Companies Acts Amendment Act of 1909 (9 Edw VII No. 13) (Qld)

I. PUBLIC ACTS OF THE PARLIAMENT OF QUEENSLAND~ 9° EDWARDI VII. APPROPRIATION ACTS. See CONSTITUTION. COMPANIES. . An Aot to Amend the Law relating to Companies 9 Edw. VII. in certain partioulars. N;'nr:. [ASSENTED TO 24TH DECEMBER, 1909. ] COllll'ANIES Aors Alii BNDlIIBNT B ACT OF 1909. E it enacted by the King's Most Excellent Majesty, by and with the advice and consent of the Legis- lative Council and Legislative Assembly of Queensland in Parliament assembled, and by the authority of the same, as follows : - 1. This Act may be cited as " The Oompanies Acts Short titi~, Amendment .Ad of 1909," and shall be read as one with ~ ~ d~ ~ ~ lOn. "The Oompanies ActS', 1863 to 1896."* mencement Th I ' S Act shal1 commence and ta ke e if ect on and of .Act, from the first day of March, one thousand nine hundred and ten. P.A!,T I.-MORTGAGES. 2. (I.) In this Part of this Act- Mortgage. The term "mortgage" includes assignment, mort· gage, charge, lien, or encumbrance; The term "debenture" includes" debenture stock." The term "prescribed" means prescribed by this Act or by regulations made thereunder; The term" foreign company" means a company which is incorporated elsewhere than in • Queensland. to 27 Vie. No. 4,8upra, palte 144; 50 Vie. No. 19; 8upra, page 1561; 53 Vie. No. 18, supra, page 3720; 56 Vie. No. 24, supra, page 4518; 57 Vie. -No. 3,8upra, page 4802; and 60 Vie. No. 21, ,upra, palle 5908.

9414< COMPANIES. Oompanies Acts ,Amendment Act. 9 Enw. VII. No. 13, Application (2.) Save as herein provided, this Part of this Act shall 8 of Ethdiws . PVarItI. . extend and apply to every mortgage created by any c. 69, s. 93. company, whether such company is registered or incor- porated in Queensland or elsewhere, and being either- (a) A mortgage for the purpose of securing any issue of debentures; or (b) A mortgage of uncalled share capital of the company; or (c) A mortgage on any book debts bf the company; or (d) A floating mortgage on the undertaking or property of the company. (3.) Provided that, save as hereinafter expressly men- tioned, this Part of this Act shall not extend or apply to- (i.) Any mortgage so far as it includes land, whether subject to "The Real ProlJerty Acts, 1861 to 1887,"* or not ;01' (ii.) Any mortgage so far as it includes any holding or interest under and subject to the laws in force relating to the occupation, leasing, and alienation of Crown Lands; or (iii.) Any mortgage, charge, or lien so far as it includes any lease, claim, or tenement under and subject to the laws in force relating to mines and mining; or (iv.) Any bill of sale within the meaning of the laws in force relating to bills of sale of personal chattels; or (v.) Any lien on wool, mortgage of live stock, or lien on crops under and subject to "The Mercaintile Acts, 1867 to 1896."t Registmtion 3. (1.) Every mortgage to whic~ this Part of this Act o Ib f . l , Il s o . rt 9 g 3 a . gcF. acpopmlipeasncyresahtaeldl, asfoterfatrheascoanmymseenccuermiteynot nofththeiscoAmcptabnyy'sa. property or undertaking is thereby conferred, be void against the liquidator and any creditor of the company, unless the prescribed particulars of the mortgage, together with the instrument (if any) by which the mortgage is created or evidenced, are delivered to or rec6ived by the: Registrar of Joint Stock Companies at Brisbane, herein referred to as the Registrar, for registration in manner * 25 Vie. No. 14, supra, page 2148; 41 Vie. No. 18, supra, page ~ 96; 48 Vie. No. 4, supra, page 2206; and 51 Vie. No. 3, supra, page 2207. t 31 Vie. No. 36, .mpra, page 1539; 34 Vie. No. 12, 8up"a, page 1559; and CO Vie. No. 10, supra, page 6035.

