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THE COMPANIES ACTS 
 1862-1900 
 
THE COMPANIES ACTS 
 1862-1900 
 
THE ABERDEEN UNIVERSITY PRESS LIMITED. 
 
f' 
 
 THE 
 
 COMPANIES ACTS 
 
 1863-1900 
 
 W^ITH CROSS REFERENCES 
 
 AND 
 
 K FULL, ANALYTICAL. INDEX 
 
 Comprising the Full Text op all the Statutes with all 
 
 Amendments and Repeals down to 1900, and the 
 
 Forms and Fees Prescribed by the Board 
 
 OP Trade under the Act of 1900 
 
 BY 
 
 WILLIAM GODDEN LL.B., B.A. 
 
 * SOLICITOR 
 AND 
 
 STAMFOED HUTTON 
 
 OF THE INNER TEMPLE AND THE OXFORD CIRCUIT, 
 BARRI8TER-AT-LAW 
 
 LONDON 
 
 EFFINGHAM WILSON 
 
 ROYAL EXCHANGE 
 
 1901 
 

 
 SPRECKELS 
 
PREFACE. 
 
 This book contains all the Companies Acts, 1862 
 to 1900, applicable to England and Wales, together 
 with the Forged Transfer Acts and the Forms and 
 Fees prescribed by the Board of Trade for use 
 under the Companies Act, 1900, and is intended 
 to supply for ready reference the full text of the 
 Statutes in a small compass together with a full 
 index. 
 
 Sections which have been repealed or amended 
 are distinguished accordingly, and where sections 
 refer to or are affected by other sections cross 
 references are added to facilitate reference to 
 such other sections. 
 
 No other comment, annotation, or reference to 
 judicial decisions Jias been added, as the object of 
 the book is to reproduce all the existing Statute 
 law on the subject in the most portable and handy 
 form for use in the office and at meetings of 
 directors or shareholders. 
 
 The analytical index has been made very full, 
 and care has been taken to arrange the subject- 
 matter under every heading under which search 
 
 113641 
 
VI PREFACE. 
 
 appears likely to be made, in order that any par- 
 ticular portion of the Acts may be found as quickly 
 and easily as possible. 
 
 The text of the Acts follows the Queen's Printers' 
 copies, but the authorised marginal notes of the 
 Revised Edition of the Statutes have been sub- 
 stituted for the original marginal notes, which in 
 many cases were misleading. 
 
 W. G. 
 S. H. 
 
TABLE OF CONTENTS. 
 
 PAGE 
 
 Preface v 
 
 The Companies Act, 1862 1 
 
 Table A (being the First Schedule to the Companies 
 
 Act, 1862) 93 
 
 The Companies Seals Act, 1864 126 
 
 The Companies Act, 1867 129 
 
 The Joint Stock Companies Arrangement Act, 1870 . 145 
 
 The Companies Act, 1877 146 
 
 The Companies Act, 1879 149 
 
 The Companies Act, 1880 ....... 154 
 
 The Companies (Colonial Registers) Act, 1883 . . 158 
 
 The Companies (Memorandum of Association) Act, 1890 161 
 
 The Companies (Winding-up) Act, 1890 .... 164 
 
 The Directors Liability Act, 1890 .... 190 
 
 The Forged Transfers Act, 1891 194 
 
 The Forged Transfers Act, 1892 197 
 
 The Companies (Winding-up) Act, 1893 .... 199 
 
 The Companies Act, 1898 200 
 
 The Companies Act, 1900 202 
 
 Forms Prescribed by Board of Trade for Use under 
 the Companies Act, 1900, with Fees Payable on 
 
 Filing Thereof 226 
 
 Index 237 
 
THE COMPANIES ACT, 1862, 
 
 (25 & 26 Victoria, Chapter 89). 
 
 An Act for the Incorporation, Eegulation, and Wind- 
 ing up of Trading Companies and other Associa- 
 tions. 
 
 Preliminary. 
 
 1. This Act may be cited for all Purposes as ** The short Title 
 Companies Act, 1862." 
 
 2. Repealed by the Statute Law Revision Act, 1893. 
 
 3. For the Purposes of this Act a Company that Definition 
 carries on the Business of Insurance in common with company!*'* 
 any other Business or Businesses shall be deemed to 
 
 be an Insurance Company. 
 
 4. No Company, Association, or Partnership con- Prohibition 
 sisting of more than Ten Persons shall be formed, ships ex-*'^ 
 after the Commencement of this Act, for the Purpose H^^^ 
 
 of carrying on the Business of Banking, unless it is Number, 
 registered as a Company under this Act, or is formed 
 in pursuance of some other Act of Parliament, or of 
 Letters Patent : and no Company, Association, or 
 Partnership consisting of more than Twenty Persons 
 shall be formed, after the Commencement of this Act, 
 for the Purpose of carrying on any other Business 
 that has for its Object the Acquisition of Gain^ by 
 the Company, Association, or Partnership, or by the 
 individual Members thereof, unless it is registered as 
 a Company under this Act, or is formed in pursuance 
 of some other Act of Parliament, or of Letters Patent, 
 
 1 
 
Act 
 
 2 THE COMPANIES ACT, 1862. 
 
 or is a Company engaged in working Mines within 
 and subject to the Jurisdiction of the Stannaries. 
 
 ^As to Associations not for profit, see Companies Act, 1867^ 
 Sect. 23, post p. 137. 
 
 Divisions of 5, This Act is divided into Nine Parts, relating to 
 the following Subject Matters : 
 
 The First Part, — to the Constitution and Incorpora- 
 tion of Companies and Associations under this 
 Act: 
 
 The Second Part, — to the Distribution of the Capital 
 and Liability of Members of Companies and Asso- 
 ciations under this Act : 
 
 The Third Part, — to the Management and Adminis- 
 tration of Companies and Associations under this 
 Act: 
 
 The Fourth Part, — to the winding up of Companies 
 and Associations under this Act : 
 
 The Fifth Part, — to the Eegistration Office : 
 
 The Sixth Part, — to Apphcation of this Act to Com- 
 panies registered under the Joint Stock Companies 
 Acts : 
 
 The Seventh Part, — to Companies authorized to 
 register under this Act : 
 
 The Eighth Part, — to Apphcation of this Act to 
 unregistered Companies : 
 
 The Ninth Part, — to repeal of Acts, and temporary 
 Provisions. 
 
 PART I. 
 
 Constitution and Incobporation of Companies and 
 Associations under this Act. 
 
 Memorandum of Association. 
 
 Mode of 6. Any Seven or more Persons associated for any 
 
 Company, lawful Purpose may, by subscribing their Names to a 
 
 Memorandum of Association, and otherwise complying 
 
 with the Eequisitions of this Act in respect of Kegis- 
 
THE COMPANIES ACT, 1862. 3 
 
 tratioD,^ form an incorporated Company,- with or 
 without hmited Liability. 
 
 ^ As to Registration, see Sect. 17, post p. 8. 
 2 As to Incorporation, see Sect. 18, ^os^ p. 8. 
 
 7. The Liabihty of the Members of a Company Mode of 
 formed under this Act may, according to the Memor- ^J^jj^^fy ^f 
 andum of Association, be hmited either to the Amount, Members, 
 if any, unpaid on the Shares respectively held by them, 
 
 or to such Amount as the Members may respectively 
 undertake by the Memorandum of Association to con- 
 tribute to the Assets of the Company in the event of 
 its being wound up. 
 
 8. Where a Company is formed on the Principle of Memo- 
 having the Liabihty of its Members limited to the ^aStfin 
 Amount unpaid on their Shares, herein-after referred ^^ » Com- 
 to as a Company limited by Shares, the Memorandum liSited by 
 of Association shall contain the following Things ; (that ^^^^i*®*- 
 
 is to say,) 
 
 (1.) The Name of the proposed Company, with the 
 
 Addition of the Word " Limited " ^ as the last 
 
 Word in such Name : 
 (2.) The Part of the United Kingdom, whether 
 
 England, Scotland, or Ireland, in which the 
 
 Eegistered Ofi&ce^ of the Company is proposed 
 
 to be situate : 
 (3.) The Objects for which the proposed Company is 
 
 to be established : 
 (4.) A Declaration that the Liability of the Members 
 
 is limited : 
 (5.) The AmougJuil-CapitaLLBdth:v^hicli.the Company 
 
 proposes to be registered divided into Shares. 
 
 of a certain fixed Amount: 
 Subject to the following Eegulations : 
 
 (1.) That no Subscriber shall take less than One 
 
 Share : 
 (2.) That each Subscriber of the Memorandum of 
 
 x\ssociation shall write opposite to his Name 
 
 the Number of Shares he takes. 
 
