Companies Act 1886 (SA)

ANNO QUADRAGESIMO N ONO ET QUINQUAGESIMO

VICTORIZ REGINE.

A. D. 1886.

No. 375.

An Act to amend " The Companies Act, 1864."

HEREAS it is desirable to amend " The Companies Act, Preamble.

1864 "-Be it therefore Enacted by the Governor 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, Sections 25 and 87 of The Companies Act, 1864," and rule Repeal.

22 of Schedule vr. thereto, arc hereby repealed. Nothing in this EGBthg	~ g h t n	pro-
Act contained shall abridgc, alter, or affect any cxisting rights, tected- powers, or liabilities.

2, Every Company under this Act having a capital divided into H a l f - ~ e ~ ~ f l ~ l i s t of

shares, shall make, once at least in every half-pear, a list of all persons who, on the fourteenth day succeeding the day on which the ordinary general meeting, or, if there is more than one ordinary meeting in each half-year, the first of such ordinary general meet- ings is held, are members of the company; and such list shall state the names, addresses, and occupations of all the members therein mentioned, and the number of shares held by each of them, and shall contain a summary specifying the following particulars-

I. The amount of the capital of the Company, and the number

of shares into which it is divided:

11. The number of shares taken from the commencement of the

Company up to the date of the summary:

r 11. The amount of calls made on each sharc:

A-375 W. 'l'he

49' & 50' V 1 No. 375.

The CompaniesActAma.~dmentAct.-1886. .

- -- -- - - - -

rv. The total amount of calls received:

v. he total amount of calls unpaid:

vr. The total amount of shares forfeited:

VII. The names, addrcsscs, and occupations of the persons who

havc ceased to be members since the last list was made,

and the nu~nber of shares held by each of them:

The above list and summary shall be contained in a separate part of

the register, and shall be completed within seven days after such fourteenth day, as is mentioned in this section, and a copy shall forthwith be forwarded to the Registrar of Companies.

Interest after pay- 3. The contributories of m y Company shall not be entitled tohave

ment of twenty ,,hilliog inthepound. any surplus, after payment of Twenty Shillings in thc Pound on

the debts of the Company, divided amongst themselves until, - firstly, the creditors of the Company whoskdebts are entitled to carry interest shall have received interest on such debts at the rate of interest reserved or by law payable or provable thereon, to be calculated from the date of the order fbr winding up of the Com- pany, and until, secondly, all other creditors shall have been paid interest on their debts, from the same date, at the rate of Six Pounds per centurn per annum.

Appointment of 4. For the purpose of conducting the proceedings in windi~ig up

~ ~ ~ ~ ~ ~ ~ q ~ ~ ~ *

a Companv and assisting the Court therein, there may be appointed a person dr persons to be called an Official Liquidator or Official Liquidators; and the Court having j urisdiction may appoint such person or persons, either provisionally or otherwise, as it thinks fit, to the office of Official Liquidator or Official Liquidators: Any person may be appointed an Official Liquidator, and 110 more than three Official Liquidators shall in any one case be appointed; in all cases, it' more persons than one are appointcd to the office of Official Liquidator, the Court shall declare whether any act hereby requii+ed or authorised to be done by the Of5cial Liquidator is to be done by

all or any one or more of such persons: The Court may also	determine whether any and what security is to be given by any
Official Liquidator on his appointment, aud whether a declaration of secrecy is to be demanded or otherwise; if no Official Liquidator is appointed, or during any vacancy in such appointment, all the property of the Company shall be deemed to be in the custody of the Court.

Resignations, 5, Any Official Liquidator may resign or be removed by the Court on due cause shown, and any vacancy in the office of an

mmovale, m g up

mcie,,, mdmm-

peneation. Official. Liquidator appointed by the Court may be filled by the Court. There shall be paid to the Official Liquidator such salary or remuneration, by way of percentage or otherwise, as the Court may direct; and if more liquidators than one are appointed, such remuneration shall be distributed amongst them in such propor- tions as the Court directs.

6. The

49' & 50' VICTORIW, No. 375.

- ^ - ---

Y'he Companies Act Amendment Act.-1886.

6. The 96 section of "The Companies Act of 1864" shall Amendmntofeection

hereafter incorporated, ss if the following words were added	hereafter be read and construed, as far as regards companies to be E,"' the principal
thereto:---"Provided that in any Company hereafter registered, unless the contrary shall be provided by the memorandum and articles
of associntion, no call shall be made f'or the, pwpose only of placing
shares not f ~ d l y paid up upon an equality with shares issued or paid up to a greater amount in cases where such greater nmount shall not be actually paid in cash."