COMPANIES. 1909. Companies Acts Amrllamcnt Act. required by this Act within thirty days after the date of its creation or such other time as may be prescribed, but without prejudice to any contract or obligation tor repayment of the money thereby secured; and when a mortgage becomes void under this section the money secUl'ed thereby shall immediately hecome payable: Provi<led that- (i.) In the case of a mortgage created out of Queensland comprising solely property situated outside Queensland, the delivery 10 and the receipt by the Registrur of a copy of the instru- ment by which the mortgage is created or evidenced, verified in the prescribed manner, shall have the same effect for the purposes of this section as the delivery and receipt of the instl'Ument itself, and thirty days after the date on which the instrument or copy could j in due course of post, and if despatched with due . diligence, have been received in Queensland shall be substituted for thirty days after the date of the creation of the mortgage, as the time within which the particulars and instrument or copy are to be delivered to the Registrar; and (ii.) Where the mortgage is created in Queensland, but comprises property outside Queensland, the instrument creating or purporting to create the mortgage may be sent for registration notwith- standing that further proceedings may be necessary to make the mortgage valid or effectual according to the law of the country in which the property is situated; and (iii.) Where a n~ gotiable instrument has been given to secure the payment of any book debts of a company, the deposit of the instrument for the purpose of securing an advance to the company shall not for thtj purposes of this section be treated as a mortgage on those book debts. (2.) Where a series of debentures, containing or giving, by reference to any other instrument, any charge to the benefit of which the debenture-holders of that series are entitled pari passu, is created by a company, it shall be sufficient if there are delivered to or received by the Registrar, within thirty days or such other time as may be prescribed after the execution of the deed containing the.

9416 CO!fPANIES. Companies Ar;is Amendment .Act. 9 EDW. VII. No. 13, charge or, if there is no such deed, after the execution of any debentures of the series, the following particulars :- (a) 'rhe total amount secured by the whole series; and (b) The dates of the resolutions authorising the issue of the series and the date of the covering deed, if any, by which the security iscreated or defined; and (c) A general description of the property charged; and (d) 'rhe names of the trustees, if any, for the debenture-holders; . together with the deed containing the charge, or, if there is no such deed, one of the debentures of the series, and the Registrar shall, on payment of the prescribed fee, enter those particulars in the register: Provided that, where more than one issue is made of debentures in the series, there shall be sent to the Hegis- trar for entry in the register particulars of the date and amount of each issue, but an omission to do this shall not affect the validity of the debentures issued. . (3.) Where any commission, allowance, or discount has been paid or made either directly or indirectly by the company to any person in consideration of his subscribing or agreeing to subscribe, whether absolutely or condition- ally, for any debentures of the company, or procuring or agreeing to procm'e subscriptions, whether absolute or con- ditional, for any such debentures, the particulars required to be sent for registration under this section shall include particulars as to the amount or rate per centum of the com- mission, discount, or allowance so paid or made, but an omission to do this shall not affect the validity of the debentures issued: Provided that the deposit of any debentures as security for any debt of the company shall not for the purposes of this provision be treated as th~ issue of the debentures at a discount. (4.) The Registrar shall give a certificate under his hand of the registration of any mortgage registered in pursuance of this section, stating the amount thereby secured, and the certificate shall be conclusive evidence that the requirements of this section as to registration have been complied with. (5.) The company shall cause a copy of every certifi- cate of registration given under this section to be endorsed

COMPANIES. 9417 1909. Oompanies Acts Amendment Act. on every debenture or certificate of debenture stock which is issued by the company, B,nd the payment of which is secured by the mortgage so registered: Provided that nothing in this subsection shall be construed as requiring a company to cause a certificate of registration of any mortgage so given to be endorsed on any debenture or certificate of debenture stock which has. been issued by the. company before the mortgage was registered. (6.) It shall be the duty of the company to sendto the Registrar for registration the particulars of every mortgage created by the company and of the issues of debentures of a series, requiring registration under this section, but registration of any such mortgage may be effected on the application of any person interested therein. Where the registration is effected on the application of some person other than the company, that person shall be entitled to recover from the company the amount of any fees properly paid by him to the Uegistrar on tIle registration. (7.) The register kept in pursuance of this section shall be open to inspection by any person on payment of the prescribed fee, not exceeding one shilling for each inspection. (S.) Every company shall cause a copy of every instrument creating any mortgage requiring registration under this section to be kept at the registered office of the company in Queensland: Provided that, in the case of a series of uniform debentures, a copy of one such debenture shall be sufficient. 4. (1.) It shall be the duty of every company within Registration six months after the commencement of this Act to send to ~ fbture~ d the ltegistrar for registration a statement in the prescribed b: fo~ ec~ ~ ~ e afomrmounatnodutswtaitnh d m · thge, apt rtehsecrciboemdmpeanrcteicmuelnartsofoft h· I t S he A ctto, t 0 a f l mAcocemtn. m t 0 efnct h e " I · S the debts of the company secured by mortaO t-, 'e created 7 c. E 5 d 0 w , s . . V 12 I . I. before the commencement of this Act, which under this Part of this Act would have required registration had they been created after the commencement of this Act; and the Registrar shall, on payment of the prescribed fee, enter those particulars on the register of mortgages kept in pursuance of this Part of this Act: Provided that the neglect of the company to comply with the provisions of

