to that of existing

company, 9.
to be affixed outside every place where company carries on

business, 19.
to be legibly engraved on company's seal, 19.
to appear on all notices, bills, etc., of company, 19.
may be changed in certain cases, 6.

seeking registration under Part VII., provisions as to,

79, 80.
reducing capital, " and reduced " to be added to end of, 132.
unless Court sanctions omission of " and reduced," 147.
defunct, may be struck off register, 156.
restored by order of Court, 157.
NAMES

of allottees to appear in return of allotments, 207.
of creditors entitled to object to reduction of capital to be

entered on list, 133.
concealment of, by directors, etc., misdemeanor, 136.
of directors consenting to act, to be furnished on applica-
tion for registration, 203.
or proposed directors, to appear in prospectus, 209, 212.
and managers to be entered on register, 21.
auditors and officers of company to appear in first

report, 214.
to be set out in annual summary, 220.

INDEX. 279

NAMES {contimied),

of members of company to be entered on register, 11.

and on annual list, if company has share capital, 12.
to be removed from register on issue to them of share

warrants, 140.
NEWSPAPER,

what particulars to be stated in prospectus published as

advertisement in, 212.

/SNOMINAL AMOUNT OF CAPITAL,

increase of, by unlimited company re-registering as

limited company, 150.

y NOMINAL AMOUNT OF SHARE,

at leasb 5 per cent, of, to be payable on application, 205.

NOTICE,

authentication of, may be by signature of company's

authorised ofi&cer, 27.
offering shares, etc., to public for subscription is a pro-
spectus, 224.
inviting further subscriptions from members of company
not treated as prospectus, 211.
of appeal from order in winding up to be given within

three weeks thereof, 50.

of consolidation or conversion of capital into stock, 13.

of intention of banking company to register as limited

company, to be given to customers, 78.

of intention to strike off company as defunct to be gazetted,

156.
of liability being unlimited to be given to director on

election, 131.
of meeting for passing special resolution, to be given
according to company's regulations, 23.
or if no regulations, seven days before, 24.
of order, etc., confirming reduction of capital, 134,
of proposed alteration of objects of company, 161.
of resolution to be passed at statutory meeting, necessary,

214.
to wind up voluntarily to be gazetted, 55.
of situation of registered office, to be given to Registrar, 18.
of office where colonial register is kept, to be given to

Registrar, 158.
of striking company off register to be gazetted, 156.
of time within which creditors may object to reduction of

capital, 133.
of trusts, not to be entered on register, 13.
service of, on company may be by post, 27.
provisions as to, in Table A, 105, 107.
by Registrar, for purposes of striking off defunct

company, 157.

280 INDEX.

NUMBER OF PERSONS

required to form company, at least seven, 2.

if reduced below seven, members' liability is increased, 22.

or company may be wound up, 34.
forming unregistered partnership, etc., not to exceed ten in

case of banks, twenty in other cases, 1.

OBJECTION

to reduction of capital, right of creditors to make, 133.

when Court may deprive creditors of, 133, 147.
to alteration of objects of company, position of creditors,

etc., making, 161.

OBJECTS FOR WHICH COMPANY IS FORMED
must appear in memorandum of association, 3.
alteration of memorandum of association as to, 161.
purposes for which Court may sanction alteration of, 162.

OBLIGATIONS OF COMPANY

not to be affected by change of name, 6, 9.
incurred before registration under Part VII., not to be

affected thereby, 81.

OCCUPATION

of members to appear in register, 11.

and on annual list of company having share capital,

12.
of directors and managers, register of, to be kept at
registered office and sent to Registrar, 21.
OFFENCES

punishable by penalties under Companies Act, 1862, to be
(^ prosecuted summarily, 28.

\)FFER OF SHARES

and debentures for subscription may be simultaneous, 206.
if made to public, restrictions are provided as to —
appointment of directors, 203.
allotment, 205.

commencement of business, etc., 207.
if not made to public, underwriting, etc., is forbidden, 207.
to existing members, not subject to the provisions in
section 10 of the Companies Act, 1900, as to pro-
spectuses, 211.
to public is a "prospectus" within Companies Act, 1900,

224.
OFFICE, REGISTERED, OF COMPANY,
every company to have, 18.
situation or change thereof to be nptified to Registrar, 18.

INDEX. 281

OFFICE, REGISTERED, OF COMPANY (continued),

until registrar notified, provisions of Companies Acts not

complied with, 18.
where colonial register is kept, to be notified to Registrar,

158.
company's name to appear on outside of, 19.
memorandum of association to specify in what part of
United Kingdom situated, 3, 4.
register of members to be kept at, 14.
copy of entries in colonial register to be sent to, 159.
what is, for purpose of winding up unregistered company,

85.
OFFICE, REGISTRATION,
constitution of, 71.

OFFICERS OF COMPANY,

not to be elected auditors of company, 221.
to furnish requisite information to auditors, 221.
to produce books, etc., to and answer questions of
examiners into company's affairs, 26.
liability of, for not filing return of allotments, etc., 207.
for non-compliance with requirements as to registra-
tion of charges, etc., 219.
for wilfully concealing name of creditor entitled to
object to reduction of capital, 136.
destroying or falsifying books, etc., of company, 68.
statements of company's affairs in winding up to be veri-
fied by, 168.
Court may assess damages against delinquent, 173.

examine, when believed to possess company's property,

46.
or to have been fraudulent in promotion, etc., of
company, 170, 171.
prosecute in certain cases, 68, 69.

OFFICIAL RECEIVER,
who is, 166.

may appoint special manager, 167.

may call separate meetings of creditors and contributories,

168.
statement of company's affairs to be made to, 168.
to submit to Court preliminary report, 169.
to take part in public examination of directors, etc., 170.
may apply to Court to convert voluntary winding up into

winding up by Court, 176.

OFFICIAL SEAL FOR USE ABROAD,

company for transacting business abroad may prepare, 126.
what to appear on face of, 126.
to be affixed by authorised agent of company, 126.
agent affixing to add date of sealing, 127.

282 ^ INDEX.

OMISSION

of name from register, remedy for, by application to Judge

in Chambers, 15.
to register charge, judge may grant relief for, 218.

ORDER

confirming alteration of objects set out in memorandum

of association, 161.
reduction of capital, 132.
discretionary powers of Court as to making above, 132, 162.
above, must be registered, 134, 163.
for rectification of register, 16.

for filing contract by way of relief for non-compliance with
section 25 of Companies Act, 1867, 200.
for winding up, operation of, 36.

of Court in winding up, may be made on hearing petition

to wind up, 37.
power of Court to enforce, 48, 49.
effect of, 38, 62.

for inspection of books, etc., of company, 64.
for payment of damages by delinquent directors, etc.,

173, 199.

PARTICIPATION IN PROFITS

of new company, good consideration for sale of old com-
pany, 65.
PARTLY PAID-UP SHARES,

company may have some of its shares, 138.
how far deemed to be paid up to be stated in minute as to

reduction of capital, 147.
to be distinguished according to amount paid up in

annual summary, 12, 119.
from fully paid-up shares in return of allotments, 207.
in prospectus, 209.
in report prior to statutory meeting, 213.

PARTNERSHIP

of more than certain number illegal, unless registered

under Companies Acts, 1.

PAST MEMBERS NOT LIABLE TO CONTRIBUTE IN

WINDING UP
if begun more than one year after they ceased to be mem-
bers, 17.
in respect of debts contracted after membership ended, 17.
if existing members can satisfy contributions required, 17,

PENALTY

for acting as director after becoming disqualified, 204.
for carrying on business without having registered ofi&ce,

18.

INDEX. 283

PENALTY [continued),

for commencing business, or exercising borrowing powers,
in contravention of provisions of section 6 of Companies

Act, 1900, 206.
for default in complying with requirements as to filing

return of allotments, 207.

with requirements as to affixing and use of name of

company on offices, seal, etc., 19.

for default in disclosing name or debt of creditor entitled

to object to reduction of capital, 136.

number, etc., of altered shares in memorandum of

association subsequently issued, 137.

to director on election that his liability is unlimited,

131.
for default in keeping register of directors or managers, 21.
of members with particu-
lars required, 11.
for default in publishing statement in Form D, 20.
for default in registering certain companies required to

be registered, 92.
mortgages, etc., created by company, 219.
for default in supplying Registrar with list of members

or annual summary, 13.
with notice of increase of capital or number of mem-
bers, 15.
with register of directors, etc., 21.
with copy of special resolution, 24.
with notice of dissolution of company, 46.
with notice of final meeting in winding up having

been held, 60.
with document requiring registration under Memoran-
dum of Association Act, 1890, 163.
ior false statements in returns, etc., 223.
for falsification or destruction of books, etc., of company,

68.
for forgery, etc., of share warrant or coupon, 141.
for fraudulently engraving plates for making share war-
rants, etc., 142.
personating owner of share warrant, etc.,

141.
for giving false evidence, 69.

for refusal to supply copy of memorandum or articles of

association to member on payment of one shilling, 9.

of register or list of members to

applicant, 14.

for refusal to allow inspection of register or list of members,

14.

books, etc., of company by

inspectors, 26, 27.

imposed under Companies Act, 1862, may be applied

towards payment of costs or reward of informer, 28.

