Taxation Act 1892 (SA)

ANNO QUINQUAGESTMO QUTNTO ET QUINQUA-

GESIMO SIi2LTO

A.D. 1892.

No. 557.

An Act to consolidate and amend the Law relating to

Companies.

[Assent& to, December q t h, 18pz.l

E i t Enacted by the Governor of the Province of South Aus- and House of Assembly of the said province, in this present	B tralia, with the advice and consent of the Legislative Council
Parliament assembled, as follows:

PART I. P ~ a r I.

PRELIMINARY.

h-557

1, This Act may be cited as The Companies Act, 1892," short title.

2, This Act is divided into parts, as follows- Diriuion.

PART I.-Preliminary:

PART X r .-Constitution and Incorporation of Companies:

PART I I r .-Managem ent and Administration:

PART IT.-Companies Authorised to Register under this Act:

PART v.-The	Winding Up of	Companies:
PART vx.-The	Winding Up of	Unregistered Companies:

PART VII.--Striking Defunct Companies off the Register:

PART v~xx .-Foreign Companies:

PART IX. -No-Liability Companies:

PART X.-Liability of Promoters and Directors:

PART xr.-Miscellaneous.

55' & 5@ VICTORIW, No. 557.

The Companies Act.-1892.

-- p-- P - --

PART r. 3. In this Act and the Schedules hereto, and any rules made

Intorpxotatione. hereunder, the following terms have the meanings hereinafter respectively assigned to them, if not inconsistent with the context or subject matter-

" Articles " means the articles of association of a Company.

Company," except in Parts II., ITI., IV., VI., VIII., and

IX., means a Company formed or registered under this Act

The Companies Act, 1864," or " The Mining Companies

Act, 1881 ":

In Part III., Company " means a Company registered under this Act, or under C C The Companies Act, 1864 ":

13,1864, 70; Imp-

Act, 1862, a. 74. t r Contributory " means every person liable to contribute to the assets of a Company in the event of the same being wound up, and shall & o, h all proceedings for determ&ing thc persons who are to bc dccmcd contributories and in all proceedings prior to the final determination of such persons, include any person alleged to be a contributory:

Court " means the Supreme Court, or any Judge thereof:

'C Creditor " means a person who, in thc event of thc winding up of a Company, would be entitled to provc under such wind- ing up:

68, 64 Viot. c. 62, " Deed of settlement" shall include any contract of CO-partnership

n, 3, or other instrument constituting or regulating a Company and not being an Act of Parliament or Royal Charter or Letters Patent, or thc articles of association of a Company heretofore incorporatcd under "The Companies Act, 1864," or incorporated under this Act:

Foreign Company" shall mean any joint stock Company or

corporation duly incorporated for trading or other business

purposes according to the lams in force in the country in

which i t is incorporated, other than a Company incorporated

in South Australia:

" Judge " means a Judge of the Supreme Court:

Tnaolvent Act, Liability " in Part V. includes any compcnsation for work or labor done; any obligation or possibility of an obligation to pay money or money's worth pursuant to or on the breach

1886," aec. 4-

of any express or implied covenant, contract, agreement, or

undertaking, whether such breach does or does not occur, or is or is not likely to occur or capable of occurring before the conclusion of the winding up of ,z Company; and generally includes any express or implied covenant, contract, agree- ment, engagement, or undertaking to pay, or capable of resulting in the payment of money or money's worth, whether such payment be, as respects amount, fixed or unliquidated,

and payable in one sum or by instalments, or periodical pay-

ments, as respects time, present or future, certain, or

dependent

The Companies Act.-1892.

dependent on any one contingency, or two or more con- tingencies, or as to mode of valuation capable of being ascertained by fixed rules, or assessable only as matter of opinion:

Limited Company " means a Company the liability of the 18, 1864, a. B

I[mprial Bat, 1882,

members of which is by the memorandum limited to the ,,

amount (if any) unpaid on the shares respectively held by

them:

Mem~randum " means the memorandum of association of a

Company under this Act, or 'C The Companies Act, 1864":

Mining purposes " means the purpose of obtaining any metal 2#,18o1, a, s.

or mineral by any mode whereby soil, earth, rock, or stone may be disturbed, or smelted, refined, crushed, or otherwise dealt with:

Month " means Calendar Month":

No-Liability Company " means a Company formed with no

liability on the part of its members:

L. Prescribed " mean S prescribed by rule: Registrar " means the Registrar of Companies and any Acting New.

or Deputy Registrar of Companies:

" Registration office " means the office for the registration of

Companies:

uEepresentative " means an executor or administrator, and includes the Public Trustee in cases where the Court shall have authorised him to administer the estate of n deceased person. It also includes 6cdevisee " and heir at law" where a devisee or heir at law is liable as a contributory:

" Rule " means a rule contained in the Seventh Schedule to this Act, or made under the authorit) of this Act:

Shareholder " shall include Member:

Special resolution " means a resolution passed at a general 13,1864, pt. a. 60. h p. Act, 1862, pt.

meeting of a Company of which notice has been duly given,	60.
specifying the intention to propose such resolution, and at

I

3/& "* p c v

1 .+ &.L4'

PI '">bs"u l

Unlimited Company " mean8 a Company formed on the rs of 1814, B. 2. hperircl Act, 1862,

principle of having no limit placed on the liability of its	lo,
members.

4. (1) The Acts mentioned in the First Schedule to this Act Repal.

are repealed. Such repeal shall not affect--

I. Anything done under auy Act hereby repealed: 11. The

5 5 O & 56' VICTORIR, No. 557. -- --

---L P-

The Companies Act.--1 892.

PAET I, 11, The incorporation of any Company under any Act hereby

See 8s. 184 -5 of 1. repealed:

m. Any provision relating to evidencc contained in any repealed Act except whcre such provision is inconsistent with this Act:

~ v. Any right or privilege acquired or liability incurred under any Act hercbp repealed:

v.

Any pecuniary penalty, forfeiture, or other punishment incurred

in respect of any offence against any Act hereby repealed:

vi. Any disability incurred under any Act hereby repealed:

VII. Table A in the First Schedule annexed to ' C The Companies Act, 1864," so far as the same applies to any Company existing at the comrnencernent of this Act.

13,1864, S. 185.

Any proceedings begun under the repealed Acts, or any of them, may be continued and concluded as though this Act had riot been passed.

(2) The repeal effected by this section shall not affect any of the

provisions of the enactments rnentioned in the Second Part of the

First Schedule to this .4ct in so far as such enactments relate

to C~mpanies dread y rcgi stercd under " The Mincrs Act, 1865," or

C c Thenfining Companies Act, 1881," except to the extent to which

the same enactments relate tu the winding up of no-liability Com- panies registered under the last mentioned Act and not under liquidation at the coming into operation of this Act.

Act not to apply to

certain Societies and

5, Except as to Pints I., VI., VIII., X., and XL, and the pro- visions therein contained or incorporated, this Act shall not apply to any Friendly Society, Bcnefit Society, or Building Society, nor

Companiee.

, 1 8 7 0, ,

and part B. 5 con-	to any Company or CO-partnership which carries on the business
solidated.	of life assurance or firt: or marinc insuimce, either alone or together with any other business, unless such Conlpany is already registered
93, 1878.	under " The Cornpanics Act, 1864 ;" nor to any Company or co- partnership formed or to be formed for the purpose of carrying on the business of banking, nor shall it affect " The Associations Incor-
poration Act, 1890," or The Industrial and Provident Societies Act, 1864."
References in Acts to

"The Companies Act, 6. Where any unrepealed Act enacts that the provisions of C' The

1864," to be as Companies Act, 1864," shall apply to life assurance or other Com-

referencestothis*ct-	panies, or requires or empowers anything to be donc by reference to such provisions, such enactments shall be deemed to refer to the cor- responding portions of this Act, and the reference in the 34th section of the '' Life A ssllrancc Companies Act, 1 882," to the 42nd section of " The Companies Act, 1864," shall be read as a reference to the 42nd section of this Act.
Prohibition of
partnership exceeding	7. No Company, association, or partnership consisting of more than twenty persons, sl~nll be formed af'ter the commencement of
a certnin number of
persons.	this Act for the purpose of carrying on any busincss that has for its object the acquisition of gain by the Company, association, or

partnership,

55O & 5 6 O VICTORIiE, No. 557.

The Companies Act.-1892.

PAET I.

partnership, or by thr individual members thereof, unless it is

Part of S. 6, 22 of

registered as a Company under this Act, or unless it is formed or	1870-1.
constituted under the provisions of some Act of the Imperial Par-	See 13, 1864, part of
liament, or of the Parliament of the said province, or by Letters	E. 4.
Patent, or Royal Chartcr.

8. (1) The Governor lfiay appoint a Registrar of Companies	Appointment of Re-
gistrar of Companies.

for the purposes of this Act; and until such appointment shall be

made, the, Master of the Supreme Court shall be such Registrar.

13, 1864, part a. 168.

The Governor may also appoint an Acting or Deputy Registrar of

Companies.

(2) The Itegistrar of Cornpanics shall have a seal, and such seal shall bear the words

Registrar's seal.

Registrar of Companies, South Australia."

PART 11.

CONS'L'ITU TION AND IISCORPORATION O F COM-

PANIES. .

M:morandum of' Association.

9, Any five or more persons associated for any lawful purpose Mode of forming Company,

may, by subscribing their names to a inemoranclurn of association 13, 1864, S. 6 ; Inpl.

and otherwise complying with the requisitions of this Act in respecl A C ~,	1862,	6.
of registration, form an incorporated Companv with ar without New. limited liability or, as to s Company formed f& mining purposes, with no liability.

10. The liability of the members of a Company with limited f . s r e f ; % j & $ ;

liability shall be limited to the amount, if any, unpaid on thc shares see	T, la of le6r.
respectively held by them.

11. (1) The memor,zndurn of a lirnitcd or no-liability Company R e ~ i s i t e s o f memorandum.

shall contain-

I. The name of the Company, with the word C'limitcd," or the word "no-liability," as the case may require, as the last word: 13 of 1864, 8. 8. %F

11. The objects for which the Company is established:

111. A declaration that the liability of thc members is limited, or

that the members take no liability, as the case may require:

IV. The amount of the capital of the Company, di~ided into shares

of a certain fixed amount.

(2) 'I'hc memorandum of an unlimited Company shall contain-

I. The name of the Company:

11. The objects for which the Company is established.

12. As to all Companies having capital divided into shares, each Each subscriber to t a k e at leaet one

subscriber to the memorandum shall take and subscribe for one share .h, in Company

at least, and shall wi t c opposite to his name the number of shares with sharecapital*

he takes. 13, Iu 13, 1864, part S. 8.

55' & 56' VICTORIE, No. 557.

The Companies Act.--?.892.

PABT 11. 13, In the case of a limited Company the liability of the direc-

.

p

-

-

LimitedCompaoymay tors or manager, or managing director, may be unlimited, in which

have	with unlimited case, in lieu of the declaration referred to in section 11, sub-section
liability.	TIT., the memorandum shall contain a declaration that the liability of

22, l s k, 8;

Impl. Act, 1867, 8. 4.	ordinary members is limited, but that the liability of the direciors,
New.	manager, or managing director, as the case may require, is unlimited.

s i ~ t u ~ e ~ ~ e f f e c t

of memorandum. 14. (1) The signature of each subscriber to the memorandum shall be attested, and the memorandum shall, when registered, bind

Act, 1862, S. 11. 1% 18% 8- 11; Impl. the Company and the members thereof to the same extent as if each member had subscribed his name and affixed his seal thereto, and there were in such memorandum contained, on the part of himself,

his heirs, executors, and administrators, a covenant to observe all

thc conditions of such memorandum, subject to the provisions of

this Act.

Memorandum not to

be altered save as	(2) No alteration shall be made by any Company in its memo-
provided.

13, 1864, pt. S. 12;	randuni save as hereinafter provided.
Impl. Act, 1862, pt.