PART 11. PART II,

AS TO FOREIGN TKADING CORPORATIONS.

7, I n this part of the Act- Interpretation.

L; Foreign company " means any joint-stock company or corpora- tion duly incorporated for trading or other business purposes according to the laws in force in the country in which i t is incorporated, other than a join t-stock company incorporated in Great Britain and Ireland or South Australia:

Attorney " includes attorneys," and also joint and several

appointments, or appointments made for separate purposes.

8, Any foreign company may from time to time, by any instru- Foreigncompany may appoint attorney

ment in writing under its common seal, or executcd in such manner

the

as to be binding on the Company, empower any person in the Province of South Australia, eithcr generally or in respect of any specified matters, as its attorney, to sue and be sued, or otherwise appear or be impleaded in any Court of judicature in any civil or criminal pro- ceedings whatsoever, or before any arbitrator or person having by law or consent of parties authority to hear evidence, and generally on bchalf of such Company to do all acts and to execute deeds and instruments on its behalf within the colony.

9. Every act or thing done or purported to be done, and every A C ~ P of attorney to be

binding on company.

deed or instrument executed or signed by such attorney, on behalf force and effect in every respect, as if such act had been done by the Company, and as if such dccd or instrument had been duly sealed with the common seal of the Company, or otherwise executed or signed in such manner as to bind such Company.

of the Company by whom he is appointed, shall bind the same

10. Before any foreign Company shall commence business in the cettifiea c o ~ i e ~ of

power of attorney and

Province of South Australia, the attorney so appointed shall de osit certificate of incor-

in the office of the Registrar of Companies a certified copy o the porationtobe P deposited in office of

original power of attorney under which he claims to represent such Reaistmr of corn- Y

coGpan< together with a like copy of the certificate of the incor- PaPea-

poration of such Company as is hereinafter mentioned.

I t shall be the duty of the Registrar of Companies to ascertain

that such copies so deposited tire true copies of the original instru-

ments,

49' & 50' VICTORIE, No. 375.

The Companies Act Amendment Act.--1 886.

ments, and every such copy so deposited shall be open to the inspec-

tion of the public on payment of a fee of one shilling.

Foreign Company to 11. Every foreign Company shall have an office or place of busi-

have offloe in the

province where	ness in the province where legal proceedings of any kind may be
notice, &C., may be
nerved.	served upon it, and to which notices of any kind may be addressed
or given; and for the purposes of this Act the following provisions
shall have effect-

(1) Before any foreign Company commences or carries on busi- ness in the Province of South Australia the attorney of every such Company shall cause a notice to be inserted in the Government Gazette, and in at least two public news- papers circulating in the city of Adelaide, stating the situation and locality of such office or place of business:

(2) Such notice shall be inserted in a t least three consecutive issues of such Gazette and newspapers:

(3) If any change shall be made in the situation or locality of

such office or place of business, the attorney shall cause a like notice of such change to be given i11 the manner here- inbefore provided:

(4) The preceding provisions of this section shall extend and apply to everv place where the Company may at any time carry on busiiess in the province:

(5) Service of legal proceedings or the delivery of any notice at

any such offlce or place of business shall for all purposes

be deemed good service on the Company; but nothing

herein shall be deemed to control or affect any statute or rule now or hereafter in force regulating the service of legal process upon any person or corporate body according to the practice of the Court whence such process shall issue:

(6) If any attorney of a foreign Company shall fail to comply	with any of the foregoing provisions he shall be liable to
rt penalty of Five Pounds fix every day the business of such Company is carried on contrary to this Act, and every such penalty may be recovered in a summary way.

Declaration as to	12, A declaration indorsed upon or aunexed to any instrument
incorporation of

Company to be	appointing, or purporting to appoint, an attorney as hereinbefore
evidence.	mentioned, made or purported to be made by one of the directors or the general manager of the foreign Company so appointing ail attorney before a notary public, British Consul, or other person law- fully authorised to take such declaration, to the effect following,
that is to say-

(1) The same Company is incorporated in [naming the country in

which it has been incorporated] under the style mentioned

in the same instrument, in accordance with the law of the

country where it is so incorporated:

(2) That

49' & 500 VICTORIA5, No. 375. 5 %

--

The Companies Axt Ameltdment Act.--] 886.