284 INDEX.

PENALTY (contmued),

offences punishable by, to be prosecuted summarily, 28.
under section 10 of Companies Act, 1900, not to derogate
from liability at common law, 212.
honest ignorance to be a defence to, 212.

PERPETUAL SUCCESSION,

company obtains on incorporation, 8, 81.

PERSONAL REPRESENTATIVES,

may transfer interest of dead member, 11.
when liable to company in respect of dead contributory,

33, 88.
when deemed to be contributories, 38, 88.
provisions as to placing on list of contributories, 42.
consequences of default by, in paying money ordered, 44,

PERSONALTY,

shares of company to be, 10,

PERSONATION

of bearer, etc, of share warrant, felony, 41.

PETITION,

application for winding up to be by, 36.

who may present, 36, 143, 176.

presentation of, to be commencement of winding up, 37.

equivalent to act of bankruptcy of individual, 67.
Court may dismiss, adjourn, etc., 37.
for order to confirm resolution to reduce capital, 132.

alteration of objects in memorandum of association,

161.
PLACE

where limited company carries on business to have com-
pany's name affixed outside, 19.
where unregistered company carries on principal business
to fix place of registration, 85.
POLICY OF INSURANCE,

in restriction of individual liability not invalidated by

Companies Act, 1862, 17.
POLL

may be demanded by five members at meeting for passing,
etc., of special resolution, 23.
POST,

service of notices, etc., on company, may be by, 27.

POWER OF ATTORNEY,

company may give, for execution of deeds abroad, 25.
company may compensate for loss owing to forged, 194.

POWER OF COMPANY

to borrow, restrictions on beginning to, 206.

penalty for illegal exercise of, 206.
to hold land, 8, 10, 81.

INDEX. 285

POWERS

of Court given by Companies Act, 1862, to be cumulative,

48.
to enforce orders, 48.
of Judge in Chambers equal to those of Court, 36.
of liquidators in voluntary winding up, 58, 59, 64 — 67.
in winding up by Court, 40, 41, 64, 65, 167, 175, 180,

181.
in winding up under supervision of Court, 62, 65.

PREFERENCE, FRAUDULENT,

act amounting to, to be invalid, 67.

PRELIMINARY EXPENSES
* to be stated in prospectus, 210.

unless published one year after date of commencing

business, 212.
account of, to be included in first report, 214.

PRESENTATION OF PETITION,

to be commencement of winding up, 37.
equivalent to act of bankruptcy of individual, 67.

PRICE

to be paid to member dissenting to sale of company's

business, how fixed, 67.
PRIORITY OF COSTS,

Court may determine in compulsory winding up, 46.
to all claims on company's assets in voluntary winding

up, 60.
PROCEEDINGS, LEGAL,

by or against company not to be affected by change of

name, 6.
security for costs may be required from limited company

taking, 30.

penalties imposed under Companies Act, 1862, may be

ordered to be applied towards costs of, 28.

minutes of resolutions, etc., duly entered in company's

books to be evidence in, 29.
by company to recover calls from member, special matter

need not be alleged in, 30.
in winding up, liquidator may be appointed to bring, etc.,

39, 40.
restrictions, etc., of Court on further, 37, 38, 84, 88.
transfer of, to another Court, 165.

PROCEEDINGS OF COMPANY,

provisions in Table A as to, 98, 99.
in general meeting to be duly entered in books, 29.
to be deemed primd facie valid if so entered, 29.
may be authenticated by signature of their authorised

officer, 27.

286 INDEX.

PROFITS,

interest in, of holders of founders', etc., shares, to be stated

in prospectus, 209.

provision for sharing, other than as member, void where

company is limited by guarantee, 223.

participation in, of new company, good consideration for

sale of old company, 66.
accumulated, capital may be reduced by returning to

shareholders, 154.
amount thereof to be stated in statement of account,,

155
PROMISSORY NOTE,

when deemed to have been made, etc., by company, 21.
liquidator may make, etc., in name of company, 40.

PROMOTERS,

definition of, 192.

liable for untrue statements in prospectus, 190.

Court may assess damages against delinquent, 173.

y PROMOTION MONEY

to be stated in prospectus, 210.

PROPERTY OF COMPANY,

interest of holders of founders', etc., shares in, to be stated

in prospectus, 209.
charges, etc., on, to be entered in register of mortgages,.

20, 216.
foreign, comprised in charge, etc., requirements as to regis-
tration of, 216.
on registration under Part VII. to vest in company as

incorporated, 81.
disposition of, between commencement of and order for

winding up, void, 63.
during winding up, power of Court over persons possessing,

42, 46.
official receiver may sell, 40.
how to be applied in voluntary winding up, 55.
custody of, 39, 40.

PROPOSED DIRECTORS,

restrictions on naming persons as, in prospectus, 202.
names, etc., of, to be stated in prospectus, 209.

PROSECUTION

of guilty directors, members, etc., in voluntary winding up,

69.
in winding up by or under supervision of Court, 68.

PROSPECTUS,

definition of, 224.

particulars required to be stated in, 209.

INDEX. 287

PROSPECTUS {contimied),
to be dated, 208.

date on, to be date of publication of, 208.
those only to be named in, as directors, who have consented,

202.
persons authorising use of name in, liable as directors, 190.
persons improperly named in, entitled to indemnity from

company, 192.
liability of directors, etc., for statements in, 190, 191.
for non-compliance with requirements as to, 212.
copy of, to be signed by all directors, etc., and filed before

publication, 208.
not to be issued until filed, 209.

terms of contract referred to in, not to be varied before

statutory meeting, 213.

condition as to waiver of requirements as to, void, 212.

exempted from certain requirements, if issued more than

one year after business commenced, 203, 212.

if only offers further shares, etc., to existing members,

etc., 211.
if published as advertisement in newspaper, 212.

PROVIDENT SOCIETY

to publish statement in Form D at certain times, 20, 109.

PROVISIONAL CONTRACT

of company not entitled to commence business, 206.

PROXY,

voting to be by, if allowed by company's regulations, 23.
provisions as to voting by, in Table A, 99, 100.

PUBLIC, INVITATION TO, TO SUBSCRIBE FOR SHARES,
is a "prospectus," 224.

restrictions on, in Companies Act, 1900, as to appointment

of directors, 203.
allotment, 205.
commencement of
business, etc., 207.
underwriting, 207-

PUBLICATION,

official, of limited company, to bear company's name, 19.
of registration of minute, etc., confirming reduction of

capital, 134.
of notice in Gazette that company will be struck off as

defimct, 156.

that company has been struck off as defunct effects

dissolution of company, 156.

of prospectus as advertisement in newspaper, effect of, 212 .

288 INDEX.

PURCHASE

by company of interest of member dissenting from pro-
posed reconstruction, 66.
price to be paid such member for, how fixed, 67.
by company of interest of member dissenting from altera-
tion of its objects, 162.
PURCHASE MONEY,

particulars as to, to be stated in prospectus, 210.
to include consideration for a lease, 211.

QUALIFICATION OF DIRECTOR

to appear on memorandum of association under his hand,

202.
should be obtained at least within two months of appoint-
ment, 203.
not satisfied by holding share warrants to bearer, 140.
to be deemed valid though defect be subsequently dis-
covered, 29.
QUALIFICATION SHARES,

contract to take, etc., to be filed with registrar, 203.
number of, to be stated in prospectus, 209.

QUESTION

of law may be raised by directing issue to be tried, 16.

of title to have name on register may be decided on appli-
cation for rectification, 16.
QUORUM

of directors, provisions of Table A as to, 102.

of members, provisions in Table A as to, 98.

RATE PER CENT. OF COMMISSION

for underwriting to be authorised by articles of association,

208.
and disclosed in prospectus, 208, 210.
not to exceed authorised and disclosed rate, 208.

RECEIPT FOR DIVIDENDS

by joint-holders of shares, provisions in Table A as to, 93.

RECONSTRUCTION OF COMPANY

by sale of property of company to another company, 65.

RECTIFICATION OF REGISTER

of members. Court may make order for, 15, 42.
due notice of, to be given to Registrar, 16.
of mortgages. Court may make order for, 218.

