Registration of Firms Act of 1942 (6 Geo Vi No. 24) (Qld)

MERCANTILE LAW. 6 GEO. VI. No. 24, 1942. Regi8tration of Firm8 Act.189 An Act to Consolidate and Amend the Law relating 6; ~ .o2~I. to the Registration of Firms, and for other REGliT~TION OF FIRMS ACT purposes. OF 1942. [ASSENTED TO 19TH NOVEMBER, 1942.] 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:- 1. This Act may be cited as "The Registration of Short title Firms Act of 1942," and shall, except as otherwise and herein provided, come into operation on the first day of:=.ence. .January, one thousand nine hundred and forty-three. 2. Subject to the provisions hereinafter contained, Repeal of the *" The Registration of Firms Act of 1902" and t" The ~ ~ ~ ~ o~ d; ; . r R e e p g e i a st 1 r e a d ti : on of Firms Act Amendment Act of 1912" are N 3 anoGd. , e 2 o 7 . . V. Provided that, but without prejudice to t" The Savings. Acts Shortening Acts "- (i.) Every notice registered under the repealed Acts or either of them and in force at the coming into operation of this Act shall, subject as hereinafter provided, continue in force for the same period and to the same extent as if this Act had not come into operation, and for that purpose shall be deemed to be a notice duly given and registered under this Act and shall be read and construed subject to this Act. If any notice hereinbefore referred to in this paragraph registered a firm under a firm name which included any abbreviation of the word "company," or of the word "and" or of the word" brothers," such firm name shall, on and after the commencement of this Act, be deemed to include, in lieu of the abbreviated form of such word, such word * 2 E. 7 No. 12. See v. 6, p. 372. 'I 3 G. 5 No. 27. See v. 6, p. 380. t 31 V, No. 6. See v. 1, p. 56.

190 MERCANTILE LAW. Registration of Firms Act. 6 GEO. VI. No. 24, in full and the registrar shall make any necessary alteratio.n in the register o.f firms and in such no.tice acco.rdingly : Pro.vided that no.thing in this paragraph shall co.mpel o.r be deemed to. co.mpel the registrar to. renew under this Act the registratio.n o.f a firm registered under the repealed Acts in any case where registratio.n wo.uld no.t be granted if applied fo.r under this Act in the first instance ; (ii.) Any right o.f actio.n o.r po.wer o.f pro.secutio.n had by o.r against I;t firm registered under the repealed Acts o.r either o.f them at the co.mmencement o.f this Act shall co.ntinue to. be had and may be enfo.rced as if this Act had no.t co.me into. o.peratio.n ; (iii.) All penalties incurred under the repealed Acts o.r either o.f them befo.re the co.ming into o.peratio.n o.f this Act shall be enfo.rceable and may be enfo.rced as if this Act had no.t co.me into. o.peratio.n; (iv.) The perso.n in o.ffice as principal registrar and all perso.ns in o.ffice as registrars under the repealed Acts o.r either o.f them at the co.mmencement o.f this Act shall, subject to. this Act, co.ntinue as principal registrar and registrars acco.rdingly witho.ut any further o.r o.ther appo.intment : . Pro.vided that any perso.n in o.ffice as a registrar hut who. has no.t been assigned to. a district shall, subject to. this Act, so. co.ntinue in o.ffice as a registrar appo.inted generally under this Act; (v.) Any register and/o.r index o.f firms fo.r the who.le o.f Queensland purpo.rting to. have been made and kept by the principal registrar under the repealed Acts and any register and/o.r index (purpo.rting to. have been made by any registrar) o.f firms registered by him shall respectively be deemed to. be registers and/o.r indices under and fo.r the purpo.ses o.f this Act until the principal registrar o.r such registrar, as the case may be, makes a fresh register and/o.r index as prescribed by this Act;

1942. MERCANTILE LAW. Registration of Firms Act. 191 (vi.) Until forms are prescribed under this Act every form prescribed by the repealed Acts or either of them shall continue to be applicable for the purpose for which it was so prescribed to the same extent and in the same manner as if such form were duly prescribed under this Act. 3. In this Act, unless the context otherwise Meanings of indicates or requires, the following terms have the terms. meanings respectively assigned to them, that is to say:- " Business "-Any business, trade, or profession; Business. " District "-The district assigned to a registrar District. under or in pursuance of this Act; " Firm "-Any person or corporation individually Firm. or an unincorporated body of two or more persons or one or more persons and one or more corporations or two or more corporations in association or partnership carrying on business or having any place of business in Queensland under any firm name: the term does not include any body corporate, whether incorporated in accordance with the laws of Queensland or elsewhere than in Queensland, which carries on business in Queensland solely under its corporate name; " Firm-name "-A name or style under which Firm-name. a business is carried on or a place of business is opened, and which does not consist solely of the surname (together with his christian name or names or the initials thereof) of the person or the corporate name of the body corporate individually carrying on the business or having the place of business, or solely of the surnames (together with the respective christian name or names or the respective initials thereof) of all the persons and/or the corporate names of all the bodies corporate in association or partnership carrying on the business or having the place of business ; " Prescribed "-Prescribed by this Act or by Prescribed. any regulation hereunder; " Registered "-Registered under this Act; Registered_

