Companies Act (1874 No 14a) (NSW)
No. XIX.
A n Act for the Incorporat ion Regula t ion and
W i n d i n g up of T rad ing Companies and other Associations. [18th June, 1874.]
WH E R E A S it is expedient to facilitate and make better provision for the incorporation regulation and winding up of trading Companies and other Associations Be it enacted by the Queen's Most Excellent Majesty by and with the advice and consent of the Legislative Council and Legislative Assembly of New South Wales in Parliament assembled and by the authority of the same as follows :—
3. No company association or partnership consisting of more than ten persons shall be formed after the commencement of this Act for the purpose of carrying on the business of Banking unless it is registered as a company under this Act or is formed in pursuance of some other Act of Parliament or of a Royal Charter or 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 partner ship or by the individual members thereof unless it is registered as a company Preliminary.
1 . This Act may be cited for all purposes as the " Companies
Act."
2. For the purposes of this Act , a company that carries on the business of insurance in common with any other business or businesses shall be deemed to be an insurance company.
company under this Act or is formed in pursuance of some other Act of Parliament or of a Royal Charter or Letters Patent or is a company formed for mining purposes under or in pursuance of the Act twenty - fourth Victoria number twenty-one.
4. This Act is divided into seven parts relating to the following
subject matters—
The first part—to the constitution and incorporation of companies
and associations under this Act
The second part—to the distribution of the capital and liability
of members of companies and associations under this Act
The third part—to the management and administration of com
panies and associations under this Act
The fourth part—to the winding up of companies and associations
under this Act
The fifth part—to the registration office
The sixth part—to companies authorized to register under this
Act
The seventh part—to application of this Act to unregistered
companies.
PART I .
CONSTITUTION AND INCORPORATION OF COMPANIES AND ASSOCIATIONS
UNDER THIS ACT.
Memorandum of Association.
5. Any seven or more persons associated for any lawful purpose may by subscribing their names to a memorandum of association and otherwise complying with the requisitions of this Act in respect of registration form an incorporated company with or without limited liability.
6. The liability of the members of a company formed under this Act may according to the memorandum of association be limited either to the amount 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 contribute to the assets of the company
in the event of its being wound up.
7. Where a company is formed on the principle of having the liability of its members limited to the amount unpaid on their shares hereinafter referred to as a company limited by shares the memorandum of association shall contain the following things (that 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 place in New South Wales in which the registered office of the company is proposed to be situate
(3.) The objects for which the proposed company is to be estab
lished
(4.) A declaration that the liability of the members is limited
(5.) The amount of capital with which the company proposes to
be registered divided into shares of a certain fixed amount
Subject to the following regulations—
(1.) That no subscriber shall take less than one share
(2.) That each subscriber of the memorandum of association shall
write opposite to his name the number of shares he takes.
8. Where a company is formed on the principle of having the liability of its members limited to such amount as the members respec tively undertake to contribute to the assets of the company in the event of the same being wound up hereinafter referred to as a company limited by guarantee the memorandum of association shall contain the following things (that 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 place in New South Wales in which the registered 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 adjustment of the rights of the contributories amongst themselves such amount as may be required not exceeding a specified amount.
9. Where a company is formed on the principle of having no limit placed on the liability of its members hereinafter referred to as an unlimited company the memorandum of association shall contain the following things (that is to say)—
(1.) The name of the proposed company
(2.) The place in New South Wales in which the registered
office of the company is proposed to be situate
(3.) The objects for which the proposed company is to be established.
10. The memorandum of association shall be signed by each
subscriber in the presence of and be attested by one witness at the least
I t 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 as if there were in the memorandum con
tained on the part of himself his heirs executors and administrators acovenant to observe all the conditions of such memorandum subject to
the provisions of this Act.
11. Any company limited by shares may so far modify the con ditions contained in its memorandum of association if authorized to do so by its regulations as originally framed or as altered by special resolution in manner hereinafter mentioned as to increase its 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 hereinafter provided in the case of a change of name no alteration shall be made by any company in the conditions contained in its memorandum of association.
12. Any company under this Act with the sanction of a special resolution of the company passed in manner hereinafter mentioned and with the approval of the Governor with the advice of the Executive Council testified in writing under the hand of the Clerk of the Council 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 company and any legal proceedings may be continued or commenced against the company by its new name that might have been continued or com menced against the company by its former name.
Articles
Articles of Association.
13. The memorandum of association may in the case of a company limited by shares and shall in the case of a company limited by guarantee or unlimited be accompanied when registered by articles of association signed by the subscribers to the memorandum of associa tion and prescribing such regulations 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 unlimited 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 number of members with which the company proposes to be registered for the purpose of enabling the Registrar to determine the fees payable on registration In a company limited by guarantee or unlimited and having a capital divided into shares each subscriber shall take one share at the least and shall write opposite to his name in the memoran dum of association the number of shares he takes.
14. I n the case of a company limited by shares if the memo randum of association is not accompanied by articles of association or in so far as the articles do not exclude or modify the regulations con tained 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 bo the regulations of the company in the same manner and to the same extent as if they had been inserted in articles of associa tion and the articles had been duly registered.
15. The articles of the association shall be printed and shall be signed by each subscriber in the presence of and be attested by one witness at the least When registered they shall 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 such articles contained a covenant on the part of himself his heirs executors and administrators to conform to all the regulations contained in such articles subject to the provisions of this Act and all moneys 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 specialty debt due from such member to the
| company. | ||
|
16. The memorandum of association and the articles of associa tion if any shall he delivered to the Registrar of Joint Stock Companies hereinafter mentioned and called the Registrar who shall retain and register the same There shall be paid to the Registrar by a company having a capital divided into shares in respect of the several matters mentioned in the table marked B in the first schedule hereto the several fees therein specified or such smaller fees as the Governor with the advice of the Executive Council 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 Governor with the advice aforesaid may from time to time direct.
17. Upon the registration of the memorandum of 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 Registrar shall certify under his hand that the company is incorpo
rated
rated and in the case of a limited company that the company is limited The subscribers 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 memorandum 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 and to sue and be sued in all Courts in the Colony 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 hereinafter mentioned A certificate of the incorporation of any company given by the Registrar shall be conclusive evidence that all the requisitions of this Act in respect of registration have been complied with.