INDEX. 289

\) REDUCTION OF CAPITAL,

^ power to effect, by special resolution with sanction of Court,.

132.
minute showing certain particulars of, to be approved by

Court, 134.
minute and order to be registered 134, 154.
company making, to add "and reduced" at end of name^

132.
but Court may dispense with "and reduced" in

certain cases, 147.
Court may make order for, on terms, 147.
creditors may object to, 133.

when Court may disregard creditors' objections, 147-
position of creditor ignorant of, 135.
if paid up, need not affect liability on shares, 146.
by cancellation of unissued capital, 147.
by return of accumulated profits, 154.

REFERENCE TO ARBITRATION

of any matter in dispute, company may make, 31.
to be governed by provisions of Railway Companies Arbi-
tration Act, 1859, 32.

REFUSAL TO REGISTER AS MEMBER,
application to Judge in Chambers on, 16.

new name of company to be substituted on, for old one, 6.
names of defunct companies may be struck off, 156, 222.
company struck off as defunct may be restored to, 157.

of company to be kept at registered office and sent to

Registrar, 21.

subscribers of memorandum of association to be entered

on, 10.
entry of name of person agreeing to be member on, 10.
name of transferee of share to be entered on, at request of

transferor, 139.

remedy for improper or omitted entry in, by application

to Judge in Chambers, 16, 42.

notice of order rectifying, to be given to Registrar, 16.

bearer of share warrant surrendering warrant entitled to

be put on, 140.
member to whom warrant issued to be struck off, 140.
entries to be made in, on issue of warrant, 140.
may be closed upon advertising notice in local paper, 14.

290 INDEX.

inspection of, to be gratis to members, 14.

on payment of one shilling to other persons, 14.

immediate. Judge in Chambers may compel, 14.
copy of, to be furnished at rate of sixpence per one

hundred words, 14.
penalty for refusing inspection or copy of, 14.
to be prima facie evidence of authorised contents, 16.
colonial, certain companies may keep, 158.

notice of place of keeping to be given to Registrar, 158.

to be deemed part of company's register, 159.

to be jyrimd facie evidence of contents, 159.

regulations as to entries in, 159.

company may discontinue or regulate keeping of, 159,

160.

affecting company's property to be kept, 20, 217.

to be open to inspection, 20, 218.

when judge may order inspection of, 20.

index to, to be kept, 219.

memorandum of satisfaction may be entered on, 219.

REGISTERED OFFICE OF COMPANY,
every company to have, 18.

situation or change thereof, to be notified to Registrar, 18.
until Registrar notified, provisions of Companies Acts not

complied with, 18.
company's name to appear on outside of, 19.
memorandum of association to specify in what part of
United Kingdom situate, 3, 4.
register of members to be kept at, 14.
copy of entries in colonial register to be sent to, 159.
what is, for purpose of winding up unregistered company,

85.
REGISTRAR,

appointment, removal, remunerative, etc., of, 71, 72.
documents kept by, to be open to inspection, 72.
certified copies of such documents to be supplied by, 72
power of, to strike off name of company as defunct, 156, 222.
sanction of, required for change of name of company in

certain cases, 8, 80.
to give certificate of incorporation of company,
that limited company is limited, 8, 80.
of registration of minute, etc., of reduction of capital,

134, 154.

INDEX. 291

REGISTRAR {continued),

notice to be given to, of situation of registered office, 18.
of colonial register, 158.
of consolidation or conversion of shares, 13.
of alteration in memorandum of association, etc., 163.
of order for winding up, 38.

of holding of final general meeting in voluntary wind-
ing up, 60.
of certain facts, where winding up not concluded

within one year, 176.
of dissolution of company, 46.
[See also under REGISTRATION infra.']

REGISTRATION,

compulsory, if association, etc., exceed certain number, 1.
in case of certain insurance and other companies, 91.
consequences of default to such companies, 91.
of memorandum of association, to what extent it binds

company and members, 5.
•of altered memorandum of association, etc., 162.
effect of, is incorporation of company, 8, 80.
certificate of incorporation to be conclusive as to com-
pliance with, 203.
of company under name identical with or nearly resem-
bling that of existing company, forbidden, 9.
of altered name of company, to be made when required, 6.
of order of Court confirming reduction of capital, 132,

134.
of minute showing particulars as to reduced capital, 134.
notice of, to be published as Court directs, 134.

and certified by registrar, 134.
of memorandum before returning accumulated profits, 154.
a new, of company, as limited company, 149.

not prevented by provisions in charter, etc., of com-
pany forbidding, 152.
former registration to be closed on, 153.
of existing companies, regulations as to, 75, 76, 77.
requisitions for obtaining, 77, 78.
notice to be given to customers of banking company,

prior to, 79.
effect of, 80, 81, 82, 83.
fees payable on, by company with share capital, 8, 107.

by company without share capital, 8, 108.
regulations as to constitution of office, etc., for, 71.

REGULATIONS OF COMPANY,

alteration of, by special resolution, 22.

where formed under Joint Stock Companies Acts, 74.
new, valid as though originally in articles of association,

%2.

292 INDEX.

RELIEF

for non-compliance with section 25 of Companies Act»

1867, 200.
for omission to register or accidental misstatement as to

charge, 218.
RELIGION,

company formed to promote, may only hold two acres

without licence, 10.
may be licensed to omit " limited," 137.

REMUNERATION

of auditors, by whom and when to be fixed, 220, 221.

in case of banking company, 162.
of directors, provisions in articles of association as to, to be

stated in prospectus, 209.

unless prospectus is published more than one year

after date of commencing business, 211.

of liquidators, to be settled by Court in winding up by

Court, 39.
by company, in voluntary winding up, 65.
of special manager in liquidation, 167.

REPEAL,

sections effecting, 90, 225.
saving clauses as to effect of, 90.

REPORT

of auditors, as to company's accounts to shareholders, 221.

to be read at general meeting, 221.

false statement in, misdemeanor, 223.

of banking company to members, 151.
of directors, to be sent to members seven days before

statutory meeting, 213.

what particulars to contain, 213.

to be certified as to certain particulars by auditors,

214.

copy of, to be filed with Registrar, 214.

matters arising out of, may be discussed without

previous notice, 214.

if not filed, shareholder may petition to wind up, 215.

false statement in, misdemeanor, 223.
of expert, when directors, etc., can shelter themselves

behind, 191.
of inspector, into affairs of company, 26.
of liquidators, to be made at conclusion of winding up, 59.

at end of each year until winding up is concluded, 58.
of of&cial receiver, preliminary, 169.

further, 170.

powers of Court on consideration of, 170.

INDEX. 2^

REQUISITION,

holders of one-tenth of company's issued capital may-
make, for holding extraordinary general meeting, 215.
must state objects of such meeting, 215.
to be signed by requisitionists and left at company's

office, 215.
with respect to alteration of objects of company, 163.

RE-REGISTRATION

of company as limited company, 149.
not prevented by provisions in charter, etc., of company

forbidding, 162.
former registration to be closed on, 153.

RESERVE CAPITAL,

limited company may provide, by special resolution, 150.

RESOLUTION,

first auditors may be removed at general meeting by, 221.
may be passed at statutory meeting provided due notice
thereof has been given, 214.
of guarantee, where company limited by guarantee seeks
registration under Part VII., 76, 78.
requiring company to be wound up, when effective, 54.
to wind up company voluntarily, equivalent to an act of

bankruptcy, 67.
special, definition of, 23.

declaration of chairman as to carrying, conclusive
unless poll is demanded, 23.
for altering regulations of company, 22.
copy thereof to be sent to registrar, 24.
to be embodied in articles of association, 24.
if no articles of association, to be supplied to members

for one shilling, 24.
for altering objects or constitution of company, 161.
for authorising use of foreign official seal, 127.
for making liability of directors unlimited, 131.
for providing reserve capital, 150.
for reconstructing company, 65.

for reduction of capital, subject to confirmation by

Court, etc., 132.
for return of acculnulated profits to shareholders, 154.

particulars thereof to be registered, 154.
for sanctioning change of name of company, 6.
for subdividing capital into smaller shares, 136.
for winding up voluntarily, 54.
notice of such, to be advertised in Gazette, 55.

294 INDEX.

EESOLUTION {continued),

extraordinary, definition of, 54.

that company cannot continue business, 64.
sanction of, required for arrangement with creditors^

57, 64.
or with debtors or contributories, 65.
delegation of powers, etc., to creditors by, 67.
to wind up voluntarily, notice of, to be published in

Gazette, 65.
liquidators may call meetings to obtain company's

sanction by, 58.
RESTORATION

to register of name of company struck off as defunct, 161.