9418 COMPANIES. Companies Acts Amendment Act. 9 EDw. VII. No. 13, this section shall not prejudice the rights under any such mortgage of any person in whose favour the mortgage was made. . (2.) If the company fails to comply with the require- ments of this section, the company and every director, manager, secretary, or other person who is knowingly a party to the default shall be liable, on summary conviction, to a penalty not exceeding fifty pounds for every day during which the default continues. Fee; Register. 5. (1.1 }"or every registration under the two last 8 Edw. VII. preceding sections there shall be paid to the Registrar a . c. 69, s. 93. fee of five shillings or such other fee as may be prescribed. (2.) 1'he Registrar shall keep, with respect to each com- pany, a register in the prescribed form of all the mortgages created by the company and requiring' registration under this IJart of this Act, and shall, on payment of the prescribed fee, enter in the register, with respect to every such mortgage, the date of creation, the amount secured by it, short particulars of the property mortgaged, and the names of the mortgagees. Index to register of mortgages. Ib., s. 98. (3.) '1'he Hegistrar shall keep a chronological index, in the prescribed form and with the prescribed particulars, of the mortgages registered with him under this Part of this Act. Record of 6. (1.) It shall be the duty of every company within pa.rticulars of ten months after the commencement of this Act to send to & ~ ~ . tf: ~ h' ic) : 1 the Registrar for record a statement in the prescribed form th!s Pa.rt of setting forth the prescribed particulars of everv mortgage, tnho, ts a A p c p t ly d . oes C 1 large, l1' 8n, and b 1 'll 0 f . ' sa 1 e to w } n ' e 1 1 the prOVI. ' SI.Ons 0 f t'h I ' S Part of this Act do not otherwise extend or apply, which have been given, granted, or executed by the company before th~ ~ commencement of this Act and are still subsist- ing, and whether the same have or have not been registered under any law; and upon receipt of such statement the Registrar shall, without fee, enter those particulars in a record-book to be kept for the purpose. (2.) From and after the commencement of this Act it shall be the duty of every company, within thirty days after the giving, gTanting, or execution by the company of any mortgage, charge, lien, or bill of sale to which the provisioRs of this Part of this Act do not otherwise extend or apply, and whether ,the same has or has not been regis- tered under any law, to send to the Uegistrar for record a statement, in the prescribed form, setting forth the pre- scribed particulars \vith respect to such mortgage, charge,

COMPANIES. 9419 1909. Oompanies Ads Amendment Act. lien, or bill of sale; and upon receipt of such statement the Hegistrar shall, without fee, enter those particulars in a record-book to be kept for the purpose. (3.) rrhe Hegistrar shall also from lime to time, without fee, upon a request by the company, accompanied by such verification of the facts as may be prescribed, record in the said record-book particulars of the discharge or other satisfaction in whole or in part of any such mortgage, charge, lien, or bill of sale. . (4-.) Provided always that the neglect of the company to comply with any of the provisions of this section shall not prejudice the rights, if any, under any such mortgage, charge, lien, or bill of sale, of any person in whose favour the same was given, granted, or executed. (5.) If the company fails to comply with the require- ments of subsections one or two hereof, the company and every director, manager, secretary, or other person who is knowingly a party to the default shall be liable, on sum- mary conviction, to a penalty not exceeding ten pounds for every day during which the default continues. (6.) The record-book kept in pursuance of this section shall be open to inspection by any person on payment of the prescribed fee, and for this purpose, but to this extent only, shall be deemed to be part of the register of mortgages kept in pursuance of this Part of this Act. (7.) This section doe8 not apply to foreign companies. 7. (1.) If any person obtains an order for the appoint- Registration ment of a receiver or manager of the property of a ~! forcement company, or appoints such a receiver or manager under of security. any powers contained in any instrument, he shall, within ~. ~ ~~ ~ .~ ; ~. seven days or such other time as may be prescribed from the date of the order or of the appointment under the powers contained in the instrument, giyc notice of the fact to the Registrar, and the Registrar shall, on payment of the fee of two shillings and six pence or such other fee as may be prescribed, enter the fact in the register of mortgages. (2.) ]f any person makes default in complying with the requirements of this section, he shall be liable, on summary conviction, to a penalty not exceeding five pounds for every day during which the default continues. 8. (1.) Every receiver or manaO'er of the property of Filing of a company w h 0 'h as b een appo . mte Od un d er t h e powers raeccceoiuvnetrss aonfd contained in any -instrument, and who has taken l)ossession, managers. S Ila11, once I.n every haIf- year w1 1 ' 1 1e he remam.s.In posses- Ib., s. 95. sion, and ·also on ceasing to act as receiver or manager, file

