No. XXI.
An Act to limit the Liability of Mining Partner
| WH E R E A S | for t h e inves tment of | capital in M i n i n g Adven tu res | and | t h a t |
| i t | is expedien t | t h a t encouragement should be given |
| provision should be m a d e for t he l imi ta t ion of | t h e personal l iabil i ty of |
| shareholders in M i n i n g Companies | Be it therefore enac ted by the |
| Queen ' s Mos t | Exce l len t | Majesty by and wi th t h e advice and consent |
| of t he Legislat ive Counci l a n d Legislat ive Assembly of N e w | South |
| Wales in P a r l i a m e n t | assembled | and | by t h e au tho r i t y of the | same as |
| fo l lows:— |
1 . This A c t shall ex tend and apply only to Companies formed
| or to be formed for m i n i n g purposes and in t he cons t ruc t ion | and |
| in te rp re ta t ion | of | th i s A c t | t he | words | " m i n i n g | purposes" shall | m e a n |
t h e purpose of ob ta in ing any precious or other me ta l b y a n y mode or me thod whatsoever whereby t h e soil or ea r th or any rock or stone may be d is turbed removed car ted carried washed sifted smelted refined crushed or otherwise dealt w i th for t h e purpose of ob ta in ing such m e t a l whe the r such me ta l shall be the p rope r ty of such Company or
| shall have been author ized by the person to be charged the rewi th . |
| 4. A l l cont rac ts made by t h e M a n a g e r | for | t h e | t ime | be ing | or | |
| of | a n y o the r person whatsoever a n d | the word | " C o m p a n y " | shall |
| inc lude any pa r tne r sh ip | or | co-adventure . |
| 2. A n y shareholder | in any M i n i n g Company regis tered | unde r |
| t he provisions | of th i s Ac t shall only be liable for any debts l iabili t ies |
or obligations incur red on behalf of such Company to t h e a m o u n t of t h e share or shares for which such shareholder has agreed to subscribe or of which h e shall have become the holder by any t ransfer regis tered in t h e books of t he Company.
3. Every such Company shall appoin t a Manage r by and in whose n a m e t h e Company m a y sue or be sued plead or be impleaded in all Cour ts and places whatever a n d no act ion or sui t a t Law or in E q u i t y shall be b rough t against any member of such Company for t he recovery of any debts cont rac ted for or by t h e Company unless such member shall be t h e Manager thereof Provided tha t no th ing here in
| conta ined | shall | be | deemed to apply to any par t i cu la r con t r ac t which |
by his au thor i ty for t h e purposes of t h e said Company shall be b ind ing u p o n t h e Company a n d upon t h e assets thereof as here in provided a n d such assets m a y be seized and sold in execut ion in any ac t ion agains t such M a n a g e r for any debt i ncu r red by h i m on behalf of t he
| said | Company . |
| 5. The death removal or res ignat ion of such M a n a g e r shall no t abate any such ac t ion or proceeding b u t t he same may be | cont inued |
| and prosecuted in t h e n a m e of t h e nex t | succeeding | M a n a g e r | for | t h e |
| t ime be ing of t h e Company | A n d if such Company shall neglect or |
| fail t o appoint such succeeding | M a n a g e r t h e n such act ion or proceed |
ing m a y be cont inued and prosecuted in t h e n a m e of t h e Company Provided t h a t no second suit act ion or proceeding shall be a t any t ime commenced by or agains t such Company or such succeeding M a n a g e r
| where t he mer i t s shall have been t r ied and decided in t he first sui t | or |
| act ion. |
6. A n y Company which m a y hereafter be formed u n d e r t he pro visions of th i s Ac t shall lodge wi th t h e Reg i s t r a r of t he Dis t r ic t Cour t neares t to t he place of operat ions or proposed operat ions a memoria l in t h e form of t he Schedule to th i s A c t signed by the M a n a g e r of such
| Company and t h e said memor ia l shall be publ ished in the | Government |
| Gazette | and a t least twice in one or more of t he newspapers publ ished |
| and c i rcu la t ing in t h e dis t r ic t and copies of such | Gazette | and news |
| papers shal l be forwarded to t h e | said | Reg i s t r a r | who | shall | t he r eupon |
| proceed to regis ter such Company | A n d a copy of t he said | memor ia l |
| shall w i th in th i r ty days after | such adver t i sement be filed in t he |
| Sup reme Cour t Sydney. |
| 7. A n y Company formed previous to t h e pass ing of th i s | Ac t |