RESTRICTIONS

by contract or policy of insurance on member's liability,

valid, 17.
company may guard against forged transfers by reason-
able, 195.
RETURN OF ACCUMULATED PROFITS,
capital may be reduced by, 164.

RETURNS

of allotments, to be filed within one month of allotment,

207.
particulars to be given in, 207.
false statements in, a misdemeanor, 223.

RIGHTS

of company not to be affected by change of name, 6, 9.
of contributories, inter se, to be adjusted in winding up,

46, 56.

SALE OF BUSINESS OF COMPANY

to another company, shares may be taken as considera-
tion for, 66.
SANCTION

of Board of Trade to enable companies not for gain to
hold over two acres of land, 10.
form of licence sanctioning, 122.
to dispense with "limited," 137.
to alter name, 6.

to alter letters patent constituting company, 82.
of liquidator to transfer of shares during winding up, 65.
of Registrar to change of name of company, 9,

SATISFACTION OF DEBT SECURED BY REGISTERED

CHARGE,
memorandum of, to be entered on register, 219.

INDEX. 295

SCHEME OF ABEANGEMENT WITH CREDITOKS,
power of liquidators to make, 64.
when binding in voluntary winding up, 57.
right of appeal against, 58.
Court may call meeting to decide as to, 145.

and may sanction if carried by three-fourths majority,

146.
SCIENCE,

company formed to promote, may only hold two acres

without licence, 10.
form of such license, 122.
may be licensed to omit " limited," 137.

SCOTLAND,

order made in England to be enforced in, 49.
Court may order examination of persons in, 52.

SEAL, COMMON,

incorporated company to have, 8, 81.

company's name to be legibly engraved on, 19.

company may issue bearer warrants under, 139.

company may execute deeds under, 142.

liquidator may use, in winding up, 40.

seal of company's attorney abroad, when effective as, 26.

for use abroad, company may prepare official, 126.

what to appear on face of, 126.

to be affixed by authorised agent of company, 126.

agent affixing, to add date of sealing, 127.

SECRETARY OF COMPANY,

name, address and description of, to appear in first report,

214.
not to be elected as an auditor, 151, 221.
to furnish requisite information to auditors, 221.
to produce books, etc., to and answer questions of ex-
aminers into company's affairs, 26.
liability of, for not filing return of allotments, etc., 207.
for non-compliance with requirements as to registra-
tion of charges, etc., 219.
for wilfully concealing name of creditor entitled to
object to reduction of capital, 136.
destroying or falsifying company's books, etc., 68.
signature of, to annual list and summary, 220.
statutory declaration by, as to formation of company, 202.
as to compliance with conditions precedent to com-
mencing business, etc., 206.
verification of statement of company's affairs in winding

up by, 168.
SERIES OF DEBENTURES,

requirements as to registration of, 217.

V ^

296 INDEX.

SERVICE OF NOTICES, Etc.,

on company may be by post, 27.

proof of proper addressing, prepaying and posting of
notice, etc., to be sufficient proof of, 27^
provisions in Table A as to, 105, 107.

SET-OFF IN WINDING UP,

when contributory may avail himself of, 18, 43.
when director with unlimited liability may avail himself

of, 130.

SHARES,

allotment of, equal to minimum subscription to be made
before company commences business, 206.
return of particulars of, to be filed with Registrar, 207.
what particulars to appear in return, 207.

when consideration for, not wholly cash, 207.
application for, amount payable on, to be at least 5 per
cent, of nominal amount thereof, 206.
calls on, amount of, made, received, etc., to appear in

summary, 12.
may be varied in different shares, 138.
time of payment of, may be varied in different shares,

138.
power of directors to make, according to Table A,

93, 94.
such power to extend to unpaid capital increased by

return of profits, 154.
when shareholder may compel retention of money to
represent future calls, 154.
liability to satisfy, to be specialty debt, 32.
Court may make, in winding up by or under super-
vision of Court, 43, 62, 175.
liquidator may make in, voluntary winding up, 56.
•^ conversion of into stock, power of company to effect, 5.
notice of, to be given to Registrar, 13.
effect of, 13.

provisions in Table A as to, 96.
"sdivision of, into shares of larger amount, 5.
of smaller amount, 136.
forfeiture of, provisions in Table A as to, 95, 96.
issue of, particulars to be stated in prospectus as to, 209.
where consideration for, differs, difference to be shown
in annual summary, 220.
new, when limited company has power to make, 5.
offer of, simultaneously with debentures, lawful, 206.
qualification, contract to take, etc., to be filed with Regis-
trar, 203.
"^ nupiber of, to be stated in prospectus, 209.
registration of, in colonial register, 159.

INDEX. 297

;SHARES (continued),

transfer of, made of, to be regulated by company, 10.
regulations as to, in Table A, 94.
of deceased member by personal representatives, 11.
to be registered at request of transferor, 139.

or transferee, 15.
after commencement of winding up, void, 55, 63.
where company registered under Joint Stock Company

Acts, 75.
transmission of, regulations in Table A as to, 94, 95.
underwriting, payments for, when lawful, 207.
unissued, cancellation of, may be sanctioned by memo-
randum of association, 147.
SHAREHOLDERS,

list of, to be accessible at statutory meeting, 214.
auditors to report to, on accounts, etc., of company, 221.
accumulated profits may be returned to, 154.
may require company to retain money actually paid on

their shares, 155.
of company required to be registered to be paid no divi-
dends before registration, 92.
SHARE WARRANT,

bearer of, entitled to shares specified therein, 139.
and may transfer them by delivery, 139.
may be registered as member on giving up warrant,

140.
not to be thereby qualified as director, etc., 140.
fraudulent personation of, to be felony, 140.
forgery of, to be felony, 141, 142.

particulars as to, to be stated in annual summary, 141.
stamp on, 141.

SIGNATORIES OF MEMORANDUM OF ASSOCIATION,
names, etc., of, to appear in prospectus, 209.

except when published as advertisement in newspaper,

212.
SIMULTANEOUS OFFER

of shares and debentures lawful, 206.

SOCIETY,

deposit, provident, or benefit, to publish statement in Form
D at certain times, 20, 109.
SOLICITOR

to make statutory declaration of compliance with requisi-
tions as to registration, 202.
liquidator may employ, in winding up by Court, 175.

SPECIAL RESOLUTION,
definition of, 23.

declaration of chairman as to carrying, conclusive unless

poll demanded, 23.

298 INDEX.

SPECIAL RESOLUTION (continued),

for altering regulations of company, 22.
copy thereof to be sent to Registrar, 24.
to be embodied in articles of association, 24.
if no articles of association, to be supplied to members for

one shilling, 24.
for altering objects or constitution of company, 161.
for authorising use of foreign of&cial seal, 127.
for making liability of directors unlimited, 131.
for providing reserve capital, 150.
for reconstructing company, 65.

for reduction of capital, subject to confirmation by Courts

etc., 132.
for return of accumulated profits to shareholders, 154.

particulars thereof to be registered, 154.
for sanctioning change of name of company, 6.
for sub-dividing capital into smaller shares, 136.
for winding up voluntarily, 54.

notice thereof to be advertised in Gazette, 56.

STAMPS,

memorandum and articles of association to bear, as though

deeds, 5, 7.
on share warrants to bearer, 141.
on transfer of shares on colonial register, 160.
fees on filing forms, etc., to be paid by, 226 ?^.

STATEMENT,

making false, in return, etc., to be misdemeanor, 228.
in Form D, certain companies and societies to make, 20,

109.
as to shares, etc., in share warrants to be registered, 140.
in prospectus, liability of directors, etc., for, 190.
in winding up of company's affairs, 168.

continuing for more than one year, of liquidator, 176..

STATUTORY DECLARATION

required of compliance with requisitions as to registration,,

202.
with conditions precedent to commencing business,

etc., 206.
STATUTORY MEETING,
what is, 213.

to be held between one and three months after company
entitled to commence business, 214.
list of shareholders to be open to inspection at, 214.
discussion of matters as to formation of company to be-

allowed at, 214.
may be adjourned as required, 214.

if not duly held, shareholder may petition Court to wind

up company, 215..

>'■

INDEX. 299^

STAY OF PROCEEDINGS,

Court may order after petition to wind up granted, 37, 88.
creditor or contributory may apply for, in winding up, 38.
order for winding up by or under supervision of Court, to-

operate as, 37, 62.
STOCK,

conversion of shares of limited company into, 6.
provisions in Table A as to, 96.
notice of conversion to be given to Registrar, 13.
effect of conversion, 13.
reconversion of, into shares, 224.

particulars as to, required from company registering

under Part VII., 79.
warrants for, may be issued to bearer, 139.
included in warrants, dividends on, may be paid by coupon^

or otherwise, 139.
bearer of warrant entitled to, 139.
transferable by delivery, 139.
statement as to, to be registered, 140.

