Companies Act of 1931 (22 Geo v No. 53) (Qld)

COMPANIES. 22 GEO. V. No. 53, 1931. Companie8 Act. COMMONWEALTH LEGISLATIVE POWER. See COMMONWEALTH AND STATES. 13433 COMPANIES. An Act to Consolidate and Amend the Law relating 22 GEO. V. to the Incorporation, Registration, Regulation, N; ~ 3. and Winding Up of Trading Companies and A C C O T M O P F AN 19 IE 3 S 1. other Associations. [ASSENTED TO 11TH FEBRUARY, 1932.] B E it enacted by the King;s Most Excellent Majesty, by and with the advice and consent of the Legis- lative Assembly of Queensland in Parliament assembled, and by the authority of the same, as follows:- PART I.-.PRELIMINARY. PART 1.- PRELIMINARY. 1. This Act may be cited as "The CompaniesAct Short title. of 1931. *2. This Act shall come into operation on a date Commence· to be proclaimed by the Governor in Council by PJ::oclama- ment of Act. tion published in the Gazette, which date shall be herein referred to as the commencement of this Act. 3. This Act is divided into Parts, as follows : - Parts of Act. PART I.-PRELIMINARY; PART Il.-ADMINISTRATION; PART IlL-INCORPORATION OF COMPANIES AN D MATTERS INCIDENTAL THERETO; PART IV.-SHARE CAPITAL AND DEBENTURES; PART V.-MORTGAGES-REGISTRATION, &C. PART VL-MANAGEMENT AND ADMINISTRATION; PART VIl.-WINDING UP; PART VIlL-RECEIVERS AND MANAGERS; * Act proclaimed to commence as from 21st March, 1932. of 20th February, 1932, page 838.) D (See Gazette

13434 PART 1.- PRELIMINARY. COMPANIES. CompaniesAct. 22 GEO. V. No. 53,. PART IX.-MINING COMPANIES; PART X.-BRITISH COMPANIES; PART XL-FOREIGN COMPANIES; PART XII.-COMPANIES NOT FORMED UNDER THIS. ACT AUTHORISED TO REGISTER UNDER THIS ACT; PART XIIL-WINDING-UP OF UNREGISTERED COMPANIES; PART XIV.--RESTRICTIONS ON SALE OF SHARES AND OFFERS OF SHARES FOR SALE; PART XV.-MISCELLANEOUS AND SUPPLEMENTARY PROVISIONS. Repeal of 4. The Acts mentioned in the Eleventh Schedule to ecneratcatilnnents. this Act are repealed. Sch. XI. Provided that the mention of particular matters in this section, or in any other section of this Act, shall not prejudice the general application of section two of *"The Acts Shortening Acts, 1867 to 1903," with regard to the effect of repeals. Imp., 1929, sq. 381 et 8Cq. Cf. \'a. 1928, SR. 2 to 6. Cf. Tas., 1920, ss. 2, 3. Saving of pending proceedings for winding up. Imp. 1929, s.383. Provided further as follows ;- (a) The re:eeal shall not affect- (i.) The incorporation of any company registered under any repealed Act; nor (ii.) Table A in the First Schedule to "!,'The Com- panies Act 1863," or any part thereof, so far as the same applies to any company existing at the commencement of this Act; (b) The provisions of this Act with respect to- winding up shall not apply to any company of which the winding up has commenced before the commencement of this Act, but every such company shall be wound up in the same manner and with the same incidents as if this Act had not passed, and for the purposes of the winding up the Act or Acts under which the winding up commenced shall be deemed to· remain in full force; * 31 Vie. No. 6; 3 Edw. VII. No. 10, supra, pages 15, 21. t 27 Vie. No. 4, supra, page 186.

1931. COMPANIES. CompaniesAct. 13435 PART 1.- PRELIMINARY. (c) Every conveyance, mortgage, or other deed Saving of made before the commencement of this Act in deeds. pursuance of any repealed Act, shall be of the same force as if this Act had not passed, and for the purposes of that deed the repealed Act shall be deemed to remain in full force ; (d) The offices existing at the commencement of Fo~ mcr . this Act in Queensland for registration of regIstratIOn J . O . Int stoc k companI . es s h a 1 · 1 b e contI . nue d as 1 ·f roeffgiicsetse,rs, they had been established under this Act : r o e ff c i e c I ~ v al ers, Registers of companies kept in any such &c.,. existing offices shall respectively be deemed contmued. part of the registers of companies to be kept under this Act : The existing registrars, assistant registrars, officers, clerks, and servants in those offices shall, during the pleasure of the Crown, hold the offices and receive the salaries hitherto held and received by them, but subject to any regulations of the Crown Law Officer with regard to the execution of their duties; (e) Until revoked and except as varied under the Sayi~ g for powers of this Act, the general rules, regula- ~ ~ ~ : ~ I~ r tions, and orders and scales of fees under the procedure. repealed Acts or under any regulations there- &0. under in force at the commencement of this Act, and the Rules of Court in force at the commencement of this Act respectively, shall, so far as they are not inconsistent with this Act, continue in force until altered, modified, or superseded under this Act; (I) Where any enactment repealed by this Act is Substit~ t~on men t l · One d or re f erre d t 0 · In any cl ocumen t , ooff tphrOisVAIScItOns that document shaH be read as if the cone- for sponding provision (if any) o . f th . is Act were , rperpoevaisleiodns of thereili mentioned or referred to and Acts. substituted for the repealed enactment; (g) An British companies registered under *"The Foreign Companies Act of 1867" or t"The British Companies Act of 1886" and still in existence shall be deemed to be registered under Part x. : * See previous editions. t 50 Vie. No. 31, supra, page 277.

~ 3436 PART 1.- ~PRELIMI:- ! ARY. CO.:\lPANIES. CompaniesAct. 22 GEO. V. No. 53, All foreign companies registered under *"The Foreign Companies Act of 1895" and still in existence shall be deemed to be registered under Part XI. Interpreta- 5. In this Act, unless the context otherwise < 1t8io6n3., ss 2, indicates or requires, the following terms have the '74, 79, 83, meanings set against them respectively, that is to say:- 120. 1886, ss. 2, 4. 1892, s. 2. 1895, s. 2. "Annual return"-The returns required to be made, in the case of a company having a 1913, s. 5. Imp.,1929, ,s.380. share capital under section one hundred and eighteen, and in the case of a company not Cf. Va., 1928, ·s.7. Annual having a share capital, under section one hundred and nineteen of this Aflt ; return. Articles. "Articles"-The articles of association of a corn·· pany, as originally framed or as altered by special resolution, including, so far as they apply to the company, the regulations contained (as the case may be) in Table A in the First Schedule to t"The Companies Act 1863," or in Table A in the First Schedule to this Act; . Banking <company. "Banking company"-Any company which receives money on deposit, whether such money is repayable on demand or not, or which carries on any other usual banking business or of the name of which the term "bank" or "banking company" or any like term, forms part ; Eook and paper. "Book and paper" and" book or paper" include accounts, deeds, writings, and documents, whether bound or on loose leaf or card system; British <company. "British company"-A joint stock company or other company or society incorporated according to the laws of some part of His Majesty's dominions other than Queensland, and which under the laws of the country of incorporation has perpetual succession and a common seal; <company. "Company"-A company formed and registered under this Act or an existing company; * 59 Vie. No. 2, supra, page 280. t 27 Vie. Ko. 4, supra, page 186.

1931. CO:JIPAXIES. CompaniesAct. 13437 PART 1.- PRELUllNARY_ "Country of incorporation"-The part of His ~ ountry of MaJ. estY's d omm" lOns or the count ry or Stat e,tmiocno. rpora- as the case may be, under the laws of which the company in question is incorporated; "Court" used in relation to a company-The Court. court having jurisdiction to wind up the company; "Crown Law Officer"-The Attorney-General, Crown Law Solicitor-General, or Minister of Justice; Officer. " Debenture" includes debenture stock, bonds, and Debenture. any other securities of a company whether constituting a charge on the assets of the company or not; "Director" includes any person occupying the Director. position of director by whatever name called; "District receiver"-The officer of the Public District Curator, designated by the Public Curator receiver. in that behalf, who exercises and performs the former powers and duties of a district receiver in insolvency (pursuant to the provi- sions of section seven of *"The Public Curator Acts, 1915 to 1926"; " Document" includes summons, notice, order, Document. and other legal process, and registers; "ExirsetgiIn. sgterceod munpdaenryt" h-eArecpoemalpedan, Ay cftosr; med and cEoxmisptianng.y. "Foreign company"-A joint stock company or Foreign other company or society incorporated company. according to the laws of a country other than His Majesty's dominions, and which under the laws of the country of incorporation has perpetual succession and a common seal; "General rules"-Rules made under this Act: General t he term m. c1udes forms or Rules 0 f Court ; rules. " Insurance company"--For the purposes of this InsurancE'> Act, a company that carries on the business ~ ~ ~ l~ ~ ~ · . of insurance in common with any other business or businesses is deemed to be an insurance company; " Liquidator"-A liquidator appointed under this Liquidator. Act as a liquidator in a winding up: the term also includes the official tru(Stee or other official liquidator : * 6 Geo. V. No. 14 and amending Acts, supra, pages 7056 et seq.

13438 PART 1.- PRELIMINARY. Memoran· <lum. Mining company. Mining field. l\lining purposes. ~ lining registrar. {)fficial trustee. :Prescribed. Printed. Property. Prospectus. CO~IP A N I E S . CompaniesAct. 22 GEO. V. No. 53, "Memorandum"-The memorandum of associa- tion of a company as originally framed or as altered in pursuance of any enactment; "Mining company"-A company incorporated under this Act for mining purposes only; "Mining field "-A gold field or mineral field proclaimed or constituted under *"The Jl;Iining Act of 1898" or any Act amending or in substitution of that Act; "Mining purposes"-The purposes of obtaining gold or any other metal or mineral except coal by any mode or method whatsoever, whereby the soil or earth, or any rock or stone, or other material is disturbed, removed, carted, carried, washed, sifted, smelted, refined, crushed, or otherwise dealt with for the purpose of obtaining any metal or mineral except coal therefrom, whether the material is the property of the company or of the Crown or of any other person whomsoever ; " Mining registrar"-The mining registrar for the mining field in question or the person acting as such registrar ; "Official trustee" - The Official Trustee III Bankruptcy being the Public Curator or any Deputy Public CU.lator pursuant to the provisions of section seven of t"The Public Curator Acts, 1915 to 1926": the term also means and includes the official liquidator ; " Presci'ibed "-Prescribed by this Act; " Printed "-Printed also includes typewriting or other mechanical form; "Property"-All property whatsoever, whether real or personal: the term includes things in action; "Prospectus"-Any prospectus, notice, circular, advertisement,or other invitation offering to the public for subscription or purchase any shares or debentures of a company; * 62 Vic. No. 2·J, supra, page 2178. t 6 Geo. V. No. 14 and amending Acts, supra, pages 7056 et seq.

