Companies Act 1847 (SA)

No. 5.

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ORDINANCE enacted by the Gournor of South Australia, with thr adrice

azd conoent of lhe Legislative Council fkrcoj. -,

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this Ordinance shall be incorporated therewith; and all the clauses

' - and provisions hereof, save so far as they shall be expressly varied I	or excepted by any such Ordinance, shall apply t o the Company
which shall be incoqorated by such Ordinance, and to the under- taking for carrying on which such Company shall- be incorporated,
'	so far as the same shall be applicable thereto respecti~dy; and such s

'. clauses and provisions, as well as the clauses and provisions of every

, other Ordinance which shall be incorporatedwith such Ordinance 1

shall, save as aforesaid, form part of such Ordinance, and be const~ued	1	,
together therewith as forming one Act.	8
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Iltie~prctafions L

this Act. AND With 'respect to the construction hereof, 'and of other Ordi- i

names to be incorporated therewith-BE IT ENACTED as follows: i 5

11. THE expression Act" used herein shall be construed to mean )

' Ordinance enacted by the Governor of South Australia, with the 1

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advice and consent of the Legislative Council thereof; and the es-

pression

I the Special Act" shall be construed to mean any Act n-&h shall be hereafter passed, incorporating a Joint Stock Company for tne purpose of cairying on any undertaking, and with which this Act shall be so incorporated as Rforesnid; the word prescribed" used in this

. Act, in reference to any matter herein stated, shall be construed to - refer to auch matter as the same shall be prescribed or provided for;

-?	in the Special Act; and the sentence in which such word shall occur
slid1 be construed as if instead of the word prescribed," the ex- ! m

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pression prescribed for that purpose-in the Special Act" had been !

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used; and the expression Lc the undertaking" shall mean the under- 1	taking or works, of whatever nature, which dia l l by the Specinl Act
be authorised to be executed. D

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t o * 111. T~rx follo~vjlig words and espressiolis both in this and thC i

lhis rrnd Uie EpacMZ Specinl A c t sllnll have the several mcnnhgs llercby nssijiuccl to 1. a

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them, uulcss there be something iu the subject or the contest r&ug i

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nant to such construction; (that i s to say) 'L

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.Words importing the singular number only shall includc the,

l	1'1ural number; and words importing the plural number '
only shall includc the singular number: P

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/ The word Lease" shall include an agreement for a leas&:' this and the Spci$l fiterpretutiorrs it4 ,

det. .

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I The word Rilohtli" shall mean-calendar month:

The expression '' Superior Courts" shall mean Superior Courts

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of Record in the Province:

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f	' The word c c Oath" shall include affirmation in the case of	I	" %
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t	Quakers, or other Declaratiou lawfully substituted for an
I	Oath in the case of any other persons exempted .by Law . '

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I from the necessity of taking an Oath: . *

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The word " Justice" shall mean any Justice of the Peace for the .

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Province who shall not be interested in the matter; and ' where any matter shall be nuthoriscd or repired to be done

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l by two Jus tices, the expression " Two Justices" shall be under- ' - '

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stood to mean two Justices assembled and acting together:

The expression G the Company" shall mean the Company con-

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I stitutecl by the Special Act:

I ' The expression the Directors" shall mean the Directors of the U -. s , _. .

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Company, ancl shall include all persons hnving the direction

,	of the undertaking, whether ~mdcr the name of Directors,
hlanngers, Committee of l\fanagemcfit, or under any other , S >
I	name: ..
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I The word 'c Shareholder" shall mean Shareholder, Propiictor, e. 1

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or Member of the Company; and in rcfnring to any such 'I

Sharclloldcr, expressions popcrly applicable to a person	*
shall be held to apply to a Coiyoratioil: and

I The expression the Sccretnry" shall mean the Secretary of the '

I	Company, and shall include the word	Clerk."
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: IV. AND es IT ENACTED, tlmt in citing this Act in othcr Acts, S h o r t t i i i ~ o f t h act.

1 1 in lcgnl ins trumcuts, it shall be snficient to use the csl~scssion I

"'he Cornpanics Clauscs Consolidation Act."

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V. AKD nrmnEAs it may be. cGnvcnicnt in some cases to incorpo- Form in which por-

/ mte with Acts hcrcnfter to be pnssccl somc portion only of the pro- tion, at this Act ma'y '.

i be incorporated with

'1 &ms of this Act: BE IT TIIEREFORB ENACTED, that for the pwposc orber Aat8.