SUB-DIVISION OF SHARES

into shares of smaller amount, 136.

statement as to, in subsequent memorandum of association
to be altered accordingly, 137.

SUBSCRIBER OF MEMORANDUM OF ASSOCIATION

to take at least one share in company limited by shares, 3.
must append to his name number of shares taken, 3.
agrees to become member of company by subscrilaing, 10.
how to execute memorandum of association, 5.

SUBSCRIPTION,

commission for procuring, when lawful, 207.
minimum, definition of, 204.

subscription of amount of, condition precedent to-

allotment, 204..
to be fixed and named exclusively of payments other than

cash, 204.
allotment of fully-paid shares equal to, may entitle com-
pany to commence business, etc., 206.
simultaneous offer of shares and debentures for, lawful, 206..

SUCCESSION,

company to have perpetual, when registered, 8.

SUMMARY IN ANNUAL LIST,
what to contain, 12, 220.

particulars as to share warrants, to be contained in, 141..
to be signed by manager or secretary of company, 220.
copy of, to be forwarded to Registrar on completion, 12.

300 INDEX.

SUPERVISION OF COURT,

winding up under, 60, 61, 62.

SURPLUS,

distribution of, after adjustment of rights of contributories,

46.
funds, investment of, in winding up, 177.

SURRENDER OF SHARE WARRANT

may be necessary before holder can be registered as

member, 140.
date of, to be entered on register, 140.

SUSPENSION OF BUSINESS

for one year, ground for winding up company, 34.
renders company liable to be treated as defunct, 156.

TABLE A,

contents of,

accounts, keeping and inspection of, 103, 104.

to be accessible to auditors, 105.
auditors, appointment, etc., and duties of, 104, 105.
balance sheet, 104, 106.
calls on shares, 93, 94.
capital, increase of, 96, 97.
certificate, right to, and to renewal of, 93.
chairman, who to act as, 98, 102.

powers of adjourning meeting, 99.

declarations and entries by, 99.

powers of, as to voting and poll, 102.
closing of transfer books, 94.
committee of directors, 102, 103.
conversion of shares into stock, 96.
directors, appointment and remuneration of, 100.

powers of, 100, 101.

disqualification of, 101.

rotation of, 101, 102.

proceedings of, 102, 103.
dividends, payment, etc., of, 103.
•election of auditors, 104, 105.

of directors, 100, 101, 102.
general meeting, ordinary, time and place of, 97.

extraordinary, time and convention of, 97, 98.

proceedings at, 98, 99.
members, transmission of shares of, 94, 95.

votes of, 99, 100.
notices, how to be given and served, 105, 107.
proxy, regulations as to voting by, 99, 100.

INDEX. 301

TABLE A (continued),

contents of (continued),

quorum, rules for ascertaining, 98.
shares, calls on, 93, 94.

conversion of, into stock, 96.
forfeiture of, 95, 96.
transfer of, 94.
transmission of, 94, 95.
statement of accounts, 104.
stock, conversion of shares into, 96.
votes of members, regulations as to, 99, 100.
voting by proxy, regulations as to, 99, 100.
provisions of, may be adopted in articles of association, 6.
apply only so far as not affected by articles of

association, 7..
may be altered by special resolution of company, 22.
may be altered generally by Board of Trade, 31.
as to meetings, apply where company has no regula-
tions, 24.
not to apply to companies formed and registered
under Joint Stock Companies Acts, 74.
or to companies not formed under Companies
Acts unless specially adopted, 82.
TABLE B,

contents of, 107.

fees in, payable to Registrar, where capital is divided into

shares, 8.
amount of, not to be increased by Board of Trade, 31.

TABLE C,

contents of, 108.

fees in, payable to Registrar, where capital is not divided

into shares, 8.
amount of, not to be increased by Board of Trade, 31..

TITLE TO SHARES OR STOCK,
certificate to be evidence of, 14.

(where consideration for allotment not wholly cash) written
contract constituting, to be filed, 207.
TRANSFER,

forged, company may pay compensation for loss owing to, v^

194.
company may make reasonable rules to guard against,

194.

company compensating for, to stand in place of

person compensated, 195.

of all effects of company to trustees for benefit of creditors,

void, 68.
of business of company to another company, shares may

be consideration for, 65.

302 INDEX.

TRANSFER (continued),

of proceedings in winding up to another Court, 165.
of shares, mode of, to be regulated by company, 10.
regulations in Table A as to, 94.
of deceased member by personal representatives, 11.
to be registered at request of transferor, 139.

or transferee, 15.
after commencement of winding up, void, 55, 63.
where company registered under Joint Stock Com-
panies Acts, 75.
TRANSMISSION OF SHARES,

regulations in Table A as to, 94, 95.

TRUSTS,

notice of, not to be entered on register, 13.

UNCALLED CAPITAL OF COMPANY,
charge on, to be registered, 216.
may be created as reserve capital, 150.

UNDERTAKING TO CONTRIBUTE

by members of company limited by guarantee, 5.

UNDERWRITING SHARES,
when lawful, 207.
when unlawful, 208.
amount paid for to be stated in prospectus, 208, 210.

UNDIVIDED PROFITS,

when, may be returned in reduction of paid-up capital, 154.

UNISSUED CAPITAL

may be cancelled so as to reduce capital, 147.

UNLIMITED COMPANY,

what is, 4.

what memorandum of association of, must contain, 4.

must have articles of association, 6.

form of memorandum and articles of association, 118.

UNLIMITED COMPANY

may re-register as limited company, 149.

re-registration not to affect prior liabilities, etc., of, 150.

on re-registration may increase nominal or provide reserve

capital, 150.
UNLIMITED LIABILITY

of directors in limited company, 129, 130, 131.

of limited banking company in respect of notes issued, 150.

of members, 4.

UNQUALIFIED PERSON

acting as director, penalty on, 204.

INDEX. 303

VACANCY

among auditors, provisions as to filling up, 221.

in banking company, 151.
among liquidators, provisions as to filling up, 57, 59.

VALIDITY

of acts, appointments, etc., of directors, etc., though irregu-
larity be subsequently discovered, 29.
provisions in Table A as to, 103.

VARIANCE

of contract referred to in prospectus, restrictions on, 213,

214.

VENDORS OF PROPERTY PURCHASED, Etc., BY COM-
PANY,
definition of, 211.
names, etc., of, to appear in prospectus, 210.

VENDORS' SHARES,

amount of, to be stated in prospectus, 210.

VOTING,

company may make regulations as to, 23.
in default of regulations as to, each member has one vote,

24.
may be by proxy, if regulations of company permit, 23.
regulations as to, in Table A, 99, 100.

VOUCHERS OF COMPANY,

auditors to have right of access to, 221.

WAIVER OF REQUIREMENTS

as to allotment, condition requiring, to be void, 215.
as to prospectus, condition requiring, to be void, 212.

WARRANT FOR SHARES,

bearer of, entitled to shares specified therein, 139.

and may transfer them by delivery, 139.

may be registered as member on giving up warrant,

140.

not to be thereby qualified as director, etc., 140.

fraudulent personation of, to be felony, 141.
forgery of, to be felony, 141, 142.

particulars as to, to be stated in annual summary, 141.
stamp on, 141.

304 INDEX.

WINDING UP OF COMPANY,

liability of past members to contribute to, 17.

of directors, where liability is unlimited, 130.
Courts having jurisdiction in, 164.
conduct of business of, in High Court, 165.
transfer of proceedings in, from one Court to another, 165..
by Court, in what circumstances, 34,

application for, who may make, 36.

commencement of, to be presentation of petition, 37.

statement of company's affairs within fourteen days

of order for, 168, 169.

report on, of official receiver, 169.

proceedings consequent on such report, 170.

wishes of creditors and contributories to be considered

in, 38, 61.

liquidators to be appointed for conduct of, 39, 166.

powers of liquidators in, 40, 41, 180, 181.

ordinary powers of Court in, 42 — 46.

extraordinary powers of Court in, 47, 48.

costs of, 17, 43, 46.

appeals from order made by Court in, 50.
voluntary, in what circumstances, 54.

effect of, on status of company, 55.

consequences of, 55, 56.

commencement of, to be passing of resolution for, 54.

notice of resolution for, to be advertised, 55.

liquidators to be appointed for, 55.

power to apply to Court for directions in, 58, 222.

creditor or official receiver may have winding up by
Court substituted for, 60, 176.

proceedings in, may be adopted by Court, 60.