1931. COMPANIES. CompaniesAct. 13439 PART 1.- PRELnnIl"ARY. "Registered British company"-A British com- Re! S~stered pany registered or deemed to be registered cBonmtIpsahny. under Part X. ; "Registered foreign company"-A foreign com- Registered pany regI.st ered or deemed t 0 be regI.st ered efoormeipganny. under Part XL ; ~ ' Repealed Acts"-The Acts mentioned III the Repealed Eleventh Schedule to this Act; Acts. "Registrar of companies," or "registrar"-The Registrar registrar or other officer performing under this ~ !mpanies. Act the duties of registrar of companies; ~ ' Rules of Court "-Rules of Court made under Rules of the authority of this Act; Court. " Share"-Share in the share capital of a com- Share. pany: the term includes stock except where a distinction between stock and shares is expressed or implied; ~ , Share warrant "-A warrant under the common Share seal of a company stating that the bearer of warrant. the warrant is entitled to the shares or stock of the company therein specified; ~ , This Act "-This Act and all regulations, Rules This Aet. of Court, proclamations; Orders in Council, and orders of the Crown Law Officer made or issued thereunder; "Warden"-A warden appointed under *"Thewarden. }}lininu Act of 1898," or any Act amending or in substitution of that Act, or a police magistrate appointed to discharge the duties of a warden; " 'Varden's court "--The court held by a warden. Warden's ilourt. 6. (1.) Subject as is otherwise provided in this Act, S~ ving for nothing in this Act shall affect the provisions of- ~ ~ fs~ rance (a) t"The LifeAssuranceCompaniesAct of 1901" ~ ~ ~panies as amended by subsequent Acts, except that Cf. Imp., re f erences I . n that Act o t any prOVI . SI . On 0 f 1929 ' s.382. t"The Companies Act 1863" shall be read as references to the corresponding provision of this Act; or * 62 Vie. No. 24, supra, page 2178. t 1 Edw. VII. No. 20, supra, page 282. t 27 Vie. No. 4, supra, page 186.

13440 PART 1.- PRELIMINARY. CO:;\IPANIES. CompaniesAct. 22 GEO. V. No. 53" Saving of Trade Unions Act. (b) Section five of *"The Trade Union Act of 1915'" except that the reference in that section to t"The Companies Acts, 1863 to 1913," shall be read as a reference to this Act; or (c) t"The Insurance Act of 1916" as amended by subsequent Acts; or (d) §"The PetroleumAct of 1923" as amended by subsequent Acts; or (e) II"The Private Savings Bank Act of 1923; or (f) ~"The Building Societies Acts, 1886 to 1915,''' or **"The Friendly Societies Acts, 1913 to 1924," or tt"The Industrial and Provident Societies Acts, 1920 to 1929," or U" The Primary Producers' Co-operative Associations Acts, 1923 to 1926." Power to apply provisions relating to prospectus to certain Acts. (2.) The Governor in Council may, at any time and from time to time, by Order in Council published in the Oazette, apply and extend all or any provisions of this Act in relation to the prospectus of a company, with or without any amendments, modifications, or additions thereto as may be prescribed in any such Order in Council in respect of the provisions dealing with the prospectus of a company referred to in §§"The Petroleum Acts, 1923 to 1929," 1111"The Insurance Act of 1916" (as amended by ~~" The Insurance Act of 1923"), or ***"The L1fe Assurance Companies Act of 1901" (as amended by ' 1~ " The Insurance Act of 1923 "). Any such Order in Council may prescribe that the provisions contained therein shall be in addition to, or in amendment of, or in substitution of the provisions relating to the prospectus of a company enacted in such lastmentioned Acts. * 6 Geo. V. No. 31, supra, page 6909. t 27 Vie. :No. 4 and amending Acts, supra, pages 186 et seq. t 7 Oeo. V. No. 27, supra, page 7497. § 14 Geo. V. No. 26, supra, pago 10715, 11 14 Geo. V. No. 43, supra, page 10471. ~ 50 Vie. No. 34 and amending Acts, supra, pages 3192 et seq. ** 4 Geo. V. No. 13 and amending Acts, supra, pages 5991 et seg. tt 10 Geo. V. No. 32 and amending Acts, supra, pages 9292 et seg. tt 14 Geo. V. No. 45 and amending Acts, supra, page 10776. §§ 14 Geo. V No. 26, supra, page 10715. IIII 7 Geo. V. No. 27, supra, page' 7497. ~ ~ 14 Geo. V. No. 29, supra, page 10574. *** 1 Edw. VII. No. 20, supra, page 282.

COl\IPA?\IES. -- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - 1931. COlnpanics Act. 13441 PART 1.- PRELIMINARY" 7. (1.) In the application of this Act to existing Application companies, it shall apply in the same manner in the of Act t? case 0 f a 1l" ml" ted company, other t h an a company ll' ml 't ed fcoormmpeadnIoerS by guarantee, as if the company had been formed and regjste~ ed registered under this Act as a company limited by shares ; ~ ~ : : ; a~ [ : er in the case of a company limited by guarantee, as if the tcts. 19 9 9 company had been formed and registered under this Act s~ : R' 6. ~ , as a company limited by guarantee; and in the case of a company other than a limited company, as if the company had been formed and registered under this Act as an unlimited company. (2.) This Act shall apply to every company registered Application but not formed under the repealed Acts in the same of Act t? manner as 1 't" IS hereI" nafter I.n t h I ' S Aet decIarde t 0 aIpp yt 0 creogmisptaenreIeds companies registered but not formed under this Act: uCnodmepra f m o~ es mer Acts. (3.) Provided that in every case reference, express OrImp., 1929, implied, to the date of registration shall be construed as s. 317. a reference to the date at which the company concerned was registered under the repealed Acts. PART n.-ADMINISTRATION. PART II.- ADMINISTRA- TION. 8. (1.) For the purposes of the registration of Registration companies under this Act, there shall be offices in ~~ 6c; , ' s. 172. Queensland at Brisbane, Rockhampton, and Townsville, Imp., 1929. and at such other places as the Governor in Council may s. 312. appoint. (2.) The Governor in Council may from time to time appoint such registrars of companies, deputy registrars, assistant registrars, clerks, and servants as he thinks necessary for the registration of companies nnder this Act, and may make regulations in respect to their duties, and may remove any persons so appointed. (3.) The salaries and allowances of the persons appointed under this section shaH be fixed by the Governor in Council, and shan be paid out of money from time to time provided by Parliament. (4.) The Crown Law Officer may direct a seal or seals to be prepared for the authentication of documents required for or connected with the registration of companies.

13442 PART II.- ADMINISTRA- TION. COMPANIES. CompaniesAct. 22 GEO. V. No. 53, Inspection, 9. (1.) Any person may inspect the documents kept ~ ~ ~ duction, by the registrar on payment of the prescribed fees; and evidence of any person may require a certificate of the incorporation dkoecput m by ents 0 f any company, or a copy or ext ract 0 f any 0 ther docu- registrar. ment or any part of any other document, to be certified !~:D-'4.1929, by the registrar, on payment of the prescribed fees for 1863, s. 172. the certificate, certified copy, or extract. (2.) No process for compelling the production of any document kept by the registrar shall issue from any court except with the leave of that court, and any such process if issued shall bear thereon a statement that it is issued with the leave of the court. (3.) A copy of or extract from any document kept and registered at any of the offices for the registration of companies, certified to be a true copy under the hand of the registrar or any deputy or assistant registrar (whose official position it shall not be necessary to prove), shall in all legal proceedings be admissible in evidence as of equal validity with the original document. Cf. Imp., 1929, s. 313. (4.) Unless the Governor in Council otherwise directs, 1863, s. 172 all fees authorised by and paid under this Act shall be paid {6). into the Treasury and carried to the Consolidated Revenue Fund. Imp., 192(), (5.) Whenever any act is by this Act directed to be 15. 312 (6). done to or by the registrar of companies it shall, until the Governor in Council otherwise directs, be done to or by the existing registrar of joint stock companies, or in his absence to or by such person as the Crown Law Officer may for the time being authorise; but in the event of the Governor in Council altering the constitution of the existing registry offices or any of them, any such act shall be done to or by such officer and at such place with reference to the local situation of the registered offices of the companies to be registered as the Crown Law Officer may appoint. IF 1 m 9 e 0 eps 9 . . . , s 1 . 9 2 2 3 ( . ), comp 1 a 0 n . ie ( s 1 i . n ) rTehsepreect sohfaHthe bseevperaaildmtaottetrhsemreengtiisotnraerd ionf s. 313. Sch. X. Ninth the Table set out in the Ninth Schedule to this Act the several fees therein specified. Schedule. (2.) This section and the said Ninth Schedule shall apply to all companies, including British companies and foreign companies registered and applying to become registered.

COl\IPANIES. 13443 1931. 001npanies Act. PART TI.- ADmNISTRA- nOli. n. (1.) The Governor in Council may from time Power to to time by Order in Council alter Table A, the form in ~ ! ~ : s and the Seventh Schedule, Eighth Schedule, and the Table of forms. i!6::, Fees in the Ninth Schedule to this Act, so that it does not si91~, increase the amount of fees payable to the registrar ss. 11, 379. under the said Ninth Schedule, and may alter or add to Tables B, C, D, and E in the First Schedule, and the forms in the Second and Sixth Schedules to this Act. (2.) Any such table or form when altered shall be published in the Ga'Zette, and thenceforth shall have the same force as if it were included in one of the Schedules to this Act; but no alteration made by the -Governor in Council in Table A shall affect any company registered before the alteration or repeal, as respects that company, of any portion of that Table. PART III.- IKCORPORA- PART IlL-INCORPORATION OF COMPANIES AND MATTERS TlOli OF COMPAKIES INCIDENTAL THERETO. A;';D MATTERS Prohibition of Large Partnerships. IX CID ENTAL THERETO. 12. (1.) No company, association, or partnership Prohibi~ion ()onsisting of more tha:n ten .persons s~ all be formed. for ~ ~ ~ ~ ~ ~ ~ ~ fps the purpose of carrymg on the busmess of bankmg, with more unless it is registered as a company under this Act, or is ~ : ~ ~ : ~ s. formed in pursuance of some other Act of Parliament, 1863, s. 3. ,m of letters patent. . sIm.3p5.8,. 1929, Va., 1928, s. 8. (2.) No company, association, or partnership con-Prohibition ::sisting of more than .twenty persons shall ,be formed for ; ~rtnershipB the purpose of carrymg on any other busmess that has with -more for its object the acquisition of gain by the company, : : ! ~ : ~ ~ ty association, or partnership, or by the individual members 1863, s. 3. thereof, unless it is registered as a company under this ~ ~ : fo' 7. 1929, Act or is formed in pursuance of some other Act of Va., 1928, Parliament or of letters patent. ~ a~ : , 1920, s. 10. M emorand~ tm of Association. 13. (1.) Any seven or more persons (or, where the lVIod~ of ,company t 0 be formed Wl '11 b e a prl.vat e company WI' thI' n finocrmorlpnograted the meaning of this Act, any two or more persons) eompany, aSSOC,lat ed for any 1 awfu puIrpose bmay, y sub'scn' bm' g t1o8693.' ss, 5 their names to a memorandum of association and other- Imp., 1929, wise complying with the requirements of this Act in t-a~: 1928, respect of registration, form an incorporated company ss. 10, 11, 12. WI' th or WI' thout Il' ml' ted Il' ab 1 '! 1 'ty. s T , a l s i . ', 1920 '

13444 PART III.- INCORPORA· TION OF COMPANIES AND MATTERS INCIDENTAl, THERETO. COJUPANIES. CompaniesAct. 22 GEO. V. Xo. 53, (2.) Such a company may be either- (a) A company having the liability of its members limited by the memorandum to the amount, if any, unpaid on the shares respectively held by them (in' this Act termed a "company limited by shares"); or (b) A company having the liability of its members limited by the memorandum to such amount as the members may respectively thereby undertake to contribute to the assets of the company in the event of its being wound up (in this Act termed a "company limited by guarantee"); or (c) A company not having any limit on the liability of its members (in this Act termed an "unlimited company"). Requiro· 14. (1.) The memorandum of every company must mreespnetsctw t i o th state- memoran· dum. (a) The name of the company, with "Limited" (or 1863, ss. 7 to 9. Imp., 1929, the abbreviation "Ltd." thereof) as the last word of the name in the case of a company s.2. Tas., 1920, limited by shares or by guarant('e ; SB. 12 and 13. (b) The place in Queensland in which the registered office of the company is to be situate; (c) The objects of the company. (2.) The memorandum of a company limited by shares or by guarantee must also state that the liability of its members is limited. (3.) The memorandum of a company limited by guarantee must also state that each member undertakes to contribute to the assets of the company in the event of its being wound up while he is a member, or within one year after he ceases to be a member, for payment. of the debts and liabilities of the company contracted before he ceases to be a member, and of the costs, charges, and expenses of winding up, and for adjustment of the rights of the contributories among~hemselves, such amount as may be required, not exceeding a specified amount.