192 MERCANTIIjE LAW. Registration of Firms Act. 6 GEO. VI. No. 24, Registcar. " Registrar "-The principal registrar and any registrar of firms appointed under this Act; This Act. " This Act "-This Act and all regulations made or purporting to have been made hereunder. Appoint. ment of registrars, &c. 4. (1.) The Governor in Council may from time to time appoint a principal registrar and so many registrars and other officers as may be necessary for the effectual execution of this Act. (2.) Any registrar may be so appointed either generally or a district may be assigned to him by the Governor in Council. Clerk of (3.) Unless the Governor in Council otherwise speeststiyons directs in his case, every clerk of petty sessions, other ex officio than the clerk of petty sessions at Brisbane, shall be hreigs ipsetrtatryfor and be deemed to be a registrar duly appointed under sessions this Act for his respective petty sessions district. district. If two or more persons hold office as clerks of petty sessions in the same petty sessions district, each such clerk of petty sessions shall be and be deemed to be a registrar duly appointed under this Act for such petty sessions district unless and until the Governor in Council directs otherwise. (4.) Any notice required by this Act to be delivered to the registrar may, except as otherwise provided in subsection two of section eight or subsection one of section nine hereof, be delivered to- (i.) The principal registrar; or (ii.) A registrar appointed under this Act by the Governor in Council and not assigned to a district; or (iii.) In the case of a firm carrying on business or having a place or places of business solely within a petty sessions district (other than the petty sessions district of Brisbane) a clerk of petty sessions who is a registrar for such district; or (iv.) In the case of a firm carrying on business or having a place or places of business in more than one petty sessions district (but not having its principal place of business in the petty sessions district of Brisbane) a clerk of petty sessions who is a registrar for the petty sessions district in which such firm has its principal place of business.

1942. MERCANTILE LAW. Registration of Firms Act. 193 5. (1.) Every firm shall- Duty of firm (i.) Register 'itself under this Act before it to register. commences business or has a place of business in Queensland; and (ii.) Keep itself registered under this Act at all times during which it carries on business or has a place of business in Queensland. (2.) If any firm- Penalty for . failure to (i.) Commences or carries on business or has a register. place of business in Queensland before it is registered under this Act; or (ti.) Commences or carries on business or has a place of business in Queensland at any time when it is not registered under this Act, every person or body corporate who or which is a member of such firm shall be guilty of an offence and liable to a penalty of not less than two pounds nor more than fifty pounds. 6. (1.) Application for the registration or the Application renewal of the registration of a firm shall be made bY:;istration. delivering to the registrar a notice in. writing in the prescribed form or to the like effect, which notice shall contain all particulars prescribed, be signed or acknowledged and attested in the manner prescribed, and be accompanied by a fee of five shillings. (2.) When a firm is registered under this Act in Pe~ iod for any calendar year such registration shall, subject to w~ c~ ti this Act, continue in force until and including the thirty- :~ i~ n first day of January of the next succeeding calendar force. year, but such registration shall expire on such last- mentioned date unless it is renewed by the delivery on or before such last-mentioned date of a notice as prescribed by subsection one of this section applying for the renewal thereof. (3.) When the registration of a firm is renewedpe~odfor under this Act in any calendar year such renewed : ~:! al of registration shall, subject to this Act, continue in force regis~ rat~ on until and including the thirty-first day of January of~ ~ m the next succeeding calendar year, but such renewed registration shall expire on such last-mentioned date unless registration of such firm is again renewed by the G