Court may order continuance of, subject to its super-
vision, 60.
under supervision of Court, 60, 61, 62.
power to make compromises with creditors in, 64, 145.

with members in, 145, 222.

with debtors or contributories in, 65.
claims of all kinds may be proved against company in, 64.
prosecution of delinquent directors, etc., in, 69.
when registered but not formed under Companies Acts, 82,

83, 84.
when unregistered, provisions as to, 85 — 89.

WISHES OF CREDITORS AND CONTRIBUTORIES
to be regarded by Court in winding up, 38, 61.

WITNESS,

Court in winding up may summon persons before it as, 46.
County Court judges may examine in winding up, 52.

■ OF THE ^

UNtVE4^SiTY

APRIL, 1901,

CATALOGUE

£egat Ccmmercmt

an6 otfter "BDor^s

PUBLISHED AND SOLD BY

EFFINGHAM WILSON,

11 ROYAL EXCHANGE, LONDON.

TO WHICH IS ADDED A LIST OF

TELEGRAPH CODES.

EFFINGHAM WILSON undertakes the printing
nd publishing of Pamphlets and Books of every
ascription upon Commission. Estimates given, and
onditions of Publication may be had on application.

INDEX.

Arbitrage— page

Haupt, O. (Arbitrages et Parit^s) 17
Willdey's American Stocks . 26

Arbitration —

London Chamber of. . -24
Lynch, H. Foulks . . .20

Banking —

Banking. History of . . .10
Banks and their Customers . 11
Banks, Bankers and Banking . 22
Bibliography (Bank of England) 25
Easton's Banks and Banking . 15
Easton's Work of a Bank . .15
English and Foreign (Attfield) . 10
Examination Questions, Arith-
metic and Algebra . . 21
1 lalf-yearly Balance Sheets . 11
Howarth's Clearing Houses , 18

Hutchison, J 18

Journal Institute of Bankers . 19
Legal Dfcdsions affecting Bankers 5
Questions on Banking Practice . 23
Scottish Banking . . , 19
Smith's Banker and Customer . 24
Token Money of the Bank of
England .... 4

Bankruptcy —

McEwen (Accounts) . . .20
Stewart (Law of) . . .7

Bills of Exchange —

Kolkenbeck (Stamp Duties on) . 19
Loyd's Lectures . . .20
Smith (Law of Bills, etc.) . . 7

Bimetallism —

List of Works . . . 27,28

Book-keeping —

C'ariss 13

Carr (Investors) . . .11

Drapers' Accounts . . .15
Harlow's Examination Questions 17
Holah's Double Entry . . 10

Jackson 18

Richardson's Weekly Newspapers 23

Sawyer 24

Seebohm's (Theory) . . .10
Sheffield (Solicitors) . . .24
Van de Linde . . . '25
Warner (Stock Exchange) . 26

Clerks —

Commercial Handbook . . lo
Companion to ' ' Solicitor's Clerk " 19

Clerks [continued) —

Corn Trade

Counting-house Guide

Kennedy (Stockbrokers) .

Mercantile Practice (Johnson)

Merchant's

School to Office

Solicitor's . . .

Correspondence (Commercial)-

Beaure 11

Martin (Stockbrokers) . . 8

Coumbe 13

Counting-house —

Crowley 10

Pearce ....

Tate

County Court —

Jones ....

Currency and Finance —

Aldenham (Lord)

Barclay (Robert)

Clare's Money Market Primer

Cobb ....

Cuthbertson

Del Mar's History

Del Mar's Science of Money

Ellis

Gibbs, Hon. H. , Bimetallic Primer 16

Haupt 17

Indian Coinage and Currency , 23

Poor (H. V.) The Money Ques-
tion 23

Dictionaries —

M61iot's French and English . 21
Directors —

Haycraft (Liabilities and Duties) 9
Exchanges —

Brazilian Exchanges .

Clare ....

Goschen ....

Norman's Universal Cambist

Tate's Modern Cambist .
Exchange Tables —

American Exchange Rates

Dollar (Eastern)

Garratt (South American) .

Lecoffre (French)

(Austria and Holland)

Merces (Indian)

Schultz (American) .

Schultz (German)

PAGE

• 23

• 25

8
. 18

• 9

• 9
■ 19

Effingham Wilson, 11 Royal Exchange, London. 3

Insurance — page

Bourne's Publications . .12

Short-Term Table .

Marine Insurance
Interest Tables —

Bosanquet . .

Crosbie and Law (Product)

Cummins {2% °/J) .

Gilbert's Interest and Contango

Gumersall .

Ham (Panton) Universal

Indian Interest (Merces)

Lewis (Time Tables) .

Rutter

Schultz

Wilhelm (Compound)
Investors (see also Stock Exchange
Manuals) —

Birk's Investment Ledger .

Investment Profit Tables .

Houses and Land

How to Invest Money
Joint-Stock Companies —

Chart for Ready Reference

Company Frauds Abolition

Company Promoters (Law of)

Companies Acts, 1862-1900

Cummins' Formation of Accounts

Emery's Handbook of Company

Law
. Haycraft (Directors) .

Pulbrook's Responsibilities of
Directors

Simonson's Companies Act, 1900

Simonsons Debentures and De
benture Stock (Law of) .

Smith ....

Law (Various Subjects)

Charter Parties ,

District and Parish Councils
(Lithiby)

Factors (Law relating to)

First Elements of Legal Pro
cedure .

Food and Drugs

General Average

High Court Practice

Licensing Acts .

Maritime Law .

Patent Law and Practice (Emery)

Property Law (Maude)

Railway Law ...

Solicitors' Forms (Charles Jones

Thames River Law .

Workmen's Compensation
Legal and Useful Handy Books—

List of ... .

15
21

5
19

5
24

7-10

Maps — page

British Columbia ... 7
(iold Coast .... 6
Hauraki Goldfields ... 6
Kalgoorlie .... 6

Tasmania, West Coast of. . 6
Witwatersrand Goldfields . . 6
Maritime Codes —

Germany 5

Holland and Belgium . . 23

Italy 23

Spain and Portugal . . -23
Mining-
Accounts of G. M. Cos. . . 14
Beeman's Australian Mining

Manual 11

British Columbia Mining Laws 12
Charlton's Information for Gold

Mining Investors . . -13
Gabbott'sHowto Invest in Mines 15
Goldmann (South African Mining) 16
Milford's Dictionary of Mining

Terms . . . . .22
Mount Lyell Mining Manual . 24
Paull's Columbia and Klondyke

Manual .....
Tin-Mining in Spain .
Wallach's West African Manual
Miscellaneous —

Arithmetic and Algebra .
Australia in 1897
Author's Guide ....
On Compound Interest and An-
nuities 24

Cotton Trade of Great Britain .
Gresham, Sir Thomas (Life of) .
Ham's Customs Year Book
Ham's Inland Revenue Year Book
His Lordship's Whim
Kew Gardens (Illustrations)
Lawyers and their Clients .
Macfee, K. N. , Imperial Customs

Union

Men of Note in Finance .
Merchandise by Rail (Registered

System) ..... 17
Public Man . . . .26
Public Meetings . . .26

Red Palmer . . . -25
Schedule D of Income Tax . 10.
Veld and "Street" . . • 17
World's Statistics . . .11
Money Market {see Currency and

Finance).

Pamphlets 27

Prices —

EUis (Market Fluctuations) . 15
Mathieson (Stocks) . . . 21

Effingham Wilson,

PAGE

Railways —

American and British Investors . 26
Dunsford (Dividends and Prices) 15
Home Rails as Investments . 25
Mathieson's Traffics . . .21
Poor's Manual (American) . 23

Railroad Report (Anatomy of a) 27
Railways in India . . .22

Ready Reckoners(j^^also Exchange
Tables, Interest, etc.) —
Buyers and Sellers' (Ferguson) . 9
Commission and Brokerage . 22
Henselin's (Multiplication) . 17
Ingram (Yards) . . . .18
Kilogramme Tables . . -25
Redeemable Stocks (Mathieson) 21
Merces (Indian) . . .22

Robinson (Share) . . -23
Silver Tables (Bar Silver) . . 16

Sinking Fund and Annuity Tables—

Booth and Grai iger (Diagram) . 12

Hughes 18

Speculation {see Investors and
Stock Exchange).