'	of making any such incorporation, it shnll be snfficient in any such
i	Act to enact that the clauses and prori~ions of this Act, wit11 rcspcet

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' ta the matter so proposed to bc incorporated (clclcscribing such nmtter l +

1, . it is described in this Act, in the ~ m d s introductoly to the enact

DICnt ~ ~ t h respect tcj such matter), shnll be iucorporated with such

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; and thereupon all the clnuscs and provisions of this Act, nith d.

1 rc$l )~~t to the matter so incorpoxatcd, &all, save so far as they shall. .

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-	.	be expressly varied or excepted by such Act, form part of such Act and such Act shall be construed as if the substance of such clau
and provisions were set forth therein with reference to the matter
wbich such Act shall relate. \

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D&&,~~m 4 A m with respect to the Distribution of the Capital of the Corn.

c~p~ la l: pmy into Shares-BE IT ENACTED as follows:

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capital a t,e divided VI. THAT the capital of the Company shall be divided into*shares

inta shrrea ' 'of the prescribed number and amount, and such shares shall be + '

nuinbered in arithmetical progression, beginning nith number one; i-

and every such share shall be di~tin~guished	by ita appropriate f
number.

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. saare8	to a.	p. . 8 ~ ~. 1	.	VII. THAT	all shares in the underta1cing shall be personal estate, i
eatate.	,

and tlnnsmissable as 'such, and shall not be of the nature' o f real

estate. . i iP

Sharebolderr. VIII. THAT every person who shdl have subscribed the prescribed;

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sum or upwards to the capital of the Company, or shall othen~%e	i
b e become entitled to a share in the Company, and whose name i
, shall have been entered on the Register of Shareholders hereinaits j	mentioned, shall be deemed a Shareholder of the Company.. J i
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IX T ~ A T the Con~pany ~ha.11 keep a book, 'to bo called the

G Register of Sha~eholders;" and in such book shall bc fairly and ! distinctly entered from time to time the nmiea of the several COT,-+ to shares in the Company, together with the number of sllnres to i rations, and the names and additions of the several persons entitld;

which such Shareholders shdl be respecth-ely entitled, distinguishing

cnch shnw by its numbcr, and the nmotunt of the subsqriptio~rs paid i

on such slmrcs, and the sunmmes or corporate names of the sail1 i

SIlnrcIrolcIers shall t c plnccd in nlpllabcticnl oriicr; nnd sncll book j

shall be authenticated by the common Seal of the Company being:	: S
affixed thereto; and such authentication shall take place at the i first ordinaiy nmetiq, or at the next subsequent meeting of t11r; Company, and so from time'to time at each ordinnry meeting of tllr !

Company. + i

, s dare^ .of 8hrm X. THAT in addition to the mid Registerof Shnreholdelq the Cou~. i

L	holden:	pany shall provide R book, to be cdlcd the " Shareholders' Address i
Book," in which the Secret aly shall from time to time enter in alplm.:
beticnl order the corporate names and plnces of business of the sever01 i I
Shaxeholders of the Company, being Coq>orations, and the surnalncr v
I ofa

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Didddirs nJ

,,I llle several other Shnlrholdess, with their rcspecti~-e Cliristian c i u i.

,,,~,ln, places of abode aid descriptions, so far ns the same shall be %

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kilown to the Cornpally; and every Shareholder, ox if such Share- i&lcr be a Corporation, the Clerk or Agent of such Corporation may, c .

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t , $1 convenient times, pemse such b,ook gratis, and may require a * .

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,,,;)S thereof, or of any part thereof; and for evely hundred words so

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nq;ired to be copied, the Company may demand a sum not exceeding

XI. THAT on demand of the holdcr of any share, the Compmy Certifierter of shorr~ to be issued to the

&!in11 cause a certificate of the proprietorship of such share to be LuobQWm.

drlivered to such Shrcholder; n~ld snch certificate shall have the r

imrnon Seal of the Company affixed thereto; and such certificate	4
4?;nil specify the share in the undertalhg to d i c h such Shareholder :h entitled; and the same may be according to the folm in the
ktlcrlule A to this Act alznesed, or to the like effect; and for such
c~rtifieate the Company may demnnd any sum not exceeding the
jmxribed amount; or if no amount be prescribed, then n sum n o t .

