The Companies Act 50 and 51 Vic, Amendment Act 1887 (SA)

ANNO QUINQUAGESJMO ET QUIN QUAGESIMO

PRIM0

A.D. 1887.

No. 408.

An Act to amend the " Companies Act Amendment

Act, r 870-7 I. 9

[Assented to, December pth, ~887.1

W HEREAS doubts have been entertained whether the power given by the Companies Act Amendment Act, 1870-71,"

to a company of reducing its capital extends to paid-up capital, and it is expedient to remove such doubts-Be it therefore Enacted by the Governor of the Provincc of South Australia, with the advice and consent of the Legislative Council and House of Assembly of

the said province, in this present Parliament assembled:

Company, and paid-up capital may be reduced either with or with- out extinguishing or reducing the liability (if any) remaining on the shares of the Company, and to the extent to which such liability

1, This Act may be citcd for all purposes as " The Companies short title.

Act Amendment Act, 1887."

2, This Act shall, so far as is consistent with the tenor thereof, Constmction c l a ~.

be construed as one with '' The Companies Act, 1864," an Act No. 22 of 1870-71, intituled '' An Act to amend the Companies Act,

1864," and herein designated " The Companies Act Amendment

Act, 1870-71," and "The Companies Act Amendment Act, 1886."

3. The word " capital," as used in the '' Companies Act Amend- Constrtrction of capital, and powers to

mrnt Act, 1870-71," shall include paid-up capital, and the power to red.,. ,M , con.

reduce capital conferred by that Act shall include a power to cancel lained in ''Companies

Act Amendment Aet,

any lost capital or any capital unrepresented by available assets, or 1570-71."

to pay off any capital which may be in excess of the wants of the

50" & 51' VICTORIJE, No. 408.

The Companies Act 4mendment Act.-]. 887.

liability is not extinguished or reduced i t shall be deemed to be preserved, notwith standing anything contained in the ' Companies Act Amendment A&, 1870-71.''

Application of

provieiona of l' Com- 4, The provisions of the c ' Companies Act Amendment Act,

panics ~ ~ t 1870-71," as amended by this Act, shall apply to any Company ~ ~ ~ ~ a -

mcntActy 1870-71-v' reducing its capital in pursuance of this Act, and of the "Companies

Act Amendment Act, 1870-7 l," as amended by this Act: Provided that where the reduction of the capital of a Company does not involve either the diminution of any liability in respect of unpaid capital, or the payment to any shareholder of any paid up capital-

I. The creditors of the Company shall not, unless the Court

otherwise direct, be entitled to object, or required to con-

sent, to the reduction; and-

11. It shall not be necessary, before the presentation of the petition for confirming the reduction, to add, and the Court may, if it thinks it expedient so to do, dispense altogether with, the addition of the words and reduced," as men- tioned in the '' Companies Act Amendment Act, 1870-71."

court may require *

reasons for reduction 5. In any case that thc Court thinks fit so to do, it may require for the reduction of its capital, or such other information in regard to the reduction of its capital as the Court may think expedient, with a view to give proper information to the public in relation to the reduction of its capital by a Company: And, if the Court thinks fit, the causes which led to such reduction, and the minute required to be registered in the case of reduction of capital shall show, in addition to the other particulars required by law, the amount (if any), at the date of the registration of the minute, pro- posed to be deemed to have been paid up on each share.

be the Company to publish, in such manner as it thinks fit, the reasons

Power to reduce

capital by cancellation 6, Any Company limited by shares may so far modify the con-

of uniasued aharea.

clitions contained in its memorandum of association, if authorised so to do by its regulations as originally framed or as altered by special resolution, as to reduce its capital by cancelling any shares which, at the date of the passing of such resolution, have not been takcn or agreed to 5e taken by any person, and the provisions of The Com- panies Act Amendment Act, 1870-1, shall not apply to any reduc- tion of capital made in pursuance of this section.

Reception of certified

7. And whereas i t is expedient to make provision for the recep- tion as legal evidence of certificates of incorporation other than

wpiea of documents

, legd

the original certificates and of certified copies of or cxtrztcts from any documents filed and rcgistered under the Companies Acts 1864 to 1887: Be it Enacted that any certificate of the incorporation of any Company, given by the Registrar for the time being under his hand and seal, shall be received in evidence as if it were the original certificate, and any copy of or extract from any of the documents or part of the documents kept and registered at any of

the

50" & 51" VICTORIE, No. 408.

The Companies Act Amendment Act.-1 88 7.

the offices for the registration of Joint Stock Companies in the Pro- vince of South Australia, if duly certified to be a true copy under the hand and seal of the Registrar, and whom it shall not be necessary to prove to be the Registrar, shall, in all legal pro- ceedings, civil or criminal, and in all cases whatsoever, be received

in evidence as of equal validity with the original document,

8. The provisions of this Act, and sections 13 to 23 inclusive of Appliostion of certain

"The Compinies Act Amendment Act, 1870-71," as amended by ~	~	~	~	n	$	'	t	~
this Act, so far as the same are consistent, shall apply to any Com- pany registered under the provisions of the Miners' Act, 1865," or C' The Mining Companies Act, 1881."

Q, Notwithstanding anything contained in clause 24 of " The Register of members,

Companies Act, 1864," it shall not be necessary to distinguish each

share by its number in the register of members.

In the name and on behalf of Her Majesty, I hereby assent to

this Rill,

MTM. C. F. ROBINSON, Governor.

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Adelaide : By authority, E. SPILLER, Government Printer, North-tenace.