 ^ Except in the case of Associations not for profit, Companies 
 Act, 1867, Sect. 23, post p. 137. 
 
 2 As to Registered Office, see Sect. 39, post p. 18. 
 
THE COMPANIES ACT, 1862. 
 
 Memo- 
 randum of 
 Association 
 of a Com- 
 
 EEiny 
 mited by 
 Guarantee. 
 
 Memo- 
 randum of 
 Association 
 of an 
 Unlimited 
 JDompany. 
 
 9. Where a Company is formed on the Principle of 
 having the Liability of its Members limited to such 
 Amount as the Members respectively undertake to 
 contribute to the Assets of the Company in the event 
 of the same being wound up, herein-after referred to 
 as a Company limited by Guarantee, the Memorandum 
 of Association shall contain the following Things ; 
 (that is to say,) 
 
 (i.) The Name of the proposed Company, with the 
 Addition of the Word " Limited " ^ as the last 
 Word in such Name : 
 
 (2.) The part of the United Kingdom, whether 
 England, Scotland, or Ireland, in which the 
 Eegistered Office ^ of the Company is proposed 
 to be situate : 
 
 (3.) The Objects for which the proposed Company is 
 to be established : 
 
 (4.) A Declaration that each Member undertakes to 
 contribute to the Assets of the Company, in the 
 event of the same being wound up, during the 
 Time that he is a Member, or within One Year 
 afterwards, for Payment of the Debts and 
 Liabilities of the Company contracted before 
 the Time at which he ceases to be a Member, 
 and of the Costs, Charges, and Expenses of 
 winding up the Company, and for the Adjust- 
 ment of the Rights of the Contributories 
 amongst themselves, such Amount as may be 
 required, not exceeding a specified Amount. 
 
 1 Except in the case of Associations not for profit, Companies 
 Act, 1867, Sect. 23, yost p. 137. 
 
 2 As to Registered Office, see Sect. 39, post p. 18. 
 
 10. Where a Company is formed on the Principle of 
 having no Limit placed on the Liability of its Members, 
 herein- after referred to as an Unlimited Company, the 
 Memorandum of Association shall contain the follow- 
 ing Things ; (that is to say,) 
 
 (1.) The Name of the proposed Company : 
 (2.) The Part of the United Kingdom, whether 
 England, Scotland, or Ireland, in which the 
 
THE COMPANIES ACT, 1862. 5 
 
 Eegistered Office ^ of the Company is proposed 
 to be situate : 
 (3.) The Objects for which the proposed Company is 
 to be established. 
 
 ^ As to Eegistered Office, see Sect. 39, post p. 18. 
 
 11. The Memorandum of Association shall bear the stamp, 
 same Stamp as if it were a Deed, and shall be signed aMEffect 
 by each Subscriber in the Presence of, and be attested of Memo- 
 by, One Witness at the least, and that Attestation Sociation. 
 shall be sufficient Attestation in Scotland as well as 
 
 in England and Ireland : It shall, when registered,^ 
 bind 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 the Memorandum contained, on the Part of himself, 
 his Heirs, Executors, and Administrators, a Covenant 
 to observe all the Conditions of such Memorandum, 
 subject to the Provisions of this Act. 
 
 ^ As to Registration, see Sects. 17 and 18, post p. 8. 
 
 12. Any Company limited by Shares may so far Power of 
 modify the Conditions contained in its Memorandum cv)mpanies 
 of Association, if authorized to do so by its Eegulations to alter 
 as originally framed, or as altered by special Eesolution dum of*"' 
 in manner herein-after mentioned,^ as to increase its Association. 
 Capital by the Issue of new Shares of such Amount 
 
 as it thinks expedient, or to consolidate and divide its 
 Capital into Shares of larger Amount than its existing 
 Shares, or to convert its paid-up Shares ^ into Stock,^ 
 but, save as aforesaid, and save as is herein-after 
 provided* in the Case of a Change of Name, no Altera- No Altera- 
 tion shall be made by any Company in the Conditions fj,"sav?ar" 
 contained in its Memorandum of Association.^ herein 
 
 mentioned. 
 
 1 Sects. 50 and bl,post pp. 22, 23. 
 
 2 As to effect of such Conversion, see Sect. 29, post p. 13. 
 
 ^ Or to re-convert Stock into paid-up shares, the Companies 
 Act, 1900, Sect. 29, post p. 224. 
 
 4 I.e., in Sects. 13 and 20, post pp. 6 and 9. 
 
 ^ See, however, the Companies (Memorandum of Association) 
 Act, 1890, ^jos^ p. 161. 
 
b THE COMPANIES ACT, 1862. 
 
 Power of 13, Any Company under this Act, with the Sanction 
 
 to^nge* of a special Eesolution of the Company passed in 
 Name. manner herein-after mentioned, ^ and with the Approval 
 of the Board of Trade testified in Writing under the 
 Hand of One of its Secretaries or Assistant Secretaries, 
 may change its Name, and upon such Change being 
 made the Registrar shall enter the new Name on the 
 Register in the Place of the former Name, and shall 
 issue a Certificate of Incorporation^ altered to meet 
 the Circumstances of the Case ; but no such Alteration 
 of Name shall affect any Rights or Obligations of the 
 Company, or render defective any legal Proceedings 
 instituted or to be instituted by or against the Com- 
 pany, and any legal Proceedings may be continued or 
 commenced against the Company by its- new Name 
 that might have been continued or commenced against 
 the Company by its former Name. 
 
 1 Sect. 51, post p. 23. 
 
 2 Sect. 18, jpos^ p. 8. 
 
 Articles of Association, 
 
 Regulations 14. The Memorandum of Association may, in the 
 scribedTy Case of a Company limited by Shares, and shall, in 
 AssfSiion *^® Case of a Company limited by Guarantee ^ or un- 
 ' limited, be accompanied, when registered by Articles 
 of Association signed by the Subscribers to the Memo- 
 randum of Association, and prescribing such Regula- 
 tions for the Company as the Subscribers to the 
 Memorandum of Association deem expedient : The 
 Articles shall be expressed in separate Paragraphs, 
 numbered arithmetically : They may adopt all or any 
 of the Provisions contained in the Table marked A. 
 in the First Schedule hereto : They shall, in the Case 
 of a Company, whether limited by Guarantee or un- 
 limited, 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 a 
 Company, whether limited by Guarantee or unlimited, 
 that has not a Capital divided into Shares, state the 
 
THE COMPANIES ACT, 1862. 7 
 
 Number of Members with which the Company pro- 
 poses to be registered, for the Purpose of enabling the 
 Registrar to determine the Fees payable on Registra- 
 tion : In a Company limited by Guarantee or unlimited, 
 and having a Capital divided into Shares, each Sub- 
 scriber shall take One Share at the least, and shall 
 write opposite to his Name in the Memorandum of 
 Association the Number of Shares he takes. 
 
 1 See also the Companies Act, 1900, Sect. 27, post p. 223. 
 
 15. In the Case of a Company limited by Shares, Application 
 if the Memorandum of Association is not accompanied ^^ ^^^^** ^' 
 by Articles of Association, or in so far as the Articles 
 
 do not exclude or modify the Regulations contained 
 in the Table marked A. in the First Schedule hereto, 
 the last-mentioned Regulations shall, so far as the 
 same are applicable, be deemed to be the Regulations 
 of the Company in the same Manner and to the same 
 Extent as if they had been inserted in Articles of 
 Association, and the Articles had been duly registered. 
 
 16. The Articles of Association shall be printed, they stamp, sig- 
 shall bear the same Stamp as if they were contained Effec?of "** 
 in a Deed, and shall be signed by each Subscriber in Articles of 
 the Presence of, and be attested by. One Witness at ^^^^^^ ^^^' 
 the least, and such Attestation shall be a sufficient 
 Attestation in Scotland as well as in England and 
 Ireland : When registered, they shall bind the Com- 
 pany 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 Articles 
 contained a Covenant on the Part of himself, his 
 Heii'S, Executors, and Administrators to conform to 
 all the Regulations contained in such Articles, subject 
 to the provisions of this Act ; and all Monies payable 
 by any Member to the Company, in Pursuance of the 
 Conditions and Regulations of the Company, or any of 
 such Conditions or Regulations, shall be deemed to be a 
 Debt due from such Member to the Company, and in 
 England and Ireland to be in the Nature of a Specialty 
 Debt. 
 
THE COMPANIES ACT, 1862. 
 
 General Provisions. 
 
