No-liability Mining Companies Act 1881 No 4a (NSW)

No. XXIII.

An Act to incorporate No-liability Mining*

Companies. [31st March, 1881.]

t ive Assembly of N e w South Wales in Pa r l i amen t assembled and by BE it enacted by the Queen ' s Most Exce l len t Majes ty by and wi th t h e advice and consent of t he Legis la t ive Council and Legisla­

t h e au thor i ty of t he same as follows :—

1. Companies m a y be incorporated by regis t ra t ion unde r th is

A c t for m i n i n g purposes on a system to be called " The No-liabil i ty S y s t e m " and every company so incorporated shal l add after t he n a m e

the words " N o Liab i l i ty . "

2. I n order to obtain such regis trat ion it shal l be necessary t h a t t e n per cent , of the subscribed capi ta l shall be paid u p and the re m u s t be lodged in t h e office of the Reg i s t r a r Genera l a m e m o r a n d u m signed by some person as t h e m a n a g e r of such company which shall contain t h e several ma t t e r s and may be in t he form contained in t he Second Schedule here to The said m e m o r a n d u m m u s t be verified by a s ta tu tory

declara t ion of t h e person so s igning as manage r con ta in ing the s tate­

men t s and m a d e in t he form of t h e said Schedule W i t h i n seven days

after the day of such lodgment a copy of t he said m e m o r a n d u m and declarat ion shal l be pub l i shed , in one or more t h a n one newspaper c i rcula t ing in t h e distr ict in which the companies operat ions ai*e being or to be carr ied on a n d a l ike copy shal l be forwarded to the office of t h e Government Gazette for publ ica t ion there in and which on the

proper p a y m e n t be ing made therefor shall accordingly be there in

publ ished As soon after such publ icat ion as t h e same can be done

copies of such newspapers and also of t he said Government Gazette and of any rules proposed to be made by such company shall be for­ warded to t h e office of the said Reg i s t r a r General to be there retained

and filed w i t h t h e said m e m o r a n d u m .

3 . The Regis t ra r Genera l shall keep a Companies regis ter

book to be ent i t led t h e No-liabil i ty Min ing Companies Regis te r Book

and on receipt by h i m of t he said newspapers Government Gazette copies and copy of rules (if any) he shall en ter t h e da te of such receipt and shall wr i te and sign a t t h e foot of t h e copy of t h e m e m o r a n d u m so lodged the words " The above No-liabil i ty M i n i n g Company was regis tered by m e on the day of e ighteen

shareholders .

h u n d r e d	and	by t h e n a m e of	' The
Company No-l iabi l i ty ' "	and upon such	wr i t ing be ing	signed by t h e

R e g i s t r a r General t he said No-liabil i ty Min ing Company shall be

deemed to be registered unde r th i s Act .
4. A certificate in t he form or to t h e effect in t he F i r s t Schedule to this A c t p u r p o r t i n g to be unde r t he h a n d of t h e Reg i s t r a r Genera l (who is hereby required to give such certificate to any person app ly ing for t he same on paymen t of one shil l ing) and which certificate shall describe t h e Government Gazette and copy of the i r respective dates and t h e newspapers by the i r respective names and dates shall be conclusive evidence in all Courts t h a t t he company has been duly regis tered unde r t h e provisions of th is A c t and of the t ime of i ts regis t ra t ion.

5. A n y copy of t h e Government Gazette described in such

certificate as aforesaid shall be prima facie evidence t h a t t he persons named there in as shareholders in any such m i n i n g company are such

6.    U p o n t h e regis t ra t ion t h e persons whose names shal l he con­

ta ined in t h e said m e m o r a n d u m toge ther w i t h such o ther persons as

m a y thereafter f rom t i m e to t i m e become members of t he company

shall be a body corporate by t h e n a m e conta ined in such	m e m o r a n d u m
capable for thwi th of exercising all t h e funct ions of a n	incorporated

company and h a v i n g a pe rpe tua l succession and a c o m m o n seal w i t h

power to hold lands for m i n i n g purposes u n d e r a n y A c t now or here­ after to be in force re la t ing to min ing and be capable of su ing and be ing sued in i ts corporate name .

7. The acceptance of a share in any m i n i n g company registered as aforesaid w h e t h e r by original a l lo tment or by transfer shall no t be deemed a cont rac t on t h e pa r t of t h e person accep t ing t h e same to pay a n y calls in respect thereof or a n y cont r ibu t ion to t h e debts and liabilit ies of t h e company and such person shal l no t be l iable to be sued for any such calls or cont r ibu t ions b u t h e shall n o t be ent i t led to a dividend upon a n y share u p o n which a call shal l be due and unpa id .