18. A copy of the memorandum of association having annexed thereto the articles of association if any shall be forwarded to every member at his request on payment of the sum of one shilling or such 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.
19. No company shall be registered under a name identical with that by which a subsisting company is already registered or so nearly resembling the same as to be calculated to deceive except in a case where such subsisting company is in the course of being dissolved and testifies its consent in such manner as the Registrar 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 sub sisting 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 Registrar 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 company 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.
PART I I .
DISTRIBUTION OF CAPITAL AND LIABILITY OF MEMBERS OF COM
PANIES AND ASSOCIATIONS UNDER THIS ACT.
Distribution of Capital.
20. The shares or other interest of any member in a company under this Act shall be personal estate capable of being transferred in manner provided by the regulations of the company and shall not be of the nature of real estate and each share shall in the case of a company having a capital divided into shares be distinguished by its appropriate number.
21. The subscribers of the memorandum of association of any
company under this Act shall be deemed to have agreed to become members of the company whose memorandum they have subscribed and upon the registration of the company shall be entered as members on the
register
regis ter of members hereinafter ment ioned and every o ther person who has agreed to become a member of a company under th is A c t and whose n a m e is entered on t h e regis ter of members shall be deemed to
| be a m e m b e r | of t h e | company. |
22. A n y transfer of t h e share or other interest of a deceased member of a company unde r this A c t made by his personal repre sentat ive shall no twi ths t and ing such personal representat ive m a y not himself be a m e m b e r be of t h e same val idi ty as if he h a d been a
| m e m b e r | a t t he t i m e | of t he | execut ion | of t he i n s t rumen t | of | transfer. |
23. Every company unde r th is Ac t shall cause to be kep t in one
or more books a regis ter of i ts members and the re shall be entered
| there in | t he | following | pa r t i cu l a r s— |
(1.) The names and addresses and the occupations if any of t h e m e m b e r s of t h e company wi th the addi t ion in t h e case of a company hav ing a capi tal divided into shares of a state m e n t of t h e shares held by each member d is t inguishing each share by its n u m b e r and of the a m o u n t paid or agreed to be considered as paid on the shares of each member .
(2.) The date a t which the n a m e of any person was entered in t he regis ter as a member .
(3.) The date a t wh ich any person ceased to be a member .
A n d any company ac t ing in cont ravent ion of th is section shall i ncu r a pena l ty no t exceeding five pounds for every day dur ing which its default in complying wi th the provisions of th i s section cont inues and every director or manager of the company who shall knowing ly and wilfully au thor ize or pe rmi t such cont ravent ion shall i ncu r t he
| l ike | penal ty . |
24. Every company unde r th i s Ac t and hav ing a capi ta l divided into shares shall m a k e once a t least in every year a list of all persons who on the four teenth day succeeding the d a y on which the ord inary general m e e t i n g or if the re is more t h a n one ordinary mee t ing in each year t h e first of such ordinary general meet ings is held are members of t he company and such list shall s ta te t h e names addresses and occupations of all t he members there in ment ioned and the n u m b e r of shares held by each of t h e m and shall conta in a summary specifying
| the | following | par t i cu la rs— |
(1.) The a m o u n t of the capital of t he company and the n u m b e r of
shares into which i t is divided.(2.) The n u m b e r of shares t aken from the commencement of the
company u p to t he da te of t h e summary .
(3.) The a m o u n t of calls made on each share. (4.) The to ta l a m o u n t of calls received. (5.) The to ta l amoun t of calls unpaid .
(6.) The to ta l amoun t of shares forfeited.(7.) The names addresses and occupations of t h e persons who
have ceased to be member s since t he last list was made and
t h e n u m b e r of shares held by each of t hem.
The above list and summary shall be contained in a separate p a r t of the register and shall be completed wi th in seven days after such four teen th day as is ment ioned in this section and a copy shall forth
| wi th be forwarded to t h e Regis t ra r of J o i n t Stock | Companies. |
25. I f any company under th is A c t and hav ing a capital divided in to shares makes default in complying wi th t h e provisions of th is Ac t wi th respect to forwarding such list of members or s u m m a r y as is hereinbefore ment ioned to t he Regis t ra r such company shall incur a pena l ty not exceeding five pounds for every day dur ing which such default cont inues and every director and manage r of t h e company who shall knowingly and wilfully author ize or pe rmi t such default shall incur the l ike penal ty .
26. Every company under th i s A c t hav ing a capi tal divided in to shares tha t has consolidated and divided its capital in to shares of larger a m o u n t t h a n its exist ing shares or conver ted any port ion of its capi tal in to stock shall give notice to t h e Reg is t ra r of J o i n t Stock Companies of such consolidation division or conversion specifying the shares so consolidated divided or converted.
27. W h e r e any company under th is A c t and hav ing a capital
divided in to shares has converted any por t ion of its capi tal in to stock and given not ice of such conversion to the Regis t ra r all t he provisions of th is A c t which are applicable to shares only shall cease as to so m u c h of t he capi tal as is conver ted in to stock and t h e register of members hereby required to be k e p t by t h e company and the list of m e m b e r s to be forwarded to t h e Regis t ra r shall show the a m o u n t of s tock held by each member in t he list instead of t he a m o u n t of shares
and t h e par t icu lars re la t ing to shares hereinbefore required. 28. N o notice of any t rus t expressed implied or const ruct ive shall be entered on t h e regis ter or be receivable by the Regis t ra r in t h e case of companies registered unde r this Act .
29. A certificate u n d e r t he c o m m o n seal of t he company
specifying any share or shares or stock held by any member of a company shall be prima facie evidence of t h e t i t le of t he m e m b e r to t h e share or shares or s tock there in specified.
30. The regis ter of members commencing from the da te of t he regis t ra t ion of t h e company shall be kep t at t he registered office of t he company hereinafter ment ioned Except when closed as hereinafter ment ioned i t shall dur ing business hours bu t subject to such reasonable restr ict ions as t h e company in general mee t ing may impose so t h a t n o t less t h a n two hours in each day be appoin ted for inspection be open to t h e inspection of any m e m b e r grat is and to the inspection of any o ther person on the p a y m e n t of one shi l l ing or such less sum as t he company m a y prescr ibe for each inspect ion and every such member or o ther person m a y requi re a copy of such regis ter or of any par t thereof or of such list or s u m m a r y of member s as is hereinbefore ment ioned on p a y m e n t of s ixpence for every h u n d r e d words required to be copied I f such inspect ion or copy is refused t h e company shall incur for each refusal a pena l ty not exceeding two pounds and a fur ther pena l ty no t exceeding two pounds for every day du r ing which such refusal cont inues and every director and manage r of t h e company who shall knowing ly author ize or pe rmi t such refusal shall incur t h e l ike penal ty a n d in
addi t ion to t he above pena l ty any J u d g e of t he Supreme Cour t s i t t ing
in Chambers m a y by order compel an immedia te inspection of t he register.