 Registra,- 17. The Memorandum of Association afid the Articles 
 Memomn- ^^ Association, if any, shall be delivered to the Kegistrar 
 dum of As- of Joint Stock Companies herein-after mentioned, who 
 and Articles shall retain and register the same : There shall be paid 
 t/on^^th *° *^® Eegistrar by a Company having a Capital divided 
 Fees as in into Shares, in respect of the several Matters mentioned 
 tSIc:''" in tlie Table marked B. in the First Schedule hereto, 
 the several Fees therein specified or such smaller Fees 
 as the Board of Trade may from Time to Time direct ; 
 and by a Company not having a Capital divided into 
 Shares, in respect of the several Matters mentioned in 
 the Table marked C. in the First Schedule hereto, the 
 Several Fees therein specified or such smaller Fees as 
 the Board of Trade may from Time to Time direct : 
 All Fees paid to the said Eegistrar in pursuance of 
 this Act shall be paid into the Eeceipt of Her Majesty's 
 Exchequer, and be carried to the Account of the Con- 
 solidated Fund of the United Kingdom of Great Britain 
 and Ireland. 
 Effect of 18. Upon the Eegistration of the Memorandum of 
 
 B«gistra- Association, and of the Articles of Association in cases 
 where Articles of Association are required by this 
 Act or by the Desire of the Parties to be registered, 
 the Eegistrar shall certify under his Hand that the 
 Company is incorporated, and in the Case of a Limited 
 Company that the Company is limited : The Sub- 
 scribers of the Memorandum of Association, together 
 with such other Persons as may from Time to Time 
 become Members of the Company, shall thereupon be 
 a Body Corporate by the Name contained in the Memor- 
 andum of Association, capable forthwith of exercising 
 all the Functions of an Incorporated Company, and 
 having perpetual Succession and a Common Seal ^ with 
 Power to hold Lands,^ but 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 : ^ [A Certificate of the In- 
 corporation of any Company given by the Eegistrar 
 
THE COMPANIES ACT, 1862. » 
 
 shall be conclusive Evidence that all the Eequisitions 
 of this Act in respect of Eegistration have been com- 
 plied with. 4] 
 
 ^As to Seal for use in foreign countries, see the Companies 
 Seals Act, 1864, post p. 126. 
 
 2 Unless Company be one not formed for acquisition of gain, 
 as to which see Sect. 21, post p. 10. 
 
 3 Sect. 38, post p. 17. 
 
 * Repealed and re-enacted by the Companies Act, 1900, Sect. 1 (1), 
 post p. 202. 
 
 19. A Copy of the Memorandum of Association, copies of 
 having annexed thereto the Articles of Association, 5^^^™^^^^" 
 if any, shall be forwarded to every Member, at his Articles to 
 Eequest, on Payment of the Sum of One Shilling or Members!^ 
 such less Sum as may be prescribed by the Company 
 
 for each Copy ; and if any Company makes Default in 
 forwarding a Copy of the Memorandum of Association 
 and Articles of Association, if any, to a Member, in 
 pursuance of this Section, the Company so making 
 Default shall for each Offence incur a Penalty not 
 exceeding One Pound. 
 
 20. No Company shall be registered under a Name Prohibition 
 identical with that by which a subsisting Company is Jfen°fjy„f 
 already registered, or so nearly resembling the same Names in 
 as to be calculated to deceive, except in a case where "™p*"'®^- 
 such subsisting Company is in the course of being 
 dissolved and testifies its Consent in such Manner as 
 
 the Eegistrar requires ; and if any Company, through 
 Inadvertence or otherwise, is, without such Consent as 
 aforesaid, registered by a Name identical with that by 
 which a subsisting Company is registered, or so nearly 
 resembling the same as to be calculated to deceive, such 
 first-mentioned Company may, with the Sanction of 
 the Eegistrar, change its Name, and upon such Change 
 being made the Eegistrar shall enter the new Name on 
 the Eegister in the Place of the former Name, and 
 shall issue a Certificate of Incorporation altered to meet 
 the Circumstances of the Case ; but no such Alteration 
 of Name shall affect any Eights or Obligations of the 
 Company, or render defective any legal Proceedings 
 instituted or to be instituted by or against the Com- 
 
10 THE COMPANIES ACT, 1862. 
 
 pany, and any legal Proceedings may be continued or 
 commenced against the Company by its new Name 
 that might have been continued or commenced against 
 the Company by its former Name. 
 Prohibition 21. No Company formed for the Purpose of promot- 
 S"com-'^' iJig Art, Science, Eeligion, Charity, or any other like 
 pani^esh^id- Object, not involving the Acquisition of Gain by the 
 Company or by the individual Members thereof, shall, 
 without the Sanction of the Board of Trade, hold more 
 than Two Acres of Land ; but the Board of Trade may, 
 by License under the Hand of One of their Principal 
 Secretaries or Assistant Secretaries, empower any such 
 Company to hold Lands in such Quantity and subject 
 to such Conditions as they think fit. 
 
 ing Land. 
 
 PAKT II. 
 
 Distribution of Capital and Liability op Mem- 
 bers OF Companies and Associations under 
 THIS Act. 
 
 Distribution of Capital. 
 
 Nature of 22. The Shares or other Interest of any Member in 
 
 Comifany" a Company under this Act shall be Personal Estate, 
 
 capable of being transferred ^ in manner provided by 
 
 the Eegulations of the Company, and shall not be of 
 
 Shares to be the Natuie of Eeal Estate, and each Share shall, in 
 
 Numbered, ^j^^ Case of a Company having a Capital divided into 
 
 Shares, be distinguished by its appropriate Number.^ 
 
 ^ As to Registration of Transfer, see Sect. 35, post p. 15, and 
 Companies Act, 1867, Sect. 26, post p. 139. 
 ^I.e., in the Register, Sect. 25 {I), post p. 11. 
 
 Deflni- 23. The Subscribers of the Memorandum of Associa- 
 
 "Member." tiou of any Company under this Act shall be deemed to 
 
 have agreed to become Members of the Company whose 
 
 Memorandum they have subscribed, and upon the Ee- 
 
 gistration of the Company shall be entered as Members 
 
THE COMPANIES ACT, 1862. 11 
 
 on the Register of Members herein-after mentioned ; ^ 
 and every other Person who has agreed to become a 
 Member of a Company under this Act, and whose 
 Name is entered on the Register of Members, shall be 
 deemed to be a Member of the Company. 
 ^ Sect, 25, infra. 
 
 24. Any Transfer of the Share or other Interest of Transfer by 
 a deceased Member of a Company under this Act,i R^Sresen- 
 made by his Personal Representative, shall, notwith- tative. 
 standing such Personal Representative may not himself 
 
 be a Member, be of the same Validity as if he had been 
 a Member at the Time of the Execution of the Instru- 
 ment of Transfer. 
 1 Sect, 22, ante p. 10. 
 
 25. Every Company under this Act shall cause to Register of 
 be kept in One or more Books a Register of its Members, ®™ ®^" 
 and there shall be entered therein the following Par- 
 ticulars : 
 
 (1.) 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 1 held by each Member, distin- 
 guishing each Share by its Number; And of 
 the Amount paid or agreed to be considered as 
 paid on the Shares of each Member : 
 (2.) The Date at which the Name of any Person was 
 
 entered in the Register as a Member : 
 (3.) The date at which any Person ceased to be a 
 
 Member : 
 And any Company acting in contravention of this 
 Section shall incur a Penalty not exceeding Five Pounds 
 for every Day during which its Default in complying 
 with the Provisions of this Section continues, and every 
 Director or Manager of the Company who shall know- 
 ingly and wilfully authorize or permit such Contraven- 
 tion shall incur the like Penalty. 
 
 ^ Where Shares have been converted into Stock, see Sect. 29, 
 2X)st p. 13. Where Share Warrants have been issued, see the 
 Companies Act, 1867, Sect. 31, post p. 140. 
 
12 THE COMPANIES ACT, 1862. 
 
 Annual List'''^ 26. Every Company under this Act, and having a 
 of Members. Capital^ divided into Shares, shall make, once at least 
 in every Year, a List of all Persons who, on the 
 Fourteenth Day succeeding the Day on v^hich the 
 Ordinary General Meeting,^ or if there is more than 
 One Ordinary Meeting in each Year, the First of such 
 Ordinary General Meetings is held, are Members of 
 the Company ; and such List shall state the Names, 
 Addresses, and Occupations of all the Members therein 
 mentioned, and the Number of Shares held by each of 
 them, and shall contain a Summary^ specifying the 
 following Particulars : * 
 
 (1.) The Amount of the Capital of the Company, and 
 the Number of Shares into which it is divided : 
 (2.) The Number of Shares taken from the Com- 
 mencement of the Company up to the date 
 of the Summary : 
 (3,) The Amount of Calls made on each Share : 
 (4.) The total Amount of Calls received : 
 (5.) The total Amount of Calls unpaid : 
 (6.) The total Amount of Shares forfeited : 
 (7.) The Names, Addresses, and Occupations of the 
 Persons who have ceased to be Members since 
 the last List was made, and the Number of 
 Shares held by each of them. 
 The above List and Summary shall be contained in a 
 separate Part of the Eegister, and shall be completed 
 within Seven Days after such Fourteenth Day as is 
 mentioned in this Section, and a Copy shall forth- 
 with be forwarded to the Eegistrar of Joint Stock 
 Companies. 
 
