Reconstructed Companies Act 1894 (NSW)

No. XXV.

An Act to facilitate the carrying out the Reconstruction Schemes of certain Com­ panies, [5th June, 1894.]

and such recons t ruc t ion has in t he case of those companies which W H E R E A S each of t he several companies named in t he first co lumn of t he Schedule to this A c t has been recons t ruc ted ,

were incorporated by or u n d e r the provisions of an A c t e i ther of t h e Colony of N e w South W a l e s or Victor ia been sanct ioned by a n order of t he Sup reme Cour t of such Colony, and in the case of those companies which were incorporated by or unde r t he provisions of a n Ac t of t he Un i t ed K i n g d o m or Roya l Char te r by an order of a Cour t of competen t jur isdict ion in t he U n i t e d K i n g d o m , shor t par t icu lars of which several orders are set for th in the second co lumn of t he Schedule to th is Ac t opposite t he names of t he companies to which t hey app ly : A n d whereas each of the companies so reconst ructed is now incorpora ted unde r t he Ac t specified in t he th i rd co lumn of the Schedule to th i s Act , opposite t he n a m e of t h e company , and is car ry ing on business in t h e Colony of N e w Sou th W a l e s unde r the n a m e in t h e fou r th co lumn of t h e said Schedule

p r in ted opposite its old n a m e : A n d whereas i t is expedient to

facil i tate t h e ca r ry ing out of t he recons t ruc t ion of such companies and of o ther reconst ructed companies and corporations in the way a n d to t he ex ten t hereinafter appear ing : Be it therefore enac ted b y t h e Queen ' s Most Exce l l en t Majesty , by and wi th t he advice and consent of t he Legislat ive Council and Legis la t ive Assembly of N e w South W a l e s in P a r l i a m e n t assembled, and by the au tho r i t y of t h e same, as fo l lows:—

1. This Act m a y be cited as the " Recons t ruc ted Companies

Act , 1894 . "

2. I n this Act where not inconsis tent w i th t h e c o n t e x t —

" N e w Company " means the company formed by recons t ruc t ion

of a pre-exis t ing company.

" Old Company " means t he pre-exis t ing company which has been

in N e w South W a l e s of each of t h e old companies ment ioned in t he Schedule to th i s A c t vested in or be longing to or held in t rus t for or on behalf of such company a t t he date of t he order of cour t sanct ioning its recons t ruc t ion not expressly excepted by such order from pass ing to t he new company, and which shal l no t previously to t he pass ing of th is A c t have been conveyed, t ransferred, released, or otherwise assured by the old company to which such proper ty originally belonged shall , w i thou t any conveyance, ass ignment , transfer, assurance, appl icat ion, or o ther i n s t rumen t , and wi thout p a y m e n t of any fees or dut ies wha t ­ soever, vest in, pass to, and become absolute ly t he p roper ty of t he new company, whose n a m e appears in the fourth column of t he said Schedule, opposite the n a m e of the old company , to which such proper ty

recons t ruc ted .

" P r o p e r t y " means real and personal proper ty of every descript ion, inc lud ing uncalled capi tal , and all interest , claims, and r igh t s in, to , and out of p roper ty real and personal, and inc lud ing obligations and th ings in action, also any r igh t or claim against any person, and any other r i gh t or in teres t .

3 . I m m e d i a t e l y upon the pass ing of this A c t all t he p roper ty

proper ty originally belonged, so tha t such new company shall there­ upon become and be deemed to be the owner, registered owner, registered proprietor , or person entit led, c la iming, interested, or affected in t he place and stead of t he old company, for all t he estate, r ight , t i t le , interest , claim, and demand which the old company had there in at the da te of such order, subject, nevertheless , to t he equit ies (if any) affecting such proper ty , and to the t e rms of any contract , agreement , or o ther deal ing duly executed, made , or entered into wi th respect 1o such proper ty since t he date of such order.

4 Al l mor tgages , liens, securi t ies, bonds, guaran tees , agree­

men t s , contracts , deeds, documents , i n s t rumen t s , and wr i t ings whatso­ ever, re la t ing to any real or personal p roper ty or affecting any r igh ts or interests there in or g iv ing any r igh t or remedy to or agains t any person not expressly excepted from the operat ion of this Ac t , and in which the n a m e of any of t he old companies appears , and which were in existence a t the date of such order as aforesaid, and have not, previously to t he passing of this Act , been released, discharged, con­ veyed, assigned, t ransferred, or otherwise assured by the old company, to which the same originally belonged, shall, immedia te ly upon the passing of th is Act , he read and construed as if t he n a m e of the new company formed by reconstruct ion of t he old company appeared there in as on and from the date of t he incorporat ion of such new company ins tead of t he n a m e of the old company, and shall operate and t ake effect accordingly : Provided t h a t any debtor of t he old company shall be ent i t led to set off any debt against t he new company, which, b u t for t he passing of this Act , he would have been enti t led to set off agains t t he old company.