3 1 . A n y company unde r th is A c t m a y upon giving not ice by
adver t i sement in some newspaper c i rcu la t ing in t he district in which t h e regis tered office of t he company is s i tuated close the register of member s for any t ime or t imes not exceeding in t h e whole th i r ty days in each year .
32. W h e r e a company has a capi tal divided into shares whe ther such shares m a y or m a y not have been converted into stock not ice of any increase in such capi ta l beyond the regis tered capital and where a company has no t a capi ta l divided in to shares notice of any increase in t he n u m b e r of member s beyond the registered n u m b e r shall be given to t h e Reg is t ra r in t h e case of an increase of capi tal wi th in fifteen days from the date of t he pass ing of the resolut ion by which such increase has been author ized a n d in the case of a n increase of members wi th in fifteen days from the t ime a t which such increase of members has been resolved on or has t a k e n place and t h e Regis t ra r shall for thwith record t he a m o u n t of such increase of capi ta l or member s I f such not ice is no t given wi th in the period aforesaid t he company in default shal l i ncu r a pena l ty not exceeding five pounds for every day dur ing which
such
| such neglec t to give not ice cont inues a n d | every | director and | m a n a g e r |
| of t he company who shall knowing ly and wilfully authorize or | pe rmi t |
| such default shall i ncu r t he l ike penal ty . |
33 . I f t h e n a m e of any person is wi thout sufficient cause entered
in or omi t ted from t h e register of member s of any company u n d e r this A c t or if default is made or unnecessary delay takes place in en te r ing on t h e regis ter t h e fact of any person hav ing ceased to be a m e m b e r of the company the person or member aggrieved or any m e m b e r of t he company or t h e company itself may by mot ion in the Supreme Court e i ther in i ts c o m m o n law or in i ts equi table jur isdic t ion or by applica t ion to a J u d g e thereof s i t t ing in chambers or in such other m a n n e r as t h e Cour t m a y direct app ly for an order of t he Cour t or J u d g e t h a t t he regis ter m a y be rectified and t h e Cour t or J u d g e m a y e i ther refuse such applicat ion wi th or wi thou t costs to be paid by the appl icant or may if satisfied of t he jus t ice of t he case m a k e an order for t he recti fication of t he register and may direct t he company to pay all t he costs
| of such a mot ion or applicat ion | and a n y damages t h e pa r ty aggrieved |
| m a y have sustained | The Cour t or J u d g e m a y in any proceeding unde r |
th is section decide on any quest ion re la t ing to t h e t i t le of any person who is a pa r ty to such proceeding to have his n a m e en tered in or omi t ted from t h e register w h e t h e r such quest ion arises between two or more member s or al leged members or be tween any member s or alleged members and t h e company and generally t he Court or J u d g e m a y in any such proceeding decide any quest ion t h a t it m a y be necessary or expedient to decide for t h e rectification of t he register Provided t h a t t h e Cour t or J u d g e m a y direct an issue to be t r ied in t h e said Cour t on t he t r ia l of which any quest ion of law m a y be raised for t h e decision of the Court .
34. W h e n e v e r any order has been made rectifying t h e register
in t he case of a company hereby requ i red to send a l ist of i ts members to t he Reg is t ra r t h e Court or J u d g e shall direct t h a t due not ice of such
| rectification be given to t he | Regis t ra r . |
35. The register of members shall be prima facie evidence of
any mat te r s by th is Act directed or author ized to be inser ted therein .
Liability of Members.
36. I n the event of a company formed unde r this A c t being
wound u p every present and past m e m b e r of such company shall be
liable to cont r ibu te to t h e assets of t he company to an a m o u n t sufficient
| for p a y m e n t of t he debts and liabilities | of t he company and t h e costs |
| charges and expenses of t he winding u p and for t h e p a y m e n t of | such |
| sums as m a y be requi red for t he ad jus tment of t he r igh ts of t he | con- |
| t r ibutor ies amongs t themselves wi th t he qualifications | following | ( tha t |
| is to s ay )— |
(1.) No past member shall be liable to cont r ibute to t h e assets of
t h e company if he has ceased to be a member for a period ofone year or upwards prior to the commencemen t of t he
wind ing u p .
(2.) No past m e m b e r shall be liable to cont r ibute in respect of any debt or l iabil i ty of t he company contracted after t he t ime at which he ceased to be a member .
(3.)
N o pas t m e m b e r shall be liable to cont r ibu te to t he assets of t he company unless i t appears to t he Court or o ther au thor i ty in by or u n d e r which the company is be ing wound u p t h a t
t he exist ing members are unable to satisfy t he contr ibut ions required to be made by t h e m in pursuance of th is Act . (4.) I n t he case of a company l imited by shares no contr ibut ion
shall be required from any m e m b e r exceeding the a m o u n t (ifany) unpa id on the shares in respect of which he is liable as
a present or past member . (5.) K
(5.) I n t h e case of a company l imited by guaran tee no contr i
bu t ion shall be required from any member exceeding t h ea m o u n t of t he unde r t ak ing entered into on his behalf by t h e
m e m o r a n d u m of association
(6.) N o t h i n g in th is A c t conta ined shall inval idate any provision contained in any policy of insurance or o ther con t rac t whereby the l iabil i ty of individual members upon a n y such policy or con t rac t is res t r ic ted or whereby the funds of t h e company are alone made l iable in respect of such policy or cont rac t (7.) N o s u m due to any m e m b e r of a company in his charac ter of a m e m b e r by way of dividends profits or otherwise shall be deemed to be a debt of t he company payable to such member in a case of compet i t ion be tween himself and any other creditor not be ing a m e m b e r of t he company b u t any such
sum may be t aken in to account for t he purposes of t h e final
ad jus tment of t h e r igh t s of t h e contr ibutor ies amongs t t hem selves.