 1 As to Companies not having a Capital divided into Shares, see 
 Sect. 45, post p. 21. 
 
 2 Sect. 49, post p. 22. 
 
 3 Schedule 2, Form E, post p. 119. 
 
 ^ Where Shares have been converted into Stock, see Sect. 29, 
 post p. 13. Where Share Warrants have been issued, see the 
 Companies Act, 1867, Sect. 32, ^os< p. 141. Where a reduction of 
 Capital has talcen place, see the Companies Act, 1880, Sect. 6, 
 post p. 155., and for furoher requirements, see the Companies Act,. 
 1900, Sect. 19, post p. 220. 
 
THE COMPANIES ACT, 1862. 13 
 
 27. If any Company under this Act, and having a Penalty on 
 Capital divided into Shares, makes default in com- etc™Sot^' 
 plying v^ith the Provisions of this Act with respect to forwarding 
 forwarding such List of Members or Summary as is Members, 
 herein-before mentioned ^ to the Eegistrar, such Com- gM^^.^^ 
 pany shall incur a Penalty not exceeding Five Pounds 
 
 for every Day during which such Default continues, 
 and every Director and Manager of the Company who 
 shall knowingly and wilfully authorize or permit such 
 Default shall incur the like Penalty. 
 
 1 In the previous Sect. u ^ 
 
 28. Every Company under this Act, having a Company to 
 Capital divided into Shares, that has consolidated i ff^con-^*^^^ 
 and divided its Capital into Shares of larger Amount ^J^^^^^^on" 
 than its existing Shares, or converted any Portion version of 
 of its Capital into Stock, shall give Notice to the §f pJ^^^ i"*« 
 Eegistrar of Joint Stock Companies, of such Con- 
 solidation, Division, or Conversion, specifying the 
 Shares so consolidated, divided, or converted. 
 
 1 As empowered to do by Sect. 12, ante p. 5. r y 
 
 29. Where any Company under this Act, and having Effect of ^ 
 a Capital divided into shares, has converted ^ any of^shlres"*" 
 Portion of its Capital into Stock, and given Notice ^ into stock. 
 
 of such Conversion to the Registrar, all the Provisions 
 of this Act which are applicable to Shares only shall 
 cease as to so much of the Capital as is converted into 
 Stock ; and the Register of Members hereby required ^ 
 to be kept by the Company, and the List of Members * 
 to be forwarded to the Registrar, shall show the 
 Amount of Stock held by each Member in the List 
 instead of the Amount of Shares and the Particulars 
 relating to Shares herein-before required. 
 
 1 As empowered to do by Sect. 12, ante p. 5. 
 
 2 As required in preceding Section. 
 ^ Sect. 25, ante p. 11. 
 
 4 Sect. 26, ante p. 12. 
 
 30. No Notice of any Trust, expressed, implied. No Entry of 
 or constructive, shall be entered on the Register, or Register" 
 be receivable by the Registrar, in the Case of Com- 
 
14 THE COMPANIES ACT, 1862, 
 
 panies under this Act and registered in England or 
 Ireland. 
 Certificate 31, A Certificate, under the Common Seal of the 
 orstocr Company, specifying any Share or Shares or Stock 
 TRtie*"*'^ ^^ ^^^^ ^y ^"y Member of a Company, shall be prima 
 facie Evidence of the Title of the Member to the 
 Share or Shares or Stock therein specified. 
 Inaction 32. The Eegister of Members, commencing from 
 egis r. ^j^^ Date of the Eegistration of the Company, shall be 
 kept at the Eegistered Office of the Company herein- 
 after mentioned : ^ Except when closed as herein-after 
 mentioned,^ it shall during Business Hours, but subject 
 to such reasonable Eestrictions as the Company in 
 General Meeting may impose, so that not less than 
 Two Hours in each Day be appointed for Inspection, 
 be open to the Inspection of any Member gratis, and 
 to the Inspection of any other Person on the Payment 
 of One Shilling, or such less Sum as the Company 
 may prescribe, for each Inspection ; and every such 
 Member or other Person may require a Copy of such 
 Eegister, or of any Part thereof, or of such List or 
 Summary of Members as is herein-before mentioned, 
 on Payment of Sixpence for every Hundred Words 
 required to be copied : If such Inspection or Copy is 
 refused, the Company shall incur for each Eefusal a 
 Penalty not exceeding Two Pounds, and a further 
 Penalty not exceeding Two Pounds for every Day 
 during which such Eefusal continues, and every 
 Director and Manager of the Company who shall 
 knowingly authorize or permit such Eefusal shall 
 incur the like Penalty ; and in addition to the above 
 Penalty, as respects Companies registered in England 
 and Ireland, any Judge sitting in Chambers, or the 
 Vice Warden of the Stannaries, in the Case of Com- 
 panies subject to his Jurisdiction, may by Order 
 compel an immediate Inspection of the Eegister. 
 
 1 Sect. 39, post p. 18. 
 
 2 Sect. 33, infra. 
 
 Power 33, Any Company under this Act may, upon giving 
 
 Register. Notice by Advertisement in some Newspaper circu- 
 
THE COMPANIES ACT, 1862. 15 
 
 lating in the District in which the Eegistered Office of 
 the Company is situated, close the Eegister of Members 
 for any Time or Times not exceeding in the whole 
 Thirty Days in each Year. L/ 
 
 34. Where a Company has a Capital divided into Notice of 
 Shares, whether such Shares may or may not have capS and ^ 
 been converted into Stock, Notice of any Increase in J^ b^gJln 
 such Capital beyond the registered Capital, and where to Regis- 
 a Company has not a Capital divided into Shares, ^^^' 
 Notice of any Increase in the Number of Members 
 beyond the registered Number, shall be given to the 
 Eegistrar in the Case of an Increase of Capital, within 
 Fifteen Days from the Date of the passing of the Ee- 
 solution by which such Increase has been authorized, 
 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, 
 and the Eegistrar shall forthwith record the Amount 
 of such Increase of Capital or Members : If such 
 Notice is not given within the Period aforesaid the 
 Company in default 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 shall knowiugly and 
 wilfully authorize or permit such Default shall incur 
 the like Penalty. 
 
 35. If the Name of any Person is, without sufficient jRemedyfor 
 Cause, entered in or omitted from the Eegister of ^^^JJ^o/ 
 Members of any Company under this Act, or if Default g™/^^^''" ^* 
 is made or unnecessary Delay takes place in entering Register, 
 on the Eegister the Fact of any Person having ceased 
 to be a Member of the Company, the Person or Member 
 aggrieved, or any Member of the Company, or the 
 Company itself, may, as respects Companies registered 
 in England or Ireland, by Motion in any of Her 
 Majesty's Superior Courts of Law or Equity, or by 
 Application to a Judge sitting in Chambers, or to the 
 Vice Warden of the Stannaries in the Case of Com- 
 panies subject to his Jurisdiction, and as respects 
 Companies registered in Scotland by summary Petition 
 
16 THE COMPANIES ACT, 1862. 
 
 to the Court of Sessions, or in such other Manner as 
 the said Courts may direct, apply for an Order of the 
 Court that the Eegister may be rectified ; and the Court ^ 
 may either refuse such AppHcation, with or without 
 Costs, to be paid by the Applicant, or it may, if satisfied 
 of the Justice of the Case, make an Order for the Recti- 
 fication of the Register, and may direct the Company 
 to pay all the Costs of such Motion, Application, or 
 Petition, and any Damages the Party aggrieved may 
 have sustained : The Court may in any Proceeding 
 under this Section decide on any Question relating 
 to the Title of any Person who is a Party to such 
 Proceeding to have his Name entered in or omitted 
 from the Register, whether such Question arises be- 
 tween Two or more Members or alleged Members, 
 or between any Members or alleged Members, and 
 the Company, and generally the Court may in any 
 such Proceeding decide any Question that it may be 
 necessary or expedient to decide for the Rectification 
 of the Register ; provided that the Court, [if a Court 
 of Common Law,^] may direct an Issue to be tried, in 
 which any Question of Law may be raised, [and a 
 Writ of Error or Appeal, in the Manner directed by 
 " The Common Law Procedure Act, 1854," shall lie 2]. 
 