COMPANIES. 13445 PART III.~ 1931. CompaniesAct. INCORPORA- TION OF COMPANIES (4.) In the case of a company having a share AINNDCIMDAENTTTAERLS capital- THERETO. (a) The memorandum must also, unless the company is an unlimited company, state the amount of share capital with which the company proposes to be registered and the division thereof into shares of a fixed amount; (b) No subscriber of the memorandum may take less than one share ; . (c) Each subscriber must write opposite to his name the number of shares he takes. 15. The memorandum must bear the same stamp Signature of ~ s if it were a deed, and must be signed by each subscriber ~ : . oran­ III the presence of at least one witness who must attest IS63, s. 10. the signature. Imp., 1929, s. 3. Va., 1925, s. 14. 16. A company may not alter the conditions Rest.riction < • contained in its memorandum exccpt in the • cases and a °I l t l eratl . On 0 f In the mode and to the extent for whICh express ll'emoran. provision is made in this Act. d1Su6m3· , s. H. Imp., 1929, s.4. Va., 1925, s. 15. TUB., 1920, s. Hi. 17. (1.) Subj ect to the provisions of this section a Mode and 'Company may, by special resolution, alter the provisions ext~ nt to <> f I . ts memorandum wI . th respect to t h e 0 b J ' ects 0 f t h e o w b h j l e C c h ts of <company so far as may be required to enable it- company ( a ) T 0 carry on I . ts b uS . lness more economI . Ca 11 y or amltaeyre b d e . more efficiently: or IS91, ss. 4, 5. Imp., 1929, (b) To attain its main purpose by new or improved s. 5. means' , or Va., 1925, s. 17. (c) Toopeernal t aI . Orgnes; oror change the local area of its s T . aIsS., . 1920, (d) To carry on some business or businesses which under existing circumstances may conveni- ently or advantageously be combined with the business of the company; or (e) To restrict or abandon any of the objects specified in the memorandum; or (f) To sell or dispose of the whole or any part of the undertaking of the company; or (g) To amalgamate with any other company or body of persons.

13446 COMPANIES. PART III.- INCORPORA- TION OF Companies Act. 22 GEO. V. No. 53,. COMPANIES AND MATTERS INCIDENTAL (2.) The alteration shall not take effect until, and THERETO. except in so far as, it is confirmed on petition by the- court. 1891, ss. 4, (3.) Before confirming the alteration, the court must 5. be satisfied that- . (a) Sufficient notice has been given to every holder- of debentures of the company, and to any persons or class of persons whose interests will, in the opinion of the court, be affected by the alteration; and (b) With respect to every creditor who in the opinion of the court is entitled to object, and who signifies his objection in manner directed by the court, either his consent to the altera- tion has been obtained or his debt or claim has been discharged or has determined or has· been secured to the satisfaction of the court :- Provided that the court may, in the case of any person or class, for special reasons dispense with the notice required by this section. (4.) The court may make an order confirming the alteration either wholly or in part and on such terms and conditions as it thinks fit, and may make such order as to costs as it thinks proper. (5.) The court shall, in exercising its discretion under this section, have regard to the rights and interests of the members of the company or of any class of them, as well as to the rights and interests of the creditors and may, if it thinks fit, adjourn the proceedings in order that an arrangement may be made to the satisfaction of the court for the purchase of the interests of dissentient members; and may give such directions and make such orders as it· may think expedient for facilitating or carrying into effect any such arrangement: Provided that no part of the capital of the company shall be expended in any such purchase. (6.) An office copy of the order confirming the alteration, together with a printed copy of the memoran- dum as altered, shall, within fifteen days from the date of the order, be delivered by the company to the registrar, and he shall register the. copy so delivered, and shall certify the registration under his hand, and the certificate

COMPANIES. 13447 PART III.- 1931. CompaniesAct. INOORPORA- TION OF COMPANIES shall be conclusive evidence that all the requirements of A~ ~ o: ; : ! ~ S this Act with respect to the alteration and the confirma- THERETO. tion thereof have been complied with, and thenceforth the memorandum as so altered shall be the memorandum of the company. The court may by order at any time extend the time for the delivery of documents to the registrar under this section for such period as the court may think proper. (7.) If a company makes default in delivering to the registrar any document required by this section to be delivered to him, the company shall be liable to a penalty not exceeding ten pounds for every day during which the default continues. Articles of Association. 18. There may, in the case of a company limitedR) gi~ ~ r~ iion b y S hares, and there sha11 i · ll the case 0 f a company lI' mI' tedo 1 f 86 a 3 rt , ic s l . e 1 s 3 . . by guarantee or unlimited, be registered with the memo-Imp., 1929, randum articles of association signed by the subscribers Va~ : 1928, tcoomthpeanmy.emorandum and prescribing regulations for the sT. a 1 s. 8 , . s. 19 . . 19. (I.) In the case of an unlimited company, theRe~ations articles, if the company has a share capital, must state :~= ~f the amount of share capital with which the company unlimited proposes t 0 be regI.St ered . coor mcopmanpyany (2.) In the case of an unlimited company. or a~ ~ : : ~ t~ : company limited by guarantee, the articles, If the Imp., 1929. company has not a share capital, must state the number ~ tI863, s. of members with which the company proposes to be 13. registered. 20. (I.) Articles of association may adopt all orAdoption any of the regulations contained in Table A in the First : ~ ~ lication Schedule to this Act. of Table A. 1863, B. 14. Imp., 1929. s. 8 (1). Va., 1928, B. 19. (2.) In the case of a company limited by shares and Application It registered after the commencement of this Act, if articles ~ ~ ~a~ ~e are not registered, or if articles are registered, in so far aSImp.', 1929. the articles do not exclude or modify the regulations B• 8 (2). contained in Table A in the First Schedule to this Act, ~ ~tl:A. those regulations shall, so far as applicable, be the

13448 COMPANIES. PART III.- INCORPORA- TION OF Companies Act. 22 GEO. V. No. 53, COMPANIES AND MATTERS INCIDENTAL regulations of the company in the same manner and to THERETO. the same extent as if they were contained in duly registered articles. Form, stamp, and signature of articles. 1863, BB. 13, 15. Imp.,1929, s.9. Va., 1928, s.20. Tas., 1920, s.21. 21. Articles must- (a) Be printed; (b) Be divided into paragraphs and numbered consecutively; (c) Bear the same stamp as if they were contained in a deed; and (d) Be signed by each subscriber of the memo- randum of association in the presence of at least one witness who must attest the signature. Alt~ ration of 22. (1.) Subject to the provisions of this Act and asrpteICcilaels by t 0 the cond 1 'tI' ons conta'lned ' ill I' t S memorandum a Ir 1 em 8 s 6 po ~ l.u, t s 1i . o9 5 n2 0 9. , .- acor t m I ' C p I easn. y may by special resolution alter or add to its ~ 1\ ~ ~ i928, (2.) Any alteration or addition so made in the s.21. articles shall, subject to the provisions of this Act, be as valid as if originally contained therein, and be subject in like manner to alteration by special resolution. Statutory forms of memoran- dum and articles. 1863, s. 13. Imp., 1929, 8.11. Form of Memorandum and Articles. 23. The form of- (a) The memorandum of association of a company limited by shares ; (b) The memorandum and articles of association of a company limited by guarantee and not having a share capital; (c) The memorandum and articles of association of a company limited by guarantee and having a share capital; (d) The memorandum and articles of association of an unlimited company having a share capital, shall be respectively in accordance with the forms set out in Tables B, C, D, and E in the First Schedule to this Act, or as near thereto as circumstances admit.

COMPANIES. 13449 1931. Compames Act. APICNNADOCTRMIOTOMRPNAIAPTOINOTRIIFEEA. SR- - S Registration. INTCHIEDREENTTOA.L 24. The memorandum and the articles (if any) shall Registration rbeegI. dsetelirvtehreemd . to the registrar, and he shall retain and domfuemmoarnadn- articles. 1863, s. 16, Imp., 1929, s. 12. Va., 1928, s.23. 25. (1.) On the registration of the memorandum of Eff?ct of. a company, the registrar shall certify under his hand that ~ ~ ~ ~ : rs~ t~ ~ ~ . the company is incorporated, and in the case of a limited Imp., 1929, company that the company I'S lI' mI' ted . s V s a . . 1 , 31, 9 1 2 4 8 . ; (2.) From the date of incorporation mentioned in thes. 24. certificate of incorporation, the subscribers of the memo- randum, together with such other persons as may from time to time become members of the company, shall be a body corporate by the name contained in the memoran- dum, capable forthwith of exercising all the functions of an incorporated company and having perpetual succes- sion and a common seal, with power to sue and be sued in all courts and, subject to this Act, with power to hold lands, but with such liability on the part of the members to contribute to the assets of the company in the event of its being wound up as is mentioned in this Act. Associations not for Profit. 26. A company formed for the purpose of promoting Restriction art, science, religion, charity, or any other like object, not o~ ritable involving the acquisition of gain by the company or by its ~ n~ oth?r individual. members, shall not, without the license of the~ ~ ~ ka; ; ~ nd. Governor III Council, hold more than two acres of land; 1863, s. 20. but the Governor in Council may by license empower any Imri' 1929, such company to hold lands in such quantity, and subject ~as.: 1920, to such conditions, as he thinks fit. s. 28. A license given by the Governor in Council under this section shall be in accordance with the form set out in the Second Schedule or as near thereto as circum- Second stances admit. Schedule. 27. (1.) A certificate of incorporation given by the Conclusive- regI,strar'In respect 0 f any assoC.latI'On sha 11 be conclUS'IVe cneerstsifoicfate of evidence that all the requirements of this Act in respect ofi1;corpora- registration and of matters precedent and incidentalll~ : : i, ss. 17, thereto have been complied with, and that the association 186. I,S a company authorl'sed t 0 be regI.st ered and du1y sIm. 1 p 5 . • , . 1929, registered under this Act. Va., 1928, s.25. Tas., 1920, E s.26.