~ ~ x c c c ~ ~ g Two shillings and sixpence.,

1, SII. THAT the said ccrtificntc shall be aclnlittcd in all Courts as certificale to r e ai-

/ i phrn fade evidence of thc title of such Sllareholdcr, his executors, den~e* . ,

i~dtniaistrators, successors, or assigns, to the share therein spcci6ed:

1 SIXERTHELESS the want of such ccrtificatc s l d l not prevent the

:	holder of any share fiom disposing thsred
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' MIX. THAT if any such certificate be worn out or chmnged, then, c. , t i a ~ m to be re-

qron the same being produced at somc meeting of the Directors, such "::, d*

I	1)ireclor~ may, order tho same to bc cancelled. alld thcreopon another
1 '	h i l n r certificate s h d be givcn to the party in ivlmm. the property

! d' sllcli certificate, and of thc sllarc thcrcin rnclltioned, $haU be. at .,

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t imc.vrstd; or if wch ccrtificntc bc lost or dcstroycd, then, 111m

()roof tlwnvbl. (0 tllc? nntislilotio~l of tllo IXrccto?,. R similnr crrlificntc

4 d l bc givcn to tlu! llart,y cntitld to ilro crrtliim to so lost or dru-

l' {mpd; and ill citllcr cat, a drw ci.lrtry of tlw snbstitatcd rcrtiliciitc

l 'Id	be made by thc Secretary in tllc ltegistcr of Sharcholdcrs; nnd
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fi* crery such certificate so given or excllanged, the Company may [I~mnnd any sum not exceeding the prescribed amount; or if no

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l,	3,rmnt be prescribe J then a sum not exceeding Two shillings and
klspcnce, ,
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C j	h with re~espect to the Transfer or Transmission of Share*.	T w e r ef &W@#.
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IT ENACTED aa foU01vs :

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V HW**	XIV. THAT	subject to the regulations herein or in the &m4al Act i
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rran.rer .r eba:e~ t. contained, every Shareholder may sell and hander all or any of hi+ / l l l i

btr by Deed.

shares in the undertaking, or all or any part of his interest in t h ~ i

capital stock of the Company, in -case such shares shall, under tht 1

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. . provision hereinafter contained, be consolidated into capital E ~ O C I ~ ; 1 to

and every such transfer shall be by deed, in which the considmtia~:i

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shall be truly stated; and such deed may be according to the font! l,,,

in the Schedule B to this Act annexed, or to the like effect. ; a ;m

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Traiinferaof s h a ~ XV. THAT the 'said deed of transfer (when duly executed) shali-

be rcgiaered, BC.

be deli\rered to the Secretary, and be kept by him; and the Secretan;

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shall enter a memorial thereof in a book to be called the ~ e ~ i s t d '

3 of Transfers," and shall endorse such entry on the deed of Transh' 611;

and shall, on demand, deliver a new certificate to the purchaser; and- ifk

for every such entry, together with such endorsement and certificate.:

the Company may demand any gum not exceeding the prescribed' mu

axnount; or if no amount be prescribed, then a sum not esceedi~e wlli

Two shillings and sixpmx.; and on the request of the purchaser d, llcl

any share, an endorsement of such transfer shall be made on the cer.	to .
tificate of such share, instead of a new certificate being granted; a d	~ C S

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such endorsement, being signed by the Secretary, shall be considerd,

in every respect the same as a new certificate; and until such transfe:'

has been so delivered to the Secretay as aforesaid, the vendor of thc	n fc
share shall continue liable to the Company for any c'ds that may h.	rpg
made upon each share, and the purchaser of the share shall not b	tile
entitled to receive any share of the profits of the undertaking, or	~ 1 1 ~

-. vote in respect of such share, .. j anj or

T~rnsrcr~ not to he XVI. THAT 110 Shareholder shall be entitled to transfer any shan tilln

made un!il CAUO paid. ,

after 811)' call shall have been made in respect thereof, until he &ha! and

liave paid such call, nor until hc shall haye paid a l l calls fox the tim

' h being clue on evciy share hcld by him. j Tl3

clOaing	aanifer'	XVII. TIIAT	it shall be lnvftil for the Directors to closc tbL	.	7
Book#.	'