 1 This jurisdiction is specially preserved by the Companies 
 Act, 1898, Sect. 2, post p. 201. 
 
 2 Repealed by the Statute Law Revision Act, 1881. 
 
 Notice to 36. Whenever any Order has been made rectifying 
 
 RiSifica- ^^ *^® Register, in the Case of a Company hereby required 
 tion of to send a List of its Members to the Registrar, the Court 
 Register. ^^^^^^ ^^ .^^ Order, direct that due Notice of such Rec- 
 tification be given to the Registrar. 
 Register to 37. The Register of Members shall be primd facie 
 be Evidence. j,^.^gj^gg of any Matters by this Acti directed or 
 authorized to be inserted therein. 
 
 1 Sect. 25, ante p. 11. 
 
^ THE COMPANIES ACT, 1862. 17 
 
 Liability of Members. 
 
 38.^ In the event of a Company formed under this Liability 
 Act being wound up, every present and past Member anS^pasf ' 
 of such Company shall be liable to contribute to the Members of 
 Assets of the Company to an Amount sufficient for **™P*^y" 
 Payment of the Debts and Liabilities of the Company, 
 and the Costs, Charges, and Expenses of the Winding 
 up, and for the Payment of such Sums as may be 
 required for the Adjustment of the Eights of the Con- 
 tributories amongst themselves, with the Qualifications 
 following ; (that is to say,) 
 
 (1.) No past Member shall be liable to contribute to 
 the Assets of the Company if he has ceased 
 to be a Member for a Period of One Year or 
 upwards prior to the Commencement of the 
 Winding up : ^ 
 (2.) No past Member shall be liable to contribute in 
 respect of any Debt or Liability of the Com- 
 pany contracted after the Time at which he 
 ceased to be a Member : 
 (3.) No past Meniber shall be liable to contribute to 
 the Assets of the Company unless it appears 
 to the Court that the existing Members are 
 unable to satisfy the Contributions required to 
 be made by them in pursuance of this Act : 
 (4.) In the Case of a Company limited by Shares, 
 no Contribution shall be required from any 
 Member exceeding the Amount, if any, unpaid 
 on the Shares in respect of which he is liable 
 as a present or past Member : 
 (5.) In the Case of a Company limited by Guarantee, 
 no Contribution shall be required from any 
 Member exceeding the Amount of the Under- 
 taking entered into on his Behalf by the 
 Memorandum of Association: 
 (6.) Nothing in this Act contained shall invalidate 
 any Provision contained in any Policy of In- 
 surance or other Contract whereby the Liability 
 of Individual Members upon any such Policy 
 2 
 
18 JHE COMPANIES ACT, 1862, 
 
 or Contract is restricted, or whereby the 
 Funds of the Company are alone made liable 
 in respect of such Policy or Contract : 
 (7.) No Sum due to any Member of a Company, in 
 his Character of a Member, by way of Divi- 
 dends, Profits, or otherwise, shall be deemed 
 to be a Debt of the Company, payable to such 
 Member in a Case of Competition between 
 himself and any other Creditor not being a 
 Member of the Company ; but any such Sum 
 may be taken into account, for the Purposes 
 of the final Adjustment ^ of the Eights of the 
 Contributories amongst themselves. 
 
 ^ Modified as to Directors or Managers with Unlimited Lia- 
 bility by the Companies Act, 1867, Sect. 5, post p. 130. 
 
 2 As to Commencement of Winding-up, if by the Court, see 
 Sect. 84, post p. 37 ; if voluntary, see Sect. 130, post p. 64. 
 
 3 Sect. 109, post p. 46. 
 
 PAKT III. 
 
 Management and Administbation of Companies and- 
 Associations under this Act. 
 
 Provisions for Protection of Creditors. 
 
 R^stered 39. Every Company under this Act shall have a 
 Company Begistered Office to which all Communications and 
 Notices may be addressed : If any Company under 
 this Act carries on Business without having such an 
 Office, it shall incur a Penalty not exceeding Five 
 Pounds for every Day during which Business is so 
 carried on. 
 Notice of 40. Notice of the Situation of such Registered Office, 
 StS^d^and of any Change therein, shall be given to the 
 Office. Registrar, and recorded by him : Until such Notice is 
 given the Company shall not be deemed to have com- 
 plied with the Provisions of this Act with respect to 
 having a Registered Office. 
 
THE COMPANIES ACT, 1862. 19 
 
 41. Every Limited Company under this Act, whether Publication 
 limited by Shares or by Guarantee, shall paint or affix, a^j^mited*^ 
 and shall keep painted or affixed, its Name on the Out- Company, 
 side of every Office or Place in which the Business of 
 
 the Company is carried on, in a conspicuous Position, 
 in Letters easily legible, and shall have its Name en- 
 graven in legible Characters on its Seal, and shall have 
 its Name mentioned in legible Characters in all Notices, 
 Advertisements, and other official Publications of such 
 Company, and in all Bills of Exchange, Promissory 
 Notes, Endorsements, Cheques, and Orders for Money 
 or Goods purporting to be signed by or on behalf of such 
 Company, and in all Bills of Parcels, Invoices, Receipts, 
 and Letters of Credit of the Company. 
 
 42. If any Limited Company under this Act does Penalties 
 not paint or affix, and keep painted or affixed, its Name publication 
 in manner directed by this Act, it shall be liable to a of Name. 
 Penalty not exceeding Five Pounds for not so painting 
 
 or affixing its Name, and for every Day during which 
 such Name is not so kept painted or affixed, and every 
 Director and Manager of the Company who shall 
 knowingly and wilfully authorize or permit such De- 
 fault shall be liable to the like Penalty ; and if any 
 Director, Manager, or Officer of such Company, or any 
 Person on its Behalf, uses or authorizes the use of any 
 Seal purporting to be a Seal of the Company whereon 
 its Name is not so engraven as aforesaid, or issues or 
 authorizes the Issue of any Notice, Advertisement, or 
 other official Publication of such Company, or signs or 
 authorizes to be signed on behalf of such Company 
 any Bill of Exchange, Promissory Note, Endorsement, 
 Cheque, Order for Money or Goods, or issues or author- 
 izes to be issued any Bill of Parcels, Invoice, Receipt, 
 or Letter of Credit of the Company, wherein its Name 
 is not mentioned in Manner aforesaid, he shall be liable 
 to a Penalty of Fifty Pounds, and shall further be per- 
 sonally liable to the Holder of any such Bill of Ex- 
 change, Promissory Note, Cheque, or Order for Money 
 or Goods, for the Amount thereof, unless the same ia 
 duly paid by the Company. 
 
20 
 
 THE COMPANIES ACT, 1862. 
 
 Register of 
 Mortgages. 
 
 Inspection 
 of Register. 
 
 43.^ Every Limited Company under this Act shall 
 keep a Eegister of all Mortgages and Charges specifi- 
 cally affecting Property of the Company, and shall enter 
 in such Eegister in respect of each Mortgage or Charge 
 a short Description of the Property mortgaged or 
 charged, the Amount of Charge created, and the Names 
 of the Mortgagees or Persons entitled to such Charge : 
 If any Property of the Company is mortgaged or 
 charged without such Entry as aforesaid being made, 
 every Director, Manager, or other Officer of the Com- 
 pany who knowingly and wilfully authorizes or permits 
 the Omission of such Entry shall incur a Penalty 
 not exceeding Fifty Pounds : The Eegister of Mort- 
 gages required by this Section shall be open to Inspec- 
 tion by any Creditor or Member of the Company at all 
 reasonable Times ; and if such Inspection is refused, 
 any Officer of the Company refusing the same, and 
 every Director and Manager of the Company authoriz- 
 ing or knowingly and wilfully permitting such Eefusal, 
 shall incur a Penalty not exceeding Five Pounds, and 
 a further Penalty not exceeding Two Pounds for every 
 Day during which such Eefusal continues; and in 
 addition to the above Penalty, as respects Companies 
 registered in England and Ireland^ any Judge sitting 
 in Chambers, or the Vice Warden of the Stannaries in 
 the Case of Companies subject to his Jurisdiction, 
 may by Order compel an immediate Inspection of the 
 Eegister. 
 