S. 12. Articles o f Association.

Signature and effect	15, (1) The memorandum	in the case of a limited
of articles.

Company, and sh;dl, in the ca a no-liability Company or an

Regulations to be

by a*iclea unlimited ~ o m ~ i q be accompanied, when registered, by articles of

of association.

association signed by the subscribers to the memorandum, and pre- scribing regulations for the Conlpany: Provided that in the case

13, 1864, S. 13.

of a Company which has passed a memorandum or articles at any meeting convened under section 17, no memorandum or articles shall be filed other than thc n~erno~andi~rn or articles as passed at such meeting, or as altered at a subsequent meeting under the same section.

(2) The articles shall be expressed in separate paragraphs

numbered in arithmetical progression, and may adopt all or any of the

regulations contained in the table marked A in the Second Schedule hereto. They shall, in the case of an unlimited Company that has

a capital divided into shares, state the amount of capital with which the Company proposes to be registered, and in the case of an unlimited Companv, that has not a capital divided into shares, state, for the purpose *of enalding the Registrar to determinc thc fees payable on registration, thc number of members with which the Company proposes to be registered.

Application of Table 16,

I n the case of a limited Company, if the memorandum be not accompanied by articles, or in so far as the articles

A.

18, 1864, 8. 1.1.	do not exclude or modify the regulations contained in the table marked A in the Second Schcdule hereto, such regulations shall, so far as applicable, be deemed to be the articles of the Company
in the same manner and to the same extent as if they had been
registered as such.
and articles before in-

Passing memorandum 17, (1) '['he persons who have agreed to becomc members of a

corporation.

Company may before incorporatiou pass n ~neinorandum with or

without

55* & 56" VICTORIA, No. 557.

The Companies Act.--l 892.

without articles not inconsistent with this Act for the purposes

PART 111

of the Company, or alter any such memorandum or articles already New.

passed, at a meeting to be convened for that object.

(2) The following provisions shall apply to any such meeting-

( a ) A Chairman shall be appointed by show of hands of those present and entitled to vote:

(6) Every proposition shall be first submitted to a show of hands

on which each person personally present and entitled to

vote shall have onc vote:

(c) The Chairman's de~la~ration that any proposition is carried or

lost shall be corlclusive evidence of the fact, unless a

poll is demanded by a person entitled to vote:

(d) On such poll being demanded it shall be taken either forth- with or at such time and placc as the majority of persons present and entitled to vote shall, by show of hands, deter- mine. The Chairman's decision as to such determination shall be conclusive evidence thereof:

( e ) On such poll in case of a Company having a capital divided into shares, each person entitled to vote shall have votes in respect of the shares which he has agreed to take according to the following scale :-For every share up to ten, one vote; for every five shares beyond the first ten up to one hundred, onc additional vote; for every ten shares beyond the first hundred, oue additional vote. In case of an unlimited Company, that has not a capital divided into shares, each person entitled to vote shall have one vote:

i f ) The Cllairman's written certificate of the result of the poll,	(g) Any person entitled to vote may, by writing signed by him, signed by him, shall be conclusive evidence of such result:	appoint any other person so entitled as his proxy to vote
on his behalf on any poll at such meeting, or at any adjournment thereof. The Chairman's decision as to the sufficiency of any appointment of a proxy shall be conclusive.

(3) Any such meeting s l d l be convened-

( a ) By the promoters of the Company, or a majority of them, or some person authorised by them by advertisement in two daily newspapers published in Adelaide, or, if there should be only one such newspaper, then in such newspaper: or

( b ) By such person and in such manner as shall be provided in

the prospectus of the Company, or in any agreement by which the persons who have agreed to take shares shall be bound.

(4) Any

55' & 56" VICTOKIE, No. 557.

T?te Companies Act.- 1892.

PART	IJ.	(4) Any such meeting may be adjourned to such time and place as the majority of those present and entitled to vote shall by show of hands determine. The Chairman's decision as to such determina- tion shall be conclusive evidence thereof.
(5) A copy of the memorandum or articles, with n certificate signed by the Chairman of the meeting or the last adjournment thereof within three months after such memorandum or articles shall have been fully passed, that such copy is a true copy of the memoran- dum or articles of the Company as duly passcd under this section, shall bc? conclusive cvidcnce of the fact.
(6) If a memorandum or articles passcd in pursuance of this sec- tion shall contain anything which is inconsistent with or a departure
from the terms or conditions upon which any person shall have applied for slmrcs in or agreed to becomc a member of the Company, such person may, within one month from the passing of the memo- randum or articles, give written notice to the Registrar that he withdraws from the Company, which notice shall operate as a rescission of such person's agreement to take shares in or become a member of the Company.
(7) Nothing in this section shall affect the validity of a memo- randum or articles agreed to otherwise than as in this section provided.

Signaturetoarticles. 18, The signature of each subscriber to the articles shall be

13,1864, 15 ; 1 ~ ~ 1. attested, and the articles shall, when registered, bind the Company

Act, 1863,8.1%	and all rnembcrs thereof to the same cxtent as if each member
abridged.
had subscribed his name and affixed his seal thereto, and there were in such articles contained a covenant on the part of him- self, his heirs, executors, and administrators, to conform thereto, subject to the provisions of this Act.
All moneys payable by any membcr to the Company, in pursuance of the articles, shall be deemed to be a specialty debt due from such
member to the Company.

General Provisions.

Reg;~tmtionofmemo- 19. ( L ) The memorandum and the articles, if any, shall be

randum and articles delivered to the Registrar, who shall retain and register the same,

*wla effect thereof.

13,1864, S. 16; (2) Upon such registration the Registrar shall certify, under his hand and seal, that the Company is incorporated as a limited Corn- pany, a no-liabilit'y Company, or an unlimited Company, as the case may be.

ImpL ~ c t, 1862, a. 17.

13, 1864, S. 17. (3) The subscribers of the memorandum, together with such other

lmpl.Aof 186Z*a. 18. persons as may from time to time become members of the Company,

shall thereupon be a body corporate by the name contained in the memorandum, capable fbrthwith of exercising all the functions of an incorporated Company, and having perpetual succession and

55e & 5@ VICTOKILE, No. 557,

The Cornpnni4s Act.-1892.

PART rr.

a common scd, with power to hold lands, and with such liability on the part of the members to contribute to the assets of the Company, in the event of the same being wound up, as is herein- after mentioned.

20. After signing and sealing such certificate of incorporatioll, gazetted CertScate and to be Gazatts

the Registrar shall inscrt a notice in the G o v e r m e n t Gazette stating ,, to be

the issue of such certificate, and the tcrins thereof, and the said conclusiyeof inm- poration.

certificate, or R copy thcreof, certified as correct under tlie hand and part lI of of

seal of the Registrar for the time being, or the Gazette containing 1864: and part 18

such notice, shall be conclusive cvidcnce that all the requisitions ~""pl.	18620
of this Act in respect of registration have been complied with.

21. Any person may inspect the documents kept by the Regis- 2',";jtim "CU-

trar relating to Companies, and may require n. certificate of the in- ,,, LB, and

corporation of any Company, or a copy or extract of any other part 168 ; I ~ ~ I.

such document, or any part thereof; to be certified by the Registrar. El;8i:!2 l r 4 9

22. A copy of the memorandum l~aving annexed thereto the ~~~~~f$!;;~-

articles, if any, shall tre supplied to any pcrson. at his request, oil given to mombere.

payment of 6ne Shilling, o; such less su-mas may be prescribed by 13, 1864, S. 1 9;

thc Company; ancl if any Company make default in supplying a ,. 19.	Impl. Act, 1864,
copy of the memorandum and articles, if any, to a member in pursuance of this scction, the Company shall for each offence incur

a pe~~ttlty not exceeding One Pound.

23, No Company shall be registered under a name identical Prohibition againet

with that by which an existing Company is already registered, or SO identity	Companies.	of names in
nearly resembling the sztmc as 111 the opiilion of the Registrar to be

calculated to deceive, except where the existing Company is in 13,1864 S., 20; Impl. Act, 1862,

course of being wound up, and testifies its consent in such manner aa ,. , the Registrar requires. . ,

PART 111.

MAN AGEMENT AND ADIS,ITN ISl'RL4TION.

24. The shares or other interest of any member in a Company $:: in tereat . ; : : in ;

registered under this Act shall be personal estate, capable of being 13 1864 a. 21

transferred in manlier providcd by the articles, and shall not be of i aa i

the nature of real estate; and each share shall, in the case of a	22.
Company having a capital divided into shares, be distinguished by its appropriate number.

25. Every share in a Company registered llnclcr this Act, Manner in which shares are to be isnuud

exccpting a no-liability company, shall be dcemcd to have been and held.

issued and to be held subject to the payment of the whole amount

thereof in cash, unless it shall have bccn othcrwise determined Z2, 187(14 27,

by the memorandum or articles or by a contract, duly made in E i. a i $ t g; 7,

jvriting, and filed with the Registrar, at or before the issue of such ,, 26.

\ P

shares. ".- -

B-557. 26. The

55' eY 56" VICTORIlE, No. 557.

The Companies Act.-1892.

26. The subscribers of the memorandum of any Company regis-

Definition of mem-

bers." tered under this Act shall be deemed to have agreed to become members of the Company, and upon thr registration of the Company shall be entered as members on the register of members hereinafter

I ~ p l. ~ & l 8 ~; ~ - 2 3.

mentioned; and cvcrv other person who has agreed to become a

member of a ~ o m ~ a n q, and whose name is entered on the register of

members, shall be deemed to be a member of the Company.

T-ferbyrepresen-

tative. 27. Any transfer of the share or other interest of a deceased

member of a Company, made by his representative shall, notwith-

is, 1864, 23; standing such representative may not himself be a member, be of the

Imp]- -4% 186% a. 24. same validity as if he had been a member at the time of the exeou-

tion of the instrument of transfer.

Regieterof members. 28. Every Co~npany shall ceust: to be kept in one or morc books

13, 1864, S. 24; a register of its members, and there shall be entered therein the

'mpl. 1se2t following

X. The names and addresses, and the occupations, if any, of the members of the Company, with the addition, in the case of a Company having a capital divided into shares, of a statement of the shares held by cach member:

11. The date at which thc name of any person was entered in the register as a member:

111. The date at which any person ceased to be a. member.

Every Company not complying with this section shall incur a

not exceeding Five Pounds for ercry day during which such

non-compliance continues; and every director or secretary of such

Company who knowingly and wilfully authorises or permits such

non-compliance shall incur the like penalty.

Yearly lid of mem- 29. Every (.'ompany having a capital divided into shares shall

bers.

376, l886 S. 2. make once in every ycar a list of all persons who, on the thirty-first

I ~ P I. &, l$&,	~ ~ 1 6.	day of March then next preceding, are members of the Company;
and such list shall contain the names, and acldresses, and occupationu,
if any, of all the members therein mentioned, the number of shares
held by each of them, and a summary specifying the following particulars-

I. The amount of the capital of the Company, and the number of shares into which it is divided:

11. The number of shares taken from the commencement of the Company tip to the said thirty-first day of March:

JII. The arncr~~nt of calls made on each share:

IY. The total amount of calls received:

v. The total amount of calls unpaid:

vr. The total amount of shares forfeited:

-. -- .". 55' & 56" VICTORIW, No. 557.

The Co~npamks Act.-1 892.

vIr. The names and addrcsses, and occupations, if any, of the PART m.

persons who have ceased to be members since the thirty- first day of March next precedirkg the completion of the last list, and the number of shares held by each of them on the same thirty-first day of March.

The above list and summary shall be compietcd within twentyone days after the. said first-rnexrtioned thirty-first day of March, and a copy shall forthwith be forwarded to the Registrar: Provided that this section shall not apply to a no-liability Company.