9420 COMPANIES. Oompanies Acts Amendment Act. 9 Enw. VII. No. 13, with the Registrar an abstract in the prescribed form of his receipts and payments during the period to which the abstract relates, and shall also on ceasing to act as receiver or manager file with the Registrar notice to that effect, and the Registrar shall enter the notice in the register of mortgages. (2.) Every receiver or manager who makes default in complying with the provisions of this section shall be liable~ o~ summary conviction, to a penalty not exceeding fifty pounds. Rectification 9. A judge of the Supreme Court, on being satisfied moforretggaisgteesr. of that the omission to register a mortgage within the time 8 Edw. VII. hereinbefore required, or that the omission or misstatement c. 69, s. 96. of any particular with respect to any such mortgage, was accidental or due to inadvertence or to some other sufficient cause, or is not of a nature to l)rejudice the position of creditors or members of the company, or that on other grounds it is just and equitable to grant relief, may, on the application of the company or any person interested, and on such terms and conditions as seem to the judge just and expedient, order that the time for registration be extended, or, as the case may be, that the omission or misstatement be rectified. Entry of satisfaction. Tb., s. 97. 10. The Registrar may, on evidence being given to his satisfaction that the debt for which any registered mortgage was given has been paid or satisfied, order that a memorandum of satisfaction be entered on the register~ and shall, if required, furnish the company with a copy thereof. Penalties. lb., s. 99. 11. (1.) If any company makes default in sending to the Registrar for registration the particulars of any mort- gage created by th~ company, and of the issues of deben- tures of a series, requiring registration with the Registrar under the foregoing provisions of this Part of this Act, then, unless the registration has been effected on the application of some other person, the company, and every director, manager, secretary, or other person who is know- ingly a party to the default, shall be lial)le, on summary conviction, to a penalty not exceeding fifty pounds for every day during which the default continues. (2.) Subject as aforesaid, if any comrany makes default in complying with any of the requirements of this Part of this Act as to the registration with the Registrar of any mortgage created by the company, the company, and every

COMPANIES. 9421 1909. Oompanies Acts Amendment Act. director, manager, and other officer of the company who knowingly and wilfully authorised or permitted the default, shall, without prejudice to any other liability, be liable, on summary conviction, to a penalty not exceeding one hundred pounds. (3.) 1£ any person knowingly and wilfully authorises or permits the delivery of any debenture or certificate of debenture stock requiring registration with the Registrar under the foregoing l)rovisions of this Part of this Act, without a copy of the certificate of registration being endorsed upon it, where such endorsement is compulsory under the foregoing provisions, he shall, without preju- dice to any other liability, be liable, on summary conviction, to a penalty not exceeding one hundred pounds. 12. (1.) Every limited company shall keep a registerco'!1pany's of mortgages, and enter therein all mortgages specifically : ~ ~ ~ : ~ g~ ; . affecting property of the company, giving in each case a 8 Ed~ . VII. short description of the l)roperty mortgaged, the amount c. 69, s. 100. of the mortgage, and (except in the case of securities to bearer) the names of the mortgagees or persons entitled thereto. . (2.) If any director, manager, or other officer of the company knowingly and wilfully authorises or permits the omission of any entry required to be made in pursuance of this section, he shall be liable, on summary conviction, to a penalty not exceeding fifty pounds. (3.) This section applies and extends to all mortgages, charges, liens, and encumbrances whatsoever, whether requiring to be registered under this Part of this Act or not. (4.) This section does not apply to foreign companies. (5.) Section forty-two of" l1te Companies Aot 1803"* is repealed. 13. (1.) The copies of instruments creating' any ~ ight to . mortO Cl 'a : a :I e requiring registration under this Part of this Act ( m ) ~ f p m e s c t t rum CO e P n Ie ts S with the Registrar, and the register of mortgages kept in creating pursuance of the last preceding section, shall be open at all ~ l~ ~ : : sg: ~ ~ nd reasonable times to the inspection of any creditor or coo;pany's member of the company without fee; and shall also be ~ ~ gr: ~ : tga" es. open to the inspection of any other person on payment of Ib., s. 101. 0 such fee, not exceeding two shillings and sixpence for each inspection, as the coml)any may prescribe. (2.) If inspection of the said copies or register is refused, any officer of the company refusing inspection, * 27 Vie. No. 4, supra, page 144.