 1 The Companies Act, 1900, Sects. 14 to 18, post pp. 216 to 219. 
 
 Certain 44, Every Limited Banking Company and every 
 
 t?pXi?sr Insurance Company, and Deposit, Provident, or Benefit 
 
 st^ement Society under this Act shall, before it commences 
 
 iH Schedule. Business, and also on the First Monday in February 
 
 and the First Monday in August in every Year during 
 
 which it carries on Business, make a Statement in the 
 
 Form marked D. in the First Schedule hereto, or as 
 
 near thereto as Circumstances will admit, and a Copy 
 
 of such Statement shall be put up in a conspicuous 
 
 Place in the Eegistered Office of the Company, and in 
 
THE COMPANIES ACT, 1862. 21 
 
 every Branch Office or Place where the Business of 
 the Company is carried on, and if Default is made in 
 compliance with the Provisions of this Section the 
 Company shall be liable to a Penalty not exceeding 
 Five Pounds for every Day during which such Default 
 continues, and every Director and Manager of the 
 Company who shall knowingly and wilfully authorize 
 or permit such Default shall incur the like Penalty. 
 
 Every Member and every Creditor of any Company 
 mentioned in this Section shall be entitled to a Copy 
 of the above-mentioned Statement on Payment of a 
 sum not exceeding Sixpence. 
 
 45. Every Company under this Act,^ [and not List of 
 having a Capital divided into Shares 2], shall keep at its fj'keptliS 
 Registered Office a Register containing the Names and sent to 
 Addresses and the Occupations of its Directors or ^^'^ ™^" 
 Managers, and shall send to the Registrar of Joint 
 
 Stock Companies a Copy of such Register, and shall 
 from Time to Time notify to the Registrar any Change 
 that takes place in such Directors or Managers. 
 
 ^Except those Registered under The Companies Act, 1867, 
 Sect. 23, post p. 137. 
 
 ■^ Repealed by the Companies Act, 1900, post p. 226. 
 
 46. If any Company under this Act, [and not hav- Penalty on 
 ing a Capital divided into Shares i], makes Default in UotTSng 
 keeping a Register of its Directors or Managers, or in or sending 
 sending a Copy of such Register to the Registrar in Sfrectors?* 
 compliance with the foregoing Rules, or in notifying '^^■ 
 
 to the Registrar any Change that takes place in such 
 Directors or Managers, such delinquent Company shall 
 incur a Penalty not exceeding Five Pounds for every 
 Day during which such Default continues, and every 
 Director and Manager of the Company who shall 
 knowingly and wilfully authorize or permit such De- 
 fault shall incur the like Penalty. 
 
 1 Repealed by the Companies Act, 1900, post p. 226. 
 
 47. A Promissory Note or Bill of Exchange shall Promissory 
 be deemed to have been made, accepted, or endorsed buis of "^ 
 on behalf of any Company under this Act, if made. Exchange. 
 
22 
 
 THE COMPANIES ACT, 1862. 
 
 accepted, or endorsed in the Name of the Company by 
 any Person acting under the Authority of the Company, 
 or if made, accepted, or endorsed by or on behalf or on 
 account of the Company by any Person acting under 
 the Authority of the Company. 
 Liability of 48. If any Company under this Act carries on Busi- 
 a^cSSpSiy^ ness when the Number of its Members is less than 
 Bills "'^ Seven 1 for a Period of Six Months after the Number 
 with less has been so reduced, every Person who is a Member 
 Membei^^" °^ ^^Gh Company during the Time that it so carries on 
 Business after such Period of Six Months, and is cog- 
 nizant of the Fact that it is so carrying on Business 
 with fewer than Seven Members, shall be severally 
 liable for the Payment of the whole Debts of the 
 Company contracted during such Time, and may be 
 sued for the same, without the Joinder in the Action 
 or Suit of any other Member. 
 
 ^ And the Company may then be wound up by the Court, Sect. 
 79 (3), post p. 34. 
 
 General 
 Meeting of 
 Company. 
 
 ■ V 
 
 Power to 
 alter Regu- 
 lations by 
 Special 
 Resolution. 
 
 Provisions for Protection of Members. 
 
 49. A General Meeting ^ of every Company under 
 this Act shall be held once at the least in every Year.^ 
 
 1 See the Companies Act, 1900, Sect. 12, post p. 213 as to the 
 "Statutory Meeting," which must be held between one and 
 three months from the date at which the company is entitled to 
 commence business in the case of every company limited by 
 shares. 
 
 2 At which Auditors must be appointed. The Companies Act, 
 1900, Sect. 21, _pos^p. 220. 
 
 50. Subject to the Provisions of this Act, and to 
 the Conditions contained in the Memorandum of As- 
 sociation, any Company formed under this Act may, in 
 General Meeting from Time to Time, by passing a 
 Special Eesolution in manner herein-after mentioned,^ 
 alter all or any of the Eegulations of the Company 
 contained in the Articles of Association ^ or in the Table 
 marked A. in the First Schedule, where such Table is 
 applicable to the Company, or make new Eegulations 
 
THE COMPANIES ACT, 1862. 23 
 
 to the Exclusion of or in addition to all or any of the 
 Regulations of the Company ; and any Regulations so 
 made by Special Resolution shall be deemed to be 
 Regulations of the Company of the same Validity as 
 if they had been originally contained in the Articles of 
 Association, and shall be subject in like manner to be 
 altered or modified by any subsequent Special Resolu- 
 tion. 
 
 ^ Sect. 51, infra. 
 
 2 Sects. 14, 15 and 16, ante pp. 6, 7. 
 
 51. A Resolution passed by a Company under this Definition 
 Act shall be deemed to be special whenever a Resolution Resoiutkm. 
 has been passed by a Majority ^oLflat less thaTi^^hree 
 Fourths of such Memb ers„of the Company for the Time 
 being entitled, according to the Regulations of the 
 Company, to vote as may be present, in Person or 
 by Proxy (in Cases where by the Regulations of the 
 Company Proxies are allowed), at any General Meeting 
 of which Notice specifying the Intention to propose 
 such Resolution has been duly given, and such Reso- 
 lution has been confirmed by a Majority of such 
 Members for the Time being entitled, according to the 
 Regulations of the Company, to vote as may be present, 
 in Person or by Proxy, at a subsequent General Meet- 
 ing, of which Notice has been duly given, and held at 
 an interval of not less than Fourteen Days, nor more 
 than One Month from the Date of the Meeting at 
 which such Resolution was first passed : At any Meeting 
 mentioned in this Section, unless a Poll is demanded 
 by at least Five Members, a Declaration of the Chairman 
 that the Resolution has been carried shall be deemed 
 conclusive Evidence of the Fact, without Proof of the 
 Number or Proportion of the Votes recorded in favour 
 of or against the same : Notice of any Meeting shall, 
 for the Purposes of this Section, be deemed to be duly 
 given and the Meeting to be duly held, whenever such 
 Notice is given and Meeting held in manner prescribed 
 by the Regulations of the Company : In computing 
 the Majority under this Section, when a Poll is de- 
 
24 THE COMPANIES ACT, 1862. 
 
 manded, Eeference shall be had to the Number of Votes 
 • to which each Member is entitled by the Kegulations 
 of the Company. 
 Provision 52. In Default of any Eegulations as to voting every 
 ReguiaSons Member shall have One Vote, and in default of any 
 as to Meet- Eegulations as to summoning General Meetings a 
 Meeting shall be held to be duly summoned of which 
 Seven Days' Notice in Writing has been served on every 
 Member in manner in which Notices are required to 
 be served by the Table marked A.i in the First Schedule 
 hereto, and in Default of any Regulations as to the 
 Persons to summon Meetings Five Members shall be 
 competent to summon the same, and in Default of any 
 Regulations as to who is to be Chairman of such Meet- 
 ing, it shall be competent for any Person elected by the 
 Members present to preside. 
 
 1 Post pp. 105, 107, clauses 95, 96 and 97. Also Sects. 62 and 
 63, post p. 27. 
 
 Registra- 53. A Copy of any Special Resolution that is passed 
 Spec^iRe- by any Company under this Act shall be printed and 
 solutions, forwarded to the Registrar of Joint Stock Companies, 
 and be recorded by him : If such Copy is not so for- 
 warded within Fifteen Days from the Date of the 
 Confirmation of the Resolution, the Company shall 
 incur a Penalty not exceeding Two Pounds for every 
 Day after the Expiration of such Fifteen Days during 
 which such Copy is omitted to be forwarded, and every 
 Director and Manager of the Company who shall know- 
 ingly and wilfuUy authorize or permit such Default 
 shall incur the like Penalty. 
 Copies of 54. Where Articles of Association have been regis- 
 SSons!* tered, a Copy of every Special Resolution for the time 
 being in force shall be annexed to or embodied in every 
 Copy of the Articles of Association that may be issued 
 after the passing of such Resolution : Where no Articles 
 of Association have been registered, a Copy of any 
 Special Resolution shall be forwarded in Print to any 
 Member requesting the same on Payment of One Shil- 
 ling, or such less Sum as the Company may direct : 
 
THE COMPANIES ACT, 1862. 25 
 
 And if any Company makes Default in complying with 
 the Provisions of 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 and 
 Manager of the Company who shall knowingly and 
 wilfully authorize or permit such Default shall incur 
 the Uke Penalty. 
 