13450 COlVIPANIES. PART III.- INCORPORA· TION OF Companies Act. 22 GEO. V. No. 53, COMPANIES AND M.'TTERS INCIDENTAL (2.) A statutory declaration by a solicitor of the THERETO. Supreme Court engaged in the formation of the company, or by a person named in the articles as a director or secretary of the company, of compliance with all or any of the said requirements shall be produced to the registrar, and the registrar may accept such a declaration as sufficient evidence of compliance. Registration of Unlimited Company as Limited. u o Rn f elgimistirteadtion any c 2 o 8 m . p ( a 1 n .) y Sreugbijsetcetretdo atshuenlpirmovitiesdiomnsayofretghiisstesreucntidoenr, company as this Act as limited, or any company already registered l1i8m8i9t,edss. . 18, as a limited company may re-register under this Act; 20, 21. but the registration of an unlimited company as a s I . m1p6. . , 1929, limited company shall not affect the rights or liabilities Va.,1928, of the company in respect of any debt or obligation s.64. incurred, or any contract entered into by, to, with, or on behalf of the company before the registration, and those rights or liabilities may be enforced in manner provided by Part XII. of this Act in the case of a company registered in pursuance of that Part. (2.) On registration in pursuance of this section, 'the registrar shall close the former registration of the company, and may dispense with the delivery to him of copies of any documents with copies of which he was furnished on the occasion of the original registration of the company; but, save as aforesaid, the registration shall take place in the same manner and shall have effect as if it were the first registration of the company under this Act, and as if the provisions of the Acts under which the company was previously registered and regulated had been contained in different Acts of Parlia- ment from those under which the company is registered as a limited company. Provisions with respect to Names of Companies. Restriction 29. (1.) No company shall be registered by a name roengistration which- of companies (a) Is identical with that by which a company in by certain existence is already registered, or so nearly names. 1863, ss. 12, resembles that name as to be calculated to 19. deceive, except where the company in Imp., 1929, s. 17. existence is in the course of being dissolved Va., 1928, and signifies its consent in such manner as s. 16. the registrar requires; or

1931. COMPANIES. 13451 PART III.- Cmnpanies Act. INCORPORA' TION OF CO~ IPANIES (b) Contains the words" Chamber of Commerce," AINNDCIMDAENTTTAERLS unless the company is a company which is to THERETO. be registered under a license granted in pursuance of the next following section of this Act without the addition of the word " Limited" to its name; or (c) Contains the words" Building Society." (2.) Except with the consent of the Governor in Council no company shall be registered by a name which- (a) Contains the words "Royal" or "Imperial" or "State" or in the opinion of the registrar suggests, or is calculated to suggest, the patronage of His Majesty or of any member of the Royal Family or connection with His Majesty's Government or any department thereof; or (b) Contains the words " Municipal" or " Chartered " or in the opinion of the registrar suggests, oris calculated to suggest, connection with any municipality or other local authority or with any society or body incorporated by royal charter. (3.) Provided that nothing in this section shall Saying of prejudice or in any wise affect the provisions of *"The ~ ~ ~ ~ ~ ~ ~ rs' Primary Producers' Co-operative Associations Acts, 1923 Co,op;Jra: tivp to 1926, " m. respect 0 f the use or t he pro 1 11 'b 1 'tI' On 0 f such A AS c ~ t o . ClatlOnEl use by a company of the word" Co-operative" as part of its name, but the provisions of such Acts shall remain in full force and effect and be observed. 30. (1.) Where it is proved to the satisfaction of Power to the Crown Law Officer that an association about to be di~hense formed as a limited company is to be formed for ~Limited " promo t m · g commer~ e, ar t , s ' ~ lence, re l I ' gl . On, c. b ~ a ' n t y, or cinhanraimtabel o e f any other useful object, and mtends to apply Its profits, and other if any, or other income in promoting its objects, and to ~~ ~ tani~ ~ . prohibit the payment of any dividend to its members, Imp.', siU29', the Crown Law Officer may by license direct that the ~ 18'1928 association may be registered as a company with limiteds. a 27. ' liability, without the addition of the word "Limited" to its name, and the association may be registered accordingly. * 14 Geo. V. No. 45 and amending Acts, 8upra, pages 10776 et 8eq.

13452 COMPANIES. PART III.- INCORPORA- TION OF Oompanies Act. 22 GEO. V. No. 53, COMPANIES .AND MATTERS INCIDEN'rAL THERETO. (2.) A license by the Crown Law Officer under this section may be granted on such conditions and subject to such regulations as the Crown Law Officer thinks fit, and those conditions and regulations shall be binding on the association and shall, if the Crown Law Officer so directs, be inserted in the memorandum and articles, or in one of those documents. (3.) The association shall on registration enjoy all the privileges of limited companies and be subject to all their obligations, except those of using the word " Limited" as any part of its name, and of publishing its name, and of sending lists of members to the registrar of companies. (4.) A license under this section may at any time be revoked by the Crown Law Officer, and upon revoca- tion the registrar shall enter the word "Limited" at the end of the name of the association upon the register, and the association shall cease to enjoy the exemptions and privileges granted by this section: Provided that, before a license is so revoked, the Crown Law Officer shall give to the association notice in writing of his intention, and shall afford the association an opportunity of being heard in opposition to the revocation. (5.) "\iVhere the name of the association contains the words" Chamber of Commerce," the notice to be given as aforesaid shall include a statement of the effect of the provisions of subsection three of the next following section of this Act. Chang;e, of 31. (1.) A company may, by special resolution and n 1 a 8 r 6 n 3 e , . ss. 12, with the approval of the Governor in Council, testified 19. in writing under the hand of the Clerk of the Executive s Im . 1p9.. , 1929, Council, change its name. Va., 1928, s. 16 (4). (2.) If a company, through inadvertence or other- wise, is, without such consent as is mentioned in paragraph (a) of subsection one of section twenty-nine of this Act, registered by a name which is identical with that by which a company in existence is previously registered, or which so nearly resembles that name as to be calculated to deceive, the first-mentioned company may change its name with the sanction of the registrar.

COMPANIES. 13453: PART III.- 1931. Oompanies Act. INCORPORA- TION OF C01IPAKIES (3.) Where a 1l· Cense grant ed I.n pursuance 0 f t'he 1ast AINXDOIMDAENTTTAERLS. foregoing section of this Act to a company the name THERETO. of which contains the words " Chamber of Commerce" is revoked, the company shall, within a period of six weeks from the date of the revocation or such longer period as the Crown Law Officer may think fit to allow, change its name to a name which does not contain those words. If a company makes default in complying with the requirements of this subsection, it shall be liable to a penalty not exceeding fifty pounds for every day during which the default continues. (4.) Where a company changes its name the registrar shall enter the new name on the register in place of the former name, and shall issue a certificate of incorporation altered to meet the circumstances of the case. (5.) The change of. name shall not affect any rights or obligations of the company, or render defective any legal proceedings by or against the company, and any legal proceedings that might have been continued or commenced against it by its former name may be continued or commenced against it by its new name. General Provisions with respect to lV!emorandum and Articles. 32. (1.) Subject to the provisions of this Act the Effect of memorandum and articles shall, when registered, bind ~ : : ~ : ~ . the company and the members thereof to the same articles. ext ent as 1 'f they respectl' ve1y hadeben ' sIgned and 1 1 8 5 6 . 3, ss. 10~ sealed by each member and contained covenants on the Imp., 1929, part of each member, his heirs, executors, and adminis- ~ a~~ ' 1928, tarnadto 0 rfs tthoe oabrtsI·eCr1vese. all the provisions of the m.emorandum s Ts . . a 22 s 2 . 3 , . , 1920, (2.) All money payable by any member to the company under the memorandum or articles shall be a debt due from him to the company and be of the nature of a specialty debt. guara 3 n 3 te . e (1 a . n ) dInnotthheavcm . agsea osfharae ccaopmI ' tp I aanayn d limreigtle . sdterbe · y d h C g : uu o an ~ rt p ae a nd n t i e b e e y s . after the commencement of this Act, every provision in Imlt·, 1929,. the memorandum or articles or in any resolution of the ~ a. , '1928, company purporting to give any person a right to ~ 28'1920 participate in the divisible profits of the company s. a~ 9. ' otherwise than as a member shall be void.

13454 CO}1:PANIES. PART III.- I~ CORPORA­ TION OF Oompanies Act. 22 GEO. V. No. 53, CO)IPANIES AKD MATTERS r:-lCIDEKl'AL (2.) For the purpose of the provisions of this Act THERETO. relating to the memorandum of a company limited by guarantee and of this section, every provision in the memorandum or articles or in any resolution of any company limited by guarantee and registered after the commencement of this Act purporting to divide the undertaking of the company into shares or interests shall be treated as a provision for a share capital, notwith- standing that the nominal amount or number of the shares or interests is not specified thereb~ T. ~ lterations 34. Notwithstanding anything in the memorandum ~ ::~ r:: oran- or articles of a company, no member of the company articles shall be bound by an alteration made in the memorandum ilniacbrielaitsyintgo or articles after the date on which he became a member, contribute if and so far as the alteration requires him to take or ! ~ ;l~ ~r~ ot subscribe for more shares than the number held by him to bind at the date on which the alteration is made, or in any :~~ ~~~ s way increases his liability as at that date to contribute without to the share capital of, or otherwise to pay money to, the cImonps.e,n1t9. 29, company: 11. 22. Provided that this section shall not apply in any case where the member agrees in writing, either before or after the alteration is made, to be bound thereby Copies of 35. (1.) A company shall, on being so required by dmuemmoarnadn· any member, send to him a copy of the memorandum articles to and of the articles, if any, and a copy of any Act of mbeegmibveernst. o Parliament which alters the memorandum, subject to 1863, s. 18. payment, in the case of a copy of the memorandum and B Im .2 p 3 . . ,1929, of the articles, of two shillings or such less sum as the Va., 1928, company may prescribe, and, in the case of a copy of an s.26. Act, of such sum not exceeding the published price thereof as the company may require. (2.) If a company makes default in complying with this section, the company and every officer of the company who is in default shall be liable for each offence to a penalty not exceeding one pound. Issued 36. (1.) Where an alteration is made in the memo- cmoepmieosroafn- randum of a company, every copy of the memorandum dum to issued after the date of the alteration shall be in aelmtebroatdiyons. accordance with the alteration. Imp., 1929, s.24. (2.) If, where any such alteration has been made, the company at any time after the date of the alteration issues any copies of the memorandum which are not in

COMPANIES. 13455 1931. CompaniesAct. ~~ - -~ ~ - PART III.- IN CORPORA- TION OF COMPAXIES accordance with the alteration, it shall be liable to a A~~O~~~ ~!~ S penalty not exceeding one pound for each copy so issued, THERETO. and every officer of the company who is in default shall be liable to the like penalty. Membership of Company. 37. (1.) The subscribers of the memorandum of a Definition of company shall be deemed to have agreed to become ~ ~ ~ b: ~ 22. members of the company, and on its registration shall be Imp.', 1929, entered as members in its register of members. V;~ '1928, (2.) Every other person who agrees to become a~ ~ ~ ~ ~ ' 1920, member of a company, and whose name is entered in its s• 32. register of members, shall be a member of the company. Private Companies. 38. (1.) For the purposes of this Act, the expression ~ 1: ea~ ing ot " prI.vate com"pany means a company wh l ' C h by 1 't S copmrIpvaantey." articles- Imp., 1929, s.26. (a) Restricts the right to transfer its shares; and Va., 1928, (b) Limits the number of its members to fifty, not ~ a~ ~ , oi920, including persons who are in the employment s. 131. of the company and persons who, having been formerly in the employment of the company, were while in that employment, and have continued after the determination of that employment to be, members of the company; and (c) Prohibits any invitation to the public to subscribe for any shares or debentures of the company. (2.) 'Where two or more persons hold one or more' shares in a company jointly they shall, for the purposes of this section, be treated as a single member. (3.) Any existing company, which if registered Existin~ after the commencement of this Act would be entitled to compames. be registered as a "private company," may apply to the registrar to be registered as a "private company" under this Act, and the registrar, on being satisfied with such application, shall register such company as a private company accordingly. (4.) Any existing company may in like manner on altering its articles to comply with the requirements as set forth in subsection one of this section, apply to the