9422 COMPANIES. Companie, Acts Amendment Act. 9 Enw. VII. No. 13, and every director and manager of the company authoris- ing or knowingly and ·wilfully permitting the refusal, shall be liable, on summary conviction, to a penalty not exceed- ing five pounds, and a further penalty not exceeding two pounds for every day during which the refusal continues; and, in addition to the above penalty, any judge of the Supreme Oourt sitting in chambers may, by order, compel an immediate inspection of the copies or register. Right of debenture 14. (1.) Every reg " -ister of holders of debentures of a holders to company shall, except when closed in accordance with the irnesgpisetcetrtohfe articles during such period or periods (not exceeding in the clebentUle- whole thirty days in any year) as may he specified in the t ohoofllt d lra e u l r ' s $ et adenoedpe. dle. s 0 ar f taicnlyess, ubcehodpeebnentotutrhees iannsdpe 0 c f tioannyof1 10 t1h C 1eerre 0 g f i _ sstIelraerdes hI. noltdIeler I> ~ gw. i~ ~ ' company, but subject to such reasonable restrictions as the c. ,s. . company may in general meeting impose, so that at least two hours in each day are appointed for inspection, and every such holder may require a copy of the register or any part thereof on payment of sixpence for everyone hundred words required to he copied. (2.) A copy of any trust deed for securing any issue of debentures shall be forwarded to every holder of any such debentures at his request on payment in the case of a printed trust deed of the sum of one shilling or such less sum as may be prescribed by the company, or, where the trust deed has not been printed, on l)ayment of six pence for everyone hundred words required to be copied. (3.) If inspection is refused or a copy is refused or not forwarded, the company shall, on summary conviction, be liable to a penalty not exceeding five pounds, and to a further penalty not exceeding two pounds for every day during which the refusal continues, and every director, manager, secretary, or other officer of the company who knowingly authorises or permits the refusal shall incur the like penalty. (4.) This section does not apply to foreign companies. Perpetual debentures. Ib., s. 103. 15. A condition contained in any debentures or in any deed for securing any debentures, whether issued or executed before or after the commencement of this Act, shall not he invalid by reason only that thereby the dehentures are made irredeemahle or redeemable only on the happening of a contingency, however remote, or on the expiration of a period, however long, any rule of equity to the contrary notwithstanding.

COMPAN rES. 9423 1909. Companies Acts A111"nilment Act. 16. (1.) Where either before or after the commence- P~ wet· to ment of this Act a company has redeemed any debentures ~ ~~ ~ :~ : cd previously issued, the company, unless the articles or the debe~ tures in con . ditions of issue eXIJressl . v ; otherwise provide ' or 8 unless ce E r~ d a w m . c V as I e I s . . the debentures have been redeemed in pursuance of any c. GD, s. 104. -obligation on the company so to do (not being an obligation .enforceable only by the person to w horn the redeemed debentures were issued or his assigns), shall have power, and shall be deemed always to have had power, to keep the debentures alive for the purposes of reissue, and "vhere a company has purported to exercise such a POWA1' the company shall have power, and shall be deemed always to have had power, to reissue the debentures either by reissuing the same debentures or by i..;suing other deben- tures in their place, and upon such i1 reissue the person -entitled to the debentures shall have, and shall be deemed always to have had, the same rights and priorities as if the debentures had not previously been issued. (2.) 'Vhere with the object of keeping debentures alive for the purpose of reissue they have, either before or after the comrnencement of this Act been transferred to a nommee of the company, a _transfer from that nominee -shall be deemed to be a reissue for the purposes of this :section. (3) Where a company has either before or after the -commencement of this Act dqJosited any of its debentures to secure advances from time to time on current account or otherwise, the debentures shall not be deemed to have been redeemed by reason only of the account of the com- pany having ceased to be in debit whilst the debentures remained so deposited. (L.t.) The reissue of a debenture or the issue of another debenture in its place under the power by this .section given to, or deemed to have been possessed by, a company, whether the reissue or issue was made before or after the -commencement of this Act, shall be treated as the issue of ;a new debenture for the purposes of stamp duty, but it ;shall not be so treated for the purposes of any provision limiting the amount or number of debentures to be issued: Provided that any person lending money on the security of a debenture reissued under this section which ;appears to be duly stamped may give the debenture in -evidence in any proceedings for enforcing his security without becoming liable to payment of the stamp duty or any penalty in respect thereof, unless he had notice or, but for his negligence, might have discovered, that the