 55.^ Any Company under this Act may, by Instru- Execution 
 ment in Writing under its Common Seal, empower any abroad.^ 
 Person, either generally or in respect of any specified 
 Matters, as its Attorney, to execute Deeds on its Behalf 
 in any Place not situate in the United Kingdom ; and 
 every Deed signed by such Attorney, on behalf of the 
 Company, and under his Seal, shall be binding on the 
 Company, and have the same Effect as if it were under 
 the Common Seal of the Company. 
 
 1 See also the Companies Seals Act, 1864, post p. 126. 
 
 56. The Board of Trade may appoint One or more Examina- 
 competent Inspectors to examine into the Affairs of ^^"iri of 
 any Company under this Act, and to report thereon, Company 
 in such Manner as the Board may direct, upon the tJrs'ap-^*' 
 Apphcations following; (that is to say,) T^Bo^rd^ 
 
 (1.) In the Case of a Banking Company that has a of Trade. 
 Capital divided into shares, upon the Applica- 
 tion of Members holding not less than One 
 Third Part of the whole Shares of the Com- 
 pany for the Time being issued : 
 (2.) In the Case of any other Company that has 
 a Capital divided into Shares, upon the Appli- 
 cation of Members holding not less than One 
 Fifth Part of the whole Shares of the Company 
 for the Time being issued : 
 (3.) In the Case of any Company not having a 
 Capital divided into Shares, upon the Applica- 
 tion of Members being in number not less than 
 One Fifth of the whole Number of Persons for 
 the Time being entered on the Register of the 
 Company as Members. 
 
26 
 
 THE COMPANIES ACT, 1862. 
 
 Application 
 for Inspec- 
 tion to be 
 supported 
 by Evi- 
 dence. 
 
 Inspection 
 of Books 
 and Ex- 
 amination 
 of Officers. 
 
 Result of 
 Examina- 
 tion how 
 dealt with. 
 
 Power of 
 Company 
 to appoint 
 Inspectors. 
 
 57. The Application shall be supported by such 
 Evidence as the Board of Trade may require for the 
 Purpose of showing that the Applicants have good 
 Reason for requiring such Investigation to be made, 
 and that they are not actuated by malicious Motives 
 in instituting the same ; the Board of Trade may also 
 require the Applicants to give Security for Payment of 
 the Costs of the Inquiry before appointing any Inspec- 
 tor or Inspectors. 
 
 58. It shall be the Duty of all Officers and Agents 
 of the Company to produce for the Examination of the 
 Inspectors all Books and Documents in their Custody 
 or Power : Any Inspector may examine 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 be produced, or to answer 
 any Question relating to the Affairs of the Company, 
 he shall incur a Penalty not exceeding Five Pounds in 
 respect of each Offence. 
 
 59- Upon the Conclusion of the Examination the 
 Inspectors shall report their Opinion to the Board of 
 Trade : Such Report shall be written or printed, as the 
 Board of Trade directs : A Copy shall be forwarded by 
 the Board of Trade to the Registered Office of the Com- 
 pany, and a further Copy shall, at the Request of the 
 Members upon whose Application the Inspection was 
 made, be delivered to them or to any One or more of 
 them : All Expenses of and incidental to any such 
 Examination as aforesaid shall be defrayed by the 
 Members upon whose Application the Inspectors were 
 appointed, unless the Board of Trade shall direct the 
 same to be paid out of the Assets of the Company, 
 which it is hereby authorized to do. 
 
 60. Any Company under this Act may by Special 
 Resolution appoint Inspectors for the Purpose of ex- 
 amining into the Affairs of the Company : The Inspec- 
 tors so appointed shall have the same Powers and 
 perform the same Duties as Inspectors appointed by 
 the Board of Trade, with this Exception, that, instead 
 
THE COMPANIES ACT, 1862. 27 
 
 of making their Eeport to the Board of Trade, they 
 shall make the same in such Manner and to such 
 Persons as the Company in General Meeting directs ; 
 and the Officers and Agents of the Company shall incur 
 the same Penalties, in case of any Refusal to produce 
 any Book or Document hereby required to be produced 
 to such Inspectors, or to answer any question, as they 
 would have incurred if such Inspector had been ap- 
 pointed by the Board of Trade. 
 
 61. A Copy of the Eeport of any Inspectors ap- Report of 
 pointed under this Act, authenticated by the Seal of Jo^^e^E?r 
 the Company into whose Affairs they have made In- dence. 
 spection, shall be admissible in any Legal Proceeding, 
 
 as Evidence of the Opinion of the Inspectors in relation 
 to any Matter contained in such Report. 
 
 Notices. 
 
 62. Any Summons, Notice, Order, or other Docu- Service of 
 ment required to be served upon the Company may be Sc!i^oif' 
 served by leaving the same, or sending it through the company. 
 Post in a prepaid Letter addressed to the Company, at 
 
 their Registered Office. ^ 
 
 1 As to Registered Office of Company, see Sect. 39, ante p. 18. 
 
 63. Any Document to be served by Post on the service of 
 Company shall be posted in such Time as to admit of ^t^f'bT' 
 its being delivered in the due Course of Delivery within Post, 
 the Period (if any) prescribed for the Service thereof ; 
 
 and in proving Service of such Document it shall be 
 sufficient to prove that such Document was properly 
 directed, and that it was put as a prepaid Letter into 
 the Post Office. 
 
 64. Any Summons, Notice, Order, or Proceeding Authenti- 
 requiring Authentication by the Company may be Notices of 
 signed by any Director, Secretary, or other authorized Company, 
 Officer of the Company, and need not be under the 
 Common Seal of the Company, and the same may be 
 
 in Writing or in Print, or partly in Writing and partly 
 in Print. 
 
28 THE COMPANIES ACT, 1862. 
 
 Legal Proceedings. 
 
 Recovery of 65. All Offences under this Act made punishable 
 Penalties, j^y ^^^ Penalty may be prosecuted summarily before 
 Two or more Justices, as to England, in manner 
 directed by an Act passed in the Session holden in 
 the Eleventh and Twelfth Years of the Reign of Her 
 Majesty Queen Victoria^ Chapter Forty-three, intituled 
 An Act to facilitate the Performance of the Duties of 
 Justices of the Peace out of Sessions within England 
 and Wales with respect to summary Convictions and 
 Orders, or any Act amending the same ; and as to 
 Scotland, before Two or more Justices or the Sheriff 
 of the County, in manner directed by the Act passed 
 in the Session of Parliament holden in the Seventeenth 
 and Eighteenth Years of the Reign of Her Majesty 
 Queen Victoria, Chapter One hundred and four, in- 
 tituled An Act to amend and consolidate the Acts re- 
 lating to Merchant Shipping, or any Act amending the 
 same, as regards Offences in Scotland against that Act, 
 not being Offences by that Act described as Felonies or 
 Misdemeanors ; and as to Ireland, in manner directed 
 by the Act passed in the Session holden in the Four- 
 teenth and Fifteenth Years of the Reign of Her Majesty 
 Queen Victoria, Chapter Ninety-three, intituled An 
 Act to consolidate and amend the Acts regulating the 
 Proceedings of Petty Sessions and the Duties of Justices 
 of the Peace out of Quarter Sessions in Ireland, or any 
 Act amending the same. 
 Application 66. The Justices or Sheriff imposing any Penalty 
 of Penalties, ^j^jgj. ^j^jg ^^^ ^^^ direct the whole or any Part 
 thereof to be applied in or towards Payment of the 
 Costs of the Proceedings, or in or towards the reward- 
 ing the Person upon whose Information or at whose 
 Suit such Penalty has been recovered ; and subject to 
 such Direction, all Penalties shall be paid into the 
 Receipt of Her Majesty's Exchequer in such Manner 
 as the Treasury may direct, and shall be carried to 
 and form Part of the Consolidated Fund of the United 
 Kingdom. 
 
THE COMPANIES ACT, 1862. ay 
 
 67. Every Company under this Act shall cause Evidence of 
 Minutes of all Eesolutions and Proceedings of General Itut^^. 
 Meetings of the Company, and of the Directors or 
 Managers of the Company in Cases where there are 
 Directors or Managers, to be duly entered in Books to 
 
 be from Time to Time provided for the Purpose ; and 
 any such Minute as aforesaid, if purporting to be 
 signed by the Chairman of the Meeting at which such 
 Resolutions were passed or Proceedings had, or by the 
 Chairman of the next succeeding Meeting shall be 
 received as Evidence in all Legal Proceedings ; and 
 until the contrary is proved, every General Meeting of 
 the Company or Meeting 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 Resolutions passed thereat or Pro- 
 ceedings had, to have been duly passed and had, and 
 all Appointments of Directors, Managers, or Liquidators 
 shall be deemed to be valid, and all Acts done by such 
 Directors, Managers, or Liquidators shall be valid, 
 notwithstanding any Defect that may afterwards be 
 discovered in their Appointments or Qualifications. 
 