37 . W h e r e after t he commencement of th is A c t a company is
formed as a l imited company the liability of the directors or manager sof such company or t he m a n a g i n g director may if so provided by t h e
m e m o r a n d u m of association be unl imi ted . 38 . The following modifications shall be made in t h e th i r ty -
sixth section wi th respect to t he contr ibut ions to be required in t h eevent of t he winding u p of a l imited company from any director or
m a n a g e r whose liabili ty is un l imi t ed— (1.) Subject to t h e provisions hereinafter conta ined any such director or manage r whether past or present shall in addi t ion to his l iabili ty (if any) to con t r ibu te as an ordinary m e m b e r be liable to cont r ibute as if he were a t t h e date of t h e commencemen t of such wind ing u p a m e m b e r of an un l imi ted company
(2.)
N o con t r ibu t ion requi red from any pas t director or m a n a g e r who has ceased to hold such office for a period of one year or upwards pr ior to t h e commencement of the wind ing u p shall exceed the amoun t (if any) which he is l iable to cont r i
bu te as an ordinary m e m b e r of t h e company (3.)
N o cont r ibut ion required from any pas t director or m a n a g e r in respect of any debt or l iabil i ty of t h e company con t rac ted after t h e t ime at which he ceased to hold such office shall exceed the a m o u n t (if any) which he is l iable to cont r ibute
as an ordinary m e m b e r of the
company
(4.) Subject to the provisions conta ined in t h e regula t ions of t h e company no cont r ibu t ion required from any director or manage r shall exceed the a m o u n t (if any) which he is l iable to cont r ibu te as an ord inary m e m b e r unless t he Cour t deems i t necessary to require such cont r ibu t ion in order to satisfy t he debt and liabili t ies of t he company a n d the costs charges and expenses of t he winding u p .
39. I n t he event of the wind ing u p of any l imited company the Cour t if it t h i n k fit may m a k e to any director or m a n a g e r of such company whose liability is un l imi ted t he same al lowance by way of set-off as unde r t he one hund red and s ixt ie th section of this Ac t i t m a y m a k e to a cont r ibutory where t he company is not l imited.
40. I n any l imited company in which the l iabil i ty of a director or m a n a g e r is un l imi ted t h e director or m a n a g e r of t h e company (if any) and the m e m b e r who proposes any person for election or appoint m e n t to such office shall add to such proposal a s t a tement t h a t t h e liabili ty of t h e person holding such office will be unl imi ted and the
promoters
promoters directors manager s and secretary (if any) of such company or one of t h e m shall before such person accepts such office or acts there in give h i m not ice in wr i t ing t h a t his l iabil i ty will be un l imi ted I f any director m a n a g e r or proposer m a k e default in adding such s t a t emen t or if any promoter director manage r or secretary m a k e default in g iv ing such not ice he shall be liable to a pena l ty n o t exceed ing one h u n d r e d pounds and shall also be l iable for any damage which t h e person so elected or appointed may susta in from such default bu t t he l iabil i ty of t he person elected or appointed shall no t be affected by such default.
4 1 . A n y l imi ted company may by a special resolut ion if au tho
rized so to do by its regula t ions as originally framed or as a l tered by special resolut ion from t ime to t ime modify t he condit ions contained in i ts m e m o r a n d u m of association so far as to render unl imi ted t he l iabil i ty of i ts directors or managers or of t he m a n a g i n g director and such special resolut ion shall be of t he same val idi ty as if it h a d been originally contained in the m e m o r a n d u m of association and a copy thereof shall be embodied in or annexed to every copy of the memor a n d u m of association which is issued after t h e passing of t he resolut ion and any default in th is respect shall be deemed to be a default in complying wi th t h e provisions of t he e ighty-s ixth section of th is Ac t a n d shall be punished accordingly.
Reduction of Capital and Shares.
42. A n y company l imited by shares may by special resolut ion so far modify the condit ions contained in its m e m o r a n d u m of associa t ion if author ized so to do by its regula t ions as originally framed or as al tered by special resolut ion as to reduce its capi ta l b u t no such resolut ion for r educ ing the capi tal of any company shall come in to operat ion un t i l an order of t he Court is registered by t h e Reg is t ra r of
| J o i n t Stock Companies as hereinafter | ment ioned . |
43 . The company shall after the date of t he passing of any
| special resolut ion for reduc ing its capi tal add to its n a m e unt i l | such |
date as t he Court may fix t h e words " a n d r e d u c e d " as t he last words in i ts n a m e and those words shal l un t i l such date be deemed to be p a r t
| of t he n a m e of t he company wi th in t he m e a n i n g of this | Act . |
| 44. A company which has passed a special resolut ion for reduc ing i ts capi tal may apply to the Court by pet i t ion for an order confirming the reduct ion and on the hea r ing of the pet i t ion t he Cour t if satisfied t h a t wi th respect to every credi tor of t h e company who | under the provision of this A c t is ent i t led to object to the reduct ion | ei ther his consent to the reduct ion has been obta ined or his debt or |
| c la im has been discharged or has de termined or has been secured as hereinafter provided m a y m a k e an order confirming t h e reduct ion on such t e rms and subject to such conditions as it deems fit. | ||
| 45. W h e r e a company proposes to reduce its capital every creditor of t he company who at t h e date fixed by the Cour t is ent i t led to any debt or c laim which if t h a t date were the commencement of the wind ing u p of t he company would be admissible in proof against t he company shall be ent i t led to object to the proposed reduct ion and to be entered in t h e list of creditors who are so ent i t led to object The Cour t shall set t le a list of such creditors and for t ha t purpose shall ascertain as far as possible wi thou t requi r ing an applicat ion from any creditor the names of such creditors and the na tu r e and amoun t of thei r debts or claims and may publ ish notices fixing a cer tain day or days wi thin 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 r igh t of objecting to the proposed reduct ion. |
46. W h e r e a creditor whose n a m e is entered on the list of credi tors and whose debt or c laim is not discharged or determined does no t consent to t h e proposed reduct ion the Court may (if it t h i n k fit) dispense wi th such consent on t he company securing the p a y m e n t of t h e debt or c laim of such creditor by se t t ing apar t a n d appropr ia t ing
in such m a n n e r as t h e Cour t m a y direct a sum of such a m o u n t as hereinaf ter ment ioned t h a t is to say—
(1.) I f the full a m o u n t of t he debt or claim of the credi tor is admi t ted by the company or t h o u g h not admit ted is such as t he company are wil l ing to set apar t and appropr ia te t hen the full a m o u n t of the debt or claim shall be set apar t and appropriated.