194 MERCANTILE LAW. Regi8tration of FirmB Act. 6 GEO. VI. No. 24, delivery on or before such last-mentioned date of a notice as prescribed by subsection one of this section applying for the renewal thereof. !:= P~ ~ a1ty for ( 4.) (a) If a firm which was registered, or the to registration of which. was renewed, ~ : Q. d~ r this Act i!l registration. any calendar year falls to make applicatIOn under thIS Act on or before the thirty-first day of January of the next succeeding year for the renewal or further renewal of such registration then every person or corporate body who or which is registered as a member of such firm on such last-mentioned date shall be guilty of an offence and liable to a penalty of not less than two pounds nor more than fifty pounds. Defence to (b) (i.) It shall be a defence to a charge of an offence ~ ! T[ ! ; ~~ against this subsection against a defendant who has renew retired from the firm in the manner next hereinafter registration. set out to prove that owing to a change occurring in the constitution of membership of the firm concerned on or before the said thirty-first day of January the defendant retired from such firm and that a notice of such change in constitution was duly delivered to the registrar under and in pursuance of section seven of this Act. (ii.) It shall be a defence to a charge of an offence against"this subsection to prove that the firm concerned was dissolved or ceased business under its registered firm-name without changing its firm-name on or before the said thirty-first day of January and that a notice of such dissolution or that such firm had ceased business under such firm-name was duly delivered to the registrar under and in pursuance of section nine of this Act. Liability to (c) Except as provided in paragraph (b) of this ~ ~ ~ ! Yn~ ~ in subsection it shall not be a defence for a person or fact member corporate body registered as a member of a firm on the 8f firm. thirty-first day of January of a calendar year and charged with a breach of this subsection to prove that he or it was not in fact a member of such firm on such date. Chan~e it?- 7. (1.) When and so often as a change occurs in ocof nfisrtmltuttolObne the constitution of membership of a registered firm ' registered. such firm shall, within fourteen days after such change, deliver to the registrar a notice thereof in the form prescribed or to the like effect, which notice shall contain the particulars prescribed, be signed or acknowledged and attested in the manner prescribed, and be accompanied by a fee of two shillings and six pence.

1942. MERCANTILE LAW. Regi8tration of Firms Act. 195 (2.) If any firm fails to comply with subsection onepenaityfor of this section every person or body corporate who or fail~ to which was registered as a member of such firm ~~g: in immediately prior to the reconstitution thereof and every o~ ~ tution ;person or body corporate who or which becomes a 0 • member of such firm as reconstituted shall be guilty of an offence and liable to a penalty of not less than two pounds nor more than fifty pounds. (3.) If such change occurs by reason of the death of the sole member of a registered firm, his legal personal representative shall comply with this section within fourteen days after becoming such legal personal representative, and shall be liable to the penalty prescribed by this section if he fails' so to do. 8. (1.) When and so often as a registered firm Change, &0., oofpebnussm' a esnsew. f ropmlacoeneofprbemusI . isneessst, 0 oarnorethmeorvepsremitIs. seps, lacoer f ibn i u rm sI?ml t a o eosebseooff ceases business at any place, the firm shall within registered. fourteen days thereafter deliver to the registrar a notice in writing in the form pr~ scribed or to the like effect of such fact, which notice shall contain the particulars prescribed, be signed or acknowledged and attested in the manner prescribed, and be accompanied by a fee of two shillings and six pence. (2.) In case of the removal of any place of business of a firm from one petty sessions district (other than the petty sessions district of Brisbane) to another petty sessions district, the notice prescribed by subsection one of this section shall be delivered to--- (i.) The principal registrar; or (ii.) A registrar appointed under this Act by the Governor in Council and not assigned to a district; or (iii.) A clerk of petty sessions who is a registrar for the district in which the firm cpncerned had its principal place of business immediately prior to such removal, otherwise such firm shall not comply with this Act and shall be liable accordingly. (3.) If any firm fails to comply with subsection one r~t~ for of this section every person or body corporate who or re~ r 0 which was registered as a member of such firm upon 0t::efin the date when it opened a new place of business, or busin!s.