m a y be regis tered u n d e r t h e provisions of th i s A c t if a major i ty in n u m b e r a n d va lue of t h e shareholders in such Company shall express the i r consent there to in wr i t ing a n d such consent together wi th a memor ia l as hereinbefore provided shal l be lodged w i t h t h e Reg i s t r a r
| of Dis t r ic t Cour t neares t as aforesaid and | shall be publ ished in | t h e |
Government Gazette a n d a t least four t imes in one or more of t h e newspapers publ i shed and ci rcula ted in t h e distr ict and copies of such publ ica t ion shall be forwarded to t he said Reg i s t r a r A n d such Regis
| t r a r shall t h e r e u p o n a t a | per iod | n o t | less | t h a n | t h i r t y | days | after | t h e |
| date of such | first-named | publ ica t ion proceed to regis ter such Company |
Provided always t h a t no twi th s t and ing such regis t ra t ion any person
hav ing any claim or demand in respect of any cont rac t m a t t e r or t h i n g
which shall have been m a d e or happened before such regis t ra t ion shall
| have t h e same r emedy as if | such reg i s t ra t ion h a d no t t aken place. |
| 8. A copy of such memor ia l as hereinbefore men t ioned pur po r t i ng to be certified by the said | Reg i s t r a r | of Dis t r ic t | Cour t | whose |
| h a n d w r i t i n g i t shall no t be necessary to prove and sealed wi th t h e | seal |
| of such Cour t shall be prima facie | evidence of t he due appo in tmen t of |
| such M a n a g e r a n d t h a t t h e Company has | been | duly | regis tered | unde r |
| t h e provisions of th i s | Ac t . |
| 9. No twi th s t and ing any change | in t h e persons | who | m a y con |
s t i tu te any Company regis tered u n d e r t h e provisions of th i s A c t t h e persons who shal l subsequent ly become members of such Company shall be subject to t h e same l iabil i ty only as if they had been members of such Company at t he t ime i t was regis tered.
| 10. Eve ry | Company | regis tered u n d e r th i s Ac t shall add to t h e |
| style a n d t i t le u n d e r which | t h e business of such | Company | is carr ied |
| on t h e word | " L imi t ed . " |
1 1 . Eve ry such Company shall have a registered office to which
all communica t ions and notices m a y be addressed a n d service of any not ice at such office shall be deemed to be service upon the Company
and
and any Company which shal l carry on business w i thou t hav ing such an office shal l be l iable t o a pena l ty no t exceeding five pounds for every day d u r i n g which business shall be so carried on.
12. Not ice of t he removal of any such regis tered office or of t he
| subs t i tu t ion of | any o ther person | as M a n a g e r of any Company | regis |
t e red u n d e r th i s Ac t shall be lodged wi th t h e Reg i s t r a r of Dis t r ic t Cour t where in such Company was originally regis tered and such R e g i s t r a r shall t h e r e u p o n proceed to record such removal or subst i t u t i o n .
| 13 . The M a n a g e r of every Company | regis tered unde r th i s Act |
shall keep or cause to be kep t a book or books con ta in ing t h e names in full a n d residence of t h e shareholders an account of t h e n u m b e r of shares held by each of t h e m t h e said shareholders a n d of t h e a m o u n t or a m o u n t s paid the reon and every transfer of a share or por t ion of a share toge ther w i th t he n a m e and residence of t he t ransferee and such hook or books shall a t all t imes be open free of charge for the inspec t ion of credi tors and shareholders and if any Manage r shal l neglect to keep such book or books or shall wilfully falsify any of t h e aforesaid
| pa r t i cu la r s he shall be deemed to be gui l ty of a | misdemeanor . |
1 1 . The a m o u n t of calls which for the t ime be ing may be
unpaid upon any share shall be deemed to be a debt due from the holder of such share to the Company and p a y m e n t thereof m a y be enforced by and in t he n a m e of t he M a n a g e r before any two or more
| Jus t i ces | of t h e | Peace. |
| 15 . The M a n a g e r of every Company registered | unde r | th is | Ac t |
| shall m a k e and publ ish in t h e Government | Gazette | in | t h e m o n t h s of |
| J a n u a r y a n d J u l y respectively in each year a full and correct | account |
of t h e assets and liabili t ies of such Company a n d any Manager who shal l wilfully falsify such accounts shall be deemed to be gui l ty of a misdemeanor .