( 2 ) That the seal affixed thereto is the common seal of the same PART 11.

Company; and

(3) That the seal has been so affixed, and the same instrument executed, and the powers and authorities purporting to be coukrred by the same instrument upon the person or persons in the same instrument mentioned are authorised to be conferred under the constitution of the same Corn- pany, or in pursuance of the act of incorporation, articles of association, by-laws, or regulations for the time being thereof, and that the person making such declaration is a director or general manager thereof:

&all be final and conclusive evidence of the facts set forth therein:

(4) In cascs where, by the law of the foreign country, no seal

is necessary, or the Company has no seal, a statement may

be made in such declaration setting out the existonce of

such law, or the fact that the Company has no seal, and the requirements of the preceding parta of this section may be modified and shall take effect accordingly.

13, Any power of attorney in respect of which any such de- Power of attorney

fied copy of any such power of attorney deposited under the pro-	claration has been made, as hereinbefore required, and any certi- z$zt:in
visions of this Act, shall for all purposes be receivable in evidence before any Court, person, or tribunal having authority by law to hear and receive evidence in the province without further proof of the sealing, signature, or other execution thereof.

14. Every power of attorney purporting to be granted by any P o w e m o f a M e ~ to

continue in force

foreign Company as before mentioned shall, as between the Corn- util of

pany, its successors, and assigns on the one hand, and the person or m m t i o n r e c e i v ~ -

persons dealing with the attorney of such Conlpany and all parties claiming through or under such person or persons on the other hand, continue in force (notwithstanding the same power may have been

revoked or the Company wound up or dissolved) until the attorney

of the Company or all and every the attorneys, if more than one, to

whom the same power is given has or have received notice or infor-

mation of such revocation, winding up, or dissolution.

15. Before any foreign Company shall voluntarily cease to carry F O ~ O - Y 'ye ue notioe of to

on business in any part of the province at least three months' notice intention 8 to ceaee

notice shall be published in at least three consecutive issues of the shall be given by its attorney of its intention so to do, and such carrying on bosinsu of Adelaide.

And for a period of three months after the first of such notices

shtill have been published legal proceedings, notices, or other docu-

mentsmay be served on the attorney of the Company under this Act, or, if there shall be no such attorney, by leaving the same at any office or place of business where the Company carried on busin

B-375. ness

49O & 50' VICTOKIJE, No. 375.

The Companies Act Amendment Act.-l 886.

l'*m 11*	nesa prior to the giving of such notice as aforesaid, and service effected under this enactment shall be as effectual as if no such notice
had been given.

Statutory declaration

of attorney to be 18, A statutory declaration made by the attorney of any foreign

sac ient proof of	Company, whether joint or several, appointed under such instru-
non-revooation.	ment, that he has not received any notice or information of the revocation, winding up, or dissolutid~~ of the same, shall be taken to be conclusive proof that no such revocation, winding up, or dissolu- tion has taken place.
Evidence of

incorporation of 17, A certificate of illcorporation given under the hand of any

officer who may, by the law of the country in which such Company

Company.

purports to be incorporated, be autliorisecl to grant such certificate, duly certified by declaration made by one of the directors or the general manager of such Company before a notary public or British Consul, or other person lawfully authorised to take such declaration, shall be conclusive evidence that such Company has been duly in- corporated.

And the date of incorporation mentioned in such certificate, or in such declaration, or if no such date be mentioned then the date of such certificate, or the date of such declaration as aforesaid, shall be deemed to be the date at which such Company was incorporated.

Where no certificate of incorporation has been given, a copy of

any act of incorporation or document of similar effect to a certificate of incorporation under which the company purports to be incor- porated, duly certified as hereinbefore required, shall be sufficient for the purposes of this Act.

Act not to authorise 18. Nothing in this Act contained shall be construed to authorise

issue of bank or

notes.

any MIC~ Company as aforesaid to issue notes or promissory notes

payable on demand within the province.

Foreign Companiee 19, No foreign company carrying on business in South Australia

not compelled to

comply with hot	at the date of the passing of this Act shall bc compelled, until the
within six months d	expiration of six months from that period, to comply with the pro-
paahg thereof.	visions of this Act.

Short title. 20, This Act may be cited as The Companies Act Amendment

Act, 1886."

In the name and on behalf of Hcr Majesty, I hereby assent to

this Bill.

WM. C, F. ROBINSON, Governor.

- ---pp .

_I -p p--p-

Adelaide : By authority E. SPILLER, Government Printer, North-terrace,,