196 MERCANTILE LAW. Registration of Firms Act. 6 GEO. VI. No. 24, removed its place of business from one premises to another premises, or ceased business at any place, as the case may be, shall be guilty of an offence and liable to a penalty of not less than two pounds nor more than fifty pounds. Dissolution 9. (1.) When and so often as a registered firm is of ~ ~ be dissolved, whether by mutual consent or by operation regIs ere. of law or otherwise, or ceases business under its registered firm-name without changing its firm-name, a notice of such fact in the form prescribed or to the like effect (which notice shall contain the particulars prescribed, be signed or acknowledged and attested in the manner prescribed, and be accompanied by a fee of two shillings and six pence) shall, within fourteen days after such dissolution or so ceasing business, be delivered to- (i.) The principal registrar; or (ii.) A registrar appointed under this Act by the Governor in Council and not assigned to a district; or (iii.) A clerk of petty sessions who is a registrar for the district in which such firm had its principal place of business immediately prior to its dissolution or ceasing business. Penalty for failure to register dissolution of firm. (2.) Every person or body corporate who or which was registered as a member of such firm upon the date when it was so dissolved or so ceased business, as the case may be, shall be severally liable to comply with subsection one of this section, and on failure to comply therewith shall each be guilty of an offence and liable to a penalty of not less than two pounds nor more than fifty pounds. (3.) If such dissolution occurs or the business ceases by reason of the death of the sole member of a registered firm, .his legal personal representative shall comply with this section within fourteen days after becoming such legal personal representative and shall be liable to the penalty prescribed by this section if he fails so to do. Firm·name 10. (1.) No firm shall commence or carry on business innoctlutode or open a place of business in Queensland or be word registered under a firm-name including as part thereof " Limited." the word " Limited" or any contraction of such word.

1942. MERCANTILE LAW. Regi8tration of Firms Act. 197 (2.) W --- h - e -- r - e -- a -- f - i - r -- m -- --- c -- o -- n -- s " i -- s - t - s ""- o -- f -- t -- w --- o ,- , o -- r -- m - - o - - r - e -- i - n .- d -- iv -- i . d -- u -- a - l -- s ") P } a t rt t n o ership or one or more individuals and one or more bodies Z:gister corporate or two or more bodies corporate, _EluchfirJIl un~er .n~ e sh. ~ lLpotbe. registere? : und~ r~ ~ , firm-mtme..9()IllPJised of ~ e: : ~ ~ dual ! li. ~_ ! ! ! 1p: 1~ (whether wIth 'or without the addition of any christian name or names or initial or initials) ~{ ) f any person who is a member ther~~f. (3.) Unless with the sanction ofthe principal registrar, Fi~ not to no firm shall be registered under a firm-name identical :!er with or nearly resembling the firm-name of any registered firm·name firm or the name of any body corporate registered in : ! ~~ : !red" Queensland or which carries on business or has a place &0. of business established in Queensland. (4.) No firm shall be registered under a firm-name which includes any of the following words, namely ~ "Royal," "King," "Queen," "Crown," "Imperial,''' " Empire," " Commonwealth," " State," or " Municipal," or any word in the opinion of the principal registrar signifying Royal or Government support or patronage, or any word or matter in the opinion of the principal registrar used in such a manner as would imply,. or be likely to imply, that such firm is or will be wholly or partly authorised or supported by or connected with any of His Majesty's dominions unless consent has been given to the use of such firm-name by the Governor in Council or by Royal Charter. (5.) (a) No firm shall be registered under a firm-name which includes any of the following words, or combina- tions of words, namely: "saving," " savings," " savings bank," " savings institution," " savings depart- ment," " savings section," " bank," " banker," " banking company," "banking house," "banking association," " banking institution," " trust," " trustee," " guarantee," " fidelity," " chamber of commerce," " building society," or " corporation," or any word or combination of words of like import, or any abbreviation of any such word or combination of words. (b) No firm shall use any word or combination of words mentioned in paragraph (a) of this subsection as a description of or in connection with the business or any department, section, or other part of the business of such firm.

198 MERCANTILE LAW. Regi8tration of Firm8 Act.6 GEO. VI. No. 24, (6. ) Notwithstanding the provisions of subsections four and five of this section, a firm may be registered under a firm-name comprising as part thereof the surname of any member thereof if the principal registrar is satisfied that such name is the true name of such member and that such firm-name is not intended to contravene any provision of the said subsections four and five. (7.) No firm shall be registered under a firm-name which includes any abbreviation of the word" company" or of the word " and " or of the word " brothers." A registrar shall not refuse to register a firm solely because the firm-name under which registration is applied for includes any abbreviation of any word hereinbefore in this subsection referred to, but in every such case such firm-name shall be deemed to include in lieu of the abbreviated form of any. such word such word in full and the applicant firrri shall be registered accordingly. (8.) No body claiming to be a body corporate shall be entitled to be registered as a firm or as a member of a firm unless and until the principal registrar is satisfied that it is duly incorporated. (9.) No appeal shall lie from any decision made by the principal registrar pursuant to any power conferred upon him by this section. )fisleading 11. No firm shall register under any firm-name :'!,ceptable which in the opinion of the principal registrar- firm-names. (i.) Is offensive or blasphemous, or likely to mislead the public as to the identity of such firm or as to the nature of its business; or (ii.) Indicates or implies that the business carried on or proposed to be carried on is connected with gambling, fortune-telling, astrology, marriage agency, or any occupation which is unlawful or contrary to public policy. Provision AS to 12. (1.) If any member or proposed member of registration a firm applying for registration or registration of a change omfemmibneorr as in constitution of membership under this Act is a minor of firm. he shall be so described in the relevant form prescribed ' by this Act in relation to such application and, in addition to the other particulars required by this Act to be contained in such form, the date of birth of such minor shall be set forth therein.