I a Register of Transfers for tlw prcscribcd period; or if no period bi of i

presciibed, then for a period not exceeding Fourteen days previous	uf t
each ortlinary meeting, and they may fix a day for the closing of 11;	\rllc

same, of ~ h i c h	Seven days' notice shall be given by advertiscrnent K	or i
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some Newspapkr as after mentioned; and my transfer made duria cl me

the time when the transfer books are so closed shall, as bct~secn tb: timf

\r . Conlpany and the party claiming, under the same, but not othci" divi

-. - ?$se, be considered ns made .subsequently t o such orclimp riot,

. - ineetirig. " 1 and

A7TIII. THAT if the interest in any &are have become trans- n.a@m - of : ' * a

I;iilt:d in consequence of the death or bankruptcy or insolvency of ~n,m* ,a~o,, ,c , '.

Shareholder, or h consequence of the maii-iage of a female 8h.m than trsnafcr b~~'hermafin8 to be .

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~ l ~ a rholder, or by any other lawful means than by a transfer ac- . ~ t h ~ ~ t i ~. t * d bp r de. , .B

roning to the provisions of this or the Special Act, such transmission ~*U.UOJI*, 2. g 4

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~lrnl. be authenticated by a declaration in writing as hereinafter . * I

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~wntioned, or in such other manner m the Directors shall require;

i ~ l d every such declaration shall state the manner in which and the

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pry to whom such share shall have been so transmitted, and shall

Ic nnde and signed by ronlc credible person before a Justice, or , - 1

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1rvfu.e thc Master or otlm yropcr Officer of the Supreme Court; and.	,
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d. declaration shall be lcft with the Secretary, and thereupon he

+11:11 enter the name of the person entitlecl under such transmission

ia the Registcr of Shmcholderu; ancl for every such entry the. .,

Conpny inny deiunnd any suin not cscceding the prescribed amount; - t

;m1 where no a ~ o u n t shall be i~rcscribed, tlwn not exceeding Five

~!iilliiigs; and until such transnlission hns been so authenticated, no :

~ ) ~ r s o n claiming by vhtue of any such transmission dmll be entitled

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to receive any share of the profits of the undertaking, nor to rote in

I ~ycct of any such share as the holder thereof.

SIX. THAT if such transmission be by virtue of the marriage of Ptoofoftraormiarioa bp marriage, will, $c.

:I fvmdc Shareholder, the said declwstion s l d l contain a copy of the .

rrgister of such marriage, or otllcr particulars of the celebration	.	.	#	.
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tlicrcof, and shall declare the identity of the wife with the holder of

share; and if such transn&sion have taken place by virtue of '	+ ~.
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any testamentary iilstlu~nent, or bg intestacy, the probate of the will b

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or the letters of adn~inistration, or an official extract therefroin, d

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sliall, together with such declnmtion, be produced to the Secrctai~ ;

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and upon such production in either of the cases aforesaid, the Scc~e- . .

t;qL s l d l make an entry of the declaration in the said Register of

'l'&sfers. v

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?<X. THAT the Company shall not be boand to sec 'to the execution Campha not bo,und

uf i np trust, whcdler esprcss, iinldied, or constructive, to wl~icli any to regrr Yruntr. d'

uf' the said sharcs may bc snbjcct; and the rcccipt of thc party in < .I

~~ l l f s c unmo any such &arc shall staid in thc books of the Compm); b .

or ..f it stiqds in tllc nnnzes of more partics thau one, thc receipt of '

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of the pgrtics named in tlx Rcgister of Sharcl~oldels s h d, from

h c to timc, be a suflcient cliscl~wgc to the ( h q ~ ~ l y for m y +

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dividend OS o t l w sum of money payable in respect of, srich share,; ' *

n-i tl~kanding any trusts to wllivh such share may then be subject,

"(1 vliether or not the Coinyilny have had notice of such tiusts;

b n ( i h Companyshall not be bound.to sec itopthe application of the l .. . ,

hione7 gaid upon such receipt. ,

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AXD

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- Puy~nc~~t of C ~ l r. A m with respect to the Payment of Subscriptions and the means

of enforcing the payment of Caus-B~ IT ENACTED as fol101t.s :