13456 COl\lP ANIES. PART III.- INCORPORA- TION OF Companies Act. 22 GEO. V. 1\0. 53, COMPANIES A I N N ~ CID M E} A ~ : T T . \ E ' U L S registrar to be registered as a private company under THERETO. this Act, and the registrar on being satisfied with such application shall register such company as a private company accordingly. Name. (5.) The name of a private company shall contain therein the word "private" or "proprietary" or any similar word or contraction of "private" or "proprietary" or similar word, indicating that the company is a private company. Circum 39. (1.) If a company, being a private company. ~ ~ ~c; s in alters its articles in such manner that they no longer company include the provisions which, under the last foregoing coperraitvsoielseeng t J ? eosbv' oe,f, saertclC . ti 1 oens o 0 f f athcisomApcat,nyarI . en roerq d ueirretdo ctoonbset . Itiuntcel . uIdt ead . pirnIvtahtee a private company, the company shall, as on the date of the cImomp.p,a1n9y2. 9, aItera'tlOn, cease to be a p'rIvate company and sha 11 , c/~ · 1928 within a period of fourteen days after the said date, s. i3~ : ' 'deliver to the registrar of companies for registration a Ta: il 1920, prospectus or a statement in lieu of prospectus in the form s.. and containing the particulars set out in the Third Schedule to this Act. (2.) If default is made in complying with subsection one of this section the company and every officer of the company who is in default shall be liable to a default penalty of fifty pounds. (3.) Where the articles of a company include the provisions aforesaid but default is made in complying with any of those provisions, the company shall cease to be entitled to the privileges and exemptions conferred on private companies under the provisions contained in section forty, subsection three of section one hundred and twenty, subsection one of section one hundred and forty, and paragraph (d) of section one hundred and seventy-three of this Act, and thereupon the said provisions shall apply to the company as if it were not a private company: Provided that the court, on being satisfied that the failure to comply with the conditions was accidental or due to inadvertence or to some other sufficient cause, or that on other grounds it is just and equitable to grant relief, may, on the application of the company or any other person interested and on such terms and conditions as seem to the court just and expedient, order that the company be relieved from such consequences as aforesaid.

C01\i{P A N I E S . 13457 PART III.- 192,1. CompaniesAct. INCORPORA- TION OF COMPANIES AND MATTE1lS Reduction of Number of Members below Legal Minimum. I~ ~ : E: ~ ~ ~ L 40. If at any time the number of members of a Prohibi~ ion company is reduced, in the case of a private company, oofncbaursr: mymes g s below two, or, in the case of any other company, below with fewer seven, and . it carrie . s on business for more than six o t r h , a i ~ ll stehv e en months whIle the number IS so reduced, every person case of a Iw.thSoO icsaarnm. esemobnerbuosf'mtehses caoftmerpatnhyosdeurSiI. Xngmthoentthismaentdha'ISt ctpworimovaptaeny, cognisant of the fact that it is carrying on business with ~ e6~ ~ : ~ ~ 8. fewer than two members or seven members, as the case Imp., 1929, mwhaoylebed, esbhtasll obfe tsheevercaollmyplaianbylecfoonrtrthacetepdaydmuernintgofththaet l ~ lI. a2 i2 8 4 i9 . 28 ' time, and may be severally sued therefor. Contracts, &c. made 41 as . f ( o 1 l . l ) owCso: nt-racts on behalf of a company may be cF1o8o6nr3mtr,a s oc . fts 4 . 7. (a) A contract which, if made between private ; ~ f9: 1929, persons, would be by law required to be in Va., 1928, writing and under seal, may be made on behalf~ a~ ~ : 1920, of the company in writing under the common s. 83. seal of the company; (b) A contract which, if made between private persons, would be by law required to be in writing, signed by the parties to be charged therewith, may be made on .behalf of the company in writing signed by any person acting under its authority, express or implied; (c) A contract which, if made between private persons, would by law be valid although made by parol only, and not reduced into writing, may be made by parol on behalf of the company by any person acting under its authority, express or implied. (2.) A contract made according to this section shall be effectual in law, and shall bind the company and its successors and all other parties thereto. (3.) A contract made according to this section may be varied or discharged in the same manner in which it is authorised by this section to be made.

/ 13458 COMPANIES. PART nI.- INCORPORA- TION OF Companies Act. 22 GEO. V. No, 53, COMPANIES AND MATTERS INCIDENTAL 42. A bill of exchange or promissory note shall be THERETO. deemed to have been made, accepted, or endorsed on eBxicllhsaonfge behalf of a company if made, accepted, or endorsed in the and name of, or by or on behalf or on account of, the company nporotemsi. sso.ry by any person acting under its authority. 1863, s. 46. Imp., 1929, s.30. Va., 1928, s.84. Tas., 1920, s.84. Execution of 43. A company may, by writing under its common odeuetsdisde seal, empower any person, either generally or in respect of Queensland. any specified matters, as its attorney to execute deeds on 1863, s. 55. its behalf in any place beyond Queensland, and every deed ! ~: E': 1929, signed by such attorney on behalf of the company and Va., 1928, under his seal shall bind the company, and have the same ~! ~: 1920, effect as if it were under its common seal. s.85. Company 44. (1.) A company whose objects require or omffaiyciahlasveeal comprise the transaction of business in countries, places, for use or territories beyond Queensland may, if authorised by abroad. 1889, ss. 36 its articles, have for use in any such country, place, or Itomp41., . 1929, territory an official seal, which shall be a; facsimile of the s.32. common seal of the company, with the addition on its. sV. a8. 6, 1. 928, face of the name of every country, place, or territory Tas., 1920, where it is to be used. s.86. (2.) A deed or other document to which an official seal is duly affixed shall bind the company as if it had been sealed with the common seal of the company. (3.) A company having such an official seal for use in any such country, place, or territory may, by writing under its common seal, authorise any person appointed for the purpose in any such country, place, or territory to affix the official seal to any deed or other document to which the company is party in that country, place, or territory. , (4.) The authority of any such agent shall, as between the company and any person dealing with the agent, continue during the period, if any, mentioned in the instrument conferring the authority, or, jf no period is there mentioned, then until notice of the revocation or determination of the agent's authority"has been given to the person dealing with him.

COMPANIES. 13459 1931. Companies Act_ PINACROTR I P I O I R . A - - COTMIOPNANOIFES (5.) The person affixing any such official seal shall, A~ C: ~ ~~ ~ s by writing under his hand, certify on the deed or other THERETO. instrument to which the seal is affixed the date on which and the place at which it is affixed. Authentication of Documents. 45. A document or proceeding requiring authenti- Authentica- cation by a company may be signed by a director, tdion of t secretary, or other authOr·Ised 0 fficer 0 f t he company, 18o6c3u, mse.n64s.. and need not be under its common seal. Ism. 3p3.. , 1929, PART IV.-SHARE CAPITAL AND DEBENTURES. PASRHATRIEV.- Prosr r nectus • DCEABPEITNATLUARNESD. 46. (1.) A prospectus issued by or on behalf of Dating and a company or in relation to an intended company shall be registration dated, .and that date shall, unless the .contrary is proved, ~ ~ospectus. be taken as the date of publication of the prospectus. I1m88p9. , , s1. 93219., (2.) A copy of every such prospectus, signed by everys. 34. person who is named therein as a director or proposed~ a87. 1928, director of the company, or by his agent authorised in Tas., 1920, writing, shall be delivered to the registrar for registration s. 87. on or before the date of its publication, and no such prospectus shall be issued until a copy thereof has been so delivered for registration and duly registered. (3.) The registrar shall not register any prospectus unless it is dated and the copy thereof signed in manner required by this section. (4.) Every prospectus shall state on the face of it that a copy has been delivered for registration as required by this section. (5.) If a prospectus is issued without a copy thereof being so delivered, the company, and .every person who is knowingly a party to the issue of the prospectus, shall be liable to a penalty not exceeding five pounds for every day from the date of the issue of the prospectus until a copy thereof is so delivered. 47. (1.) Every prospectus issued by or on behalf Spec~ c of a company, or by or on behalf of any person who iS~ ~l~ ements or has been engaged or interested in the formation of particulars the company, must state the matters specified in Part I. :'ospectlls. of the Fourth Schedule to this Act and set out the reports 1889, s. 31. specified in Part Il. of that Schedule, and the said Parts ! ~ l5: 1929, I. and n. shall have effect subject to the provisionsVa., 1928; contained in Part Ill. of the said Schedule. ~ ! ~ . 1920, s.88.

13460 COMPANIES. PART IV.- SHARE CAPITAL AND Companies Act. 22 GEO. V. No. 53, DEBENl'URES. - - - - - - - - - - - - - - - - - - - - - - - - (2.) A condition requiring or binding an applicant for .shares in or debentures of a company to waive compliance with any requirement of this section, or purporting to affect him with notice of any contract, document, or matter not specifically referred to in the prospectus shall be void. (3.) It shall not be lawful to issue any form of application for shares in or debentures of a company unless the form is issued with a prospectus which complies with the r!3quirements of this section: Provided that this subsection shall not apply if it is shown that the form of application was issued either- (a) In connection with a bona fide invitation to a person to enter into an underwriting agreement with respect to the shares or debentures; or (b) In relation to shares or debentures which were not offered to the public. If any person acts in contravention of the provisions of this subsection he shall be liable to a penalty not exceeding five hundred pounds. (4.) In the event of non-compliance with or contra- vention of any of the requirements of this section, a director or other person responsible for the prospectus shall not incur any liability by reason of the non- compliance or contravention, if- (a) As regards any matter not disclosed, he proves that he was not cognizant thereof; or (b) He proves that the non-compliance or contra- vention arose from an honest mistake of fact on his part: or (c) The non-compliance or cdntravention was in respect of matters which in the opinion of the court dealing with the case were immaterial or was otherwise such as ought, in the opinion of that court, having regard to all the circum- stances of the case, reasonably to be excused: Provided that, in the event of failure to include in a prospectus a statement with respect to the matters specified in paragraph fifteen of Part 1. of the Fourth Schedule to this Act, no director or other person shall

1931. CO~lP ANIES. CompaniesAct. 13461 PART IV.- SHARE CAPITAL AXD _ _ _ DEBENTURES. incur any liability in respect of the failure unless it be proved that he had knowledge of the matters not disclosed. (5.) This section shall not apply to the issue to existing members or debenture holders of a company of a prospectus or form of application relating to shares in or debentures of the company, whether an applicant for shares or debentures will or will not have the right to renounce in favour of other persons, but subject as aforesaid, this section shall apply to a prospectus or a form of application whether issued on or with reference to the formation of a company or subsequently. (6.) Nothing in this section shall limit or diminish any liability which any person may incur under the general law or this Act apart from this section. 48. (1.) A company limited by shares or a company Restriction limited by guarantee and having a share capital shall not ~~ eration previously to the statutory meeting vary the terms of a of te~ms contract referred to in the prospectus, or statement in ~ o; : ~ ~ ~ : ~ tuOi lieu of prospectus, except subject to the approval of the?r ~ tatement statutory meeting. 1 p 11 rohsepuecotfus. (2.) This section shall not apply to a private! ~ f6: 1929, company. Va., 1928, s. 91. Tas., 1920, s. 91. 49. (1.) Where a prospectus invites persons to Liability for subscribe for shares in or debentures of a company- ~ ! atements (a) Every person who is a director of the company prospectus. at the tI·me 0 f the ' Issue 0 f the prospect us; and t 1 o 8981. , ss. 6 (b) E very person wh 0 has auth Or·Ised hl' mse If to be s Im . 3 p 7 . . , 1929, named and is named in the prospectus as a Va" 1928, director or as having agreed to become a~a~~: 1920, director either immediately or after an interval s. 92. of time; and (c ) Every person being a promoter of the company; and (d) Every person who has authorised the issue of the prospectus, shall be liable to pay compensation to all persons who subscribe for any shares or debentures on the faith of the prospectus for the loss or damage they may have sustained by reason of any untrue statement therein,