1942. MERCANTILE LAW. Regi8tration of Firms .Act. 199 (2.) If a firm, any member or proposed member ofratnalt~ ot which is a minor, applies for registration or registration oom~ y with of a change in constitution of membership and fails to provisic;ln . describe such member as a minor and to set forth the:::m g date of his birth in the prescribed form of application, every person or body corporate who is or applies for registration as a member of such firm shall be guilty of an offence and liable to a penalty of not more than thirty pounds. 13. (1.) No registered firm shall change its firm- Firm ~o name unless and until it has registered under this Act :;r:= 01 as a new firm. name, Application for regist:r:ation as a new firm by any firm changing its firm-name shall be made in the form and in the manner prescribed by section six of this Act, with the following addition to be inserted before the attestation, namely :- And take further notice that the firm now registering is constituted by the same member [or, if more than one, members] who heretofore carried on business under the registered firm-name of which is abandoned. (2.) If any registered firm commences or carries on P,:nalty tot' business or opens or has a place of business in Queensland ~ ' : ; s~ r under a changed firm-name at any time before it 'is on ohange 01 registered under this Act as a new firm, every person or name. body corporate who or which is registered as a member of such firm shall be guilty of an offence and liable to a penalty of not less than two pounds nor more than fifty pounds. 14. (1.) No firm registered under this Act under Registel'ed any firm-name shall commence or carry on business or firmhib'ted open or have a place of business in Queensland under any r:m 1 :J:: other firm-name unless and until it is registered under 0b8 n;Yin g O&D this Act under such other firm-name as a separate and ss; c" distinct firm. fuinrmre- gniasmteer'e.d (2.) If any firm registered under this Act commences Pen8~t1fot' or carries on business or opens or has a place of business b=! on . in Queensland under any firm-name other than its under, registered firm-name at any time when it is not registered ~ =d under this Act as a separate and distinct firm under such other firm-name, every person or body corporate who or

200 MERCANTILE LAW. Registration of Firms Act. 6 GEO. VI. No. 24, which is registered under this Act as a member thereof shall be guilty of an offence and liable to a penalty of not more than fifty pounds. Du~ of 15. (1.) When a notice is delivered to a registrar ~ tr: : 8pect under and in accordance with this Act he shall as soon to notices as may be- :r! ~ered to (i.) Satisfy himself that the requirements of this Act have been complied with in respect of such notice and of the firm to which it relates; (ii.) In the case of a notice applying for the registration of a firm or the re-registration of a firm which is changing its firm-name, if he is so satisfied, refer such notice to the principal registrar for his approval of the registration thereof; (iii.) In the case of any other such notice, if he is so satisfied, or, in the case of a notice mentioned in paragraph (ii.) hereof, if the. principal registrar approves, register same; (iv.) If he is not so satisfied or if the principal registrar refuses his approval, send by post or deliver to the firm concerned a notification of his refusal to register such notice. (2.) Where default is made in delivering any notice to a registrar under and in accordance with this Act within the time prescribed, such notice may, subject to this Act, be registered notwithstanding such default. Registration as hereinbefore in this subsection provided of a notice applying for the renewal of the registration of a firm shall be deemed to renew the registration of such firm as and from the due date of l'enewal: Provided that it shall not be a defence for any person or body corporate charged with such default to prove such registration. (3.) When the registrar registers a notice he shall without further fee send by post or deliver to the firm {Joncerned a certificate of such registration: Provided that where this Act provIdes that a notice shall be accompanied by a prescribed fee, nothing herein contained shall compel or be deemed to compel the registrar to register any notice not accompanied by .such fee.