(2.) I f t he full a m o u n t of t h e debt or claim of the creditor is no t admi t t ed by the company and is not such as t he company are wil l ing to set apar t and appropr ia te or if t he a m o u n t is con t ingent or no t ascertained t hen the Court may if i t t h i n k fit inqui re in to and adjudicate upon the validity of such debt or c laim and the a m o u n t for which the company may be liable in respect thereof in t he same maimer as if the company were be ing wound u p by the Cour t and the a m o u n t fixed by t h e Cour t on such inqu i ry a n d adjudication shall be set apa r t and appropr ia ted .
47. The Regis t rar of J o i n t Stock Companies upon the produc
t ion to h im of an order of t he Cour t confirming the reduc t ion (if t he capital of a company and the delivery to h im of a copy of t he order a n d of a m i n u t e (approved by the Court) showing wi th respect to the capital of t h e company as al tered by the order the a m o u n t of such capi tal t h e n u m b e r of shares in which it is to be divided a n d the amoun t of each share shall register t he order and m i n u t e and on the regis t ra t ion
t h e special regis t ra t ion confirmed by the order so regis tered shall t ake effect.
Not ice of such regis t ra t ion shall be published in such m a n n e r as t he Cour t may direct .
The Reg i s t r a r shall certify u n d e r his h a n d the regis t ra t ion of t h e order and minu te and his certificate; shall be conclusive evidence t h a t all t he requisi t ions of th i s A c t wi th respect to t he reduc t ion of capital have been complied wi th and tha t t he capi tal of t he company is such as is s ta ted in t he minu te .
48 . The m i n u t e w h e n registered shall be deemed to be substi
tu t ed for t he corresponding par t of the m e m o r a n d u m of association of t h e company and shall be of the same val idi ty and subject to t he same
al tera t ion as if it had been originally conta ined in the m e m o r a n d u m ofassociation and subject as in th i s Act ment ioned no m e m b e r of t he company whe the r past or p resen t shall be liable in respect of any share; to any call or con t r ibu t ion exceeding in a m o u n t t h e difference (if any) be tween t h e a m o u n t which has been paid on such share and t h e
a m o u n t of t he share as fixed by the m i n u t e . 49. I f any credi tor who is ent i t led in respect of any debt or c la im to object to t h e reduc t ion of t h e capital of a company u n d e r th is A c t is in consequence of his ignorance of the proceedings t aken wi th a view to such reduc t ion or of the i r na tu r e and effect wi th respect to his c la im no t en te red on t h e list of creditors and after such reduc t ion t h e company is unable w i th in the m e a n i n g of t he one hund red and th i r ty - second section of this A c t to pay to t he credi tor t he a m o u n t of such debt or c la im every person who was a m e m b e r of t h e company a t the da te of t h e regis t ra t ion of t he order and m i n u t e re la t ing to t h e
reduc t ion of t h e capi ta l of t he company shall be liable to con t r ibu te
for t h e p a y m e n t of such debt or claim an amoun t not exceeding t h e
a m o u n t which he would have been liable to con t r ibu te if t he c o m p a n y
had
had commenced to he w o u n d up on the day pr ior to such regis t ra t ion and on t h e company being wound u p the Cour t on t he appl ica t ion of such creditor a n d on proof t ha t he was ignoran t of the proceedings t aken w i t h a view to t he reduc t ion or of the i r n a t u r e and effect wi th
| respect to his c laim may if it t h i n k fit set t le a list of such | contributories |
accordingly and m a k e and enforce calls and orders on t he contr ibutor ies set t led on such list in t he same m a n n e r in all respects as if they were ordinary contr ibutor ies in a wind ing u p b u t t h e provisions of this section shall no t affect the r ights of t he contr ibutor ies of t he company
| a m o n g | themselves . 50. A m i n u t e w h e n registered shall be embodied in every copy |
of the m e m o r a n d u m of association issued after its regis trat ion and if any company makes default in complying wi th t h e provisions of th i s section it shall incur a pena l ty not exceeding one hundred pounds for each copy in respect of which such default shall be m a d e and every director and m a n a g e r of the company who shall knowing ly and wilfully author ize or pe rmi t such default shall incur t h e l ike penal ty .
5 1 . If a n y director m a n a g e r or officer of t he company wilfully
conceals the n a m e of any creditor of t he company who is ent i t led to object to t he proposed reduc t ion or wilfully misrepresents the n a t u r e or a m o u n t of t h e debt or c laim of any creditor of t h e company or if any director or manage r of the company aids or abets in or is pr ivy to a n y such concea lment or misrepresentat ion as aforesaid every such director manager or officer shall be gui l ty of a misdemeanor.
Subdivision of Shares.
52. A n y company l imited by shares may by special resolutions so far modify the condit ions contained in i ts m e m o r a n d u m of associa t ion if authorized so to do by its resolutions as originally framed or as a l tered by special resolut ion as by subdivision of its exis t ing shares or any of t h e m to divide i ts capi tal or any par t thereof into shares of smaller a m o u n t t h a n is fixed by its m e m o r a n d u m of association P r o vided tha t in t he subdivision of t he exis t ing shares t he propor t ion be tween the a m o u n t which is paid and the a m o u n t (if any) which is unpaid on each share of reduced a m o u n t shall be t he same as it was in t he case of t he exis t ing share or shares from which the share of reduced a m o u n t is derived.
5 3 . The s ta tement of t h e n u m b e r and a m o u n t of t he shares into
which the capi tal of t he company is divided contained in every copy of t h e m e m o r a n d u m of association issued after t he passing of any such
| special resolut ion shall be in accordance wi th such resolution and any company which makes default in comply ing wi th t he provisions of this | section shall incur a pena l ty not exceeding one pound for each copy in |
| respect of which such default is m a d e and every director and manage r of t h e company who knowingly or wilfully authorizes or permi ts such default shall incur the l ike penal ty . |
Associations not for profit.