If any Company having a capital divided into shares make Penaltyoacompany default in complying with the provisions of the last preceding section, ::iig:in~ a Proper

30,

such Company shall incur a penalty not exceeding Five Pounds for ,,, lSG4, a. 26.

every dtly during which such defc~ult continues; and evcry director, Impl. Act, 1862, a. 27.

manager, and sccrctnry of the Company who lmowingly and wilfully

authorises or permits any such default'shall incur a li& penalty.

31, No notice of any trust, expressed, implied, or constructive, NO entry of trusta on

shall be entered on the register of incmbcrs, or be rcceivablc by the

13,1864, S. 29 ; I ~ P L

Regj strar. Act, 1862, a. 30.

32, A certificate under the corumon seal of the Company, speci- Certificate of shares.

fying any share or stock held b y any tnenlbcr thereof, shnll be primti 13,1864, e. 30; Impl.

fi-rcie evidence of the title of the member to the share or stock	1862, 31.
'thcrein specified.

33, (1) The wgistcr of membcr~, comnlrncing from the (late of the Inspection of regirter.

registration of the Conlpany, shall be kept at the registered office of 13,1~64,

a. 31; I,,+

2; 32.

the Company, and, except when closed as hereinafter mentioned, A%

shall, during business hours (but subject to such rcasonablc rcstric-

tiom as the Company in general rnvi>tirrg may impose, so that not

less than two hours in each day upon which thc registered officc

of the Company shall be open for business be appointed for in-

the inspection of any other person on the payment of One Shilling,

spection), bc open to the inspection of any member gratis, and to

or such less sum as the Company may prescribe, for cach inspection; and every such member, or other person, may demand a copy of such register, or of any part thcreof, or of any list or summary prepared under section 29, on payment of Sixpence for every one hundred words required to be copied.

(2) If such inspection nr copy be refused, or if the Company ~artlg- from yiotonnn

shall neglect to comply with a lawful demand for such inspection ' or copy, the Company s l d l incur for each rcfusal or neglect a penalty not exceeding TWO Pounds, and a f urtlxer perralty not ex- ceeding Two Pounds for every d8y during which such reflisal or neglect continues; and every director, manager, and secretary of the Company who knowingly and wilfully authorises or permits such refusal or neglect shall incur the like penalty, I n addition to the aboce penalty a Judge may, by order, compel an immediate inspection of the register, and make such further or other order as the nature of the case requires. 34. Any 7 " ~ ~ * ~ y ~ ~ ~ .

55' Sr 56" VICTOKIE, No. 557.

- .-p - - -

The Companies Act.--1892.

PAPT m. 34. Any Company alaj, upon giving notice by advertisement iu

Power to close ' any newspaper published in Adelaide, or in the place nearest to the

register. registered office of the Cornpany, close the register of members for

13, l8'34;e~ 3 2; Imp'. any time or tirnes not exceeding in the whole seven days in any

Act, 1862, S. 33.

oue month,

Berncdy for improper	35. (l) When the nanic of any person is withont sufficien t cause
entry. Or

entry, in register.	entercd in, or omitted from, the register of members of any Company,
13, 1864, s. 34 ; Impl.	or when default is made, or unnecessary delay takes place, in enter-

A C ~,	1862, 8, 3 6.	ing on the register the fact of an) person having ceased to be a member of tbc Company, the person or member aggrieved, or any member of the Company, or the Company itself inay apply to the Court for an order that the register may be rectified, and the Court may either refuse such application, with or without costs to be paid by the applicau t, or may, if satisfied o i thc justicc of the cnsc, make an order for the rectification of the register, and may direct the Company, or any other party to the proceedings, to pay all the costs of such application, and the damages any party aggrieved map have snstained.
('2) The Corirt may, in any proceeding under this section, decidc on any question relating to tho titlc of any pcrson who is a party to such proceeding to have his name entered in or omitted from the register, \vhettier such question arises between two or rnore lnembers or alleged inembers, or between any members or alleged members and the Company, and generally may, in any such pro- ceeding, decidc any qucstion that it rnay be necessary or expedient to decide for the rectification of the register, and may direct an issue to be iried i l l which any question of law xnay be raised in addition to any question of fact.

Notice to Registrar of	36, When an order has been made rectifying the register in
rectification of rc-

gister. the case of a Company hereby required to send in a list of its mem-

13,1864, 35 ; I q l. bers to thc Registrar, the Court shall, by its order, direct that duc

A C ~, 1862, 8. 36. notice of such rectification bc given to the Registrar.

Register to be evi-

dence. 37. The register of members shall be primci f k i e evidence of all

13, 1864, 0. 36; 1mp1. matters by this Act directed or authorised to be'inserted therein.

Act, 1 8 6 2, ~ 37.

Begisrered office of 38. (1) Every Company shall haw a registered office, to which

company. all communications and notices may be addressed, and which office shall, while the business of the Coiqmny is being carried on, be accessible to thc public for not less than four hours on a t least two days in each week.

Notice of situation (2) Notice of thc situation of such registered office, and the day

registered ofice.	and hours during which it is accessible to the public, and of any
13, 1864, B. 3s.	change therein, shall be inserted in thc Gouernnzwt Gazette and in one daily newspaper published in Adelaide, and shall be given to

Impl. Act, 1862, S. 40. the Registrar, ancl recorded by him. Until such notice is given the

Company shall not be deemed to have complied with the provisions of this Act, with respect to having a registered office.

(3) If

55" & 56" VICTOKIE, No. 557

(8) If any Company carries on busincss without having such an

office so accessible, or without having given such notice as aforesaid, i t shall incur a penal t,y not exceeding Five Pounds for evcry day dnring which busincss is so carried on.

Directors to appoint

39, The directors of every Colupany registered under this Act secretary.

shall appoint n. secretary, who shall, while the business of the

Company is being carried on, btl prcsent at thc registered office of

Secretary to be

present at office while

his Company by himsclf, or his agent or clerk, on evcrp day, at

opcn to the public.

the hours on and at which the registered office is to be accessible to the public. Airy s~ich secretarv who hhczll omit to colnyly with this section shall he liable to a penalty not exceeding One Pound

for cvery day on which s w h omission occurs.

40, (1) Every Coml~any shall paint or a%x, arid shall keep painted Publication of name by Company.

or affixcd, its natne on t l ~ e outside of every office or place in which the business of the Company is carried on, in a conspicuous positioi~, in letters easily legible, and shall hare its name engrarcn in legible characters on its seal, and shall have its name mentioned in legible cllaractcrs in all notices, nrlvertisements, and other official publications of such Corn pally, and in all bills of exchange, promissory

notes, endo~~semen ts, cheques, ancl ordcrs for lnoncy or goods pur- 13, 1864, S. 39.

porting to be signed by or on behalf of such Company, and in all	Impl. Act, 1862, a. 41.
bills of parcels, iuvoices, receipts, and letters of credit of the Company. (2) If any Company does not paint or affix, and keep painted	Penalties on non-
or affixed, its name in manner directed by this Act, it shall he	publication of name.
liable to a pcnnlty not exceeding Five Pounds, for not so paiuting	13, 1864, S. 40.
or affixing its n:me, and for evcry clay cluring which such name is	Imperial Act, 1862,
S. 42.
not so kept painted or affixed, and every director or nianager of the Company who knowiugly and wilfully authorises or yermi ts such default, shall be liable to the like penalty.

(3) If any director, mz~nager, secretary, or other officer of' such Com-

pany, or any person on its behalf, uses or authorises the use of any seal	purporting to bct a seal of thc Company, mhereon its name is not so
engraven as aforesaid, or issues or a.uthorises the issue of any notice, ad&rtisement, or other official publieetiou of such ~ o m i 3 n n ~ ) or signs or autllorises to be signed un behalf of the Company any bill of exchange, proinissory note or indorsement, cheque, or order for money or goods, or issues, or autlmriscs to be issued: any bill of parcels, invoice, rcceipt, or letter of credit of thc Com-
pany wherein its name is not mentioned in mariner aforesaid, hc shall
be liable to a penalty not exceeding Eif ty Pouade, and shall further be personally liable to the holder of any such bill of exchange, promissory note, cheque, or order for money or goods for the amount thereof, unless the same is duly paid by the Company.

41, (1) Every Company shall keep a regiis ter of all mortgages, Registerof mortgages.

bills of sale, and other charges spceifically affecting property of the 13, isea, B. 41.

Company, and shall enter in such in rcspect of each rnort- ~,,hl net, 1862,

gage, bill of sale, or charge, a short description of the property s. 4 3.

mortgaged

55' & 56" VICTORIJE, No. 557. .-

The Compa.nies Act.-1 892.

PALBT

mortgaged or charged, thc amount of charge created, and the rate of interest payable, and the names of the mortgagees or persons entitled to such charge.

( 2 ) If any property of a Company shall be mortgaged or charged,

or lf any bill of sale &all be given without snch cntry as aforesaid

being made, every director, manager, secretary, or other officer of the

Company who knowingly and wilfully authorises or permits the omis- sion of such cntry shall incur a penalty not exceeding Fifty Pounds.

(3) The register of mortgages, bills of sdc, and charges required

by this section shall be open to inspection by any member or

creditor of the Company, at all reasonable times; and if such inspec- tion be refused, any officer of the Company refusing the same, and every director, manager, or secretary of the Con~pany authorising or knowingly and wilfully permitting silcli refusal, shall incur a penalty not exceeding Fivc t'ounds, and a further pmnlty not exceeding Two Pounds for every day during which such refusal continues, and in addition to the above penalty,-a Judge may, by order, comyel an immediate inspection of the register.

Certain to

publish statements.	42. The manager, or other authorised officer, of every Insurance Company, and Doposit, Provider~t, or fienefit Society under " The Cuinpanies Act, 1864," shall, on the firat Mollday in February and
13, 1864, S. 42.	the first Alonday in August in every year during which it carries on business, make before some Justice a declaration in the form contained in the Fifth Schedule hereto, or as near thereto as circumstances will admit; and a copy of such declaration shall be put in a conspicuous place in the registered office of the Company, nnd in every branch o%cc or place where the business of thc Corn- pany is carried on, and sllnll be given to any mcmber or creditor of thc Company who applies for thr saine, upon payment of a sum not exceeding Sixpence. If default is made in compliance with the lwovisions of this section, the Company shall be liablc to a penalty not exceeding Five Pounds for every day while such default con- tinues, and every director, manager, and secretary of the Company who knowingly and wilfully aut,llorises or permits such defanlt
shall incur the like penalty.
List of directors, BC.,

to be sent to Registrar 43. ( 1 ) Every Company not having a capital divided into shares,

of Companies.	shall kccp, a t its xegistercd office, a register containing the names
13, 1864; S. 43.	and addresses and the occupations of its directors and managers,
Impl. Act, 1862,
E. 46.	and shall sent1 to the Registrar a copy of such register, and shall from time to time notify to him any change that takes place in such directors or managers.
Penalty on Company
not keeping regiater	(2) If any Company not lwving D capital divided into shams, make default in keeping a register of its directors and managcrs, or in sending a copy of such register to the Rcgistrar, in compliance
of directors, &c.
13*
Impl. Act, 1862,	with this section, or in notifying to the Registrar any cha,ngc
S. 46.	that takes place in such directors or managers, such Company shall incur a penalty not exceeding Five Pounds for every clay during which such default continues, and every director and

manager

55' & 56" VICTORI&, No. 557

The Companies Act.-1892.

manager of such Company, who knowingly and wilfully authorises	PNW 111-
or permits such default, shall incur the like penalty.

44, Contracts on behalf of any Company may be made, varied, Contracttl, how made. -.

or discharged s s follows :-	13, 1864, E. 46.
Impl. Act, 1867, a. 37.