8.    A n y share upon which a call shall a t t he expi ra t ion of twen ty -

e ight days after t he day for i ts p a y m e n t he unpa id shall t h e r e u p o n be absolutely forfeited w i thou t any resolut ion of directors or o ther proceeding The share w h e n forfeited shall be sold by publ ic auc t ion advert ised in two issues of a newspaper c i rcula t ing in t he distr ict whe re t he Company ' s m i n e is s i tuated and in two issues of a daily newspaper publ i shed in Sydney t h e las t of such adver t i sements be ing not less t h a n four teen days before t h e day appoin ted for t h e sale and every such adver t i sement shal l s ta te the n u m b e r in t h e company ' s share-list of each share so forfeited a n d t h e proceeds shall be applied in p a y m e n t of t h e call unpa id the reon and of any expenses necessarily incur red in respect of t h e forfeiture a n d t h e balance (if any) shal l be paid to t h e shareholder on his delivering to t h e Company t h e scrip represent ing t h e forfeited share a n d new scrip m a y be issued by t h e directors for such forfeited shares in place of t h e scrip forfeited and cancelled b y t h e sale aforesaid.

9. The procedure upon dissolution and wind ing-up of a company regis tered unde r th i s A c t shall be as follows v i z . : — W h e r e i t is in tended t h a t any such company shall be dissolved i t shall be necessary in t h e first p lace for t he directors thereof to s u m m o n a special m e e t i n g of t h e shareholders of which no t less t h a n fourteen days not ice shall be given in t h e Government Gazette and in one or more daily newspapers (if

any ) c i rcu la t ing in t h e district where t h e company ' s m i n e is s i tua ted

a n d a t such mee t ing n o t less t h a n one- third in n u m b e r and va lue of

t he shareholders shall be represented in person or by p roxy and if a t
such m e e t i n g a major i ty shall decide in favour of	dissolution i t shall

be i n c u m b e n t upon the directors to present a pet i t ion from t h e m a n a g e r

of t h e company to t h e Chief Commissioner of Inso lven t Es ta tes se t t ing

for th t h e facts accompanied b y an affidavit to t h e effect t h a t all t h e l iabili t ies of t he company have been discharged and p ray ing for a dissolution of t h e said company and if no such q u o r u m a t t end such m e e t i n g t h e directors shall be a t l iber ty to present such pe t i t ion as

aforesaid I f such Commissioner shall be satisfied t he rewi th and of t h e

fact t h a t t he r e are no liabilities he m a y m a k e an order t h a t such company shall be dissolved from the da te of such order a n d i t shall be dissolved accordingly A n d he m a y also b y such order direct how t h e assets (if any) of t he said company are to be d is t r ibuted and how all t h e books papers and documen t s connected the rewi th are to be disposed of B u t a n y such order or direction shal l be subject to appeal to t h e Supreme Cour t a t t h e ins tance of any person aggrieved by such order or direction in t h e same m a n n e r as near ly as prac t icable as a n y order or direct ion in insolvency of t h e said Commissioner is now or m a y hereafter be by law subject to appeal .

10. A n y regis tered or unregis te red company formed for min ing purposes previously to t he passing of th i s A c t m a y wi th t h e consent of a major i ty in n u m b e r and va lue of t h e shareholders in such company present in m e e t i n g personal ly or by p roxy and w i t h t h e consent in wr i t ing of all t he creditors (if any) be incorpora ted as a no-liabil i ty m i n i n g company b u t in any such case t h e m e m o r a n d u m hereinbefore requi red by the second clause shall dis t inct ly s ta te t he consent of such major i ty t oge the r w i t h t h e place and date of holding such mee t ing a n d t h e consent in wr i t ing of t he creditors shall be lodged wi th t he

Regis t ra r Genera l t oge the r w i t h such m e m o r a n d u m .

1 1 . On t h e regis t ra t ion of any such company as a no-liabil i ty

m i n i n g company all liabilities of t h e shareholders for calls shall from

thencefor th cease I n t he event of the winding-up of such a company t h e shareholders shall n o t be bound to cont r ibute to t h e debts or l iabil i t ies of t he company contracted after such regis t ra t ion Provided

a lways t h a t no twi ths tand ing such regis t ra t ion any person h a v i n g a n y

c la im or d e m a n d in respect of any cont rac t which shall have been m a d e or happened before such regis t ra t ion shall have the same remedy

as if such regis t ra t ion had not t a k e n place.

12. A n y manage r or agen t of a No-Liabi l i ty Company order ing

goods p l an t and other necessaries for t he purposes of t h e Company shal l do so on paper bear ing the Company ' s n a m e wi th t he word " N o - Liab i l i ty" added toge the r w i th t he word " N o - L i a b i l i t y " inscribed in coloured ink across such order Provided t h a t if goods be ordered otherwise t h a n aforesaid t he person order ing the same shall be person­

al ly l iable.

1 3 . A No-Liabi l i ty Company shal l bo deemed duly registered

u n d e r th i s A c t n o t w i t h s t a n d i n g any error in the n a m e address or occupat ion of a shareholder .

14.    The calls upon shares in every company registered u n d e r th is

A c t shall be m a d e in such t i m e and m a n n e r as they shall be payable on t h e second Wednesday in a m o n t h and on tha t day only Provided t h a t if such W e d n e s d a y is a public holiday they shall be payable on the following day such day n o t be ing less t h a n seven days from t h e day on wh ich t h e call shall be m a d e A not ice shall be p r in ted on the face

of t he	companies scrip s ta t ing t h a t t h a t day is t h e day on which calls
a re payable	W h e n a call shall have been m a d e not ice of t he day

w h e n i t will be payable and of t h e place for p a y m e n t thereof shall be

publ i shed in t h e Government Gazette in a daily newspaper publ ished in Sydney and in one or more papers circulated in t he locali ty where in t he company ' s mine is s i tuated.