| 16. | W h e n e v e r any execut ion | issued on a | j u d g m e n t | decree | or |
order in favour of any credi tor in any act ion sui t or o the r legal pro ceeding ins t i tu ted by such credi tor aga ins t any Company regis tered u n d e r th i s Act is r e tu rned unsatisfied ei ther in whole or in pa r t by the person appoin ted to execute the same or whenever any credi tor to w h o m such Company is indebted in a s u m exceeding fifty pounds then due has served on t h e Company a demand unde r his hand requ i r ing t h e Company to pay the s u m so due and t h e Company has for the space of th ree weeks succeeding t h e service of such demand neglected
to pay such s u m or to secure or compound for the same to t h e satisfaction of t h e credi tor such Company shall be deemed to be unab l e to
pay its debts and any such creditor as aforesaid may m a k e appl icat ion
for wind ing u p the Company to t he J u d g e of District Court of the
distr ict where in such Company is regis tered.
17. A n y appl ica t ion for the wind ing u p of a Company regis tered
| u n d e r th is A c t | shall be by pe t i t ion | and the re shall be filed or lodged |
| at t h e t ime when | such pet i t ion is presented an affidavit verifying the |
| same. |
18. U p o n t h e heaving of any petit ion as aforesaid t h e said Judge of Distr ict Cour t m a y dismiss such pet i t ion with or wi thout costs to be paid by the pet i t ioner or he may m a k e an order direct ing the Company by a day to be named in such order to pay or secure pay- men t to t h e pe t i t ioning credi tor of all moneys tha t may be proved to
| be due to h i m toge the r wi th such costs as such | J u d g e | may direct or |
t h e said J u d g e may if he so t h i n k s fit on the hear ing of such peti t ion m a k e an order or decree for wind ing u p the Company forthwith or such other order as to such J u d g e shall appear to be ju s t .
19. I f at t he expi ra t ion of t he t i m e named in such order as
aforesaid such payment is no t made or securi ty given the said J u d g e
| of Dis t r ic t | Cour t | may | t h e r e u p o n | m a k e | an | order | or decree for | w i n d i n g |
up the Company .
| 20. I t shal l be lawful for a major i ty of t h e shareholders be ing no t less t h a n two- th i rds in n u m b e r a n d | value | in | any such | Company |
in genera l m e e t i n g assembled a n d called by fourteen days not ice advert ised in some newspaper publ i shed in t he distr ict to pass special resolut ions r equ i r i ng t h e Company to be wound u p u n d e r t h e pro visions of th i s Ac t and the reupon a pe t i t ion signed by t h e shareholders concur r ing the re in and verified as hereinbefore directed m a y be pre sented by some person who shall be appoin ted a t such m e e t i n g to t he J u d g e of Dis t r ic t Cour t of t h e dis t r ic t where in such Company shall
| be reg is te red and t h e J u d g e m a y if | h e so t h i n k s fit on t h e hea r ing | of |
such pe t i t ion m a k e an order or decree for wind ing up t h e C o m p a n y for thwith or such o ther order as to such J u d g e shall appear to be ju s t .
2 1 . The said J u d g e of District Cour t shall have power to receive
proof of debts a n d t o examine witnesses a n d shal l proceed here in in t he same m a n n e r or as near as m a y be as t h e Chief Commissioner of
| 22. W h e n | the | Judge of Dis t r ic t Cour t shal l m a k e any order |
or decree for wind ing u p any such Company he shal l appoin t a competen t person to act as Official A g e n t the re in and such Official A g e n t shal l have power to collect all debts a n d to sell or dispose of all t h e assets owing a n d belonging to such Company and to enforce paymen t by t he shareholders of t h e amoun t s if any unpa id upon the shares held by t h e m or any of t hem.
23. Al l moneys collected by such Official Agen t shall be dis
| t r i b u t e d by h i m amongs t t h e | credi tors of | t h e Company in | proport ion |
| to the i r several claims a n d if any | ba lance | shall r e m a i n after | all t he |
credi tors shal l have been pa id in full of the i r j u s t demands t h e n such ba lance shall be divided amongs t t h e shareholders of t h e Company in proport ion to the i r respect ive shares there in Provided t h a t such Official A g e n t shall be ent i t led to re ta in for h is own use and in pay men t for h is services a s u m equal to five pounds per c e n t u m upon the
| a m o u n t | so collected by | h im. |
24. I f any such Company shall be wound u p as hereinbefore provided a n d the assets of such Company shall be insufficient to p a y the debts of t h e Company and the costs charges and expenses of wind ing u p t h e same every shareholder shall be liable to con t r ibu te the re to in propor t ion to his in te res t in such Company a n d such cont r ibu t ion
m a y be enforced by a n d in t h e n a m e of
| two or more Jus t i ces of t h e Peace Provided t h a t such con t r ibu t ion | the Official A g e n t before any |
shall in no case be in excess of t h e a m o u n t if any unpa id on t h e shares
held by any such shareholder .
