Companies Act 1859 (SA)

ANNO VICESIMO SECUNDO ET VICESIMO TERTIO

VICTORIB REGINB.

A. D. 1859.

No, 24:

An Act to facilitate proceedings by and against Incorporated Companies.

[Assented to, 1st September, 1859.1

W HEREAS divers Corporations and Companies, incorporated Preamble. respectively by Royal Charter or S l c i a l Act of the Imperial

Parliament, using necessarily R, corporate seT, have their principal offices of business and corporate seal in British Possessions out of the Province of South Australia, but have branch offices fdr business, /id	.I 7( i, ,J J 5 --
officers, and managers in the said Province, and incorivenience has	L j. X

been or may be experienced in procuring the annexation of their	"J
corporate seals to deeds, papers, and documents in the said Province:
And whereas there are difficulties in proceedings in law and equity
against Corporations and Incorporated Companies in the said Pro-

vince: And whereas it is expedient that such inconveniences and	,
difficulties should be removed: Be it therefore Enacted by thc Governor-in-Chief of the Province of South Australia, with the advice and consent of the Legislative Council and House of Assembly of the said Province, in this present Parliament assembled,
as follows-

1. Any Corporation or Company, incorporated respectively by Royal Corporation m y

Charter or Special Act of the Imperial Parliament, having its principal ~ ~ $ ~ ~ ~ ~ ~ ~, , ~ $

office of business and corporate seal in Great Britain or Ireland, or under aeal.

any British Possession, may, by power of attorney under its corporate seal, authorize an agent, or two 'or more agents, resident in the said Province, jointly or severally, according to the discretion of its governing body, to execute any deeds or documents requiring to be executed by or on behalf of the said Corporation or Incorporated Company, and to affix thc seal of such Corporation or Incorporated Company to any such deed or document, and also to demand and

U 2 recover,

recover, let, sell, and manage the property of such Corporation or 111- corporated Company in the said Province, and execute leases or agree- ments for leases, contracts for sale,conveyances, with covenants therein, of such property, and to receive the purchase moneys or other con- sideration of such property, and give receipts for the same, and to call for, settle, and adjust all accounts inwhich such Corporation or Inuor- porated Company may be concerned, and to demand and recover all sums of money due to such Corporation or incorporated Company in the said Province, and give releases and receipts for the same, and to commence and prosecute any actions, suits, petitions, or proofs against insolvents, or other proceedings at law or in equity in the Courts of the said Province, in respect of any matter, and to appear to and defend any actions, suits, or other proceedings to be com- menced or prosecuted, and to put in answers to bills in equity in such Courts against such Corporation or Incorporated Company, and to compron~ise such actions, suits, or proceedings, and to compound debts due to such Corporation or Incorporated Company in the said Province, and to submit to arbitration any disputes in which such Corporation or Incorporated Company may be involwd in the said Province, and execute binding deeds of, or submissions to, arbitra- tion, in relation thereto, with such restrictions a i d qualifications as to such governing body shall seem fit.

dgcnt to produce

power to Mastcr of 2. If any agent, appointed by such power of attorney, shall

the Supreme Court,	procluce to the Master of the Supreme Court such power of
and n cnpy verificd.	attorney and a copy thereof at full length, and at the same time produce, as aforesaid, an affidavit or affirmation, as thc case may be, of some credible person by him subscribed, made before and certified by any Mayor or chief officer of any Corporate Town, to the effcct that .he saw the seal of such Corporation or Incorporatcd Company duly affixed to such power of attorney, and is an att~sting
snbscribing witness thereto, and also an affidavit or affirination, as the case may be, of two crcdiblc persons by them subscribed, made before such Master, to the effect that they have compard such copy (npon which they shall endorse their names) with the original power of attorney, and that the same is a true copy, and shall deposit such

copy and such two affidavits or czfhrmation~ in the office of the said

Master to cndorsc	Master, such Master shall thereupon endorse upon the said power of
ccrtifimte.	attorney and copy, a certificate that such power of attorncy has been duly produced under this Act, specifying the time when it shall be so produced, which shall bc in the form of the Schedule hereto, marked A, or to the same effect, and from the time that such cer-
Agent ma act from	tificate is so endorsed, the agent or agents named in such power of
.thencef.ortK.	attorney may, according to the powers thereby expressed to be conferred, act for and on behalf of such Corporation or Incorporated Company, and bind it by his or their acts and deeds, as fully and effectually as if such acts or deeds were confirmed by the affixing of the corporate seal, and the acts of such agent or agents in or in relation to any suit;, action, or other proceeding, and particularly in putting in answers to bills in equity, shall be accepted, received, and taken in lieu and stead of a similar act of such Corporation or Incorporated Company, authenticated by its connuon seal. 3. All

3. All con~~eyances and o t h e ~ instruments which have been exe- f2:;ry:::; . :~;k! :

cuted by any person or persons as the Attorney or Attorneys of ncyfiom Corporation

Corporation or Incorporated Company, in accordance with the terms ~ $ ~ b p ~ ~ ~ $ p " m '

or true intent and meaning of any general or special power of

Attorney or authority given under the common seal of the said Company, shall be deemed to have been as valid and effectual in law as if the same conveyances or instruments had been duly executed and passed under the common seal of the said Company.

4. It shall be lawful f o r s Corporation or Incorporated Company Duplicate seal may

to use, within the said Province, a duplicate of the common seal of be mcd.

such Corporation of Incorporated Company, and all deeds and

documents, matters and things already made or executed, or hereafter

to be made or executed by means of such duplicate seal, shall be valid

and effectual.