~ubscriptionn to be XXI. THAT the several persons who have subscribed any moncy

paid when called for. towards the undertaking, or their legal representatives respectively, - shall pay the sums respectively so subscribed, or such portions

thereof as shall fiom time to time be called for by the Company, at such times and places as shall be appointed by the Company; and with respect to the provisions herein or in tlie Special Act contained for enforcing the payment of calls, the word fi Sharel~older" shall extend to and include the legal personal representatives of such,

r	.	Shareholder.	i
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POWX to make call* XXII, THAT it shall be lawful for the Company from time to time

. to make such calls of money upon the respective sharehdders, in;

, respect of the amount of capital respectively subscribed or owing by /

P ~ O V ~ S O. - them, v as they shall think fit: PROVIDED that .Twentyam days' 1

notice at the least be given of each call, and that no call exceed the [

prescribed amount, if any, and that successive calls be not made at f

less than the prescribed interval, if any, and that the aggregate amount of calls made in any one p a r do not exceed the prescribed / amount, if any; and evely Shareholder shdl be liable to pay the,

amount of the, calls so nlnde in respect of the shares held by him, to

tlie persoils and at the times and places from time to time appointed!.

by the Company. L

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XXIII. THAT if, before W on the day appointed for payment, any!

Inten,, be p i a on

calls unpaid. S l ~ ~ e h o l d c r do not pay the amount of my cdl to which he is linble,#

then such Slmreholdeler shall be liable to pny interest for the same nt ' !

tlic wte n l lo~~cd by linw from the day nppointcd for the pnyxnmti

tllcl-cof to thc lilnc of the actual pymcnt.

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Power to allow lot+ S S I V. T I ~ T it slid1 be l ~ ~ + f u l for the Company, if they thinkk

'rest on F	fit, to receive from any of the Shareholders ~ ~ i l l i n g	to advance the;
.eubscriptione befate

CPII.	same, all or any part of the moneys due upon their respective s11nra; beyond the sums actually called for - lnrl upon the principal monisj
so paid in (advance, or so much tl~c,. . id as from time to tinle sl&
excccd the anlount of the cdls then made upon the shares in respect, of which such admnce shall be made, the Company may pay intereslj at such rate, not esceeding the legal rate of interest for the tim;
being, as the Shareholder paying such sum ia advance and:the Cam:

I , , pany shall agree upon. %

0 f a XXV. TEAT if at the time appointed by the Company for

by action, 9 . . 4 8 I

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/ i, f l ~ ~ e n t of any call any %areholder fail to pay the amount of such P ~ f n e f i t .f

,. , ( l, it shall be lawful for the Company to sue such Shareholder for amount thereof in any Court of Law or Equity having competent j:liisdiction, and to recover the same, with lawful interest, firm the

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t h y on which' such call was payable.

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(1 XXVI: THAT in any action or suit to bc brouiht by the Company oeciaratio. 1. acrio.

f 2-ninst any Shareholder to recover any money due for any call, it '

1 .!dl not be necessary to set forth the special matter, but it shall be

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dilicicnt for the Company to declare that the defendant is the l~older

\ i f One share or more h1 the Company (stating the number of shares)

,m1 is indebted to the Coinpany in the . sum of money to which the

u l l s in wear shall amount in respect of One call or more upon One

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ci ,?m or more (stating the number and amount of each of such cells),

r\l~rreby an action hat11 accrued to the Company by virtue of this

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b a,	m 1	the Special Act.
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SXVxI. THAT on the trial or hearing of such action or suit, it &tatter to he prored

r l~n l l ' be sufficient to prove that tllc defendant, at the time of making in action tor cah.

w l r call was a holder of One sllnre or more in the undertaking, and

!hat such call was in fact made, and such noticc thereof given as is

(!ir(~ctcd by this or the Spccinl Act; and it mall not be necessary to l

]'rove the appointment of the Directors who made such call, nor any vtllcr matter wlmtsocver; and tllcreupon the Company shdl be 1 ntitlcd to recover wllat shall be due upon such call, wit11 interest % '+ -

i?1crcon, d e s s it shall appear eitl~cr that ally such call cxcceds the *

pscribed amount, or t h t due notice o f such call was not givcn, or ! h i the prescribed i n t c w l bctwcon Two successive calls had not

Rl:pd, or that calls amounting to more than the sum prescribed

h the total amount of calls in Onk year had been nmde within that

priod