Companies Act Amendment Act 1876 No 21a (NSW)

No. III.

An Act to amend the Law as to Oontributories on the winding-up of Mining Companies. [28th June, 1876.]

t h e

WH E R E A S have been formed for min ing purposes t h e shares in which were	divided into paid-up or par t ly pa id-up shares and cont r ibu t ing shares
and m a n y of* t he said Companies a re now being wound u p under t h e "Compan ies A c t of 1874" by the provisions of which Act con t r ibu t ing shares only are liable in the first ins tance for t h e paymen t of t h e debts of such Companies A n d whereas in cer ta in cases a t t empts are now and m a y hereafter be m a d e no twi ths tand ing the p a y m e n t of al l such debts by t h e holders of con t r ibu t ing shares exclusively to compel t h e paymen t by t h e m of t h e whole balance remain ing unpa id on such shares in order ostensibly to adjust t he r igh t s of contr ibutor ies amongs t themselves b u t in real i ty to divide t h e fund which would the reby be obtained amongs t all shareholders in respect of pa id-up and con t r ibu t ing shares al ike A n d whereas i t has been decided in E n g l a n d t h a t t h e t e r m contr ibutor ies includes in effect t h e holders of paid-up as well as con t r ibu t ing shares so t h a t persons who have in most instances really cont r ibu ted no th ing to t h e expenses of t h e unde r t ak ing and no th ing to t h e p a y m e n t of creditors would be enabled
unjus t ly to compel a further p a y m e n t by the ac tua l contr ibutor ies for

dur ing the last few years a great n u m b e r of Companies

t he benefit exclusively of t h e holders of nominal ly paid-up shares Be i t therefore enacted by the Queen ' s Most Excel len t Majesty by and wi th t h e advice and consent of t he Legislat ive Council and Legislat ive Assembly of N e w South Wales in Pa r l i amen t assembled and by the au thor i ty of t he same as follows :—

1 .    I n cons t ru ing this A c t t h e following te rms shall be in te rpre ted

in accordance wi th t h e meanings hereby assigned to t h e m :—

" P a i d - u p s h a r e s " — S h a r e s in any Company which are agreed to

be t aken or are considered as paid u p in respect of t he whole
nomina l va lue of such shares.

" P a r t l y paid-up shares"—Shares agreed to be t aken or considered as pa id-up in respect of pa r t of such nomina l va lue—the ba lance being ei ther paid in money or agreed to be so paid.

" C o n t r i b u t i n g sha re s"—Shares t he whole nomina l va lue of which

is agreed to be paid in money to the Company.

2. I n t h e adjus tment of t h e r ights of contr ibutor ies amongs t

themselves on t h e winding-up of any Company under t he aforesaid Companies A c t no shareholder shall be deemed a cont r ibutory in respect of any paid-up share as above defined held by h i m or be enti t led to share in any surplus wholly or par t ia l ly derived from calls made on the holders of par t ly paid-up shares and con t r ibu t ing shares or any of t h e m except only wi th respect to so m u c h of such surplus as shall have been derived from realized assets of the Company and not from such calls.

3.    I n t h e ad jus tment of such r igh ts t he holders of par t ly paid-

u p shares shall be deemed contr ibutor ies only in respect of calls made on the i r shares beyond the amoun t agreed to be considered paid-up and shal l to t h a t ex t en t b u t not fur ther be ent i t led to share in any surp lus derived from calls as aforesaid.

4 . This Ac t shall apply only to Companies formed under the

" M i n i n g Pai ' tnerships Act of 1 8 6 1 " A n d no th ing here in shall prevent

t h e dis t r ibut ion of any such surp lus in a different m a n n e r from t h a t provided by th is Ac t where a different mode of dis tr ibut ion of a surplus derived whol ly or in p a r t from calls is in express t e rms provided for in t he art icles of association of t h e Company or shall prevent the holder of any share whol ly or in pa r t actual ly paid in advance from shar ing in t he surplus in respect of every such payment .

5. W h e r e any land or mine shall have formed the considerat ion
or have been agreed or declared to be t h e equivalent or consideration

for such paid-up shares or any of t h e m the holders of such shares shall

i n t h e wind ing-up of t he Company a n d in the distr ibution of t h e assets
thereof be exclusively enti t led to share in t he proceeds of the sale of

such l and or mine if sold and shall exclusively as between t h e m and the contr ibutor ies be deemed the owners of t he land or mine if no t sold w h e t h e r t he same shall have been worked for min ing purposes or not .

No. I V .