9424 CO}lPANIES. Companies Acts Amendment Act. 9 Bow. VII. No. 13, debenture was not duly stamped, but in any such case the company shall be liable to pay the proper stamp duty and penalty- (5.) Nothing in this section shall prejudice- (a) The operation of any judgment or order of a court of competent jurisdiction pronounced or made before the commencement of this A ct as between the parties to the proceedings in which the judgment was pronounced or the order made, and any appeal from any such judgment or order shall be decided as if this Act had not been passed; or (b) Any power to issue debentures in the place of any debentures paid off or otherwise sati~: fied or extinguished, reserved to a company by its debentures or the securities for the same. Spe?ific 17. A contract with a company to take up and pay ~ rc~ ~ : : ~ ~ eto for any debentures of the company may be enforced by an subscribe for order for specific performance. debentures. 8 Edw. VJI. c. 69, s. 105. ocPeuartytamoifneandstsesebottsfs behal 1 f 8. of (1 t .) heWhhoelrdeerseiotfhearnya dreebceeinvteurresis oaf ppaoicnotmedpanony fscluhobaarjtegincegt itno soencubreehdalbfyofa tfhlooasteindgebcehnaturgree- , hoorldpeorsssoesfsiaonny ipsrotapkeerntybcyomo-r ctphlraeiiomcrhistayurgntoed.er nproitseadt itnheortismubejeicnt tcoouthrsee ochf abrgeien, gthweno,uinfd thuep,cothmepadneybitss Ib., s. 107. which in every winding-up are under the provisions of " The Companies Acts, 18U3 to 18U6,"* relating to pre- ferential payments to be paid in priority to all other debts, shall be paid forthwith out of any assets coming to the receiver or other person taking possession as aforesaid in priority to any claim for principal or interest in respect of the debentures. (t.) The periods of time mentioned in the said provi- sions of the said Acts shall be reckoned from the date of the appointment of the receiver or of possession being taken as aforesaid, as the case may be. (3.) Any payments made under this section shall be recouped as far as may be out of the assets of the company available for payment of general creditors. Effect of floating 19. Where a company is being wound up, a floating charge. charge on the undertaking or property of the company Ib., 8. 212. created within three months of the commencement of the * 27 Vie. No. 4, supra, page 14i; 50 Vic. No. 19, supra, page 1561; 53 Vie. No. 18, sttpro, page 3720; 56 Vie. No. 24, sttpra, page 4518; 57 Vic. No. 3, sttpra, page 4802; and 60 Vie. No. 21, supra, page 59('8.

COMPANIES. 9425 1909. aompanie.~ Acts Amendment Act. winding-up. shall, unless it is proved that the company immediately after the creation of the charge was solvent, be invalid, except to the amount of any cash paid to the company at the time of or subsequently to the creation of, and in consideration for, the charge, together with interest on that amount at the rate of five pounds per centum per annum. 20. The Governor in Council may from time to time Regulations. make regulations- (a) Prescribing forms to be used and particulars of instruments to be furnished for the purposes of this Part of this Act; (b) Prescribing times for the registration of any instrument, or the giving of any notice, or the doing of any act; (0) Prescribing a scale of fees to be paid for filing, lodging, registering, searching for or inspecting documents, and for all matters transacted under this Part of this Act; and (d) Generally for carrying this Part of this Act into effect. Such regulations when published in the Gazette shall have the same effect as if they were enacted in this Act, shall be judicially noticed, and shall not be questioned in any proceedings whatsoever. A copy of all such regulations shall be laid before both Houses of. Parliament within forty days after the publication thereof, if Parliament is then sitting, or, if not then sitting, then within forty days from the commencement of the next following session of Parliament. 21. If with respect to any foreign company or class Power to of foreign companies the Governor in Council'is satisfied mod~ f: r . tha' tthe enforcement 0 fst' rIct comp li ance WI' th tl le fore- cpreOrVtaIiSnIOcnassIeIsI. going provisions of this Part of this Act relating to the registration of mortgages would occasion unnecessary accounting, and that the financial position of such company or class of companies can be satisfactorily disclosed by the observaJ;lce of a modification of such provisions, the Governor in Council may, by Order in Council, prescribe such modification of such provisions as he thinks proper and sufficient for the purpose, and thereupon the observ- ance by such company or class of companies of the requirements of such Order shall be deemed to be a com· pliance with the aforesaid provisions of this Part of this Act.

9426 COMPANIES. Oompanit' .~ Acts Amendment Act. 9 Enw. VII. No. 13, Every such Order in Council shall, as to the company or class of companies referred to therein, be deemed to be embodied in this Act, and any contravention thereof shall entail the like penalties. PART n.-GENERAl" Amendment 22. The following provision is added to section thi-rty- ~ ~ Vie. No. 4, three of " Tile Oompanies Act 1863"* : - s.33. This section shall apply to all companies, including companies registered under" Tlte Foreign Companie.<; Act of 1867,"t or " The Brzlish COlJtpanifS Act (tf 1886,"t or "The Poreign Comp(tnies Act of 189j"§: Provided that in the case of companies whose head office is not in Queensland the notice of increase aforesaid shall be given within fifteen days after the receipt by the company in Queensland of a copy of the resolution or other authority authorising such increase. Fees. 23. (1.) There shall be paid to the Registrar by a company, in respect of the several matters hereunder mentioned, the several fees set against such matters respec- tively or such smaller fees as the Governor in Council may from time to time, by Order in Council, direct- TABLE OF }'EES TO BE PAID TO TIlE REGISTRAR OF JOINT STOCK COMPANIES. L-B.1f a compan.1f havin.'I a share capital. For registration of a company whose nominal share capital does not exceed £2,000 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)- !<'or every £1,000 of nominal ~ hare capital, £ s. d. or part of £1,000, up to £5,000 .. 1 0 0 For every £1,000 of nominal share capital, or part of £1,000, after the first £5,000, up to £100,000 0 5 0 For every £1,000 of nominai share capital, or part of £1,000, after the first £100,000 ... 010 For regi~ tration of any increase of share capital made after the first registration of the company, the same feell 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: Provided that no company shall be liable to pay in respect of nominal share capital, on registration or after- wards, any greater amount of fees than fifty pounds, £ s. d. 200 * 27 Vie. No. 4, 8upm, page 144. ::: 50 Vie. No. 31, supra, page 1:·8. t 31 Vio. No. 1, supl'a, page 197. § 59 Vie. No. 2, 8upra, page 5606.