| 25. A t least one m o n t h | before | m a k i n g | such | d is t r ibut ion | t h e |
| Official | A g e n t | shall m a k e and publ i sh in t h e | Government | Gazette | a n d |
| in one or more newspapers publ i shed | and c i rcu la t ing in t h e | distr ict |
where in m i n i n g opera t ions have been carr ied on by such Company a schedule shewing the assets and liabilit ies of t he Company the a m o u n t of moneys collected by h i m and the mode of d i s t r ibu t ion thereof and any such Official A g e n t who shal l knowing ly and wilfully falsify such schedule shal l be deemed to be gui l ty of a misdemeanor and shall be
| dealt w i t h | accordingly. |
| 26. I t | shal l be lawful for any Company regis tered u n d e r | th i s |
Ac t to issue preference shares wi th in t h e l imits of t h e Company ' s nomina l capi ta l for t h e securi ty of and in p a y m e n t of r e n t for any mach ine ry or mater ia l s or bo th which shal l be furnished by a n y person whe the r a m e m b e r of such Company or otherwise for t h e use and benefit of such Company and such preference shares shall be a first charge upon the profits and a first claim upon any effects of t he Com
pany
| p a n y a n d all mach ine ry | a n d | mate r i a l s furnished | as aforesaid | shal l be |
| regis tered | with | full | pa r t i cu la r s | by t h e Reg i s t r a r | of Dis t r ic t | Cour t as |
| t h e | p rope r ty of t h e person | or persons furn ish ing | t h e same | and t h e |
| preference shares issued in tha t behalf | shall t ake pr ior i ty i n t h e order |
| of t h e da te of issue | Provided a lways t h a t n o preference shares | shall |
be issued w i t h o u t t h e consent in wr i t ing of a major i ty i n n u m b e r and va lue of t h e shareholders and all such preference shares shal l be subject to all debts and liabilit ies of the Company at t he date of t he issu ing of such preference shares as aforesaid.
| 27. | A n y mach ine ry | or mater ia ls furnished | and regis tered as |
aforesaid shall no t be levied upon for any debt or liability of t he Company r e n t i n g t h e same b u t any mach ine ry or mater ia ls or b o t h which shall be upon the claim or be used by a Company regis tered u n d e r th i s A c t a n d no t registered as aforesaid m a y be levied upon and
| sold as t h o u g h | i t were t h e proper ty | of the Company. |
28. A n y Company regis tered u n d e r th is A c t shall be empowered
| to mor tgage or give lien u p o n | any p l an t | or mach ine ry | t he p roper ty of |
such Company Provided always t h a t every such m o r t g a g e or lien shall be subject to any and every debt and liabili ty which shall have been incu r red pr ior to a n d r ema in unpa id a t t h e t i m e of t h e Company
| con t rac t ing | such m o r t g a g e | or l ien b u t shall | t ake pr ior i ty | of all l iens |
| given | a n d debts | a n d liabil i t ies | cont rac ted | subsequent ly t he re to and |
| provided fur ther t h a t | al l l iens g iven as aforesaid shall be registered |
| wi th | full | pa r t i cu la r s | by the R e g i s t r a r | of Dis t r ic t | Cour t . |
S C H E D U L E .
| I the undersigned [here insert | Manager's | name] | hereby make application to register |
| [here insert | the name of the Company] | under the provisions of the " Mining | Partnerships |
| Limited | Liability | Act 1861 " and I do solemnly and sincerely declare that the following |
statement is to the best of my belief and knowledge true in every particular namely—
1. The name and style of the Company is
| 2. The place of operations [or intended | operations | as the case may be] is at |
| 3. The nominal capital of the Company is | pounds in |
| shares of | each |
4. The amount already paid up is
| 5. The name [in full] | of the Manager is |
6. The office of the Company is at
| 7. The names [in full] | and several residences of the shareholders and the number |
of shares held by each at this date are as follows :—
| [Here | insert, | complete | list.] |
| Witness to signature— | Manager. |
C. D.