·13462 COMPANIES. PARTlV.- SHARE CAPITAL AND Companies Act. 22 GEO. V. No. 53, DEBENTURES. _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ or in any report or memorandum appearing on the face thereof, or by reference incorporated therein or issued therewith, unless it is proved- (i.) That having consented to become a director of the company he withdrew his consent before the issue of the prospectus, and that it was issued without his authority or consent; or (ii.) That the prospectus was issued without his knowledge or consent, and that on becoming aware of its issue he forthwith gave reasonable public notice that it was issued without his knowledge or consent; or (iii.) That after the issue of the prospectus and before allotment thereunder, he, on becoming . aware of any untrue statement therein, with- drew his consent thereto, and gave reasonable public notice of the withdrawal, and of the reason therefor; or (iv.) That- (a) As regards every untrue statement not purporting to be made on the authority of an expert or of a public official document or statement, he had reasonable ground to believe, and did up to the time of the allotment of the shares or debentures, as the case may be, believe, that the statement was true; and (b) As regards every untrue statement pur- porting to be a statement by an expert or contained in what purports to be a copy of or extract from a report or valuation of an expert, it fairly represented the statement, or was a correct and fair copy of or extract from the report or valuation; and Cc) As regards every untrue statement pur- porting to be a statement made by an official person or contained in what purports to be a copy of or extract from a public official document, it was a correct and fair representation of the statement or copy of or extract from the document:

COMPANIES. 13463 1931. Oompanies Act. PART IV.- i'lHARE CAPITAL AND DEBENTURES. Provided that a person shall be liable to pay compensation as aforesaid if it is proved that .he had no reasonable ground to believe that the person making any such statement, report, or valuation as is mentioned in paragraph (iv.) (b) of this subsection was competent to make it. (2.) Where the prospectus contains the name of a person as a director of the company, or as having agreed to become a director thereof, and he has not consented to become a director, or has withdrawn his consent before the issue of the prospectus, and has not authorised or consented to the issue thereof, the directors of the company, except any without whose knowledge or consent the prospectus was issued, and any other person who authorised the issue thereof, shall be liable to indemnify the person named as aforesaid against all damages, costs, and expenses to which he may be made liable by reason of his name having been inserted in the prospectus, or in defending himself against any action or legal proceedings brought against him in respect thereof. (3.) Every person who, by reason of his being a director or named as a director or as having agreed to become a director, or of his having authorised the issue of the prospectus, becomes liable to make any payment under this section may recover contribution, as in cases of contract, from any other person who, if sued separately, would have been liable to make the same payment, unless the person who has become so liable was, and that other person was not, guilty of fraudulent misrepresentation. . (4.) For the purposes of this section-· The expression "promoter" means a promoter who was a party to the preparation of the prospectus, or of the portion thereof contain- ing the untrue statement, but does not include any person by reason of his acting in a professional capacity for persons engaged in procuring the formation of the company; The expression "expert" includes engineer, valuer~ accountant, and any other person whose profession gives authority to a statement made by him.

13464 COMPANIES. PART IV.- SHARE CAPITAL AND DEBENTURES. Compan£es Act. 22 GEO. V. No. 53, Document 50. (1.) Where a company allots or agrees to allot cooffnetraoinfing any shares in or debentures of the company with a .shares or view to all or any of those shares or debentures being dfoerbesanlteurteos offered for sale to the public, any document by which be deemed the offer for sale to the public is made shall for all p1r8o8s9p,esc.tu31s. . purposes be deemed to be a prospectus issued by the Imp., 1929, company, and all enactments and rules of law as to the 8.38. contents of prospectuses and to liability in respect of statements in and omissions from prospectuses, or otherwise relating to prospectuses, shall apply and have effect accordingly as if the shares or debentures had been offered to the public for subscription and as if persons accepting the offer in respect of any shares or debentures were subscribers for those shares or debentures, but without prejudice to the liability, if any, of the persons by whom the offer is made, in respect of mis-statements contained in the document or otherwise in respect thereof. (2.) For the purposes of this Act, it shall, unless the contrary is proved, be evidence that an allotment of, or an agreement to allot, shares or debentures was made with a view to the shares or debentures being offered for sale to the public if it is shown- (a) That an offer of the shares or debentures or of any of them for sale to the public was made within six months after the allotment or agreement to allot; or (b) That at the date when the offer was made the whole consideration to be received by the company in respect of the shares or debentures had not been so received. (3.) Section forty-six of this Act as applied by this section shall have effect as though the persons making the offer were persons named in a prospectus as directors of a company, and section forty-seven of this Act as applied by this section shall have effect as if it required a prospectus to state in addition to the matters required by that section to be stated in a prospectus- (a) The net amount .of the consideration received or to be received by the company in respect of the shares or debentures to which the offer relates; and (b) The place and time at which the contract under which the said shares or debentures have been or are to be allotted may be inspected.

COMPANIES. 13465 1931. CompaniesAct. PART IV.- SHARE CAPITAL AND DEBENTURES. (4.) Where a person making an offer to which this section relates is a company or a firm, it shall be sufficient if the document aforesaid is signed on behalf of the company or firm by two directors of the company or not less than half of the partners, as the case may be, and any such director or partner may sign by his agent authorised in writing. Allotment. 51. (1.) No allotment shall be made of any share Prohibition cuanp 1 eitsaslto h feaacmomoupnatnystoaftfee d reidntot h teheprpousbpleicctfuosr asus bts h cerimptr . ino . In- a o u ~ n l l o eJs; ms en t mum " amount which, in the opinion of the directors, mu . st s m u inb s i c m r ~ I m p t' lOn be raIsed by the Issue of share capital in order to provIde received. for the matters specified in paragraph five in Part 1. of Iml g' 1929, the Fourth Sc4edule to this Act has been subscribed, and ~ a. , '1928, the sum payable on application for the amount so stated ~ 93'1920 has been paid to and received by the company. s. a~ 3. ' For the purposes of this subsection, a sum shall be deemed to have been paid to and received by the company if a cheque for that sum has been received in good faith by the company and the directors of the company have no reason for suspecting that the cheque will not be paid. (2.) The amount so stated in the prospectus shall be reckoned exclusively of any amount payable otherwise than in cash and is in this Act referred to as "the minimum subscription." (3.) The amount payable on application on each share shall not be less than five per centum of the nominal amount of the share. (4.) If the conditions aforesaid have not been complied with on the expiration of four months after the first issue of the prospectus, all money received from applicants for shares shall be forthwith repaid to them without interest, and, if any such money is not so repaid within five months after the issue of the prospectus, the directors of the company shall be jointly and severally liable to repay that money with interest at the rate of five per centum per annum from the expiration of five months: Provided that a director shall not be liable if he proves that the default in the repayment of the money was not due to any misconduct or negligence on his part. F

13466 COMPANIES. PARTIV.- SHARE CAPITAL AND Companies Act. 22 GEO. V. No. 53, DEBENTURES. _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ __ (5.) Any condition requiring or binding any applicant for shares to waive compliance with any requirement of this section shall be void. (6.) This section, except subsection three thereof, shall not apply to any allotment of shares subsequent to the first allotment of shares offered to the public for subscription. Prohibition 52. (1.) A company having a share capital which i o n f aclelrottaminent does not I.ssue a prospect us on or WI' th reference to I.ts cases unles.s formation, or which has issued such a prospectus but ~~ ~eo7ent ill has not proceeded to allot any of the shares offered to prospectus the public for subscription, shall not allot any of its rdeegliivsterraerd. to shares or debentures unless at least three days before the Imp., 1929, first allotment of either shares or debentures there has s. 40. been delivered to the registrar of companies for registra- tion a statement in lieu of a prospectus, signed by every person who is named therein as a director or a proposed director of the company or by his agent authorised in writing, in the form and containing the particulars set out in the Fifth Schedule to this Act. (2.) This section shall not apply to a private company. (3.) If a company acts in contravention of this section, the company and every director of the company who knowingly authorises or permits the contravention shall be liable to a penalty not exceeding one hundred pounds. Effect of 53. (1.) An allotment made by a company to an iarlrleogtmuleanrt. applicant in contravention of the provisions of the two Imp., 1929, last foregoing sections of this Act, shall be voidable at Vs.a 4 ., l. 1928, the instance of the applicant within one month after s.94. the holding of the statutory meeting of the company 8 T . a 9 s 4 ., . 1920, and not later, or, in any case where the company is not required to hold a statutory meeting, or where the allotment is made after the holding of the statutory meeting, within one month after the date of the allotment, and not later, and shall be so voidable notwithstanding that the company is in course of being wound up. (2.) If any director of a company knowingly contra- venes, or permits or authorises the contravention of, any of the provisions of the said sections with respect to allotment, he shall be liable to compensate the company

COMPANIES. 13467 PART IV.- 1931. CompaniesAct. SHARE CAPITAL AND - - - - - - - - - - - - - - - - - - - - - - - - DEBENTURES. and the allottee respectively for any loss, damages, or costs which the company or the allottee may have sustained or incurred thereby: Provided that proceedings to recover any such loss, damages, or costs shall not be commenced after the expiration of two years from the date of the allotment. 54. (1.) Whenever a company limited by shares or Return as to a company 1 I · ml 't e d b y guaran t ee an d h av ' mg a s h are aImllopt.m, e1n92ts9. , capital makes any allotment of its shares, the company s. 42. shall within one month thereafter deliver to the registrar ;'a 96 .1928, of companies for registration- Tas., 1920, s.96. (a) A return of the allotments, sta"bing the number and nominal amount of the shares comprised in the allotment, the names, addresses, and descriptions of the allottees, and the amount, if any, paid or due and payable on each share; and (b) In the case of shares allotted as fully or partly paid up otherwise than in cash, a contract in writing constituting the title of the allottee to the allotment together with any contract of sale, or for services or other consideration in respect of which that allotment was made, such contracts being duly stamped, and a return stating the number and nominal amount of shares so allotted, the extent to which they are to be treated as paid up, and the consideration for which they have been allotted. (2.) Where such a contract as above mentioned is not reduced to writing, the company shall within one month after the allotment deliver to the registrar of companies for registration the prescribed particulars of the contract stamped with the same stamp duty as would have been payable if the contract had been reduced to writing, and those particulars shall be deemed to be an instrument within the meaning of *"The Stamp Acts, 1894 to 1930," and the registrar may, as a condition of filing the parti- culars, require that the duty payable thereon be adjudicated under the provisions of such lastmentioned Acts. * 58 Vie. No. 8 and amending Acts, supra, pages 8939 et seg. (See Alphabetical Table.)