54. W h e n any association is about to be formed under this A c t as a l imi ted company if i t proves to t he Governor and the Execu t ive Council t ha t i t is formed for the purpose of promot ing commerce a r t science religion char i ty or any other useful object and t h a t i t is t he in ten t ion of such association to apply the profits (if any) or other income of t h e association in p romot ing its objects and to pro hibi t t he p a y m e n t of any dividend to t he members of t he association t he Governor wi th the advice of t he Execut ive Council may by license unde r t h e h a n d of the Colonial Secretary direct such association to be registered wi th l imited liability wi thou t t he addit ion of the word l imited to i ts n a m e and such association may be registered accordingly
and
and upon regis t ra t ion shall enjoy all t h e privileges and be subject to the obligations by th is A c t imposed on l imited companies wi th t he exceptions t ha t none of t he provisions of this Act t h a t require a l imited company to use t h e word l imited as any p a r t of its n a m e or to publ ish i ts n a m e or to send a list of its members directors or managers to t he Reg is t ra r shall apply to an association so registered The license of t h e
Governor w i t h t he advice aforesaid m a y be granted upon such condi t ions and subject to such regula t ions as t he Governor wi th t h e advice aforesaid th ink fit to impose and such conditions and regula t ions shall be b ind ing on t h e association and may a t the option of t he said Board be inser ted in t h e m e m o r a n d u m and art icles of association or in bo th or one of such documents .
55. N o association formed for t h e purpose of p romot ing com merce a r t science religion char i ty or any other l ike object no t in volving the acquisi t ion of gain by t h e company or by t he individual m e m b e r s thereof shall wi thout t he sanction of the Governor w i th t h e advice of t he Execu t ive Council hold more t h a n two acres of land b u t the Governor wi th t h e advice aforesaid may by license unde r t he h a n d of t h e Colonial Secretary empower any such association to hold lands
in such quan t i t y and subject to such condit ions as he m a y t h i n k fit.
Calls upon Shares.
56. N o t h i n g shall be deemed to p reven t any company if
author ized by its regula t ion as originally granted or as al tered by specialresolut ion from doing any one or more of the following th ings viz. :—
(1.) M a k i n g a r rangements on the issue of shares for a difference be tween the holders of such shares in t he a m o u n t of calls to be paid. (2.) Accept ing from any member of t h e company who assents there to the whole or a pa r t of the a m o u n t r emain ing unpa id on any share or shares held by h i m ei ther in discharge of the amoun t of a call payable in respect of any o ther share or shares held by h im or wi thout any call hav ing been made .
(3.) P a y i n g dividend in proport ion to the a m o u n t paid u p on each share in cases where a larger a m o u n t is paid u p on some shares
t h a n on others .
57. Every share in any company shall be deemed and t aken to have been issued and to be held subject to t he p a y m e n t of t he whole a m o u n t thereof in cash unless t he same shall have been otherwise determined by cont rac t duly made in wr i t ing a n d filed wi th t h e
Regis t ra r of J o i n t Stock Companies at or before the issue of such shares. Transfer upon Shares. 58. A company shall on t he applicat ion of t he t ransferor of any
share or in teres t in the company enter in i ts regis ter of members t he
n a m e of t h e t ransferee of such share or in teres t in t he same m a n n e r
and subject t o the same condit ions as if t he applicat ion for such en t ry were made by the transferee. Share warrants to bearer.
59. I n the case of a company l imited by shares t he company if authorized so to do by its regula t ions as originally framed or as al tered by special resolut ion and subject to the provisions of such regula t ions may wi th respect to any share which is fully paid u p or w i th respect to stock issue u n d e r the i r common seal a wa r r an t s ta t ing t h a t t he bearer of the w a r r a n t is ent i t led to the share or shares or stock there in specified and may provide by coupons or o therwise for t h e p a y m e n t of fu ture dividends on the share or shares or stock included in such
war ran t hereinafter referred to as a share war ran t .
60. A share war ran t shall ent i t le t he bearer of such w a r r a n t to
t he shares or s tock specified in it and such shares or stock may be
transferred by t h e delivery of t he share war ran t .
6 1 . The bearer of a share war r an t shall subject to t he regula t ions
of t he company be ent i t led on sur render ing such w a r r a n t for cancella t ion to have his n a m e d entered as a member in t h e register of members A n d the company shall be responsible for any loss incur red by any person by reason of t h e company en te r ing in i ts register of member s the n a m e of any beare r of a share war r an t in respect of t he shares or stock specified there in wi thou t t he share w a r r a n t be ing sur rendered and cancelled.
62. The bearer of a share w a r r a n t m a y if t he regula t ions of a company so provide be deemed to be a member of the company wi th in t h e m e a n i n g of th i s Act ei ther to t he full ex ten t or for such purposes as may be prescr ibed by the regulat ions Provided t h a t the bearer of a share w a r r a n t shall no t be qualified in respect of t he shares or stock specified in such war ran t for be ing a director or manage r of t he company in cases where such a qualification is prescribed by t h e regula t ions of t he company.
63. On t h e issue of a share war r an t in respect of any share or stock the company shall s tr ike out of its regis ter of members t he n a m e of t he member t h e n entered there in as ho ld ing such share or stock as if he had ceased to be a member and shall en ter in t he regis ter t he
| following | par t i cu la r s— |
(1.) The fact of t he issue of the war ran t .
(2.) A s ta tement of the shares or stock included in t he war ran t
d is t inguish ing each share by its number .
(3.) The date of t he issue of the war ran t .
A n d un t i l t he w a r r a n t is surrendered the above par t icu lars shall be deemed to be t he par t iculars which are required by the twen ty - th i rd section of th is A c t to be entered in t h e regis ter of members of a company and on t h e sur render of a wa r r an t t he date of such sur render shall be en te red as if i t were t he da te a t which a person ceased to be a member .