I. Any contract which, if made between private persons, would be by law required to be in writing under seal, may be made, varied, or discharged, in the name and on behalf of the Company, in writing, under the common seal of the Company:

IT. Any contract which, if made between private persons, would be by law required to be in writing, and signed by the parties to bc charged therewith, may be made, varied, or discharged, in the name and on behalf of the Company, in writing, signed by any pcrson acting under the express or implied authority of the Company:

r i r, Any contract which, if made between private persons, would

by law be valid, although made by parol only, and not reduced into writing, may be made, varied, or discharged by parol, in the name and on behalf of the Company, by any person acting under the express or implied authority of the Company:

And all contracts made according to the provisions herein contained shall be effectual in law, and shall be binding upon the Company and their successors, and all other parties thereto, their heirs, execu- tors, or administrators, as the case may be.

45, A promissoq note or bill of exchange shall be deemed to I'romis~ory note^ and bills of exchange.

have been made, accepted, or indorsed on behalf of any Companv,

if made, accepted, or indorsed in the name of the Cornyany by a 6 i &: y k, 8 i s,

person acting under the authority of the Company, or if made, ac- a. 47.

cepted, or indorsed by, or on behalf, or on account of the Company,

by any person acting under the authority of the Company.

48. If any Company carries on business when the number of its ~ ~ ' E ~ ~ n a f $ ? ~ e B a

members is less than five, for a period of six months after the with less than iive

number has been so reduced, every person who is a member of

such Company during the time that it so carries on business after 1861, 47,

such period of six months, and is cognizant of the fact that it is Impl. ~ c t,

1862,

so carrying on business with fewer than five members, shall be '.

severally liable for the payment of the whole debts of the Company

contracted during such time.

a general meeting within six months after the memorandum monthsafter~egiatra 47. (1) Every Company registc~ed under this Act shall hold z,z$&liix

is Ggistered; and & such meeting be not held, the Company shall tion'

be liable to a penalty not exceeding Five Pounds for every day ls,o-l,

after the expiration of such six months until the rneet.ing is held; Impl. Act 1867,

and ewry director, managcr, or secretary of the Company who	S. 39.
knowingly authorises or permits such default, shall be lbble to the same penalty. (2 ) A

5 5 O & 5 6 O VICTORIA, No. 557.

The Companies Act.-1892.

P A ~ T AT.

meeting (2) A general meeting of every Company shall be held once at

Company.	' least in every six months.
13, 1864, a. 48.

Power to alter	/ 48. (1) Subject to the provisions of this Act and to the con-
ditions contained in the memorandum, any (:ornpany may, in gcncral
re@ati0nB	resolution. by
8he 13,1864, s. 49.	meeling from time to time, by special resolution alter or repeal all or any of the articles of the Company, wl~ether registered articles or articles contained in tablc .l in thc First Schedule to The Corn- panies Act, 1864," or in table A in the Second Schedule to this Act (where either of such tables is applicable to the Company), or make new articles to the exclusion of or in adclition to all or
any of thc articles of the Company.

1	i	(2) Any articles made under this section shall be deemed to be articles of the Company of the same validity as if thcy had been
the original articles, and shall he subject in like manner to be
altered or repealcd by any subsequent special resolution.
(3) At any meeting convened for passing a special resolution for any purpose whatever, unless a poll be demanded by at least two mrmbers, a cieclaration of the r,ha,irman that the resolution has

13, 1864, part S. 60.	been carried shall be deemed cor~clusive evidence of the fact without proof of the number or proportion of the votcs recordcd in favor
Impl. Act, 1862, part	of or against the same.

B ~ C. 61.

(4) If a poll with regard to a spccial resolution be demanded by two or more rnerrrbers thc same shall be taken on a day to be fixed by the chairman, and to be not less than seven nor more than fourteen days after the day O F the meeting. I n computing the majority on taking such poll, where n poll is demanded, refe- rence shall be had to the number of votes to which each member is entitled by the articles, and, unless a sufficient majority be obtained

at such po:l, the special resolution shall not be dccmed to have been

passed.

13, 1 ~ 4, p t. S. 50. ( 5 ) Notinc of any such mecting shall be deemed to be duly given,

Imp1. Act,, 1a62, pt.	and the rueeting to be duly held, whenever such notice is given and
S. 51.
meeting held in manner prescribed by the articles.
Provisions where no

artiolesm to meeting. have one vote at any general mecting of a Company; in default of 49, In default of any article as to voting, every member shall

any article as to summoning general meetings, a meeting shall be decmcd to be duly summoned of which seven days' noticc in writing has been served on every member, in maimer in which notices are required to be served by table A in the Second Schcdulc hereto; in default of any articles as to the persons to summon meetings, five members may summon the same; and in default of' any articlc as to who is to bo chairman of a mecting, any person elected by thc members present may preside.

special resolution to 50. Anything by this Act authorised to be done by special

preVd1 Over *@o-	resolution may be so done, notwithstauding anything to the con-
randurn or articlea.
IS, 1864, B. 61.	trary contained in the memorandum or articlcs of any Company

Impl, A C ~, 1862,g. 62, now registered or hereafter to be registered. 51. Wheii

55' & 56" VICTORIW, No. 557.

Th,e Companies Act.-1 892.

51. When a special resolution is passed by a Company, x copy PART

thereof shall be printed and forwarded to the Registrar, and be

recorded bv him. If such copy bc not so forwarded within fifteen specialrmlutions.

days fromWthe date of the pa&ing of the resolution, the Company

shall incur a prnalty not exceeding Twu Pounds for every day after 18, 1864, 8. 62.

the' expiration of such fifteen days during which such copy is	1862, B. 53
omitted to be forwarded; and every director, manager, and secre- tary of the Company who knowingly and wilfully authorises or permits such default shall be liable to a like penalty.

resolution for the time being in force, shall be annexed to or 52. Whnrc articles have been registered, a copy of every special ZfPBch'

embodied in every copy of thc articles that may be issued after the

passing of such resolution. where no articles have been registered 13 ,1s64 ,8 .53.

a copy of any special resolution shall be forwarded to any member Imp. Act, 1862,

requesting the samc, on payment of Onc Shilling, or such less sum as the Company may direct. If any Company make default in complying with this section it shall incur a penalty not exceeding One Pound for each copy in respect of which such default is made; and every director, manager, and secretary of the Company who knowingly and wilfully authorises or permits such default shall incur the like penalty.

mon seal, empower any person, either generally or in respect of any abroad. 53, Any Company may, by instrument in writing under its corn- Execution of deeds

specified matters, as its attorney, to execute deeds on its behalf in any place not situate in the said province; and every deed under is6a, a4+

the seal of such attorney, and signed by him on behalf of the Imp.Act, 1 8 6 2, ~.	56.
Company, shall bc binding 011 the Company, and have the same effect as if it were under the common seal of the Company.

54. The Governor may appoint one or more competent inspectors Examinatmn of

to examine into the affairs of any Company, and to report thereon in ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ p a n y

such manner as the Governor may direct, upon the application

following, that is to say-

I. In the case of any Company that has a capital divided into 13, 18% s. 55. Impl. Act, 1862,

shares, upon the application of members holding not less 8. 66.

than one-fifth part of the whole shares of the Company for

the time bein g issued:

I t. In the case of any Company not having a capital divided into shares, upon the application of members being in number not less than one-fifth of the whole number of persons for the time being entered on the registcr of the Company as membcrs.

65, 'l'he Governor, before appointing any inspector, may require Application for in-

the applicants to satisfy him that they have good reason for requiring ported by widenoes spection to be sup-

such investigation to bc made, and that they are not actuated by ,,, 6,s

malicious motives in instituting the samc, and to give security for rmpl. Act, 1862,

payment of the costs of the inquiry. R. 57.

~ 5. 5 7 56. It

18 $5' & 56* VICTORIlE, No. 557. -- L ----p

The Conzpnn ics Act. -- 1 b 9 2.

'PART rrr,

- 56, I t shall bc the duty of all officers and agents of the Company

Inspection of books.

to produce all books and documents in their custody or power for

13, 1864, e. 67.

the examination of the inspectors. Every inspector may examine

Impl. Act, 1862,

8. 58.

upon oath the officers and agents of the Company in relation to its business, and may administer such oath accordingly. If any officer or agent refuses to produce any book or document hereby directed to bc produced, or to answer any question relating to the affairs of

Penalty.

the Company, he shall incur a penalty not cxcccding Five Pounds

in respect of each offence.

Resultofexamination,

57, Upon the conclusion of the examination, the inspectors shall report to the Governor their opinion, and n copy of such report shall

how with.

l3,1864,s.68, be sent to the registered office of the Company, and a further copy

Imp1.Act, 186'4

8. 59.

shall, at the request of thc members upon whose application the inspection was made, be dclivcrcd to them or any one or more of them. All expenses of and incidentlzl to any such examination as aforesaid shall be defrayed by the members upon whose application the inspcctors were appointed, unless the Governor shall direct the same to be paid out of the assets of thc Company, which he is hereby authorised to do.

Power of Company

appoint inspectors. 58, Any Compan~r may, by special resolution, appoint inspectors

13, 1864, a. 69.	for the purpose of emminirig into the aff'airs of the Company.
Impl. Act, 1862,	The inspcctors so appojnted shall have the same powers and perform
S. 60.	the same dutics as inspectors appointed by the Governor, with this exception, that instead of makiGg their report to the Governor they shall make the same in such manner and to such persons as the Company in gel~eral meeting directs; and the oHicers and agents of the Company shall incur the same penalties in case of any refusal to produce any book or document hereby rcquired to be produced to such inspcctors, or to answcr any question, as they would have incurred if such inspcctors had becn appointed by the Governor,

Roport of irspectors	59. A copy of the report of	any inspectors appointed under this
to be evidence.

13,1864, S. 60. Act, purporting to be authenticated by the signatures of such

Impl.Aut,186L, s. 61. inspectors or by the seal of the Company shall be admissible in an\* legal procecdinp as evidence of the opinion of the inspectors, ih relation to any matter contained in such report.

Evidenceof proceed-	60,	Every Company shall cause minutes of all resolutions and
ings at meetings.

13, 1864, S. 66. proceedings of meetings of the Company, and of the directors

1mp1. A C ~, 1862, s. 67. or managers of the Company in cases where there are directors or

managers, to be duly entered in books. Any such minute as aforesaid, if signcd by any person purporting to be the chairman of the meeting

at which such resolutions were passcd or proceedings had, or by the

chairman of the next succeeding mceting, shall be received as evidence in all lthgal proceedings; and, until the contrary is proved,

every meeting of the Company, or of directors, or managers, in

respect of the proceedings of which minutes have been so made shall be deemed to have been duly held and convened, and all reso- lutions paslsed thcrcat and proceedings had to have been duly passed

and

5 9 Sr 56" VICTORIW, No. 557.

The Compmies Act.--1892.

and had, and all appointments of directors, managers, secretaries, or	PART
liquidators shall bc dcemcd to be valid, and all acts done by such directors, managers, secretaries, and liquidators shall be valid, not- withstanding any defect that may afterwards be discovered in their appointments or qualifications.

61. In any action brought by a Company against any member to Plef~dings in action

recover any call or other nloncy due from such mcmbcr in his agalnet members.

character of mcmbcr it shall not be ncccssary to set forth the special Il;pt. but, 1862,a.	13 1864, S. 68.
matter, but it shall be sufficient to allege that the defendant is a member of the Company, and is indebted to the Company in respect of
a call made, or other money due.

rated under this Act, '' The Companies Act,, 1864," or " The Mining actions brought by 62. Where a limited or no-liability Company, whether incorpo- ~'~~~~~8tB in Companies Act, 188 1 ," is plai r~ tiff or complainant in any action or certain Companies-

other legal proceeding other than such as is in the last preceding 13,18s4, 67 (with

section mentioned, any Judge or Special Magistrate having j uris- ~; t f p & ~ ! ~ p ~,	Act.
diction in the matter may, if he have reason to believe that if the defendant be successful in his defence the assets of the Company will be insufficient to pay his costs, require sufficient security to be given for such costs, and may stay all proceedings until such security is given.