1942. MERCANTILE LAW. Registration of Firms Act. 201 (4.) Any notice mentioned in this Act shall be When notice deemed to be delivered to the registrar upon the receipt ~ : ~ : ! tto: by him of a prepaid letter addressed to him and registrar. containing such notice, or if the firm responsible for delivering such notice produces the proper receipt from a post office for a prepaid registered letter addressed to the registrar concerned and containing: sllch notice. 16. (1.) Save as hereinafter provided in this Signatlln'r section- n & c o . t ~ l o c f ~ (i.) Every notice delivered to the registrar under this Act, except a notice of a change in the constitution of membership of a firm, shall be signed by the person individually constituting the firm or by all the members of the firm,. as the case may be; and (ii.) Every such notice of a change in the constitution of membership of a firm, shall be signed by every person who was a member of such firm immediately prior to the reconstitution thereof and by every person who becomes a member of such firm as reconstituted. A body corporate shall be deemed to comply with the foregoing provisions of this section if such notice is signed or acknowledged on its behalf by its manager,. secretary or other governing officer, by whatever name called. (2.) Every signature or acknowledgment referred to in subsection one of this section shall be attested, if in the Commonwealth of Australia or the Dominion of New Zealand, by and before any of the following persons, namely: a postmaster or postmistress, or person in charge of a post office, a permanent officer of the Post- master-General's Department, a police, stipendiary, or special magistrate of the Commonwealth or of a State" or of the Dominion of New Zealand, a justice of the peace, a barrister or solicitor, a State school head-teacher, a member of the police force of the Commonwealth or of a State, or of the Dominion of New Zealand, a legally qualified medical practitioner, a notary public, a commissioner for affidavits, a commissioner for' declarations, a minister of religion, a councillor of any municipality or shire, or a member of the Parliament,

202 MERCANTILE LAW. Registration of Firms Act. 6 GEO. VI. No. 24, of the Commonwealth or of any State, or of the Dominion .of New Zealand, or any person whose name appears on any Commonwealth or State electoral roll as an elector. If elsewhere than in the Commonwealth of Australia or the Dominion of New Zealand, every such signature or acknowledgment shall be attested by and before a British consul or notary public: Moreover every such signature or acknowledgment may in the case of a person who is serving with His Majesty's naval, military, or air forces or with the naval, military, or air forces of any of His Majesty's allies be attested by and in the presence of an officer of such forces of or above the rank or equivalent rank of- (i.) In the case of any naval force-lieutenant; or (ii.) In the case of any military force-lieutenant; or (iii.) In the case of any air force-pilot officer. (3.) Notwithstanding the foregoing provisions of this section, if any person individually constituting a firm, or any member of a firm which consists of more thau one person, is not in the Commonwealth of Australia or the Dominion of New Zealand, the provisions of this section shall be deemed to be sufficiently complied with if the notice is signed or acknowledged under a power of attorney. or by any person who has previously filed in the ofP.ce of the registrar a statutory declaration that he is duly authorised by and on behalf of the firm to 9arry on the business of the firm in Queensland. E~ cept where such absence as aforesaid is occasioned by service with His Majesty's naval, military or air forces or with the naval, military or air forces of any of Ris Majesty's allies, a fee of two shillings and si~ pence Ilhall be paid to the registrar on filing any such declaration. Penalty for 1 7. If any notice delivered to the registrar under sfatalsteement. this Act contains any matter which is false in any material particular to the knowledge of any person signing it, that person shall be guilty of an offence and liable to a penalty of not more than fifty pounds, and any person knowingly authorising or permitting the commission of the offence shall also be guilty of an offence and liable to a. penalty of not more than fifty pounds.

1942. MERCANTILE LAW. Regi8tration of Firm8Act.18. (1.) The principal registrar shall make and keep Regi~ te~ s in proper books or in a proper loose-leaf or card-index :~ d ~ dicelt system to be provided for the purpose a register and ere o. an index for the whole of Queensland of all registered firms and of all notices registered in reference thereto. (2.) Every registrar other than the principal registrar shall make and keep in proper books or in a proper loose-leaf or card-index system to be provided for the purpose a register and an index of all firms registered by him and of all notices registered with him in reference thereto and also of all notices forwarded to him for entry in his register by the principal registrar. (3.) Every registrar other than the principal registrar shall once in every month on or before such date as the principal registrar shall appoint, furnish to the principal registrar copies, certified under his hand to be correct, of all notices delivered to and received by him under this Act during the last preceding month, and the principal registrar shall preserve and register· all such copies of notices so received by him. (4.) Any person, upon payment of a fee of one· shilling, shall be entitled to inspect and make an extract from any register kept or a copy of any notice registered by any registrar. (5.) Any person, upon payment of a fee of twO' shillings and six pence, shall be entitled to receive a certificate of the registration of any firm or an extract from any register or a copy of any registered notice (including, in the case of the principal registrar, a copy of any copy of a notice referred to in subsection three of this section) signed by the registrar issuing the same and certified by him to be correct. (6.) The register kept by any registrar under this:. Act and any notice (including any copy of a notice' certified in accordance .with subsection three of this section) registered or entered therein shall be and be deemed to be respectively a book and document of such a public nature as to be admissible in evidence on its mere production from the proper custody, and the registrar concerned shall be the person having the proper' custody thereof.