15 . W h e n a call shall have been made no subsequent call shall

be m a d e un t i l after t h e expira t ion of four teen	days from	t h e day w h e n
the call so m a d e shall be payable .

16. The major i ty in n u m b e r and value of t h e shareholders in

a n y no-l iabi l i ty company may from t i m e to t ime after incorporat ion

m a k e a n d a l te r rules for t he appo in tmen t or election of directors

audi tors and o ther officers of such company for r egu la t ing t h e power and dut ies of such directors and officers for t he conduct of t h e business a t meet ings of t h e Board of Directors and general ly for t he m a n a g e ­

m e n t and purposes of	t h e company no t inconsis tent wi th th is A c t and
such rules shal l be b ind ing on t h e company	A copy of every rule
m a d e or al tered b y a no-liabil i ty company shall	immedia te ly after t he

m a k i n g or a l te r ing thereof be filed a t t he Reg is t ra r General 's Office.

1 7 . Eve ry company registered under th is A c t shal l have a

registered office s i tuate in th is Colony to wh ich all communica t ions a n d notices m a y be addressed and service of any not ice or of any wr i t declarat ion p la in t J u d g e ' s order or o ther proceeding or process whatso­ ever in any act ion sui t or proceeding a t such office shall be deemed to

be

be service u p o n t h e company and if a n y company shal l carry on business w i t h o u t h a v i n g such an office t h e manage r thereof shall be liable to a pena l ty no t exceeding five pounds for every day du r ing which business shall be so carr ied on.

18 . Al l companies registered u n d e r th is A c t shall be subjec t

t o t h e following clauses of t h e Companies A c t th i r ty - seven th Victor ia

n u m b e r n ine teen so far as t hey a re appl icable the re to n u m b e r s e ighteen

s ix ty-nine seventy e ighty-one to n ine ty - th ree bo th inclusive.

S C H E D U L E S .

F I R S T S C H E D U L E .

T H I S is to certify t h a t a M i n i n g Company called " T h e Company No- l i ab i l i ty"

has been duly regis tered by vi r tue of	the No-l iabi l i ty Min ing Companies Act incorporated
a memorandum	p u r s u a n t to the said Act having been duly lodged in t he office of t h e

Reg i s t r a r Genera l and publ ished in t he Government Gazette of t he day of

and in t he newspaper of t h e day of

[if any other newspaper mention it] and copies of t he said Government

Gazette and newspaper [if a copy of rules has been forwarded add also a copy of proposed

rules of the Company] have been duly forwarded to t he said office.

Given under my hand th is day of

A . B

Reg i s t r a r Genera l .

S E C O N D S C H E D U L E .

I T H E unders igned hereby m a k e applicat ion to reg is te r [here insert the name of the

Company] as a No-liabil i ty Min ing Company u n d e r t h e provisions of t he " No-l iabi l i ty

Min ing Companies Act of 1881 " —

(1.) The name of t he Company is to be
(2.) The place of opera t ions [or in tended opera t ions] is a t
(3.) The regis tered office of t he Company will be s i tua ted a t

(4.) The value of t he Company 's p l a n t and machinery is

(5.) The Company 's mine consists of acres held u n d e r [here inser t n a t u r e

of Company 's t i t le.]

(6.) The amoun t of money a t t he Company ' s credi t is and t h e to ta l

l iability of t he Company is

(7.) The nominal capital of t h e Company is £ in shares of

each of which are paid u p to each and a r e

cont r ibut ing shares to t he ex ten t of	each.
(8.)	The n u m b e r of con t r ibu t ing shares subscribed for is

(9.) The name of the manager is

(10.) The names and addresses and occupat ions of t h e shareholders and the

number of shares dis t inguishing t h e con t r ibu t ing from the non-cont r ibu t ing

shares held by each a t th is da te a re as below. [Here insert names &c. of shareholders.]

(11.) Ten per cent, of t he subscribed capi ta l has been duly paid u p .

(12.) The only cont rac ts en te red into on behalf of th is Company are those of

which the par t icu la rs a re s ta ted he reunder .

A. B.
Manager .

D a t e d this day of 18

W i t n e s s to s igna tu re C D .

I A . B . do solemnly and sincerely declare tha t—

(1.) I am the manage r of the said in tended Company.

(2.) The above s t a t emen t is to t he best of my belief and knowledge t r u e in every

par t icular .

And I make this solemn declara t ion conscientiously believing t h e same to be t r u e and by virtue of t h e provisions of an Act made and passed in t he n in th year of t he re ign of H e r p r e sen t Majes ty in t i t u l ed " An Act for the more effectual abolition of oaths and affirmations taken and made in various Departments of the Government of New South Wales and to substitute Declarations in lieu thereof and for the suppression of voluntary

and extra-judicial oaths and affidavits."

Taken before m e —

J . P .

N o . X X I V .