64. After t he issue by the company of a share w a r r a n t the
| a n n u a l s u m m a r y | requi red | by | t h e | twenty- four th | section | of th i s | Ac t |
shall con ta in the following par t i cu la r s—The to ta l a m o u n t of shares or stock for which share warrants arc ou ts tanding at the date of t h e s u m m a r y a n d the total a m o u n t of share war ran t s which have been
| issued and surrendered respectively since the | last s u m m a r y was m a d e |
| and t h e n u m b e r of shares or a m o u n t of war r an t . | stock comprised | in each |
65 . Whosoever forges or a l ters or offers u t t e r s disposes of or p u t s off knowing t h e same to be forged or al tered any share w a r r a n t or coupon or any document pu rpor t ing to be a share w a r r a n t or coupon issued in pursuance of th is Act or demands or endeavours to obtain or receive any share or interest of or in any company u n d e r th is A c t or to receive any dividend or money payable in respect thereof by v i r tue of any such forged or al tered share war ran t or coupon or document p u r p o r t i n g as aforesaid knowing the same to be forged or a l tered wi th in t en t in any of t h e cases aforesaid to defraud shall be gui l ty of felony a n d being convicted thereof shall be liable to be imprisoned for any
| t e r m not less t h a n two years wi th or wi thou t ha rd | labour. |
66. Whosoever falsely and deceitfully personates any owner of any shares or in teres t of or in any company or of any share w a r r a n t or coupon issued in pu r suance of th is Act and thereby obtains or endea vours to obtain any such share or interest or share w a r r a n t or coupon or receives or endeavours to receive any money due to any such owner as if such offender were the t r u e and lawful owner shall be gui l ty of
felony
felony and being convicted thereof shall be liable to be imprisoned for
any t e r m not less t h a n two years wi th or wi thou t h a r d labour . 67. Whosoever wi thou t lawful au thor i ty or excuse t he proof whereof shall be on the pa r ty accused engraves or makes upon any p la te wood stone or o ther mater ia l any share war r an t or coupon pur por t ing to be a share war ran t issued or made by any par t icular company unde r and in pu r suance of this Act or to be a b lank share war r an t or coupon or uses any such p la te wood stone or other mate r ia l for t he m a k i n g or p r in t ing of any such share w a r r a n t or coupon or any such b l ank share war r an t or coupon or any par t thereof respectively or knowingly has in his custody or possession any such p la te wood stone or other mater ia ls shall be gui l ty of felony and upon convict ion thereof shall be liable to be imprisoned for any t e r m not less t h a n two years wi th or wi thout hard labour .
Contracts.
68. Contracts on behalf of any company m a y be made as follows
( that is to s a y ) — (1.) A n y contract which if made be tween pr iva te persons would be by law required to be in wr i t ing and if m a d e according to Eng l i sh law to be under seal m a y be made on behalf of the company in wr i t ing unde r t he common seal of t he company and such cont rac t m a y be in t h e same m a n n e r var ied or discharged.
(2.) A n y cont rac t which if made be tween pr ivate persons would be by law requ i red to be in wr i t ing and signed by t h e pa r ty to be charged the rewi th m a y be made on behalf of t he company in wr i t ing signed by any person ac t ing unde r t h e express or implied au tho r i t y of t h e company and such con
t r ac t m a y in t he same m a n n e r be varied or discharged.
(3.) A n y cont rac t which if m a d e be tween pr ivate persons would by law be valid by parol only and not reduced into wr i t ing m a y be made by parol on behalf of t h e company by any person ac t ing u n d e r t he express or impl ied au thor i ty of t he company and such cont rac t m a y in t h e same way be varied or discharged.
A n d all contracts m a d e according to t h e provisions here in conta ined shall be effectual in law and shall be b ind ing upon the company and the i r successors and all o ther par t ies there to the i r heirs executors or
adminis t ra tors as t h e case m a y be. 69. Every prospectus of a company and every not ice inv i t ing
persons to subscribe for shares in any jo in t s tock company shall specify
t h e names and t h e dates of t he par t ies to any cont rac t entered in to by
the company or the promoters directors or t rus tee thereof before t he issue of such prospectus or not ice whether subject to adopt ion by the directors of t he company or otherwise and any prospectus not specifying the same shall be deemed fraudulent on t h e p a r t of t he promoters directors and officers of the company knowing ly issuing t h e same as regards any person t a k i n g shares in t he company on the faith of such prospectus unless he shall have had notice of such contract .70. Every company formed unde r this A c t shall hold a genera l mee t ing wi th in four m o n t h s after i ts m e m o r a n d u m of association is registered and if such meet ing is no t held t he company shall be liable to a pena l ty not exceeding five pounds a day for every day a l ter t he expira t ion of such four m o n t h s un t i l t he mee t ing is held and every director or manage r of the company and every subscriber of t h e memo r a n d u m of association who knowingly authorizes or permi ts such default shall be l iable to the same penal ty .
P A R T I I I .
P A R T I I I .
MANAGEMENT AND ADMINISTRATION OF COMPANIES AND ASSOCIATIONS
UNDER THIS ACT.
Provisions for Protection of Creditors. 7 1 . Every company unde r th i s A c t shall have a registered office
| to which all communica t ions and notices m a y be addressed | I f any |
company under th i s A c t carries on business wi thou t hav ing such a n office i t shal l incur a pena l ty not exceeding five pounds for every day dur ing which business is so carried on.
72. Not ice of t h e s i tuat ion of such registered office and of any change there in shall be given to t he Regis t ra r and recorded by h i m and un t i l such not ice is given the company shall no t be deemed to have complied wi th t he provisions of this A c t wi th respect to h a v i n g a registered office.
73 . Eve ry l imited company under th i s A c t whe the r l imited by
shares or by a gua ran tee shall pa in t or affix and shall keep pa in ted or affixed its n a m e on t h e outside of every office or place in which t h e business of t he company is carried on in a conspicuous posit ion in le t ters easily legible and shall have i ts n a m e engraved in legible charac te rs on its seal and shall have its n a m e ment ioned in legible charac ters in all notices adver t isements and other official publ icat ions of such company and in all bills of exchange promissory-notes indorse m e n t s cheques and orders for money or goods pu rpo r t ing to be signed by or on behalf of such company and in all bills of parcels invoices receipts a n d let ters of credit of t he company.