13468 COMPANIES. PART IV.- SHARE CAPITAL AND DEBENTURES. CompaniesAct. 22 GEO. V. No. 53, (3.) If default is made in complying with this section, every director, manager, secretary, or other officer of the company, who is knowingly a party to the default, shall be liable to a penalty not exceeding fifty pounds for every day during which the default continues: Provided that, in case of default in delivering to the registrar of companies within one month after the allotment any document required to be delivered by this section, the company, or any person liable for the default, may apply to the court for relief, and the court, if satisfied that the omission to deliv~r the document was accidental or due to inadvertence, or that it is just and equitable to grant relief, may make an order extending the time for the delivery of the document for such period as the court may think proper. Oommissions and Discounts. Powe.rtopay 55. (1.) It shall be lawful for a company to pay a ccoemrtammissions COmmI • SS . IOn t 0 any person I " D c d onsI era t' IOn 0 f h I ' S and. .. ' subscribing or agreeing to subscribe, whether absolutely opfrophlbltalOn y or m cond e iti n ona t lly ' for any shares in the company , or of aJl <?t~ er procuring or agreeing to procure subscriptions, whether cd, l?SmcmoulSnStslO, ns, absolute or conditional ' for any shares in the company , &c. if- ! ~ l: i: 1929, (a) The payment of the commission is authorised Cf. Va., 1928, by the articles; and ~ a~ : : 1920, (b) The commission paid or agreed to be paid does a.97. not exceed ten per centum of the price at which the shares are issued or the amount or rate authorised by the articles, whichever is the less; and (c) The amount or rate per centum of the commis- sion paid or agreed to be paid is- (i.) In the case of shares offered to the public for subscription, disclosed in the prospectus ; or (ii.) In the case of shares not offered to the public for subscription, disclosed in the statement in lieu of a prospectus, or in a statement in the prescribed form signed in like manner as a statement in lieu of a prospectus and delivered before the pay- ment of the commission to the registrar of companies for registration, and, where a circular or notice, not being a prospectus

COMPANIES. 13469 ~ - - - - - - - - - - - - - - - - -- - - - - - 1931. Oompanies Act. --------------------- PART IV.- SHARD OAPITAL AND DEBENTURES. inviting subscription for the shares IS issued, also disclosed in that circular or notice; and (d) The number of shares which persons have agreed for a commission to subscribe absolutely is disclosed in manner aforesaid. (2.) Save as aforesaid, no company shall apply any of its shares or capital money, eithe~ directly or indirectly, in payment of any commission, discount, or allowance, to any person in consideration of his subscribing or agreeing to subscribe, whether absolutely or conditionally, for any shares of the company, or procuring or agreeing to procure subscriptions, whether absolute or conditional, for any shares in the company, whether the shares or money be so applied by being added to the purchase money of any property acquired by the company or to the contract price of any work to be executed for the company, or the money be paid out of the nominal purchase money or contract price, or otherwise. (3.) Nothing in this section shall affect the power of any company to pay such brokerage as it has heretofore been lawful for a company to pay. (4.) A vendor to, promoter of, or other person who receives payment in money or shares from, a company shall have and shall be deemed always to have had power to apply any part of the money or shares so received in payment of any commission, the payment of which, if made directly by the company, would have been legal under this section. (5.) If default is made in complying with the provisions of this section relating to the delivery to the registrar of the statement in the prescribed form, the company and every officer of the company who is in default shall be liable to a penalty not exceeding twenty- five pounds. 56. (1.) Where a company has paid any sums Statement bdeybewntauyreso,f ocroamllmowisesdionanyinsurmesspebcyt wofayaonfydI. sshcaoruenst ol. llrcosinhmebematliaasnsscitoeon. s rae11sopwecedt , oof rasnoy mduecbhentthuerereso, f thase htoastanl oatmboeuenntwsroI· tpteanid 0 fofr, I a m d l ~ sp d co. , un 19 t s2. 9, shall be stated in every balance-sheet of the company ~ 44'1928 until the whole amount thereof has been written off. s. a 9S. ' s (2.) If default is made in complying with this ;:ag .1920, section, the company and every officer of the company who is in default shall be liable to a default penalty.

13()82 " COMPANIES. CompaniesAct. 22 GEO. V. No. 53, 5. If in the case of a company which has been carrying on business, or of a business which has been carried on for less than three years, the accounts of the company or business have only been made up in respect of two years or one year, Part H. of this Schedule shall have effect as if references to two years or one year, as the case may be, were substituted for references to three years. 6. The expression "financial year" in Part H. of this Schedule means the year in respect of which the accounts of the company or of the business, as the case may be, are made up, and where by reason of any alteration of the date on which the financial year of the company or business terminates the accounts of the company or business have been made up for a period greater or less than a year, that greater or less period shall for the purpose of the said Part of this Schedule be deemed to be a financial year. Imp., 1928, FI]'TH SCHEDUllE. Seh. V., s. 40, Q., s. 52. FORM OF STATEMENT IN LIEU OF PROSPECTUS TO BE DEI,IVERED TO REGISTRAR BY A COMPANY WHICH DOI<:S NOT ISSUE A PROSPECTUS OR WHICH DOES NOT GO TO ALLOTMENT ON A PROSPECTUS ISSUED. ({ The: Companies Act of 1931." Statement in lieu of Prospectus delivered for registration h;y [Insert the name of the company.) Pursuant to section fifty-two of "The Companies Act of 1931." Delivered for registration by The nominal share capital of the £ company. Divided into Shares of £ each. Amount (if any) of above capital which consists of redeemable pre- ference shares. The date on or before which these shares are, or are liable, to be redeemed. Names, descriptions, and addresses of directors or proposed directors. If the share capital of the company is divided into different classes of shares, the right of voting at meetings of the company conferred by, and the rights in respect of capital and dividends attached to, the several classes of shares respec- tively. " " Shar " es of " £ " e " ach.

COMPANIES. 1931. CompaniesAct. Number and amount of shares and debentures agreed to be issued as fully or partly paid up otherwise than in cash. The consideration for the intended issue of those shares and deben- tures. Names and addresses of vendors of property purchased or acquired, or proposed to be purchased or acquired by the company. Amount (in cash, shares, or deben- tures) payable to each separate vendor. Amount (if any) paid or payable (in cash or shares or debentures) for any such property, specifying amount (if any) paid or payable for goodwill. 1. shares of £ fully paid. 2. shares upon which £ per share credited as paid. 3. debenture £ 4. Consideration:- Total purchase price £ Cash £ Shares £ Debentures.. £ Goodwill £ Amount (if any) paid or payable as commission for subscribing or agreeing to subscribe or procuring or agreeing to procure subscrip- tions for any shares or debentures in the company; or Rate of the commission The number of shares, if any, which persons have agreed for a com- mission to subscribe absolutely. Estimated amount of preliminary expenses. Amount paid or intended to be paid to any promoter. Consideration for the payment Dates of, and parties to, every material contract (other than contracts entered into in the ordinarv course of the business intended to be carried on by the company or entered into more than two years before the delivery of this statement) . 'l'ime and place at which the c.::mtracts Or copies thereof may be inspected. Names and addresses of the auditors of the company (if any). Full particulars of the nature and extent of the interest of every director in the promotion of or in the property proposed to be acquired by the company, or, where the interest of such a Amount paid. " payable. Rate per cent. £ Name of promotE-I'. Amount £ . Consideration :- 13683

13684 COMPANIES. CompaniesAct. director consists in being a partner in a firm, the nature and extent of the interest of the firm, with a statement of all sum/> paid or agreed to be paid to him or to the firm in cash or shares, or otherwise, by any person either to induce him to become, or to qualify him as, a director, or otherwise for services rendered by him or by the firm in connection with the pro- motion or formation of the com- pany. If it is proposed to acquire any busi- ness, the amount, as certified by the persons by whom the accounts of the business have been audited, of the net profits of the business in respect of each of the three financial years immediately preceding the date of this statement provided that in the case of a business which has been carried on for less than three years and the accounts of which have only been made up in respect of two years or one year the above requirement shall have effect as if references to two years or one year, as the case may be, were substituted for references to three years, and in any such case the statement shall say how long the business to be acquired has been carried on. (Signatures of the persons above-named as directors or proposed directors, or of their agents authorised in writing.) Date 22 GEO. V. No. 53, NOTE.-In this Schedule the expression "vendor" includes a vendor as defined in Part Ill. of the F'ourth Schedule to this Act, and the expression "financial year" has the meaning assigned to it in that Part of the said Schedule. Imp., 1929, SIXTH SCHEDUI1E. B S S o . h 1 . 0 V 8, r. 3 , 79, FORM OF ANNUAL RETURN OF A COMPANY HAVING A SHARE CAPITAL. Q., BB. llS, Annual Return of the Company, Limited, ll. made up to the day of 19 (being the fourteenth day after the date of the first or· only ordinary general meeting in 19 ) .

1931. COMPANIES. o ompanries Act. The address of the registered office of the Company is as follows:- 13685 Snmmary of Share Oapital and Shares. Nominal Share Capital £ divided (£ ~ £ into* Total number of shares taken up' ~ to the day of 19 being the date of the return (which number must agree with the total shown in the list as held by existing members). Number of shares issued subject to paY'1lent wholly in cash. ~ umber of shares issued as fully paid-up other- wise than in cash. 1':umber of shares issued as partly paid-up to the extent of per share otherwise than in eash. tNumber of at a discount. shares (if any) issued Total amount of discount on the issue of £ shares which has not been written off at the date of this return. :j:There has been called up on each of shares. .£ :j:There has been called up on each of shares. :j:There has been called up on each of shares. £ £ § Total amount of calls received, including £ payments on application and allotment. Total amount (if any) agreed to be considered £ as paid on shares which have been issued as fully paid-up otherwise than in cash. shares of each. shares of each. * Where there are shares of different kinds or amounts (e.g., preference a.nd ordinary or £1 and Is.) state tho number and nominal values separately. t If the shares are of different kinds, sta.te them separately. t Where various amounts have been called, or there are shares of different kinds, state them separately. § Include what has been received on forfeited as well as on existing shares.

13686 COMPANIES. CompaniesAct. 22 GEO. V. No. 53, Total amount (if any) agreed to be considered as paid on shares which have been issued as partly paid up to the extent of per share otherwise than in cash. Total amount of calls unpaid .. £ £ Total amount of the sums (if any) paid by way of commission in respect of any shares or debentures or allowed by way of discount in respect of any debentures since the date of the last return. £ Total number of shares forfeited Total amount paid (if any) on shares forfeited £ Total amount of shares for which share £ warrants to bearer are ·outstanding. Total amount of share warrants to bearer issued Issued £ and surrendered respectively since the date Surrendered £ of the last return. Number of shares comprised in each share warrant to bearer. Total amount of the indebtedness of the com- pany in respect of all mortgages and charges of the kind which are required to be regis- tered with the Registrar of Companies under "The Companies Act of 1931." Copy of ZalSt audited Balance-sheet of the Company. NOTE.-Except where the company is (1) a "private com- pany" within the meaning of section thirty-eight of "The Com- panies Act of 1931," or is (2) an assurance company which has complied with the provisions of section fifteen of "The Life Assur- ance Compan·ies Act of 1901," this return must include a written copy, certified by a director or by the manager or secretary of the company to be a true copy, of the last balance-sheet which has been audited by the company's anditors (including every document required by law to be annexed thereto) together with a copy of the report of the auditors thereon (certified as aforesaid), and if any such balance-sheet is in a foreign language there must also be annexed to it a translation thereof in English certified in the prescribed manner to be a correct translation. If the said last balance-sheet did not comply with the requirements of the law as in force at the date of the audit with respect to the form of balance- sheets there must be made such additions to and corrections in the said copy as would have been requ.ired to be made in the said balance-sheet in order to make it comply with the said require- ments, and the fact that the said copy has been so amended must be stated thereon.