63, The forms set forth in the Sixth Schedule hereto, or forms to G-overnor in Council may alter forms in

the like effect or as near thereto as circumstances admit, shall be Sohedule,

used in al l matters to which such forms refer.. The Governor may

from time to time make alterations in and additions to the tables and

forms contained in the Second, Fifth, and Sixth Schedules hereto, :~3&~~;t~i~&+ n,

and make alterations in the tables in thc Third and Fourth Schedules,

but so that the amount of fccs payable to the Registrar under thc last mcntioned Schedules be not increased. Any such table or form

when altered shall be published in the Government Gazette, and shall thereupon have the same force as if it were included in the	Schedules to this Act; but no alteration made by the Governor in
the table marked A contained in the Second Schedule shall affect any Company registered prior to the date of such alteration, or repcal, as respects such Company, any portion of such table.

Any Company may from time to time, by writing under its Power for Companies

common seal, agree to refer, and may refer, to arbitration any arbitration. to refer matter to

existing or f ~ ~ t u r e difference, question, or other matter whatsoever

in dispute between itself and any other Company or person, and the Impl.Act, 1862, s. 72,	slightly altered.
parties to the arbitration may delegate to the person or persons to whom the reference is made power to settle any terms, order any thing to be done, or determine any matter capable of being lawfully determined by the parties to the reference themselves or the directors or other managing body of any Company party to the reference.

65. (1) Any

55' & 56" VICTORIW, No. 557.

The Com,panies Act.--1892. < ... -

PART III. 85, (1) Any Company may, with the sanction of a special resolu-

POW.. or companies tion of the Company, and with the approval of the Registrar (certified

"chmgename.	by him in writing under his hand and to be registcrcd by him),
289, 188.7; Imperial	change its name, and, upon such change being made, the Registrar

~ c t,	1862, S. 13.	shall enter the new name on the register in place of the former name, and shall issue a certificate of the altcration of name.
(2) No such alteration of name shall affect any rights or obliga- tions of the Company, or r e ~ d e r defective any legal proceedings instituted or to be instituted by or against the Company, and any legal proceedings may be continued or commenced against the Company by its new name Chat might have been continucd or com- menced against the Company by its formcr name.
(3) Any alteration so made shall be advertised by the Registrar once in the Governme?zt Gazette, ancl in one newspaper published in
the said province nearest to the rcgistcred office of the Company.

(4) A certificate or an advertiseinent in the Gouernment Gazette

under this section shall be concli~sive evidence of the alteration to

which it relates,

Power to alter

memorandum with 66. (1) Subject to the provisions hereinafter contained, any Com-

pany may,b y special resolution, alter the provisions of its memorandum

~.egard to objects.

of association or deed of settlement with respect to the objects of the

Corn any "so far as may be required for all or any of the pu -&

h&ter specified, or alter thc form of its constitution by sub- stituting a mern,xandum and articles of association for a deed of settle&%, either with or without any alteration as aforesaid with respect to the objects of the ~ o m p n ~:

Part Im Act, 63

and 64, $i&, ch. 62, (2) The purposes for which the alteration of the memorandum of

S. 1. association or deed of settlement xnay be made with re -- -- - -----.--.+ __.

objects of a Company are- ~Irpere%*yiPy. ....,..- *.-pi..--

( a ) To carry on the Company's business more economically or

more efficiently:

(6) To attain its main purpose by new or improved means:

( c ) To enlarge or change the local area of its operations:

(d) To carry on some business or businesses which under exist-

ing circumstances may conveniently or advantageously be

combined with the business of the Gompany:

( E ) To restrict or abandon any of the objects specified in the

memorandum of association or deed of settlement.

(3) No alteration under this section shall take effect until con-

j j firmed by the Court on petition. i]

(4) Before confirming any such altcration, the Court must be

satisfied-

( a ) That the alteration is desired for all, or some, or onc of the

I I purposes in this scction above mentioned:

( h ) That

5 9 & 56" VICTORIE, No. 557.

The Companies Act.-1892.

( 6 ) That sufficient notice has been given to every holder of PART 111.

debentures or debenture stock of the Company, and any persons or class of persons whose interests will, in the opinion of the Court, be affected by the alteration: and

(c) That with respect to every creditor who, in the opinion of

the Court, is entitled to object, and who signifies his objection in manner directed by the Court, either his consent to the alteration has been obtained or his debt or claim has been discharged, or has determined, or has been secured to the satisfaction of the Court.

(5) The Court may, in the case of any person or class of persons, for special reasons, dispense with the notice required by this section.

(6) An order confirming any such alteration may be made on such terms and subject to such conditions as to the Court seems fit; and the Court may confirrn any such alteration either wholly or in part, and may make such orders as to costs as it deems proper.

(7) The Court shall, in exercising its discretion under this sec- tion, have regard to the rights and interests of the members of the Company, or of any class of such members, as well as to the rights and interests of the creditors, and may, if it thinks fit, adjourn the proceedings in order that an arrangement may be made to the satisfaction of the Court for the purchase of the interest of dissentient members, and the Court may give such directions and make such orders as it may think expedient for the purpose of facilitating any such arrangement or carrying the same into effect: Provided that it shall not be lawful to expend any part of the capital of the Company in any such purchase.

memorandum of association or deed of scttlcment with respect to oos&ming alteration. 67. (1) Wherc a Company has altered thc provisions of its Registration 01 order

the objects of the Company, or has altered the form of its constitu- tion by substituting a memorandum and articles of association for a deed of settlement, and such alteration has been confirmed

by the Court, an office copy of the order confirming such	alteration, together with a printed copy of the memorandum of Ib., 8.2.
association or deed of settlement so altered, or together with a copy
of the substituted mernorandurn arid articles of association, as the
case may be, shall be delivered by the Compnay to the Registrar within fifteen days from the date of the order. The Registrar shall register the same, and shall certify under his hand the registra- tion thereof, and his certificate shall be conclusive evidence that all the requirements of this Act, with respect to such alteration and the confirmation thereof, have been complied with, and that the alteration and confirruation are valid, and thenceforth the rnemo- randum or deed of settlement so altered shall be the memorandum of association or deed of settlement of the Company, or, as the case may be, such substituted memorandum and articles of associa- tion shall apply to the Company as if it were a Company registered

under

55' & 5 6 O VICTORIE, No. 557.

P ~ T	1x1.	under Part IT. of this Act, with such memorandum and articles,
and the Company's deed of settlement shall cease to apply to the
Company.
(2) If a Company make default in delivering to tile Registrar any document required by this section to be delivered to him, the

.

Company shall be liable to a penalty not exceeding Ten Pounds for every day during which it is in default.

Modification of 68. Any Company limited by shares may, by special resolution,

memorandum with

regard to capital.	so far modify the conditions contained in its rncmorandum as to
13, 1864, S. 12.	effect all or any of the following purposes :-

1mp1. A&, 1862, S. 12. I. The increase of its capital bp the issue of new shares of

22, 1870-71, S, 24. such amount as may bc thought expedient:

~rnpl. A C ~, 1867, a. 21. 11. Thc consolidation and division of its capital into shares of

larger amount than its existing shares:

111. The division (by sub-division of its existing shares, or any

of them) of its capital, or any part thereof, into shares of smaller amount than fixed by its memorandum: Provided that in such sub-division the proportion between the amount which is paid or deemed paid and the amount (if any) which is unpaid on each share of reduced amount shall be the same as it was in the case of the share or shares from which the share of reduced amount is derived:

IS, 1864, S. 12.	TV. The conversion of its paid u p shares into stock:
Impl. Act, 1862, a.
12.	v. The reduction of its capital, whether paid up or not, in-
22, 1870-71, S. 13,

408, 1887, S. 3.	eluding the cancellation of any lost capital, or any capital
Irnpl. Act, 1867,e. 9.	not represented by available assets, or the payment off of
Impl. Act, 1877, a. 3.	any capital which may be in excess of the wants of the
Company; and as to paid up capital, the reduction thereof, either with or without extinguishing or reducing the liability (if any) remaining on the shares of the Company. To the extent to which such liability is nut extinguished

or reduced it shall be deemed to be preserved:

408, 1887, S. 6. W. The reduction of its capital by the cancellation of any shares which at the datc of the passing of the special resolution authorising such cancellation have not been taken or agreed to be taken by any person:

I ~ P I. A C ~, 1877, B. 5.

22, 1870-71, S. 12 1-11, Making the liability of the directors, or managers, or of the managing director unlimited.

~ m p l. A C ~, 1867, S. 8.

reduced to its name Company which has passed a special resolution for reducing its Compan 7, toadd6'and 69. Subject tosub-scction4of the next followingsectionevery

22,1870-71, S. 14.	capital shall, from the date of such resolution, add to its name, until
Impl, Act, 1867, S,	such date as the Court shall fix, the words and reduced " as the
10.	last words in its name, and such words shall, until such last- mentioned date, be deemed part of the name of the Company.

70, (l) No

55' & 56" VICTORIE, No. 557.

The Companies Act.-1892.

70. (1) No resolution for sub-division of shnrcs under sub-section

111. of section 68, or for rcduction of capital, either with or	Confirmation of ram-
without cancellation or payment off of capital, under sub-section v.	lutione in certain
cues.
of section 68, shall come into operation until an order confirming such sub-division or reduction shall have been made by the Court and registered by the Registrar.

(2) Such order shall bc applied for I J ~	the Company on petition,	22, 1870-71
ss. 13, 16, 16, and 17.

and the Court may, in any case, require the Company to publish,	408, 1887, m. 4 and 6.
in such manner as the Court shall think fit, the reasons for the	Impl. Act, 1867, es.
sub-division of its shares or reduction of its capital, or such other	9, 11, 13, 14.
information in respect to such sub-division or reduction as the Courf	Impl. Act, 1877, S. 4.
may think expedient, with a view to giving proper information to the public in relation to such sub-division or reduction, and, if the Court thinks fit, the causes which led to the same.
(3) On the hearing of the petition every creditor of the Company who, at the date fixed by the Court, is entitled to any debt or claim which, if that date were the commenccnlent of the winding up of the Conlpany, woulcl be admissible in proof against the Company, shall, subject to sub-section 4 of this section, be entitled to object to the proposed sub-division or reduction and to be entered on the list mentioned in sub-section 5 of this section.
(4) Where the reduction of thc capital of a Company does not involve eithcr thc diminution of any liability in respect of unpaid capital, or the payment to any rrlcrnher of any paid up capital, the creditors of the Company shall not, unless the Court otherwise direct, be entitled to object or required to consent to the reduction, nor shall i t in such a case be necessary, beforc the presentation of the petition for confirming thc rcduction, to add the words and reduced," as providcd by section 69 of this Act, and the Court may dispense altogethrr with the acidition of such words.

( 5 ) The Court shall settle a list of the creditors entitled to object

under sub-section 3 of this section, and for that purpose shall	ascertain, as far as possible, without requiring an application from	any creditor, the names of such credito- S, and the nature and the
amount of their debts or claims; and may publish notices, fixing a certain day or days within which creditors of the Company who are not entered on the list are to claim to be so entercd. or to be excluded from the right of objecting to the proposed sub-division or reduction,
(6) On the hearing of the petition, the Court may, if satisfied that, in the case of every creditor who under this section is entitled to object to the sub-division or rcduction, such crcditor has so con- sented, or that his debt or claim has hren discharged or has determined, or that i t has been secured under sub-section 7 of this section, make an order confirming the sub-division or reduction, on such terms and subject to snch conditions as the Court shall think St.

(7 ) Where

- 55' & 56" VICTORIA, No. 557.

The Companies Act.-1892. m -- --

.

(7) Where n creditor, whose name is entered on the list of creditors, and whose debt or claim is not discharged or determined, does not consent to the proposed sub-division or reduction, the Court may dispense with such consent on the Company securing the pay- ment of the debt or claim of such creditor, by setting apart and appropriating in such manner as the Court may direct a sum of such amount as is hereinafter mentioned, that is to say---

PART 1x1.