COMPANIES. ·1909. Oompanies Acts Amendment Act. taking into account in the case of fees. payable on an increa~e of share capital after regist ration the fees paid on registration. For registering any document required or authorised 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 ... For making a record of any tact required or ailthori~ed by any Act to be recorded by the Registrar n 5 0 050 II.-B:if a compan.1f not havin,9 a share capital. For registration of a company whose number of members, as stated in the articles, does Jlot exceed twenty :For registration of a company who~ e number of memhers, as stated in the articles, exceeds twenty, but does not exce",d mwh~ dred ... }'or registration of a company who~ e number of membf'l's, as stated in the article~ , exceeds one hundred, but is not stated to be unlimited, the above fee of five pound~ , with an additional five shillings for every fifty mem berd or less number than fifty members after the first one hundred. For registration of a company in which the number of mem- bers is stated in the articles to be unlimited For registration of any increase on the number of members made after the registration of the company in respect of ~ very fifty members, or leBs than fifty members, of that Increase Provided t?at no company shall be liable to pay on the whole a greater fee than twenty pounds in respect of its nnrnber of members, talling into account the fee paid on the first registration of the company. For registering any document required or authorised by any Act to be registered, other than the memorandum or the abstract required to be filed with the Registrar by a l'eceiver or manager or the ~ tatemer: t required to be !lent to the Registrar by the liquidator in a winding-up .. , :For making a record of any fact required or authorised by any Act to be recorded by the .Registrar ... 200 500 20 0 0 050 050 050 (~ . ) 'fhis section shall apply to all companies, including companies registered under "The Foreign Oompanies .Act of 1867,"* or "The British Oompanies .Act of 1886,"t or " The Forei{Jn Oompanies .Act of 1895."t (3.) The second paragraph of section sixteen of and Repe~l of tables Band C of the Schedule of "The Oompanies .Act ~ ~ ~ : t~ ents. Ul63,"§ section seventy-two of " The Stamp .Act, 1894,"11 section five of " The British Oumpanies .Act of 1886,"t and section five of " The ~ F' oreign Oompanies .Act of 1895 "t are repealed. (4.) This section shall commence and take effect on and from the passing of this Act. * 31 Vie. No. 1, supra, ])ag - e - 1 - 97 - . -------- t - 5 - 0 - V - i - c. - N - o - . - 3 - 1 - , - su - p - ra - , - p - a - g - e - 19 - 8 - . --- ::: 59 Vie. No. 2, supra, page 5606. § 27 Vie. No. 4, supra, page 144. 11 58 Vic. No. 8, supra, page 5083.

94<28 COMPANIES. Companies Acts Amendment Act. 9 EDw. VII. No. 13, 24. After sectioh nine of "The Foreign Oompanies .Act of 1895,"* the following sections are inserted:- When foreign [9A.] A registered foreign company, upon receiving a ~ ~ ~ Pf: Jd. may license from the Governor in Council in that behalf, but not otherwise, shall be competent to take, hold, convey, and transfer land in Queensland for any estate of freehold or less than freehold. The Governor in Council is hereby empowered to grant any such license, subject to such terms and conditions, including the power of revocation for breach thereof, as he thinks fit to impose. Companies may be [9B.J The Supreme Court has jurisdiction to wind up wound up. a registered foreign company so far as such company carries on operations within Queensland. Application of proceeds of lands. [90.J In the event of the winding-up of a registered foreign company, all land of the company within Queens- land shall, subject to any valid mortgage encumbrance or charge subsisting thereon, be applicable in the first instance in payment and discharge of the debts of the company contracted within Queensland, in priority to any other debts of the company except debts secure~ by· such mortgage encumbrance or charge. Distribution 25. The executor or administrator of the estate of ~ ~ ceeS! : : ~ of any deceased person who was registered as the holder of person owning shares not fully paid up in any company may distribute f~ rl; ~ : i~ up the assets of the estate as soon as such executor or adminis- Va. ,No. 176~ , trator has procured the registration of some other person s.2. as the holder of such shares without reserving any portion of such estate for the payment of any calls which may be made after the date of such registration, whether made by the company or its directors or by its liquidators in a winding-up. But nothing herein contained shall affect any right which the company or its liquidators may have to follow the assets of such deceased person into the hands of any persons to or amongst whom the same have been trans- ferred or distributed. cs R to e rm ~ Ik i pe s a t nd r ye a f r ou m fnf a c y t t 0 • b e 2 li 6 ev . e ( t l h .) atWa hceorme ptahney R I . S egniosttracrarhrays. mrgeaosnon b abusl · emecsasuoser ~ e~ ~ ter' VII in operation, he shall send to the company by post a letter c. 69::', 242: inquiring whether the company is carrying on business or in operation. • 59 Vie. No. 2, supra, page 5606.