1931. COMPANIES. CompaniesAct. Private Company. Certificates to be given by a Private Company. A. "I certify that the company has not sinee the date of "the *last annual return issued any invitation to the public to "subscribe for any shares or debentures of the company." (Signature) (State whether director or secretary.) B. Should the number of members of the company exceed fifty the following certificate is also required:- "I certify that the excess of members (If the company "above fifty consists wholly of persons who are in the "employment of the company and/or of persons who, "having been formerly in the employment of the company "were while in such employment, and have continued after "the determination of such employment to be, members of "the company." (Signature) (State whether director or secretary.) NOTE.-Banking companies must add a list of all their places of business. The return must be signed at the end by a director or by the manager or secretary of the company. Delivered for filing by Particulars of the tdirectors of the Company, Limited, at the date of the annual return. tThe Any I N atio~ l. ity I present I former I of orlgm Usual I Christian Christian i Nationalit. (if other Name or Name or Y than the Names and I Names or preseIlt residential address. §Other business occupation, if any. If none, state Surname. I Surname. nationalily). so. - -- - - ' ~ - - - - - I- - - - - I- - - - - ' - - - - - - I- - - - - I I I I I 13687 -- - -- ' - - - - - - ' - - - - - - - - ' - - - . - - - - - - - - - - - - - - - - ~ * In the case of the first annual return strike out the words "last annual return" and substitute therefor the words" incorporation of the company." t "Director" includes any person who occupies the position of a director by whatever name called and any person in accordance with whose directions or instructions the directors of a company are accustomed to act. t In the case of a corporation its corporate name and registered or principal office should be shown. § In the case of an individual who has no business occupation but, holds any other directorship or directorships, particulars of that directorship or of Borne one of those directorships must be entered.

10,-'. ~ : &5- IJ:I List of Persons holding Shares in the Company, Limited, on the day of 19 ,and of Persons who have held Shares therein at any time since the date of the last Return, or (in the case of the first Return) of the incorporation of the Company, showing their Names and Addresses, and an Account of the Shares so held. N.B.-If the names in this list are not arranged in alphabetical order, an index sufficient to enable the name of any person in the list to be readily found must be annexed to this list. Folio in Register Led,,('r, contain- ing Par- ticulars. Names, Addresses, and Occupations. Surname. CNhraimsteia. n Address. Octicounp.a- *Number of Shares held by existing Members at date of Return·t Account of Shares. _._------ tParticulars of Shares Transferred tParticulars of Shares Transferred I since the date of the last Return, since the date of the last Return, or (in the case of the first Return) or (in the case of the first Return) of the incorporation of the Com- of the incorporation of the Com- pany, by persons who are still pany by persons who have ceased R I Members. to be Members. emar{s. - - - - - ------- --- - - - ~ - - - - - - Number·t DateooffTRraengsisfterra.tion Number·t DateooffTRreangsisfetrra. tion Q <;:, ;§ ~ !;:> ;:;: ~ . '" o P:- ;<- o o r ~ -o H ~ tr.j U2 (Signature) (State whether Director or Manager or Secretary) * The aggregate Number of Shares held, and not the Distinctive Numbers, must be stated, and the column must be added up throughout so as to make one total to agree with that stated in the Summary to have been taken up. t When the Shares are of different classes these columns may be subdivided so that the number of each class held or transferred may be shown separately. Where any Shares have been converted into Stock the amount of Stock held by each member must be shown. t The date of Registration of each Transfer should be given as well as the Number of Shares transferred on each date. The particulars should be placed opposite the name of the Transferor, and not opposite that of the Transferee, but the name of the Transferee may be insm·ted in the" Remarks" column immediately opposite the particulars of each Transfer. G:) ~ o l'j 9 :1 t <:.ll ~ CJ: i

1931. COMPANIES. CompaniesAct. 13689 SEVENTH SCHEDULE. Imp., 1929, Sch. VII., FORM OF STATEMENT TO BE PUBTJISHED BY BANKING AND INSURANCE s. 131. COMPANIES, AND DEPOSIT, PROVIDEN'l', OR BENEFIT SOCIETIES. Q., s. 14,1. *The share capital of the company is shares of each. The number of shares issued is divided into Calls to the amonnt of made, under which the sum of pounds per share have been pounds has been received. The liabilities of the company on the first day of January (O'r JUly) were- Debts owing to sundry persons by the company. On judgment, £ On specialty, £ On notes or bills, £ On simple contracts, £ On estimated liabilities, £ The assets of the company on that day were-- Government securities [stating thern] Bills of exchange and promissory notes, ~ Cash at the bankers, £ Other securities, £ EIGHTH SCHEDULE. Imp., 1929. P ROVISIONS WHICH DO NOT ApPLY IN THE CASE OF A WINDING-UP sS. c 2 h 6 . 0 I . X., SUBJECT TO SUPERVISION OF THE COURT. Q.• s. 266. Statement of company's affairs to be sub- mitted to official trustee Section 186 Report by official trustee Power of Court to appoint liquidator Appointment, style, &c., of liquidators III 187 " " 188 winding-up Provisions where person other than official " 191 trustee is appointed liquidator General provisions as to liquidators Exercise and control of liquidators' powers Books to be kept by liquidator in winding-up Payments of liquidator in winding-up into bank Audit of liquidators' accounts in winding-up Release of liquidators " " " " " " " 112222290000904753242,t1o91397 * If the company has no share capital, the portion of the statement relating to capital and shares must be omitted. V

13690 COMPANIES. CompaniesAct. 22 GEO. V. No. 53, Meeting of creditors and contributories to determine whether committee of inspection shall be appointed .. Section 208 Constitution and proceedings of committee of inspection Appointment of special manager Power to order public examination of pro- moters, directors, &c. Power to restrain fraudulent persons from managing companies Delegation to liquidator of certain powers of Court' Power to appoint official trustee as receiver for debenture holders or creditors 209 " " 217 " 223 " 224 " 227 " 302 Provided that this Schedule may from time to time be addet1 to or amended by the Governor in Council by Order in Council. Q. 1909, NINTH SCHEDUIJE. s.23. Imp., 1929. T ABLE OF FEES TO BE PAID TO THE REGISTRAR OF COMPANIES. Seh X., ss. 313, 329, I.-By a Company having a Share Capital. 379. £ s. d. Q., ss. 10, 11, For registration of a company whose nominal 5hare 351. capital does not exceed £2,000 2 o 0 For registration of a company whose nominal share capital exceeds £2,000, the following fees, regulated according to the amount of nominal share capital, that is to say,- £ s. d. For every £1,000 of nominal share ° capital, or part of £1,000, up to £5,000 10 For every £1,000 of nominal share capital, or part of £1,000, after the first £5,000, up to £100,000 050 For every £1,000 of nominal share ° ° capital, or part of £1,000, after the first £100,000 1 For registration of any increase of share capital made after the first registration of the company, the same fees per £1,000, or part of £1,000, as would have been payable if the increased share capital had formed part of the original share capital at the time of registration:

COMPANIES. 1931. CompaniesAct. Provided that no company shall be liable to £ s. d. pay in respect of nominal share capital, on registra- tion or afterwards, any greater amount of fees than £50, taking into account in the case of fees payable on an increase of share capital after registration the fees paid on registration. For registering any document required by any Act to be registered, other than the memorandum or the abstract required to be filed with the registrar by a receiver or manager or the statement required to be sent to the registrar by the liquidator in a winding- up 0 7 6 For making a record of any fact required or au thorised by any Act to be recorded by the registrar 076 II.-Bya Company not having a Share Capital. For regisdation of a company whose number of members, as stated in the articles, does not exceed 20 200 For registration of a company whose number of members, as stated in the articles, exceeds 20, but does not exceed 100 500 For registration of a company whose number of members, as stated in the articles, exceeds 100, but is not stated to be unlimited, the above fee of £5, with an addi- tional 5s. for every 50 members or less number than 50 members after the first 100. For registration of a company in which the number of members is stated in the articles to be unlimited .. 20 0 0 For registration of any increase on the number of mem- bers made after the registration of the company in respect of every 50 members, or less than 50 mem- bers, of that increase 0 5 0 Provided that no company shall be liable to pay on the whole a greater fee than £20 in respect of its number of members, taking into account the fee paid on the first registration of the company. For registering any document required by any Act to be registered, other than the memorandum or the abstract required to be filed with the registrar by a receiver Or manager or the statement required to be sent to the registrar by the liquidator in a winding- up 0 7 6 For making a record of any fact required or authorised by any Act to be recorded by the registrar 0 7 6 13691

13692 COMPANIES. CompaniesAct. 22 GEO. V. No. 53, I II.-General. £ 8. d. For searching the name andlor registered office of a company 0 1 0 For general search, including debentures and mortgages 0 2 6 For sealing certificate of incorporation per hour or part of hour. o 10 0 For registering annual summary of capital and shares 076 For registering all other documents 050 Q., 8.376. Imp., 1929, Sch. XI. TENTH SCHEDULE. PROVISIONS REFERRED TO IN SECTION 376 OF THE ACT. Provisions relating to- Conclusiveness of certificate of incor- poration Section 27 Specific requirements as to particulars in prospectus ., 47 Prohibition of allotment in certain cases unless statement in lieu of pros- pectus delivered to registrar Return as to allotments Registration of mortgages created by company registered in England .. Duty of company to register mortgages created by company Duty of company to register mortgages existing on property acquired Restrictions on commencement of busi- ness The particulars as to directors and indebtedness of the company Statutory meeting and statutory report Auditors' report and right to informa- tion and explanations Restrictions on appointment or adver- tisement of director Notice by liquidator of his appointment Delivery to registrar of accounts of receivers and managers " 52 54 " 84 " " 85 " 89 " 106 " " 1 12 1 3 8 (3) (n) (0) 144 (1) (2) " " " 2 1 5 5 6 0 " 305

1931. COMPANIES. CompaniesAct. ELEVENTH SCHEDULE. ENACTMENTS REPEALED. Year and Number of Act. I ----------------- I Title of Act. 27 Vie. No. 4 50 Vie. No. 19 50 Vie. No. 31 *" The Oompanies Act 1863" t" The Mining Oompanies Act of 1886" t·, The British Oompanies Act of 1886" 53 Vie. No. 18 §" The Oompanies Act Amendment Act 55 Vie. No. 10 56 Vie. No. 24 of 1889" It" The Oompanies Act of 1891 " 'if" The Oompanies (Winding Up) Act of 57 Vie. No. 3 59 Vie. No. 2 60 Vie. No. 21 1892 " **" The Oompanies Act of 1893 " tt" The Foreign Oompanies Act of 1895 " U" The Oompanies Act of 1896" 9 Edw. VII. No. 13 .. §§" The Oompanies Acts Amendment Act of 1909" 4 Geo. V. No. 10 1111" The Oompanies Acts Amendment Act \ of1913" * 27 Vic. No. 4, supra, page 186. t 50 Vie. No. 19, supra, page 239. t 50 Vie. No. 31, supra, page 277. § 53 Vie. No. 18, supra, page 243. 11 55 Vie. No. 10, 8upra, page 255. ~ 56 Vie. No. 24, 8upra, page 258. ** 57 Vie. No. 3, 8upra, page 262. tt 59 Vie. No. 2, 8upra, page 280. H 60 Vie. No. 21, 8upra, page 263. §§ 9 Edw. VII. No. 13, 8upra, page 264. 1111 4 Geo. V. No. 10, 8upra, page 5829. 13693 COMPULSORY DEBT CONVERSION. See COMMONWEALTH AND STATES. CONCILIATION, COURTS OF. See JUSTICES. CONSORTING ACT PROVISIONS. See VAGRANTS.