I. If tfhe full amount of the debt or claim of the creditor is admitted by the Company, or, though not admitted, is such as the Company are willing to set apart and appropriate, thcn the full amount of the debt or claim shall be set apart and appropriated:

the full amount of the debt or claim of the creditor is not admitted by the Company, and is not such as the Company are willing to set apart and appropriate, or if the amount is contingent, or not ascertained, then the Court may inquire into and adjudicate upon the validity of such debt or claim, and the amount for which the Company may be liable in respect thereof, in the same manner as if the Company were being wound up under order of the Court, and the amount fixed by the Court on such inquiry and adjudication shall bc set apart and appropriated.

b d e * minute to

be registered.

71. The Registrar, upon thc production to him of an order of the

Court confirming the sub-divisiou of the shares or the reduction of

the capital of a Company, and the delivery to him of a copy of the

22, 1870-71, E, 18.

order and of a minute (approved by the Court), showing, with respect

408, 1887, S. 4. to the capital of the Company as altered by the order, the amount of such capital, tble ilumber df shares in which it is to be divided,

Imp1.	and 1877,	9	"	S. 18671a*L61	4.	the amount of each share, and tha amount, if my, at the date of
the registration of the minute proposed to be deemed to have been
paid up on cach share, shall register the order and minute; and,
on the registration, the special resolution confirmed by the order so registercd shall take effect. Notice of such registration shall be published in such manner as
the Court may direct.
The Registrar shall certify under his hand the registration of the order and minute, and his certificate slmll be conclusive evidence that all the requisitions of this Act with respect to the subdivision of shares or the reduction of capital have been complied with, and
that the capital of the Company is such ss is stated in the minute.

Minute to form part 72, The minute, when registered, shall be deemed to be sub-

of memontndum.

the corresponding part of the memorandum of the -

Company, a d s1d1 be of the same validity, a i d subject to the same

2% 1870-7l9 19. alterations, as if it had been originally contained in thc menloraa-

S: 16. dum; and, subject as is in this Act mentioned, no member of tllr

Impl. Act, 1867,

Company, whethcr past or present, shall be liable, in respect of any

shzx

55' 81 56" VICTORIE, No. 557.

share, to any call or contribution exceeding in amount thc difference	PART II1.
(if any) between the amount which has been paid on such share and
ihe a&ount of the share as fixed by the minuie.
(2) A copy of such registered minute shall be embodied in every copy of the memorandum issued after the registration of the minute,

and if any Company shall make default in complying with the 22, 1870-71,s. 21.

provisions of this sub-section, it shall incur a penalty not exceeding One Pound for each copy of the mmnorandum in rcspcct of which such default is made; arld every director and 1nan;rger of the Company who shall knowingly and wilfully authorise or permit such default shall incur the like penalty.

73. (1) If any creditor who is entitled in reapect of any debt or Saving of rights of creditors who are

claim to objcct to the reduction of the capital of a Company is, in iporant ofproceed- consequence of his ignorance of thc procccdings taken with a view to such reduction, or of their 11atui~ and effect with rcspcct to his 71, 20 ;

claim, not entered on the list of creditors, and after such reduction Impl.~ct, 1867,

the Company is unable, within the meaning of the 106th section	1 7 -
of this Act, to pay to the creditor the amount of such debt or claim, every person who was a member of the Company a t the date of the regi~t~ration of the order a,nd minute relating to the reduc- tion of the capital of the Company shall be liable to coutribute for thc payment of such dcbt or claim an amount not exceeding the arnou~lt which hc wonltl hnvc hccn liablc to contributc if the C~rnpany had cornrnenced to be wound "13 on the day prior to such registration.
(2) On the Company being mound up, either under order of the Court or voluntarily, the Court, on the application of such creditor, and on proof that he was ignorant of the proceedings taken with a view to the reduction, or of their nature and effect with respect to his claim, inay settle a list of such contributories accordingly,
and the liquidator may malre and recover calls and the Court may
make and enforce orrlers on the contributories settlcd on such list in
the same manner in all respects as if they were ordinary con-
not affect the rights of the contributories of the Company among	tributories in a winding up; but the provisions of this section shall	themselves.

74. If any director, manager, secre hry, or officer of the Company Penalty on conceal-

wilfully conceals the name of any creditor of the Company who is creditor.	ment of name of
entitled to object to the proposed sub-division, or rcduction, or

wilfully misrcp~esents the nature or amount of the debt or claim 22, 1870-71, S. 22;

of any creditor of the Company, or aids or abets in, or is privy to,	Impl. Act, 1867, s. 19.
any such concealment or misrepresentation as aforesaid, every such
director, managcr, secretary, or officer shall he guilty of a mis-
derneanor.

75, Notice of any increase beyond the registered capital in the Notice of increase of capital and of mem-

capital of a Company having a capital divided into shares, whether bers to be	B
such shares have or have not been convertecl into stock, or of any Registrar.

D-557. increase

55" & 56" VICTORIA$ No. 557. .- p- --L - --

PART rT1. increase beyond the registered number in the number of members of

13, 1864, 33. a.Comparrv not having a capital divided into shares, shall be given

Imps. Act, lgG2, 34

to the ~ehis t rar: in the case of an increase of capital, within fifteen days fromuthe date of the passing of the resolu6on by which such increase has been axrthorised; and in the case of an increase of members, within fifteen days from the time at which such increase of members has been resolved on, or has taken place. The Registrar shall forthwith record the amount of such increase of capltal or members, and a copy of such notice shall be inserted in the Government Gazette. If such notice be not given within the period aforesaid, the Company shall incur a penalty not exceeding Five Pounds for every day during which such neglect to give notice continues; and every director and manager of the Company who knowingly and wilfully authorises or permits such default shall incur the like penalty,

Company to give

notice of consolida- 76, Every Cornpany having a capital divided into shares that

tion or conversion of	has consolidated and divided its capital into shares of larger amount
capital	than its existing sharcs, or converted any portion of its capital into

13, 1 8 ~ 4, Impl. Act, 1862, B. 28. division, or of such conversion, specifying the shnrcs so consolidated	S. 27.	stock, shall give notice to the Registrar of such consolidation and
and divided, or so collverted. If such notice be not given within fifteen clays from the completion of such consolidation and division, or such conversion, as the case may be, the Company shall incur a penalty not exceeding Five Pounds-for &ery day ;luring which such neglect to give notice continncs; and e ~ e r y director and manager of the Company who knowingly and wilfully amthoriscs or permits such default shall incur the like penalty,

Effect of ~ o m ~ ~ ~ ~ n

of shares iuto stock. 77. Where any Company, having a capital divided into shares,

13, 1864, 8. 28. has converted any portion of its capltnl into stock, and given notice

1860,r.20. of such convmsion to the Registrar, all the provisions of this Act,

which are applicable to shares only, shd1 cease as to SO much of the capital as &-converted into stock, and the register of members	required to be kept by the Company, and the list of members to be	forwarded to the Registrar, shall show the anlount of stock held by
each member in the list, instead of the amount of shares, and the particulars relating to shares, hereinbefore required.

Limited Company

may prevent further 78. ( 1 ) A limited Company may, by special resolution,

ca~i ta l being called declare that any portion of its capital which has not been " I

UP. already called up shall not be capable of bcing called up,	U$ except & winding
Impl. not, 1879, a. 6, except in the event of and for the purpose of the Company
para.3$wifhaddition- being wound up; and thereupon such portion of capital shall

not be capable of being called up, except in such event and for such nurDose. Such resolution shall be advertised in the Govern- ment bn&tte. and thc Registrar shall note thr same on the memo- randum; and every copy of the memorandum subsequently issued

by the Comparry shall contain a note of such special resolution.

(2) Any Company not complying with tllis section shall incur a

penalty

5 5 2 556" VICTORIS, No. 557.

The Compan.ies Act.-l 8%

PART 111-

penalty not exceeding One Pound for each copy of the memo- randurn in respect of which default is madc; and every director and manager of the Company who knowingly and wilfully authorises or permits such default shall incur the like penalty.

79. Any company, including n no-liability Company, may, ~ o m e Company shares ma H idly have

by spccial resolution, authoriso any onc or more of thc following pda things, narnely- a , ,~t.

I. The making of arrangements on the issue of shares for a ~ 2 p ~ 8 ~ ", ~ ~ \ ~ ~ ~, 6 8 ~ 2 4 m

difference between the holders of such shares in the amount of calls to be paid and in the time of payment of such calls:

I;. The acceptance from any member of the Company who assents thereto of the whole or a part of the amount remaining unpaid on any share or shares held by him, either in discharge of the amount of a call payable in respect of any other share or shares held by him or without any call having been made:

r r r. The payment of dividends in proportion to the amount paid

up on cach shase in cases where a larger amount is paid

up on some shares than 011 others.

PART IV. PART IT.

COMPANIES AUTHORISED TO REGISTER UNDER

THIS ACT.

80, The following regalations shall be observed with reqpect to Regulations aa tp re- gistrabon of existing

the registration of Companics under this part of this Act (that is Companies,

to say)-	13, 1864, S. 169 ;
Imp. Act, 1862, a.

I. No Company having the liability of its members limited by 179,

Act of Parliament or letters patent, and not being a joint-

stock Company as hereinafter defined, shall register under this Act in pursuancc of this part thereof:

11. No Company having the liability of its members limited by

,4ct of Parliament or by letters patent shall register under

this Act, in pursuance of this part thereof, as an unlimited

Company:

111, No Company that is not a joint-stock Company, as herein-

after defined, shall, in pursuance of this part of this Act,

register under this Act as a limited Company:

IV. No Company shall register under this Act in pursuance of

this part thereof unless an assent to its so registering is given by a majority of such of its members as may be present personally, or by proxy in cases where proxies are allowed by the articles of the Company, at some general meeting summoned for the purpose:

v. Where

The Companies Act.-1892.

PART IV. v. Where a Company, not having the liability of its members limited by Act of Parliament or letters patent, is about to register as a limited Company, the majority required to assent, as aforesaid, shall consist of not less than three- fourths of the members present personally or by proxy at such last-mentioned general meeting:

In computing any majority under this section when a poll is demanded, regard shall be had to the nnmber of votes to which each member is entitled according to the articles of the Company of which he is a member.

Permiesive registra-

tion of Companies. 81. With the above exceptions, and subject to the foregoing

13, 1864, sec. 160. regulations, every Company existing at the time of the coming into

Form$.

56. The forms set fmth o ~ r d m d to in the Table of Fmms atinexed to these rules,

or forms to the like effect, with such variations a9 the circumstances of each case

may require, may be used for the respective purposes mentioned in the titles of suoh

forme.

FORMS.

N o. 1.-Advertisement af Petitim.

I n h e matter df ' c The Companies Act, 1892," and of the Company.

Notice is hereby given, that a petition for an order far winding ulp the above- named company was on the day of 18 preeented to

by the said company [or by A.B. of ] a credjtor

[ o r contributory o r shareholder] of the said company [or as the case may 681. And

the said petition is directed to be heard on the day of 18 , and any creditor, contributory, or shareholder of the said company desirous to oppose the making of an wder fat ,the winding up of the saia company, under the above Act, ~ h o u l d appear at the time of hearing, by himself or his counsel, for thrat purpose; and a copy of the petition will be furnished to any creditor, contributory, or shareholder of the said company requiring the same, by the undersigned, on pay- ment o f the regular charge for the flame.

C. md D., of, &c,	[agents for E. and F., of, &C.], eolicitora for the petitioner.
No. 2. -A'dav i l verifying Petition.

In the Supreme Court.

In the matter, &c.

1, X. B., *&C., m b e oath and say, that such 0-he statements in the petition

now produced and shown to me, and marked with the letter A, as relate to m7 own	acts and deeds, are true, and such of the said statements as relate do the acts and
deeds of any other person or persons, I believe to be true.

Sworn, &c.

No. 3.-Order 6y the Court for Winding 9.

2n the Supreme Cautt. day the aay df 10

fh the mttttm, &c.