204 MERCANTILE LAW. Registration of Firms Act. 6 GEO. VI. No. 24, (7.) A writing certified by a registrar to be a true copy of or true extract from any register kept by him under this Act or to be a true copy of or true extract from any notice registered or entered in such register or delivered to the registrar under and in accordance with this Act shall for all purposes be prima facie evidence of the original of which it purports to be a copy or extract, and shall be receivable in evidence to the same extent as the original. Every court, judge, justice, or person acting judicially shall take judicial notice of the signature of the registrar so certifying any such writing. Removal of 19. (1.) Where the registrar has reasonable cause r tn e ha g em is e t s er f . rom u to ndbeerliethvee tfhiramt- naanmye fiurmndeirs wnohtichcarirtyiinsgreognistbeuresidneossr deemed to be registered he may send to such firm by registered post a notice addressed to such firm at the address or where there is more than one place of business, the address of the principal place of business appearing in the registration thereof enquiring whether such firm is still carrying on business under such firm-name and notifying that, unless an answer is received to such notice within one month from the date thereof the registration of the firm may be cancelled. (2.) If the registrar either receives an answer from the firm to the effect that the firm is not so carrying on business or does not within one month after sending the notice receive an answer he may cancel the registration of the firm. (3.) The principal registrar may on any grounds which he deems sufficient revoke or annul any such cancellation and thereupon the firm shall be deemed to have continued to be registered as if the registration had not been so cancelled. Method of levying penalties. 20. (1.) If a penalty for a breach of this Act is imposed upon any firm or any person or body corporate who or which is a member of any firm, all goods, chattels, wares, merchandise, and effects found upon any premises where such firm or, as the case may be, the firm of which such person or body corporate is a member carries on business shall be liable to be distrained and sold to satisfy such penalty, but this subsection shall not limit any further or other right or remedy otherwise had at law against any such person or body corporate for the recovery of any such penalty.

1942. MERCANTILE LAW: Registration of Firms Act.. 205 (2.) If in any case the person or persons constituting Power to afrofimrm Qisuoerenasrelanndo, t ktnhoewn n, suocrhis foirrmaremfoauyndbeto pbreocaebesdeendt ar p egc e oanianlvse e ttr r firm. against for any penalty incurred under this Act under its firm-name without furtber description or designation. In this subsection the term "person" includes a body corporate. (3.) Service of any complaint or other process upon Service.of any person apparently in charge of any premises where ~ ~ ~ ~ ~ ; ' any firm carries on business shall be deemed to be sufficient ~ . service thereof on such firm. 21. (1.) Every firm- Use of firm. name by (a) Shall paint or affix, and keep painted or firm. affixed, its firm-name on the outside of every office or place in which its business is carried on, in a conspicuous position, and in letters easily legible; and (b) Shall have its firm-name mentioned in legible characters in all notices, advertisements, and other official publications of such firm, and in all bills of exchange, promissory note~ , endorsements, cheques, and orders for money or goods purporting to be signed by or on behalf of the firm, and in all bills of parcels, invoices, receipts, and letters of credit of such firm. It shall be a compliance with the requirements of this subsection if the abbreviation" co." or the abbrevia- tion "coy." is used for" company" in the case of a firm-name which includes the word" company," or if the word" and" included in any firm-name is designated by an ampersand, or if the abbreviation" bros." is used for the word "brothers" in the case of a firm-name which includes the word " brothers." (2.) If a firm fails to comply with any provision ofPenal~ ~ subsection one of this section every person or body !~ r~~ g corporate who or which is a member of such firm firm·name. shall be liable to a penalty of not more than twenty pounds.

