Companies Act Amendment Act 1899 (WA)

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ANNO SEXAGESIMO TERTIO

VICTORIA] R

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No. LIV.

AN ACT to amend an Act passed in the sixty- second year of Her Majesty, and numbered twenty-eight, intituled " An Act to amend the Compauies Act, 1893, Amendment Act, 1897."

[Assented to, 16th December, M99.]

Legislative Assembly of Western Australia, in this present Parlia-	BE it enacted by the Queen's Most Excellent Majesty, by andwith the advice and consent of the Legislative Council and
ment assembled, and by the authority of the same, as follows:—
1. TEAS Act may be cited as the Companies Act Amendment Act, 1899, and shall be construed as one with the Companies Act, incorporation. 1893, hereinafter called the principal Act, and the Acts amending the same. Short title and

63° VICTORIA, No. 54.

ConTan les Act—Amendment.

SECTION three of the Act passed in the sixty-second year of E'er Majesty, numbered twenty-eight, is hereby amended by inserting at the beginning thereof " Every foreign company or "; and by striking out, in line six thereof, the words "registration of the company in the Colony," and_ by inserting in lieu thereof the words " deposit in the office of the Registrar of the power of attorney, in accordance with section one hundred and ninety-eight of the Companies Act, 1893 " ; and by striking out the third paragraph of the said section, and by inserting in lieu thereof " Every such foreign company failing or refusing to comply with the provisions of this section shall incur a penalty not exceeding One hundred pounds for every day during which such refusal or non-compliance shall continue, to be recovered in a summary manner before any two Justices of the Peace, or by action or suit in the Supreme Court, and shall be a charge on the property of the Company, and in addition thereto, if such default continues for the space of three calendar months, the company. and every person acting as trustee or agent for the company or otherwise on its behalf, shall thereafter be incapable, while so in default, of bringing or maintaining in Western Australia. any action, set-off, counter-claim, or other legal proceeding whatso- ever in the said Colony."

Amendment of 2. 3 2.

of 62 Viet., 28.

Power to reject 3. IF, by the constitution of the foreign company, the company

transfer to vest in	or its directors have power to reject a transfer of shares, such power
attorney or local	shall, in respect of transfers tendered for registration in the Colony,
hoard.	be vested in the attorney for the company or the local board of
directors.

(1.) ANY shareholder in a foreign company who desires to be registered in the colonial register may deliver an application in the form of the First Schedule hereto, together with a certificate of the shares in respect of which he desires to be registered, to the attorney of the company at its registered office in the Colony.

Transfer of shares to 4.

colonial register,

(2.) The attorney shall thereupon give to the shareholder a

certificate of deposit in the form of the Second Schedule hereto, and shall, with due diligence, forward the share certificate to the principal registered office of the company ; and if it there appears that no encumbrances or unpaid calls are registered against or due upon the shares, the shares shall be transferred to the colonial register, and notice of such transfer shall be given to the shareholder.

(3.) Upon production of the said certificate of deposit, after

notification of such transfer, the attorney shall issue to the share- holder a certificate indorsed with the words " Colonial Register," showing that he is the proprietor of the shares, and such .certificate shall be of the same force and effect as the superseded certificate.

63° VICTORLZE No. 54.

Companies Act—Amendment.

(4.) For any failure or refusal to comply with this section,

the company shall incur the like penalties, and suffer the like dis-

abilities as prescribed by section two hereof.

5. (1.) -WHENEVER a foreign company carrying on business

On reconstruction,

in this Colony is reconstructed on the basis of a sale by the liqui-

liquidator or com-

dator of the assets of the company or otherwise, the liquidator or

pany to reserve

colonial members'

the company shall reserve, for the benefit of the members of the

share of considera-

company registered on the colonial register (hereinafter called the

tion.

colonial members), a part of the consideration passing to the recon- structing company, proportioned to, the interests of the colonial members, and shall forthwith cause notice of such reservatit n to

be published in the Government Gazette, and to be delivered to each

colonial member, or sent by post to Ins registered address ; and at any time within two months after such publication every colonial member may, by writing under his hand delivered by post or other- wise to the liquidator or the company, or the attorney of the liquidator, or of the company in the Colony, claim the share pro- portioned to the interest of such shareholder in the part of the consideration so reserved, and shall be entitled to receive the same.

(2.) The liquidator or the company shall forward to the Registrar at the Supreme Court a statutory declaration made by the

Liquidator to send

to Registrar of

liquidator or by a director or officer of the company authorised by

declaration of COM-

Supreme Court

the company in that behalf, stating how this section has been

O:me° with this

complied with ; and until such declaration has been filed no

section, otherwise

no property in the

conveyance, transfer, or dealing with any property of the company

Colony to pass.

shall fie registered in the Department of Mines or of Crown Lands or in the office of Land Titles or in the office for the registration of deeds; and no person holdimg any property, real or personal, as servant, agent, or trustee on behalf of the company shall convey, deal with, or dispose of the same. nor shall any property of the com- pany in this Colony pass to the purchaser thereof.