Upon the petition of the abpve-named company [ o r A. B., of, &C., a creiiitor [ov

contributory or shareholder] of the above-named company] on the day

of 18 preferred unto and upon hearing counsel

for the petitioner arld for , and upon readin the eaid petition and the

affidavit of @l! sdi8 pBtitioner) flle8, %C., verlfylng the sai petltion and the affidavit X

of L.M., filed the day of , 18 , the Government Qwette of the

day of , the newspaper, of the day uf

any other papers] each containing an advertisement of the said petition [enter

aty o h a r euidence 1 His Honor [or this Court] doth arderkhat the.said

company be wound up under tha provisions of &''She Companies Act, 1892."

No. 4,

No.

The Companies Act.-1 892.

No. 4.-Advertisement o f Order to Wind up,

In the Supreme Court.

I n the matter, &c,

By an order made by in the above matter, dated

the dtry of 18 , on the petition of the above-named company [or

AB., of 1 i t was ordered that, &c. [as in order].

C. and D., of, &C., Solicitor for the said petitioner.

No. 5.-Order Appointing Oflcial Liquidator.

In the Supreme Court.

In the matter, &c.

Upon the application, &C., and upon reading, &C., His Honor

doth hereby appoint E.P., of &C., official liquidator of the above-named company. And it is ordered that all moneys to be received by the said 1t.P. be paid into the Bank of to the credit of the account of the official liquidator of the said company, within seven days after the receipt thereof. [ In case two or more oficral liquidators are appoinfed, add, And His Honor doth declare that the following acts, required or authorised by the above statute to be done by the official liquidator, may be done by either (or any one or two) of the official liquidatorcl hereby appointed, that is to say (describe the acts), and that all other acts so required or authorised to be done, he done by both (or all) the official liquidators hereby appointed .l Dated the day of 18

No. 6.-Order Appointirty n Provisionnl Oflcial Liquirlnlor.

I n the Supreme Court.

In the matter, &c.

Upon the application, &C., and upon reading, &C., His Honor

doth hereby appoint R.P., of &C., provisionally official liquidator of the above- named company [add directions as to payment into bank, as in form Nb. 191. And His Honor doth hereby limit and restrict the powers of the aaid R.P. as such provisional official liquidator to the following acts, that is to say [describe the acts which the provisional of lc inl liquidator i s to be authorised to do].

Dated the day of 18

No, 7.- Order for payment of Money or delivery of Books, &c,, to B$icial Liquidator.

In the Supreme Court. I n the matter, &c.

Upon the application of, &C., and on rea'ding, &C., His Honor

doth order that A.B., of &C., do, within four days after service hereof, pay to [or deliver, convey, surrender, or transfer to, or into the hands of] K.Y., the official liquidator of the said company, at the office of the said R.P., situate at, &C., the sum of, being the amount of debt appearing to be due from the said A.B. on his account with the said company [or any sum or balance books, papers, estate, or effects or spec2j5~111ly describe the property] now being in the hands of the said A.B., and to which the said company is prim$ facie enlitled [or utherwise as the case may be].

Dated the day of 18

No. 8.-Advertisement of appodnlment of Oficial Liquidalor.

I n the matter, &c.

His Honor has, by an order dated the day of

18 appointed R.P., of to be official liquidator

of the above-named company.

Dated this	day of	18
H.B.T., Associate.

No. 9.

5 5 O & 56' VICTORIW, No. 557.

The Companies Act.-1892.

No, 9.-Advertisement for Creditors.

In the matter, &c.

The creditors of the above-named company are required, on or before the

day of 18 to send their names and addresses, and the particulars of their debt^ or claims, and the names and addresses of their solicitorsl(if any) to R.P., of the &&a1 liquidator of the said company; and, if sa

required by notice in writing from the said d i e i d liquidator;.sre, by their solicitors,

or otherwise, to prove their said debts or claims, at the

office of the ~ffrcial liquidator, at such time as shall be specified in such notice, or in default. thereof they will be excluded from the benefit of any distribution made before such debts are proved.

day the day of 18 at

o'clock in the noon, at the said office, is appointed for determining

as to the allowance of the debts and claims.

Dated this day of 18

Oflicial Liquidator. ':

No. 10.-Notice to Creditor of allowance of Debt.

I n the matter, &c. [Place and date,]

Sir-The debt claimed by you in this matter has been allowed by me at the

sum of f: [ I f part only allowec~, add If you claim to have a larger sum

allowed, you are hereby required to prove the further amount claimed, &C., as: in

Ihs next form.:)

I am, &c,,

To Mr. P.R. R.P., Official Liquidator.

--

No. 11.-Notice to Creditor to prove Debt.

In the matter, &c.

You are hereby required to prove the debt claimed by you against the above-

named company, by filing an affidavit, and giving notice thereof to me on or before

the day of next, and you are to attend personally or by

your solicitor a t the office of the official liquidator, on the

day of 18 a t o'clock in the noon, being the

time appointed for determining as to the allowance of the claim.

Dated this day of 18 .

To Mr. S.T. R. P,, Official Liquidator.

No. 12.-A#rEnvit of Creditor in proof of Debts.

In the Supreme Court.

In the matter, &c.

I, S.T., of &C., make oath and say as follows :-

l. The above-named company was on the day of 18 . the date

of the order for winding up the same, and still is, justly and truly indebted to me i n t,he sum of af: for, &C. [describe shortly the nature of the debt and exhibit any security for it; and in the case of a trade debt, exhibit a bill oj' parcels and vervy the reasonableness of the charges, as in proving a de6t in an administration actton.]

2. I have not, nor hath, nor have any person or persons, by my order or to my knowledge or belief, for my use received the said sum of 2, or any part thereof, or any security or satisfaction for the same or any part thereof [ i f any security, add] except the said idescribe security] hereinbefore mentioned or referred to.

Sworn, &c.

No. 13.-Notice to Creditor of allowance of Debt on Afidavit.

In the matter, &c. [Place and date.]

Sir-The debt claimed by you in this matter, and in respect of which you have

filed an affidavit, has been allowed by me at the m m of $ [ l f p a r t only allowed add If you claim to have a larger sum allowed, you must apply to the Supreme Court or a Judge thereof].

I am, &C.,

To Mr. P.R. R.P., &C., Official Liquidator.

[Address, J No. 14,

55" & 56" YICTORIE, No. 557.

The Cowtpanies Act.-1892.

P "

NO, 14.-Notice to Creditor of DisaEfvwance of Debt after Ajidavit Filed.

In the matter, &c. [Place and date.]

Sir-The debt claimed by you in thia matter, and i n respect of which you have

file8'an affidavit, has been" disa\lowed by me. If you claim to have the same allowed

you xiiust apply to the Supreme Court or 3, Judge thereof.

I am, &C.,

T o Mr. R.P. R. P,, &C., Official Liquidator.

[Address.]

No. 15.-Certijcate of Oficial Liquidator as to Debts and Claims.

In the Supreme Court.

In the matter, &c.

'I hereby certify that the result of my determination upon debts and claims against the above-named company, brought in pursuant to the advertisement issued in that behalf, dated the day of, 18, so far as such determination has, up to the date of thia certificate, been proceeded with, is as follows :-

The debts and claims which have been allowed are set forth in the first schedule hereto, and are due to the persons therein named, and amount altogether to ;E

The claims set forth in the eecond schedule hereto have been brought in by the

person8 therein named, and have been disallowed,

THE FIRST SCHEDU~E ABOVE REFBBRED T O.

Debts and Cdaims Allowed.

No. Names of Creditors. Addressee and Descriptions. Particulars of Debt. Tatal Due.

-	a	-	-
.-.

6 S. d..

1 street, Adelaide, On bill of exchange

S tationer dated, &c.

Principal.. ................ &

Intereet at E per cent.

per anaum, from

18 , to 18, date

of order for winding up.

2 W.P. ............ 15 street, Adelaide,

Coal Merchant.	Gmds sold.
Principal ..............	£60 0 0

Total f,

THE SECOND SCHEDULE ABOVE BEFEBB~D T O.

Claims Pisaldowed.

Addresses and Deacrip- Amount

No. Names of Creditors. of

tions. Claipled.

_ I - - - - -

i

2

Dated this day of 18 .

R.Y., Official Liquhkato~. .. ,.

No. 16.

55° & 56' VICTORIE, No. 557. ---

The Cumpamies Act.-1893.

m. 16.-Notice to Contr&torie~ of appointment to set& List of Co~tribukrdea.

In the matter of, &c.

1, of , tba affieial liquidator of the above-qamed company h9ve

appelnte$ the day of 18 , a t of the clock in fhe

noon at to settle the list of the contributories of t.he above-named

company; and you are included in such list in the character and for the number of shares [or extent of interest] stated below; and if no sufficient cause is ahown by you to the contrary, at the time and p\ace aforesaid, the list will be settled by me, including you therein.

Dated this day of 18 .

R.P., Official Liquidator.

Mr. C.D., his so icitor] To Mr. A.B. {and to j

No. on In what Number of

Lisf. Name. Address. Description. character @&re8 [or extent

included. of intereit]:' '

-W- - _ - -.-p .--I-- , - -

4

No. 17.-Cert$cale of O$icial Liquidator of Settlement of the List of Contributories.

I n the matter, &c.

1, , officid liquidator of the above-named company do hereby certify that the result of the sebtiement of the list of contributories of the above-named company, on the day of, 18 , so far as the said liet has been settled up to the date of this certificate, is as follaw6:-

1. The several persons whose names are set forth in he ~econd column of the first

schedule hereto have been included in the said list of contributories as contributories of the said company in respect of the number of shares [or extent of intereat] set opposite the names of such contribntories respectively in the said schedule.

I have, i n the first part of the said sciledule, distinguished ~ u c h of the said several

persons included in the said list as are contributories in their own right.

1 have, in the ~ e c o n d part of the said schedule, distinguished such of the aaid

several persons included in the said list as are contributories as being representativesl

of or being liable for the debts of others.

9. The several persons whose names are set forth in the second column of the sedond schedule hereto have been excluded from the aid list of contributories.

3. I have, in the seventh columns of the said first and second schedule^ respectively Bet forth opposite the name of each of the said aeveral persona the date when iuch peraon was included in, or excluded from, the said liet of contributories.

F r s s r PAST.--Contributories ira their own rz$ht.

-

Serial In what No. of Shares Date

No. in Name. Address. Description. character or extent when included in

Liat included. o/ Interest]. the Est.

-

VICTORIE,

The Companies Act.-1 892.

SEOOND PABT.- Contriburories as being Representatives of, or liablerfor, the Debts of

others.

In what No. of Shares

No. h Name. Addms. I Deeclption. 1 character

List.	l	included.	of Interestl.	the List.
In what

Serial character NO. of Shares Date when

No. in Name. Address. Description. Car extent excluded from

proposerl to

Lit. be included. Interest]. the List.

Dated this day of 18 .

R.P., Official Liquidation.

--

No. 18.-Afldavit in support o f application for Order for paynaent of Cad2 due

from Contributories.

I n the Supreme Court.

I n the matter, &c.

I, R.P., of, &C., the official liquidator of the above-named company, make oath,

and say as follows :-

1. None of the contributories of the said company whose names are set forth in the schedule hereunto annex~d, marked A, have paid or caused to be paid the respective sums set opposite their respective names in the said schedule, and which sums are the respective amounts now due from them respectively in respect of the

call of & 2. The respective amounts or sums set opposite the names of such contributories respectively in such schedule are the true amounts due and owing by such con- tributories respectively in respect of the said call. per share, made herein on the day of 18

3. [$tale how notice of call was gzven to each contributory, or show this by a asparate a#davit].

Sworn, &c.

THE ~ C H E D U T J E ABOVE REFERRED TO.

In what character Amnunt

No. on Nnme. Address. Deacrjption

Liat. included. due.

------F- -p-- ---

No. 19,

No.

The Companies Act.-1892.

No. 19.-Order for payment o f Ca22 due from a Contributory.