Stock Exchange Manuals, etc. —

Contango Tables . . .16
Cordingley's Guides ... 5
Fenn on the Funds, English and

Foreign 15

Higgins, Leonard, The Put-and-

Call 18

How to Read the Money Article 4

PAGE

Stock Exchange Manuals,etc.^(77z^. ) —

Investor's Ledger

Investors' Tables, Permanent or

Redeemable Stocks
Laws and Customs (Melsheimer)
Laws, English and Foreign

Funds (Royle)
Options (Castelli)

Poor's American Railroad Manual 23
Rapid Share Calculator . . 14
Redeemable Stocks (a Diagram) 12
Registration of Transfers . . 15
Robinson (Share Tables) . . 23
Rules and Usages (Stutfield) , 25
Stock Exchange Official Intelli-
gence 25

Willdey's American Stocks . 26
Tables {see Exchange Tables, Inter-
est Tables, Ready Reckoners,
and Sinking Fund and Annuity
Tables, etc.).
Telegraph Codes —

Ager's (list of) . . . 29, 30

Miscellaneous (list of)
The Premier Code .

30, 31
. 32

Trustees —

Investment of Trust Funds
Judicial Trustees Act, 1896
Marrack's Statutory Trust In

vestments
Trustees, their Duties, etc.
Wilson's Legal and Useful Handy

Books List . . . .

7-10

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Life and Times of Sir T. Gresham. Including notices of
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Threadneedle Street, a reply to " Lombard Street," and
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History of the Monetary Systems in the various States.
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The Rapid Share Calculator. For Calculating Jths,
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Handy Guide to Patent Law and Practice. Price 65. net.

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How to Invest in Mines: a Review of the Mine, the
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GARRATT, JOHN.

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Silver Tables, showing relative equivalents of Bar Silver
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Railways in India ; their Economical Construction and
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A Bimetallic Primer. Third Edition, revised. Price
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The Financial, Statistical and General History of the
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GOSCHEN, the Right Hon. YISCOUNT.

Theory of Foreign Exchanges. Ninth Thousand. 8vo.
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From Veld and *' Street ". Rhymes more or less South
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Nineteenth Edition, in 1 vol., 8vo (pp. 500), price lOs. 6d.,
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Universal Interest Table. For calculating Interest at
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Examination Questions in Book-keeping. Price 2^. 6d.

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The Monetary Question in 1892. Price 55.

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Ready Reckoner, by which multiplication of factors from
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Our Banking Clearing System and Clearing Houses.
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Practice of Banking ; embracing the Cases at Law and in
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Mercantile Practice. Deals with Account Sales, Ship-
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JONES, CHARLES.

The Solicitor's Clerk : the Ordinary Practical Work
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Book of Practical Forms for Use in Solicitors' Offices.
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JONES, HUGH.

A Guide to the Liquor Licensing Acts. Price 25. 6(f.
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JOURNAL OF THE INSTITUTE OF BANKERS.

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JUDICIAL TRUSTEES ACT, 1896.

And the Rules made thereunder. By a Solicitor.
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KELLY and WALSH.

Dollar or Taels and Sterling Exchange Tables. Com-
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Scottish Banking during the Period of Published
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Rates of Stamp Duties on Bills of Exchange all over
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Tables of Exchange between France, Belgium, Switzer-
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Tables of Exchange between Austria, Holland and
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LEWIS, WILLIAM.

Tables for finding the Number of Days, from one day
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LITHIBY, JOHN.

The Law of District and Parish Councils. Being the
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LOYD, A. C.

Lectures on Bills of Exchange. Introductory to the
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LYNCH, H. F.

Redress by Arbitration ; being a Digest of the Law
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MACFEE, K. N., M.A.

Imperial Customs Union.* A practical Scheme of Fiscal
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McEWEN'S

Bankruptcy Accounts. How to prepare a Statement
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MARRACK, RICHARD, M.A.

The Statutory Trust Investment Guide. The par-
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Monthly Traffic Tables ; showing Traffic to date and
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Property Law for General Readers. Price 3.s. 6d.

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MELSHEIMER and GARDNER.

Law and Customs of the London Stock Exchange^
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^22 Effingham Wilson,

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PALGRAYE, R. H. INGLIS.

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PAULL, J.

Columbia and Klondyke Market Manual. Price 2s. Qd.

PETHERICK, EDWARD A.

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PHILLIPS, MABERLY.

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11 Royal Exchange, London. 23^

POCOCK, W. A.

An Epitome of the Practice of the Chancerj^ and King's
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Manual of the Raih-oads of the United States, and'
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Case Law of the Workmen's Compensation Act, 1897.
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SHEFFIELD, GEORGE.

Simplex System of Solicitors' Book-keeping. Price
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11 Royal Exchange, London. 25-

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Treatise on the Law Relating to Debentures and Deben-
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SMITH, A. SKENE.

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STEPHENS, T. A.

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Home Railways as Investments. Second Edition, 1897.
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STRONG, W. R.

Short-Term Table for apportioning Interest, Annuities,
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Rules and Usages of the Stock Exchange. Containing
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26 Effingham Wilson,

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Twenty-third Edition. By Hermann Schmidt. Price 125.
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TAYLER, J.

Red Palmer. A Practical Treatise on Fly Fishing.

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TAN DE LINDE, GERARD.

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YAN OSS, S. F.

American Railroads and British Investors. Price
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WALLACH, HENRY, F.R.G.S.

West African Manual, with two Sketch Maps. Third
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WALLIS, E. J.

Royal Botanic Gardens, Kew. Thirty Full-page Illus-
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Stock Exchange Book-keeping. Price 25. 6d. net.
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Brazilian Exchange, the Study of an Inconvertible
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Comprehensive Tables of Compound Interest (not
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25. 6d. net.

11 Royal Exchange, London. 27

WILLDEY.

Parities of American Stocks in London, New York aniH
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Author's Guide. A Guide to Authors; showing how to-
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Investment Table: showing the Actual Interest or Profit
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WOODLOCK, THOMAS F.

The Anatomy of a Railroad Report. Price 25. 6d. net.

" Careful perusal of this useful work will enable the points in an American railroad'
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RECENT PAMPHLETS.
Expansion of Trade in China.

By T. H. Whitehead, Member of the Legislative Council,
Hong-Kong. Price Is.

The Insurance Question Plainly Treated for Plain People.

Fire, Life, Accident, etc. By E. P. Henderson. Price Is.

A Century of Copper.

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Corn-Trade and Option Markets Considered in Relation
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Indian Currency : An Essay.

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Notes on Money and International Exchanges.

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The Indian Finance DiflGiculty.

A Solution. Price 6d.

Suggested Alterations in the Bank Act of 1844.

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Cost Price Life Assurance.

A Plain Guide to Offices yielding 2 and 4 per cent. Compound-
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Y T. G. Rose. Price 6^.

The Currency of China.

(A Short Enquiry). By James K. Morrison. Price I5.

Pamphlets, etc., on Bimetallism.
BULL'S CURRENCY PROBLEM AND ITS SOLU-
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DICK'S INTERNATIONAL BULLION MONEY. Price 6^.

DOUGLAS (J. M.) GOLD AND SILVER MONEY: A
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ELLISEN'S ERRORS AND FALLACIES OF BI-
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MONEY, WHAT IS IT? AND WHAT IS ITS USE?

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GEORGE'S THE SILVER AND INDIAN CURRENCY

QUESTIONS. Price Is. 3d.

LEAVER'S MONEY: its Origin, its Internal and Inter-
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MANISTY'S CURRENCY FOR THE CROWD; or,

Great Britain Herself Again. Price I5.

MEYSEY-THOMPSON'S (Sir Henry M., Bart, M.P.)
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By Geo. Jamieson, Esq. Price ^d.

MILLER'S DISTRIBUTION OF WEALTH BY MONEY.

Price I5.

MONOMETALLISM UNMASKED; OR THE GOLD
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SCHMIDT'S INDIAN CURRENCY DANGER. A
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SEYD'S SILVER QUESTION IN 1893. A Simple Ex-
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SEYD'S BIMETALLISM IN 1886; AND THE FURTHER
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SMITH'S BIMETALLIC QUESTION. By Sam. Smith,
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SOWERBY'S THE INDIAN RUPEE QUESTION AND

HOW TO SOLVE IT. Price 6d.
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by the Gold Standard Defence Association in 1895-1898 in Oppo-

sition to Bimetallism. Price 25. 6d.

11 Royal Exchange, London. 29

THE GOLD BUG AND THE WORKING MAN. Price

ed.
TWIGG'S PLAIN STATEMENT OF THE CURRENCY

QUESTION, with Reasons why we should restore the Old English

Law of Bimetallism. Price 6d.
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ACER'S TELEGRAM CODES.

THE AYZ TELEGRAM CODE.

Consisting of nearly 30,000 Sentences and Prices, etc., with a liberal
supply of spare words, for the use of Bankers, Brokers,
Manufacturers, Merchants, Shippers, etc. The Code words
carefully compiled from the " Official Vocabulary ". The Active
Stocks quoted on the Stock Exchange, London, with a list of
American Bonds having Code words to them, makes this a
useful Code for Stockbrokers. Price 16s. net.
" It forms a handy volume, compiled with evident care and judgment, and clearly

and correctly printed." — Daily Chronicle.