5. Al l actions, demands , caveats , notices, or other proceedings commenced, made , entered, or given by or on behalf of or agains t , or to any of the old companies previously to the passing of th i s A c t may be prosecuted, acted upon, or otherwise dealt wi th , by and in t he n a m e of, or against the new company formed by recons t ruc t ion of the old company, as if such act ions, demands , caveats , notices, and proceedings had been commenced, made , entered, given, by, to, or on behalf of, or against , or to t he new company, and the benefit or b u r d e n of a n y decree, j u d g m e n t , order, verdict , award, demand, caveat, notice, or proceeding to which any such old company was ent i t led or subject a t t he passing of th is Act , shall enure to or be b ind ing upon the new c o m p a n y accordingly as from the da te of the incorporat ion of such new company as aforesaid.

6. The ledgers, day-books, cash-books, and o ther account-books of t he old company pass ing to t h e new company unde r this Ac t , be ing a B a n k in accordance; w i th t he in te rpre ta t ion clause of t he " Banke r s ' Books Evidence Ac t , 1 8 9 1 , " shall be held to be Banker s ' Books wi th in the provisions of the " B a n k e r s ' Books Evidence Act , 1 8 9 1 , " or any s t a tu to ry modification thereof, and for t he purposes of t h a t A c t to be and to have always been the ledgers , day-books, cash-books, and o the r account-books of t he new company .

7. The Governor- in-Gounci l m a y from t ime to t ime, on the

recommendat ion of t he j u d g e s i t t ing in equi ty, by proclamat ion unde r

his hand , and publ i shed in t he N e w South W a l e s Government Gazette

declare t h a t t h e provisions of th i s Act shall apply to any recons t ruc ted company or corporat ion named in such proclamat ion from a date to be the re in specified. The word " c o m p a n y " in this section shall include a company or society formed by the recons t ruc t ion of any society registered unde r the " F r i end ly Societies Ac t of 1873.'"'

The

THE SCHEDULE.

Reconstructed Companies.

r^n r* Sanctioning Order, Court, . . AT r̂

T

Old Company. r , • j j . * Incorporating Act. JNew Company.

• making, and date of. i s i J

The Commercial Banli Supreme Court of the The Act of the Lcgis- The Commercial Bank

of Australia (Lim-	Colony of Victoria,	lature of Victoria.	of Australia (Lim-
ited).	26th April, 1893.	cited and known	ited).
as the Companies- Act, 1890.

The National Bank oi Supreme Court of the The Act of the Legis- The National Bank

Australasia. Colony of Victoria, lature of Victoria, of A u s t r a l a s i a

2nd June, 1893.	cited and known	(Limited),
as the Companies Act, 1890.

Goldsbrough, Mori Supreme Court of the The Act of the Lcgis- Goldsbrough, Mort,

and Company (Lim- Colony of Victoria. lature of Victoria. and C o m p a n y

iled).	22ndAugust, 1893.	cited and known	(Limited).
as the Companies Act, 1S90.

The High Court of
Justice in England,

23rd August, 1893.

The London Chartered The High Court of C o m p a n i e s A c t s The London Bank of

Bank of Australia.	Justice in England.	(England) 1862 to	Australia	(Limi-
3rd August, 1893.	1S90.	ted).

The English, Scottish. The High Court of C o m p a n i e s A c t s ThcEnglish,Scottish,

a n d A u s t r a l i a n Justice in England (England) 1862 to and A u s t r a l i a n

Chartered Bank. 1st July, 1893. 1890. Bank (Limited).

T h e C o m m e r c i a l Supreme Court of The Act of the Legis- The C o m m e r c i a l

Banking Company New South Wales, l a t u r e of N e w Banking Company

of Sydney.	16th June, 1893.	South Wales, cited	of Sydney (Lim-
and known as the	ited).
Companies Act.

The Australian Joint Supreme Court of1 The Act of the Legis- The Australian Joint

Stock Bank. New South Wales,! l a t u r e of N e w Stock Bank (Lhn-

15th June, 1893.	South Wales, cited	ited).
and known as the Companies Act.

,