COMPANIES. 1909. Companies Acts Amendment Act.. (2.) If the Registrar does not within one month of sending the letter receive any answer thereto, he shall within fourteen days ~ fter the 'expiration of the month send to the company by post a l'egistered letter referring to the first letter, and stating 'that no answer thereto has been received, and that, if . an answer is not received to the second letter within one month from the date thereof, a notice will be published in the Gaz.eUe with a view to striking the name of the company off the register. (3.) If the Registrar either receives an answer from the company to the effect that it is not carrying on business or in operation, or\<loes not within one month after sending . the second letter receive any answer, he may publish in the. Gazette, and send to the company by post, a notice that at the expiration of three months from the date of that notice the name of the company mentioned therein will, unless cause is shown to the contrary, be struck off the register and the company will be dissolved. (4.) If, in any case where a company is being wound up, the Registrar has reasonable cause to believe either that no liquidator is acting, or that the affairs of the com- panyare fully wound up, and the returns required to be made by the liquidator have not been made for a period of six consecutive months after notice by the Registrar demanding the returns has been sent by post to the .com- pany or to the liquidator at his last known place of business, the Registrar may publish in the Gazette and send to the company a like notice as is provided in the. last preceding subsection. . (5.) At the expiration of the time mentioned in the notice the Registrar may, unless cause to the contrary is previously shown by the company, strike its name off the register, and shall publish notice thereof in the Gazette,. and on the publication in the Gazette of this notice the company shall be dissolved: Provided that the liability (if any) of every director, managing officer, and member of. the company shall continue and may be enforced as if the company had not been di3solved. (6.) If a company or any member or creditor thereof feels aggrieved by the company having been struck off the register, a judge of the Supreme Court, on the application of the company or member or creditor, may, if satisfied that the company was at the time of the striking off carrying on business or in operation, or otherwise that· it is just that the compa:q.ybe restored' to the' register, order the hameof' B . \ I 9429 ..

9430 COMPA~ IES- CONSl' ITUTION. Oonstitution Act Amendment Ad. 9 Eow. VII. No. 18, 1909. the company to be restored to the register, and thereupon the company shall be deemed to have continued in existence as if its name had not been struck off; and the judge may by the· order give such dir~ ctions and make such provisions as seem just for placing the company and all other persons in the same position as nearly as may be as if the name of the company had not been struck off. . (7.) A letter or notice under this section may be addressed to the company at its registered office, or, if no office has been registered, to the care of some director or officer of tile company, or, if there is no director or officer • of the company whose name and addres!) are known to the Registrar, may be sent to each of the persons who subscribed the memorandum, addressed to him at the address men- tioned in the memorandum. (8.) Section forty-two of "The Companies Act Amendment Act of 1889"* is repealed. CONSTITUTION. Oonstitution Aaf .Amenamene Act of 1909 Appropriation Act of 1909-1910, No. 1 .Appropriation Act olI909-1910, No. 2 Appropriation Act of 1909-1910, No. 3 Appropriation Act of 1909-1910, No. 4 Appropriatioll Act of 1909-1910, No. ;j 9 Edw. VII. No. 18. 9 Edw. VII. No. 1. 9 Edw. VII. No. 2. 9 Edw. VII. No. 3. 9 Edw. VII. No. 4. 9 Edw. VII. No. 14. 9 E N d o w .1 . B V . II. An Act to Amend "The ConstitutionAct Amend- COl T 'lS H T B ITU- ment Act of 1896." BE A~ : : D! ~ ~ T ACT OF 1909. [ASSENTED TO 29TH DECEMBER, 1909.J it enacted by the King's Most Excellent Majesty, ; . by and with the advice and consent of the Legis- 1ative Council and Legislative Assembly of Queensland in Parliament assembled, and by the authority of the same, as follows:- Short title 1. This Act may be. cited as "The Constitution Act a co n n d struction Amendment Act of 1909'," and shall be read as one with of Act. . " The Constitution Act Amendment Act of 1896,"t herein referred to as the Principal Act. Amendment 2. The following proviso is added to subsection one P of r ~ m . c ~ lpoafltAhe of c se t cPtri . oovn . Idfoeudrthoaf tthoenePmrienmcibpearl 0 A f ctht e: - L eg ' ls I atI . ve A ssembly who for the time being is recognised as Leader of the .. 63 Vie. No. 1B, supra, page 8720. t 60 Vie. No. 6, supra, page 6912.