" All the sentences in each par. are alphabetically arranged, so that it should not be

difficult to code a telegram expeditiously and to interpret a code message upon receipt

should even be easier." — Daily Telegraph.

THE SIMPLEX STANDARD TELEGRAM
CODE.

Consisting of 205,500 Code Words. Carefully compiled in accordance
with latest Convention rules. Arranged in completed hundreds.
Printed on hand-made paper ; strongly bound. Price £5 55.

THE DUPLEX COMBINATION STANDARD
CODE.

Consisting of 150,000 Words.
With a Double Set of Figures for every Word, thus affording oppor-
tunity for each Figure System of Telegraphing to be used.
Every word has been compiled to avoid both literal and
telegraphic similarities. Price £4 4s.

The Extension Duplex Code of about 45,000 more

Words.

These are published with the view to being either used in connection
with the "Duplex," or for special arrangement with the
Figure System for Private Codes by agreement. Price £1 Is.

THE COMPLETE DUPLEX CODE,

Of 195,000 Words in Alphabetical and Double Numerical Order, i e.,
the above two Codes bound together. Price £5 55.

30 Effingham Wilson,

Ager's Standard Telegram Code of 100,000 Words.

Compiled from the Languages sanctioned at the Berlin Tele-
graph Convention. Price £3 3s,

Ager's Standard Supplementary Code for General
Merchants.

The 10,250 Words with sentences. In connection with the
"Standard". Price 2l5.

Ager's Telegram Code. 56,000 good Telegraphic Words, 45,000
of which do not exceed eight letters. Compiled from the
languages sanctioned bv the Telegraph Convention, Third
Edition, Price £2 2s,

Ager's Alphabetical Telegram Code. The Code Words in

sequence to the 150,000 Words in the Duplex Standard Code.
Price 25s, Two or more copies, 21s, each.
N. B, — Can also be obtamed bound up with the Duplex or Prefix Code,

Ager's Telegraphic Primer. With Appendix. Consisting

of about 19,000 good English and 12,000 good Dutch Telegraphic
Words. 12,000 of these have sentences. Price 12s. 6^/.

Ager's General and Social Code, For Travellers, Brokers,
Bankers and Mercantile Agents, Price 10s. 6d.

TELEGRAPH CODES.

Anglo-American Cable Code. Price 2U.

Bishop's Travellers' Telegraph Code. Specially for the

use of Tourists, Compact and bound conveniently for the
pocket. Weight only 2 oz. Price Is,

Broomhall's Comprehensive Cipher Code.

Mining, Banking, Arbitrage, Mercantile, etc. Arranged for
nearly 170,000 Phrases, Price £3 13s, 6^,, cloth. Limp leather,
price £4 4s,

Clauson-Thue's ABC Universal Commercial Electric
Telegraphic Code,

Adapted for the Use of Financiers, Merchants, Shipowners,
Brokers, Agents, etc. Fourth Edition. Price 15s. net.

Clauson-Thue's A 1 Universal Electric Telegraph Code,

For the Use of Financiers, Merchants, Shipowners, Underwriters,
Engineers, Brokers, Agents, etc. Price 25s. net.

Figure Code for Stocks and Shares.

To be used with the " Official Vocabulary," or any similar
list of numbered Words. Price 42s

11 Royal Exchange, London. 31

Hawke's Premier Cypher Telegraphic Code.

Price 10s, 6d. See back page of this Catalogue.

McNeill's Mining and General Telegraph Code.

Arranged to meet the requirements of Mining, Metallurgical and
Civil Engineers, Directors of Mining and Smelting Companies,
Bankers, Brokers, Solicitors and others. Price 21s. net.

Moreing and McCutcheon's General Commercial and
Mining Telegram Code.

Comprising 274,000 Words and Phrases. Price £5 5s. net.

Moreing and Neal's General and Mining Code.

For the Use of Mining Companies, Mining Engineers, Stock-
brokers, Financial Agents, and Trust and Finance Companies.
Price 21s.

Official Vocabulary in Terminational Order.

Price 40s. net.

One-word "Firm Offer" Telegraphic Code with One-
word " 5 Offers " Reply Code. Price 7s. 6^.
Scott's Shipowners' Telegraphic Code.

New Edition. 1896. Price 21s.

Stockbrokers' Telegraph Code. Price 5s. net.
Watkins' Ship-broker's Telegraph Code.

Price £4 net. Two copies, £7 net.

Whitelaw's Telegraph Cyphers. 338,200 in all.

400,000 Cyphers in one continuous alphabetical order. Price

£12 10s.
202,600 words, French, Spanish, Portuguese, Italian

and Latin. Price .... 150s. each net.

53,000 English words 50s. „

42,600 German „ 50s. „ „

40,000 Dutch „ 50s. „

338,200

68,400 Latin, etc., etc. (Original Edition), in-
cluded in the above 202,600 . . . 60s. „

25,000 English (Original Edition), included

in the above 53,000 40s. „

22,500 ot the English words arranged 25 to •
the page, with the full width of the
quarto page for filling in phrases. . 60s. ,, ,,

14,400 of the Latin words arranged so as to
represent any 3-letter group, or any
three 2-figure groups up to 24 . . 15s. ,, ,,

Willink's Public Companies' Telegraph Code.

Price 12s. 6^^. net.

Medium 4to, 500 pp. Cloth, price lOs. 6d. net.
THE

PREMIER

CYPHER TELEGRAPHIC

CODE

Containing close upon 120,000 Words and Phrases.

THE MOST COMPLETE AND MOST USEFUL GENERAL CODE
YET PUBLISHED.

COMPILED BY

WILLIAM H. HAWKE

SOME OPINIONS OF THE PRESS.

" It is calculated to save expense by making one word do the duty of two to five
words as compared with other codes, without trouble or loss of time. This result has
been obtained by introducing novel and simple methods of tabulation. The scope of the
code is a very wide one, and makes it suitable to the traveller as well as to the com-
mercial man." — Telefi^n-aph.

" Is distinguished among books of its kind by the unusual width of its range. For
the rest it is a careful work, which keeps constantly in view the practical needs of men
of business." — Scotsman.

" The Code is certainly a marvel of comprehensiveness, and at least the translation
of messages would appear to be easy, owing to the system of initial words and cross
references embodied m it, and the conspicuous headings." — Manchester Gttuuiian.

■■ An extremely valuable cypher telegraphic code. The saving of expense is, ol
course, the primary object of a code; but another consideration with Mr. Hawke has
been to arrange a code so that what is required to be transmitted can be sent with the
least possible trouble and waste of time." — Financial Neivs.

" This compilation is excellent in choice of messages and simplicity of arrangement.
Those who have had to deal with other codes will appreciate this point. Particularly
admirable are the joint tables for market reports, which can give quotations and tone in
one word. What with careful indexing to the matter and ingenious simplicity this
code is certainly one of the best we have yet seen." — Shipping Telegraph, Li\ erpool.

" Undoubtedly the finest code that has yet been published, despite the fact that it
also ranks among the cheapest."— /oj<;«f!/ of Finance.

"An VoUstMndigkeit diirfte es von anderen Werke. gleicher Art kaum iibertroffen
warden." — F rankfiirter Zeittmg

" The systems of tabulation are simple, and the general appearance of the volume
seems to confirm the claim that this is by far the most complete code ever issued." —
Tribune, Chicago.

" Mr. Hawke's long experience as an expert in telegraphic code systems is a full
guarantee of the excellence of the ' Premier Code'." — Liverpool Courier.

Now ready. Clotli, price Ws. 6d. net

100,000 WORD SUPPLEMENT TO

THE PREMIER CODE.

COMPILED BY

WILLIAM H. HAWKE.

For special tables for Offers, Buying, Selling, etc., the words numbered
from 00,000 to 99,999 ; the words do not clash with those in the Premier Code
but are supplementary to them ; 2440 additional words are for indicating, or
catch words, aad special or temporary tables.

LONDON : EFFINGHAM WILSON.
R93«^:,B?^GiiANGE.

UNIV]

14 DAY USE

RETURN TO DESK FROM WHICH BORROWED

DOCUMENTS DEPT.

This book is due on the last date stamped below, or

on the date to which renewed.

Renewed books are subject to immediate recall.

DFC 2 4 ig'^8

General Library
LD 21-50m-8,'57 University of California
(,C8481sl0)476 Berkeley

YB 244(56

113641

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Full text of "The Companies Acts 1862-1900: with cross references and a full analytical index comprising the full text of all the statutes with all amendments and repeals down to 1900, and the forms and fees prescribed by the Board of Trade under the act of 1900"

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