206 MERCANTILE LAW. Regi8tration of Firms Act. 6 GEO. VI. No. 24, Actions by firms in 22. When a firm by this Act required to deliver defa.ult. any notice to the registrar has therein made default, and during the default commences an action in any court in the firm-name or for a cause of action arising out of any dealing by such firm in the firm-name, the court shall order the firm in default to deliver to the proper registrar the proper notice, and may stay all proceedings in the action until the order is complied with, or allow proceedings to continue on an undertaking to comply with the order within a time to be limited by the court. The power by this section given to the court may be exercised in the case of the Supreme Court by a judge in chambers or in the case of a magistrates court by a stipendiary magistrate in chambers. The costs of and incidental to any such order shall be paid by the firm in default. & Ionfcs. bp,oeoocfktiso, n firm 2 - 3. If the registrar has reason to suspect that any unregistered firm. (i.) Has commenced or is carrying on business or has opened a place of business in Queensland before it is registered under this Act; or (ii.) Has commenced or is carrying on business or has a place of business in Queensland at any time when it is not registered under this Act, the registrar or, in the case of the principal registrar, any person authorised by' him in that behalf, may enter any premises in, upon, or from which such firm is so suspected to have commenced to be carrying on business or to have opened a place of business and may search for and examine books, accounts, registers, documents, and writings relating to the business of such firm. The registrar or such person may, without fee or reward, take such notes, copies, or extracts from any such book, account, register, document, or writing as he may deem necessary. Any person who obstructs or attempts to obstruct such entry or search as aforesaid by the registrar or by any person authorised in that behalf by the principal registrar or the taking of any notes, copies, or extracts hereinbefore in this section mentioned shall be guilty of an offence and liable to a penalty of not more than fifty pounds.

MERCANTILE LAW. 207 1942. Registration of Firms Act. 24 (1.) All penalties imposed by this Act may be Recovery of recovered in a summary way under *" The Justices Acts, penalties. 1886 to 1942," upon the complaint of a registrar. (2.) Proceedings for an offence against this Act may : r~ e fo.r be instituted at any time within six months after the = ~ ~ utmg commission thereof or within four months after the proceedings. discovery by the registrar of the commission thereof, whichever is the later period. (3.) Any person or body corporate who or which ~ neral contravenes or fails to comply with any provision of penalty. this Act, or who or which is a member of a firm which contravenes or fails to comply with any provision of this Act, shall be guilty of an offence and liable, if no specific penalty is provided, to a penalty of not more than fifty pounds. (4.) When any offence against this Act is committed Liability by a body corporate, every manager, managing director, ~ o; ~ ~ d; ce or other governing officer, by whatever name called, corporate. of such body corporate shall also be guilty of such offence and liable to the prescribed penalty unless he proves that the offence was committed without his knowledge, connivance, or consent. (5.) If any offence against this Act or default in Continuing delivering any notice to the registrar under this Act is offence. continued after any person or body corporate has been convicted thereof, then every person or body corporate who or which is liable under this Act to a penalty in respect of the commission of such offence or for SUl:lh default shall be deemed to commit a continuing offence and shall be liable to a penalty of not less than two pounds or more than twenty pounds for each and every day during which such offence is so continued: Provided that the continuing offence in respect of any such notice shall not be deemed to commence until the expiration of fourteen days from the date of the conviction. (6.) Where in this Act a minimum penalty is prescribed for or in respect of any default in compliance with the provisions hereof, such penalty shall not be mitigated notwithstanding any provision of*" The Justices Acts, 1886 to 1942." * 50 v. No. 17 and amending Acts. -See v. 4, p. 363.

208 MERCANTILE LAW. Registration of Firm8 Act.6 GEO. VI. No. 24, 1942. Regulations. 25. (1.) The Governor in Council may from time to time make regulations providing for all or any purposes, whether general or to meet particular cases, that may be convenie.nt for the administration of this Act or that may be necessary or expedient to carry out the objects and purposes of this Act. Without limiting the generality of this subsection, regulations may be made in respect of all matters or things required or permitted by this Act to be prescribed in so far as the same are not otherwise prescribed. (2.) Regulations may be made on the passing of this Act. (3.) All regulations made or purporting to have been made under this Act shall be published in the Gazette, and thereupon shall be of the same effect as if they were enacted in this Act and shall be judicially noticed and shall not be questioned in any proceedings whatsoever. (4.) Any regulation made under this Act may be repealed or modified by a subsequent regulation. (5.) Every regulation made under this Act shall be laid before Parliament within fourteen days after its publication in the Gazette if Parliament is in session; and if not, then within fourteen days after the commencement of the next session. . If Parliament passes a resolution disallowing any such regulation, of which resolution notice has been given at any time within fourteen sitting days of such House after such regulation has been laid before it, such regulation shall thereupon cease to have effect, but without prejudice to the validity of anything done in the meantime or to the power to make any further or other regulation. For the purposes of this subsection" sitting days' mean days upon which Parliament actually sits for the despatch of business.