74. I f any l imited company unde r th i s A c t does n o t pa in t or
affix and keep pa in ted or affixed its n a m e in m a n n e r directed by th is A c t it shall be liable to a pena l ty not exceeding five pounds for no t so pa in t ing or affixing i ts n a m e and for every day du r ing which such n a m e is not k e p t so pa in ted or affixed and every director a n d manage r of t h e company who shall knowingly and wilfully au thor ize or permi t such default shall be liable to t h e l ike penal ty A n d if any director m a n a g e r or officer of such company or any person on its behalf uses or authorizes t h e use of any seal purpor t ing to be a seal of t he company whereon its n a m e is not so engraven as aforesaid or issues or authorizes t h e issue of any notice adver t i sement or other official publ ica t ion of such company or signs or authorizes to be signed on behalf of such company any bill of exchange promissory-note indorsement cheque
| order for money or goods or issues or authorizes to be issued any bill | of parcels invoice receipt or le t ter of credit of t he company where in |
| its n a m e is ment ioned in m a n n e r aforesaid he shall be liable to a penal ty of fifty pounds and shall further be personal ly liable to the holder of any such bill of exchange promissory-note cheque or order for money or goods for t he a m o u n t thereof unless t h e same is duly paid by the company . | |
| 75. Eve ry l imited company under th is A c t shall keep a register of all mor tgages and charges specifically affecting proper ty of t he company and shall en ter in such regis ter in respect of each mor tgage or charge a shor t description of the proper ty mor tgaged or charged the a m o u n t of charge created and the names of t he mor tgagees or persons ent i t led to such charge I f any proper ty of the company is mor tgaged or charged wi thou t such en t ry as aforesaid be ing m a d e every director manage r or other officer of the company who knowingly and wilfully authorizes or permi ts the omission of such en t ry shall incur a penal ty not exceeding fifty pounds The regis ter of mor tgages required by th is section shall be open to inspection by any creditor or m e m b e r of the |
L company company a t all reasonable t imes and if such inspection is refused any officer of t he company refusing the same and every director and manager of t he company author iz ing or knowingly and wilfully pe rmi t t ing such refusal shall incur a pena l ty not exceeding five pounds and a fur ther penal ty no t exceeding two pounds for every day dur ing which such refusal cont inues and in addi t ion to t he above pena l ty any J u d g e of t h e Supreme Cour t s i t t ing in chambers may by order compel an immedia te inspect ion of t he register .
Accounts.
29. The accounts of the company shall be audited by a committee 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 committees 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 accounts
of the company they may at the expense of the company 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 company 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. | Notice. |
35. A notice may be served by the company upon a 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 bo 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 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" is passed requiring the company to be wound up voluntarily.
Names
Names Addresses and Descriptions of Subscribers.
1. John Jones of Merchant 2. John Smith of „ 3. Thomas Green of „ 4. John Thompson of „ 5. Caleb White of ,, 6. Andrew Brown of ,, 7. Cresar White of ,
Dated the 22nd day of November 18 . Witness to the above signatures—
(A.B. Pitt-street Sydney)
FORM C.
MEMORANDUM AND ARTICLES OF ASSOCIATION of a Company limited by guarantee and
having a capital divided into shares.
Memorandum of Association.
1st. The name of the company is "The Royal Hotel Company (limited.)"
2nd. The registered office of the company will be situate in Sydney.3rd. The objects for which the company is established are " the providing hotels
for the accommodation of travellers and the doing all such other things as are incidental
or conducive to the attainment of the above object."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 ceased to be a member and the costs charges and expenses of winding 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.
W E the several persons whose names and addresses are subscribed 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 Merchant 2. John Smith of ,, 3. Thomas Green of „ 4. John Thompson of „ 5. Caleb White of ,,
G. Andrew Brown of „ 7. Caesar White of „
Dated the 22nd day of November 18 .
Witness to the above signatures—
(A.B. Pitt-street Sydney)
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 incorporated with these articles and to apply to the company.
W E
W E the several persons whose names and addresses arc subscribed agree to take the number
of shares in the capital of the company set opposite our respective names.
N u m b e r of s h a r e s
Names addresses and descriptions of Subscribers. t a k e n b y each s u b s c r i b e r .
| 1. John Jones of | Merchant | |
| ||
| 2. John Smith of |
1. John Jones of
| 2. John Smith of | „ | |
| ||
| 3. Thomas Green of | ||
| 3. Thomas Green of | ,, | |
| ||
| 4. John Thompson of | ||
| 4. John Thompson of | „ | |
|
. . . . . . 40
| 5. Caleb White of | „ | |
| ||
| 6. Andrew Brown of | ||
| 6. Andrew Brown of | „ | |
| ||
| 7. Caesar White of | ||
| 7. Caesar White of | „ | |
|
5. Caleb White of
Total shares taken 325 Total shares taken
Dated this 22nd day of November, 18 .
Witness to the above signatures—
(A.B. Pitt-street Sydney.)
FORM D.
MEMORANDUM AND ARTICLES OP 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"
2nd. The registered office of the company will be situate in Sydney.3rd. The objects for which the company is established are " t h e working of a
patent method of founding and casting stereotyped plates of which method John Smith
of London is the solo patentee."
We the several persons whose names are subscribed 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 Merchant 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 22nd day of November 18 .
Witness to the above signatures—
(A.B. Pitt-street Sydney.)
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. |
W E the several persons whose names and addresses are subscribed agree to take the
number of shares in the capital of the company set opposite our respective names.
Number of shares
Names addresses and descriptions of Subscribers. taken by each . subscriber.
| 1. John Jones of | Merchant | |
| ||
| 2. John Smith of |
1. John Jones of
| 2. John Smith of | ,, | |
|
. . . . . . 5
| 3. Thomas Green of ,, | 2 |
| 4. John Thompson of |
3. Thomas Green of ,,
| 4. John Thompson of | „ | |
| ||
| 5. Caleb White of | ||
| 5. Caleb White of | „ | |
| ||
| <i. Andrew Brown of | ||
| <i. Andrew Brown of | „ | |
| ||
| 7. Abel Brown of | ||
| 7. Abel Brown of | „ | |
|
Total shares taken ... 18 Total shares taken ...
Dated the 22nd day of November, 18 .
Witness to the above signatures—
(A.B. Pitt-street Sydney.)
F O R M
FORM E as required by the Second Part of the Act.
Summary of Capital and Shares of the Company made up to the day of
Nominal capital £ divided into shares of £ each.
Number of shares taken up to the day of There has been called up on each share £
Total amount of calls received £
Total amount of calls unpaid £
List of persons holding shares in the Company on the day of and of persons who have held shares therein at any time during the year imme diately preceding the said day of showing their names and addresses and on account of the shares so held.
Names Addresses and Occupations Account of Shares. e.
e. Additional shares Shares held by
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