5. If such Corporation or Incorporated Company shall, by any Revocntion power, and of c"opy agents' to be

instrument under its common seal, altogether or in part revoke the similarly produced.

powers theretofore conferred by such power of attorney cn any agent

or agents, such instrument, and a copy thereof, shall in like manner

be produced, verified, and deposited in the office of the said Master,

and the said Master shall make a memorandum of such revocation

upon the deposited copy of the revoked power, which shall be in the

form in the Schedules hereto marked B, or to the same effect, and

no such revocation shall, as between such Corporation or Incor-

porated Conlpsny and persons dealing with its agent or agents, be

effectual until such revocation is produced, and copy deposited at

such office as aforesaid.

6. A copy of any charter from the Crown to any such arpora- Copy of any charter from the Crown to

tion or Incorporated Company may be deposited in the office of the ,,,h Corporation ma

said Master, accompanied by an affidavit or affirmation, as the case be ~irnilaxly	deposihl
may be, of two credible persons, by them subscribed; made before
and certified by any such Mayor, or Chief Officer of any Corporate
Town, to the effect that they have compared such copy with the original charter, and that the same is a true copy.

7. The said Master shall cause indexes to be made of such Maatertocauseindexes

powers of attorney, revocations, and copies of charters, which shall to bemade.

be in the form in the Schedule hereto annexed, marked C, or

to the same effect, and shall receive the fees specified in the

Schedule hereto annexed, marked D, for the several acts to be done

under this Act; and the said Master shall make and deliver to every

person making application for the same, a copy, or copies of every

or any copy power of Attorney, and charter deposited with him, affix-

ing thereto the seal of the said Supreme Court, and charging therefor

the fees specified in the said Schedule D; and the above several copies

deposited as aforesaid, shall be deemed in all Courts of Justice in

the said Province, prim4 facie evidence of the existence, execution, ofthe original ~ O C U -

and contcnts of the documents of which they respectively purport merits.

to be copies.

8. Any

*a*$eaffidavit f o r g e ~ j

and uttering punish-

8, Any person making a false affidavit or affirmation, under thc several provisions herein contained, shall be deemed guilty of, and liable to be prosecuted for perjury; and any person forging any document used under this Act, or wilfully uttering any forged docu- ment as genuine, under the same provisions, shall be deemed guilty of felony, and liable to be prosecuted for forgery, or uttering a forged document respectively.

ablc.

When proceedings	9. In any proceeding in the Supreme Court, at law or in
against Corporation in

court, such equity, against any Corporation or Incoryorated Company, it shall,

Court or Judge may	and may be lawful for the said Court, or for any Judge thereof
order service on
oficcr, manner, or	in chambers, upon motion of course, grounded upon affidavit, to order
W% to be good.	that service of any declaration, bill, rule, summons, process, or notice,

r/fk'xdd Q a n d of all subsequent notices in such proceeding upon any officer,

a - manager, or agent of such Corporation or Incorporated Company,

7 %'G'	shall be deemed good and effectual service upon such Corporation or
Incorporated ~ o & ~ a n ~, a copy of such orderAbeing served; with such

28 fe~~217* declaration, bill, rule, summons, process, or notice, under such terms

M & ~ d P w b and conditions as to such Court ox Judge respectively shall seem fit,

Wk 1 6 1 9 p / '1-6 - and such further proceedings may be had, upon a service made con- formable to such order as might be taken against an individual

1 ' 3 3 ~ A- lt4 G, resident in the said Province, liable to such proceeding, duly served with such declaration, bill, rule, summons, process, or notice: Provided,

COu* such order. may revoke that it shall be lawful for the said Court, upon application made by such Corporation or Incorporated Company, or such officer, manager, or agent, to revoke, vary, or alter such order as to it shall seem fit, and to order by whom the costs arising from such application shall be paid.

This ~ c t

not to pre- 1'0. Nothing in this Act contained shall be deemed or taken to

vent effect of power

of attorne nor to prevent the effect which any power of attorney has or would have

~ m c n t d c t of

service under exktiag	under any existing law, nor to prevent any power which the Supreme
law.	Court now has, of directing effective service of any process or notice upon any Corporation, Incorporated Company, or members of public company, or any power which any person now has of proceeding against them respectively.

ahort title. 11. This A d may be cited as 'bThe Incorporatcd Companies Proceedings Act, 1859."

Commencement of	12. This Act shall take effect from thc passing thereof.
Act.

SCHEDULES

l63

SCHEDULES REFERRED TO.

This power of attorney [or the power of attorney, of which this is a copy1 was

duly produced under " The Incorporated Companies Proceedings Act, 1859." before

me, as Master of the Supreme Court of South Australia, on the day of

The power of attorney, of which this is a copy, was revoked altogether [or as to

] by the Corporation [or Incorporated Company]

which executed the same by an instrument under its common seal, dated the

day of 18 , which was duly produced, verified, and deposited in the

office of the Master of the Supreme Court of South Australia on the	day
of

D £ S. d.

For receiving every copy of power of attorney, revocation, copy of charter,

including verifying the same ................................ 0 10 0

For each certificate endorsed on every power of attorney and revocation,

and on every copy tkereof .................................... 0 2 6

For every search for a power of attorney, revocation, or copy of charter..	0 2 6
For every copy of the above instruments required from the office of

Master, per folio of scvcnty-two words ........................	0 0 6
-

Adelaide : Printed by authority, by W. C. Cox, Government Printer, Victoria-square.