(3.) Before filing any declaration purporting to comply with Examination of

this Act, the Registrar shall examine the same and satisfy himself of	declaration before
such compliance.	filing.

6. -WHENEVER a foreign company carrying on business in On

the Colony has passed resolutions authorising the issue of debentures chars or r°I;tellia?

or additional shares, the company shall reserve for the benefit of the tures, colonial mem-

colonial members a part of such issue proportioned to the interests teeristsperzodrhon to

of the colonial members, and shall forthwith cause notice of such reservation to be published and to be delivered in like manner as is hereinbefore provided in the case of reconstruction; and, at any time within two months of such publication, every colonial member may, by writing under his hand delivered by post or otherwise to

63° VICTORIAE, No. 54.

Companies Act—Amendment

the company, or to the attorney of the company in this Colony, claim his proportion of the new issue, and shall be entitled to receive or take up such proportion.

Notice of any right 7. WHENEVER any foreign company carrying on business in

or option accruing	the Colony has passed any resolution, or entered into any arrange-
to members to be	ment whereby any right or option accrues to any members of the
given in Gazette,
mid their rights	company, or its attorney in the Colony, the company shall forthwith
reserved.	cause notice of such right or option to be published and delivered in like manner as is hereinbefore provided in the case of recon- struction, and shall effectually reserve for the benefit of the colonial members the power to exercise such right or -option till the end of two months from the date of such publication ; -and, at any time within such two months, every colonial member may, by writing under his hand, delivered by post or otherwise to the company, or to the attorney of the company in this Colony, claim to exercise the right or option so accruing, in proportion to his interest, and shall thereupon be entitled so to do.
In case of non-observance of this or of the last preceding section, and if, within six months after such resolution is passed or arrangement entered into, a statutory declaration, as hereinafter required, has not been made and filed on behalf of the company with the Registrar of the Supreme Court, the company shall there- after be incapable of bringing or maintaining, either directly or through any person acting as trustee or agent on its behalf in Western Australia, any action, set-off, counterclaim, or other legal proceeding whatsoever in the Colony, and shall so remain incapable until such statutory declaration is so made and filed.
The statutory declaration hereby required shall be made by a director, or some officer, or the local attorney of the company, who shall thereby declare that he is such officer or attorney, and is authorised by the company to make the declaration for the purpose of filing as aforesaid, and shall state that every colonial member who, within two months after the publication by the company, as hereinbefore required, of notice of the issue of debentures or addi- tional shares, or the right or option, has claimed to receive a pro- portion of such issue or to exercise the right or option as aforesaid has been satisfied in respect thereof to the extent of his proportion.

8. EVERY foreign company required to maintain a colonial

Foreign company to	register shall, immediately after any report or balance-sheet is
send

sen copies of

reports and balance- submitted to any meeting of its shareholders held out of Western

sheets to local office.

Australia, forward to its registered office in Western Australia a sufficient number of copies of such report or balance-sheet to admit of their distribution among the colonial shareholders; awl it shall be the duty of the attorney for the company in the Colony to send

630 VICTORIIE, No. 54.

Companies Act—Amendment.

by post or deliver one of such copies to every colonial shareholder

of the company.

9. SECTION four of the Act passed in the sixty-first year of Repeal.

Her Majesty, numbered thirty-five, and sections four and six of the Act passed in the sixty-second year of Her Majesty, numbered twenty-eight, are hereby repealed, and section eight of the last mentioned Act is hereby amended by inserting in line two, after " engaged in," the words " or authorised to engage in," and section twenty-nine, sub-section one, of the principal Act is amended by striking out the words " and distinguishing each share by its number."

In the name and on behalf of the Queen I hereby assent

to this Act.

GERARD SMITH, Governor.

63° VICTORIX No. 54.

Companies Act—Amendzent.

First Schedule.

The Companies Act Amendment Act, 189,9.

APPLICATION OF SHAREHOLDER IN FOREIGN COMPANY TO BE PLACED UPON

THE COLONIAL REGISTER.

I, of , being the person mentioned in the

annexed certificate as the registered holder of shares, numbered to

inclusive, in the incorporated in do hereby

apply to be placed in the colonial register as proprietor of the said shares.

Dated this	day of	1
Witness :

Second Schedule.

The Companies Act Amendment Act, 1899.

CERTIFICATE OF DEPOSIT OF SHARES LODGED FOR TRANSP`ER TO TILE COLONIAL

REGISTER.

This is to certify that of did on the • day of

1         , deposit with me at the registered office, in the Colony of

Western Australia, a Certificate of shares, numbered to

inclusive, in the for the purpose of having the same

transferred to the local register under the above Act..

As witness my hand at this day of

For the Company,

Attorney.

NOTE.—This deposit note must be returned to the office before a certificate of the shares under the above Act can be issued : but it is not to be considered as a guarantee that the shares will be so transferred,

By Authority : Runmno PETIIER, Government Printer, Perth.