I n the Supreme Court.

I n the matter, &c.

Upon the application of the official liquidator of the above-named company, and upon reading an affidavit of filed the day of 18 ,

and an affidavit of the said official liquidator, filed the day of 18 r

H i s Honor doth order that C.D., of, &C., [or E.F., of, &C., the representative of L.M., late of, &c,, deceased] one of the contributories of the said company [or if against several contributories, the several persons named in the second column of the schedule to this order, being respectively contributories of the said company], do on or before the

day of	18	, [or within four days after service of this order] pay into
the Bank of	to the account of the official liquidator of the

company [or to A.B., the official liquidator of the said company, at hia office]

the sum of [if against a representative, add out

of the assets of the said L.M., deceased, in his hands as such representative, IW aforesaid, to be administered in a due course of administration, if the said E.F. has in hia hands so much to be administered, or ifagainst several contributories, the several sums of money set opposite to their respecrive names in the sixth column of the said schedule hereto] such sum [or sums] being the amount [or amounts] due from the said C.D. [cr L.M.] [or the said several persons respectively] in respect of the call of ,$ per share, made by the eaid

official liquidator on the day of 18 .

Dated this day of 18 .

character Amount due.

-. -----

I included. I

No. 20.-Memorandum of Agreement of Compromise with a Contributory.

I n the matter, &c.

Memorandum of agreement entered into this day of

18 , between R.P., of, &C., the official liquidator of the above-named company,

of the one part, and S.B., of, &C., one of the contributories of the said company, of

the other part.

Whereas the said S.R. has been settled on the list of contributories of the said

company, as a contributory in respect of shares in the said company, and

whereas a call of per share was made on all the contributories of

the said company, and there is now due, from the said S.B. to the said company,

the sum of S , in respect of the said call. And whereas the said 8.B.

has proposed to pay to the said official liquidator the sum of , by way of

compromise, and in satisfaction and discharge of the said sum of , and of

all liability whatsoever as a contributory of the said company: And whereas the said official liquidator having investigated the affairs of the aaid S.B., and believing that such compromise will be beneficial to the said company, hath, in exerciae of the power for that purpose given to him by the above statute, agreed to accept the same, subject to the conditions and agreements hereinafter cvntamed: Now it ia hereby agreed, by and between the said parties hereto:

1st. That the said S.B. shall, within days from this date, pay

to the said official liquidator the said sum of f, , and when thereto required

shall do and execute all such acts and deeds as may be necessary for transferring, or surrendering and releasing, to the said official liqnidator, on behalf of the aaid company, or in such manner as the said official liquidator may direct, the said shares, held by the said 8.13, in the said company, and all claimland demand whatsoever,

which

VICTORIW, No.

--

which the said 5.8. has, ol may h & ~, ahaihat the said company, in rkspect of the said shares, or the distribution of the assets of the said company, or otherwise howsoever.

2nd. That the said sum of £, and the transfer, or surrender and release Itha Mid &hates and ihterest of the $aid A.B., as akesaid, shall be aecep'ted by

the ga5d official liquidator as, and be deelhed and taken to give, to the $Bid $.B. ?ull7 8nd corn lete diecharge from all calls and liabilities, claim*, and '8tm?hda wh-&l-

t h f l g the said company, or the official liquidator thereof now liars, or rtrap h+&, or be entitled to against the said s.B., in Aspect of his being, or

K'k%ig begh, the holder of the said shafes, ot o~hetwiae as a cot.ltributory QP the said ctimpatiy.

R.P., Official	Ei'qaidatar.
S.B.

Witness to the ~ i p t u r e s of thi: $aid

#,P. a h d k ~. , C.D.,of, &c.

Nb. 21 .-Appearance Book.

Iii t'hk mattet, &c.

Appearance Book.

a t e when %ether If he dpppprars If h e appears Ahblm't of

Creditor, Con- in person, by n Solicitor, solicitor'^ I)t?bt,[or

"$$:F Party'. Name. tributary, hii Address his Bohoitor's Addrea Numbool

Shareholder. for Seeice. Name. Xhurw].

-, _ - - _ _ _ _ - - - - -

No. 22.-CeLtijcate

of the Company being completety wound up, and of the O$icial

Liquidato? having passed his Pinal .4ccornt.

I n the matter, &c.

I hereby certify that R.P., the official liquidator of the abdve-named compkny, has passed his final account as such official liquidator, and that the balance of

th'efeby certified to be due to pi. from the saia ol%cial liquidator has been paid in	the manner directed by the order datea the day of 18, and
that the d'tk safd cornpm7 h o e been cumrpletely *bmd up.

The evidence uroduced, &c.

Dated this day of 18 .

N.B.T., h s o ~ i i t e.

No. 23.-Order to Dissolve the Company.

Tn the Supreme Court.

Tti h e matter, &c.

Upon the application of the official liquidator of the above-named company, and

upon reading the associate's certificate herein, dated the day of whereby

it, appears that the affairs of the said company have been completely wound up, His

:Honor doth order that the said company he dissolved

as from this day of , l 8 .

L'ompsnies Winding 1. The -1iquidatbr of

the company shall surnfnon any meeting of creditoh, contribu-

UP -W 1890, Im- tories, or shareholdpm of the company, by giving not less th&n seven daps' notiee of

$! ::,md the time sand place thereof in the Gocanhaf i t Gazelle, and in two daily newaprpera publirrlied i n khla ide. Nbtioe of such meeting shall also be seat by pdbt b'evev person appearing to be a creditor of the cornpally in the case of a meeting of

creditors

55' & 56' VICTORIW, No. 557.

The Compunie,~ Act.--1892.

-

creditors, and to every contributory or shareholder in the case of a meeting of eontributories or shareholders. The notice shall state the object of the meeting, unless a Judge otherwise directs,

2. The meeting shall be held a t such place as is in the opinion of the liquidator

most convenient for the majority of the creditors or c0ntributol.i~	or shareholders
as the case may be.

3. The liquidator, or some person nominated by him or by the Court, shall be the chairman a t the meetings.

4. A person shall not be entitled to vote as a creditor unless he has duly roved

a debt to be due to him from the company, and the proof has been duly adged

before the time appointed for the meeting. f

5. A creditor shall not vote in respect of any unliquidated or contingent debt, or any other debt the value of which is not ascertained.

6. For the purpose of voting a secured creditor shall, unless he surrenders his security, state in his proof the particulars of his security, the date when it was given, and the value at which he assesses it, and shall be entitled to vote only in respect of the balance (if any) due to him after deducting the value of his security. He may, however, give up the security, and thereupon he may vote in respect of the whole sum due to him. If he votes in respect of his whole debt he shall be deemed to have surrendered his security, unless the Court on application is satisfied that the omission to value the security has arisen from inadvertence,

7. A creditor shall not vote in respect of any debt secured by a current bill of

exchange or promissory note held by him, unless he is willing to treat the liability to him thereon of every person who is liable thereon antecedently to the company, and who has not been adjudicated insol~ent or made an assignment for the benefit of or compounded with his creditors, as a security in his hands, and to estimate the value thereof, and for the purposes of voting, but not for the purposes of dividend, to deduct it from his proof.

8. The liquidator may, within twenty-eight days after a proof estimating the value of a secwity as aforesaid has been made use of in voting a t any meeting, require the creditor to give up the ~ecurity for the benefit of the creditors generally on payment of the value SO estimated, with an addition thereto of Twenty Pounds per centum: Provided that where a creditor hati put a value on such security he may at any time before he has been required to give up such security as aforesaid, correct such valua- tion by a new proof, and deduct such new value from his debt, but in that case the liquidator may require him to give up the security for the benefit of the creditore generally on payment of such new value only.

9. The chairman of the meeting shall have power to admit or reject a proof for the purpose of voting, but his decision ehall be subject to appeal to the Court. If he is in doubt whether the proof of a creditor should be admitted or rejected he shall mark the proof as objected to and shall allow the creditor to vote, subject to

the vote being declared invalid in the event of the objection being sustained.

10. A creditor, contributory, or shareholder may vote either in person or by proxy,

11. Every instrument of proxy shall be in the form at the foot of these rules, or in

a similar form with variations as required, and shall be issued by the liquidator.

12. An instrument of proxy shall not be used unless it is deposited with the liqui-

dator before the meeting at which i t is to be used.

13. A creditor, contributory, or shareholder may appoint the liquidator to act

as his proxy.

14. The chairman of the meeting may, with the consent of the meeting, adjourn the meeting from time to time and from place to place.

15. A meeting shall not be competent to act for any purpose, except the election

of a chairman, and the adjournment of the meeting, unless there are present or repre-

aented thereat at least three creditors, contributories, or shareholders or all the credi-

tors, contributories, or shareholders if their number does not exceed three.

16. If within half an hour from the time appointed for the meeting a quorum of

creditors, contributories, or shareholders is not present or represented the meeting shall be adjourned to the same d a y in the following week at the same time and place, or ta such other day as the chairman may appoint, not being less than seven nor more than twenty-one days.

17. The chairman of the meeting shall cause minutes of the proceedings a t the

meeting to be drawn up and fairly entered in a book kept for that purpose, and the

minutes shall be signed by him, or by the chairman of the next ensuing meetin

by the liquidator. Such minutes, or the chairman's certificate of the result o p* the Or	meeting, shall be sufficient evidence of the result aa stated in such minutes or
certificate. Forms,

& 56" VICTORIAZ, N o. 557.

The Companies Act.-1 892.

- -p-	-
Forms.

- The following forms, or forrna to the like effect, may be used, with s ~ c h

variations as circumetances require :-

Appointment of Proxy to vote at Meeting of Creditors, Contrzbutories, or

rSlzareholders.

In the matter, &c.

I, W.S., of , being a creditor [or contributory or shareholder] of

the above-named company, hereby appoint, of, as my proxy, t o vote for me and on my behalf at the meeting of the creditors [or contributories or shareholders] of the eaid company to be held on the day

of , and a t any adjournment thereof.

As witness my hand this day of , 18 .

W.S.

Signed by the said W.S., in the presence of

J.M., of, &c.

Chairman's CertiJicate of result of Meeting of Creditors, Contributories, or

Shareholders.

I n the matter, &c.

I, H. T., chairman of a meeting of the creditors [or contributories or shareholdera]

of the above-named company, summoned by advertisement [or notice], dated the

day of 18 , and held on the ' day of 18 ,

a t , do hereby certify the result of such meeting as follows:-The

said meeting was attended, either personally or by proxy, by creditors, who have proved debts against the said company, amounting in the whole to the the value of ;E [or by contributories or shareholders, holding in the whale shares in the said company, and entitled respectively, by the

regulations of the company, to the number of votes hereinafter mentioned]. The question submitted to the said meeting was whether the creditors [or contributories,

or shareholders] of the said company approved of the proposal of the official liquidator

of the said company, that, &C., [as the case may be], and wished that such proposal should be adopted and carried into effect. The said meeting was unanimously of opinion that the said proposal should [or should not] be adopted and carried into effect; or the result of the voting upon such rpestion was as follows :-The under- mentioned creditors [or contributories or shareholders] voted in favor of the said proposal being adopted and carried into effect :-

Number of Votea

Name of Creditor [or Vallle of conferred on each Con-

Contributory or Address. tributor~ [or ShsreholderJ

Nllr,lbrr

Shareholder]. b J the Regulat~nns

of

the Company.

- ---p-- m- - P

1

The undermentioned creditors [or contributories, or shareholders] voted against the

said	propo~al	being adopted and carried into effect :-	.	. -. . -p
/ Number of vote^^

Name of Creditor [or of Debt [or conferred on each Con-

Contributory or Address. Nnmber of Sharasl. txibutory o r Shareholder]

Shereholder] by the kegulations of

the Company.

Ih ted th i~ day of 18 .

(Signed) H. T,, Chairman.

- --pp-

--

Adelaide : By authority, C. E. BRIBTOW, Government Printer, North-terrace.