 68. In the Case of Companies under this Act, and ^"ijf^j*'****" 
 engaged in working Mines within and subject to the warden of 
 Jurisdiction of the Stannaries, the Court of the Vice s^a^^aries. 
 Warden of the Stannaries shall have and exercise the 
 
 like Jurisdiction and Powers, as well on the Common 
 Law as on the Equity Side thereof, which it now 
 possesses by Custom, Usage, or Statute in the Case 
 of unincorporated Companies, but only so far as such 
 Jurisdiction or Powers are consistent with the Pro- 
 visions of this Act and with the Constitution of Com- 
 panies, as prescribed or required by this Act ; and for 
 the Purpose of giving fuller Effect to such Jurisdiction 
 in all Actions, Suits, or Legal Proceedings instituted in 
 the said Court, in Causes or Matters whereof the Court 
 has Cognizance, all Process issuing out of the same 
 and all Orders, Rules, Demands, Notices, Warrants, 
 and Summonses required or authorized by the Practice 
 of the Court to be served on any Company whether 
 
 ,.«»•< 
 
 nV o,V 
 
 >^ 
 
30 
 
 THE COMPANIES ACT, 1862. 
 
 Power to 
 order Se- 
 curity for 
 Costs in 
 Actions 
 brought by 
 Limited 
 Companies. 
 
 Allegations 
 in Action 
 against 
 Members. 
 
 registered or not registered, or any Member or Con- 
 tributory thereof, or any Officer, Agent, Director,, 
 Manager, or Servant thereof, may be served in any 
 Part of England without any Special Order of the 
 Vice Warden for that Purpose, or by such special 
 Order may be served in any Part of the United King- 
 dom of Great Britain and Ireland, or in the adjacent 
 Islands, Parcel of the Dominions of the Crown, on 
 such Terms and Conditions as the Court shall think 
 fit ; and all Decrees, Orders, and Judgments of the 
 said Court made or pronounced in such Causes or 
 Matters may be enforced in the same Manner in which 
 Decrees, Orders, and Judgments of the Court may now 
 by Law be enforced, whether within or beyond the 
 Local Limits of the Stannaries ; and the Seal of the 
 said Court, and the Signature of the Registrar thereof, 
 shall be judicially noticed by all other Courts and 
 Judges in England, and shall require no other Proof 
 than the Production thereof : The Registrar of the 
 said Court, or the Assistant Registrar, in making Sales 
 under any Decree or Order of the Court shall be 
 entitled to the same Privilege of selling by Auction 
 or Competition without a License, and without being 
 liable to Duty, as a Judge of the Court of Chancery is 
 entitled to in pursuance of the Acts in that Behalf. 
 
 69. Where a limited Company is Plaintiff or Pursuer 
 in any Action, Suit, or other Legal Proceeding, any 
 Judge having Jurisdiction in the Matter may, if it 
 appears by any credible Testimony that there is 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. 
 
 70. In any Action or Suit brought by the Company 
 against any Member to recover any CalP or other 
 Monies due from such Member in his Character of 
 Member, it shall not be necessary to set forth the 
 special Matter, but it shall be sufficient to allege that 
 the Defendant is a Member of the Company, and is 
 
THE COMPANIES ACT, 1862. 31 
 
 indebted to the Company in respect of a Call made or 
 other Monies due whereby an Action or Suit hath 
 accrued to the Company. 
 
 1 As to Calls on Shares, see Table A, 4 to 7, post pp. 93, 94. 
 
 Alteration of Forms. 
 
 71. The Forms set forth in the Second Schedule Forms in 
 hereto, or Forms as near thereto as Circumstances uie t?bl^" 
 admit, shall be used in all Matters to which such «sed.^ ^^ 
 Forms refer : the Board of Trade may from Time to Trade may 
 Time make such Alterations in the Tables and Forms fi^^l^^eS" 
 contained in the First Schedule hereto, so that it does 
 
 not increase the Amount of Fees payable to the Ee- 
 gistrar in the said Schedule mentioned, ^ and in the 
 Forms in the Second Schedule, or make such Additions 
 to the last-mentioned Forms as it deems requisite : '^ 
 Any such Table or Form, when altered, shall be pub- 
 lished in the London Gazette, and upon such PubUcation 
 being made such Table or Form shall have the same 
 Force as if it were included in the Schedule to this 
 Act, but no Alteration made by the Board of Trade in 
 the Table marked A. contained in the First Schedule 
 shall affect any Company registered prior to the Date 
 of such Alteration, or repeal, as respects such Company, 
 any Portion of such Table. 
 
 1 In Tables B or C, post pp. 107, 108. 
 
 2 For forms under the Companies Act, 1900, see post p. 226 et seq. 
 
 Arbitrations. 
 
 72. Any Company under this Act may from Time Power for 
 to Time, by Writing under its Common Seal, agree to ^ SfeT'^* 
 refer and may refer to Arbitration, in accordance with ^Sf^/atfon 
 *' The Eailway Companies Arbitration Act, 1859," any in accord- 
 existing or future Difference, Question, or other Matter I2&23 vict. 
 whatsoever in dispute between itself and any other c. 59. 
 Company or Person, and the Companies Parties to the 
 Arbitration may delegate to the Person or Persons to 
 
 whom the Eeference is made Power to settle any Terms 
 
32 THE COMPANIES ACT, 1862. 
 
 or to determine any Matter capable of being lawfully 
 settled or determined by the Companies themselves, 
 or by the Directors or other managing Body of such 
 Companies. 
 Provisions 73, All the Provisions of *' The Eailway Companies 
 v^ict.*59, Arbitration Act, 1859," shall be deemed to apply to 
 to apply. Arbitrations between Companies and Persons in pur- 
 suance of this Act ; and in the Construction of such 
 Provisions "the Companies " shall be deemed to include 
 Companies authorized by this Act to refer Disputes to 
 Arbitration. 
 
 PAKT IV. 
 
 Winding up of Companies and Associations under 
 THIS Act. 
 
 Preliminary. 
 
 Meaning of 74. The Term " Contributory " shall mean every Per- 
 Contribu- ^^^ i i[^\y\Q ^q contribute to the Assets of a Company 
 under this Act, in the event of the same being wound 
 up : It shall also, in all Proceedings for determining 
 the Persons who are to be deemed Contributories, 
 and in all Proceedings prior to the final Determination 
 of such Persons, include any Person alleged to be a 
 Contributory. 
 
 1 As to who these are, see Sect. 38, ante p. 17, and also Sects. 
 76, 77 and 78, post p. 33 ; as to Companies Registered but not 
 formed under this Act, Sect. 196 (5), post p. 83, and as to un- 
 registered Companies, Sect. 200, post p. 88. 
 
 Nature of 75. The Liability of any Person to contribute to the 
 CoSribu-''^ Assets of a Company under this Act, in the event of 
 tory. the same being wound up, shall be deemed to create 
 
 a Debt (in England and Ireland of the Nature of a 
 Specialty) accruing due from such Person at the Time 
 when his Liability commenced, but payable at the 
 Time or respective Times when Calls are made as 
 
THE COMPANIES ACT, 1862. 33 
 
 herein-after mentioned ^ for enforcing such LiabiUty ; 
 and it shall be lawful in the Case of the Bankruptcy 
 of any Contributory to prove against his Estate the 
 estimated Value of his Liability to future Calls as well 
 as Calls already made. 
 
 1 Sect. 102, p. 43, Sect. 133 (9), p. 56, and Sect. 151, p. 62. 
 
 76. If any Contributory dies either before or after Contribu- 
 he has been placed On the List of Contributories herein- case^of " 
 after mentioned,^ his Personal Eepresentatives, Heirs, Death, 
 and Devisees shall be liable in a due Course of Ad- 
 ministration to contribute to the Assets of the Company 
 
 in discharge of the Liability of such deceased Contri- 
 butory and such Personal Eepresentatives, Heirs, 
 and Devisees shall be deemed to be Contributories 
 accordingly. 
 
 1 Sect. 98, post p. 42. 
 
 77. If any Contributory becomes bankrupt, either Contribu- 
 before or after he has been placed on the List of Con- ^"g^of" 
 tributories, his Assignees shall be deemed to represent Bank- 
 such Bankrupt for all the Purposes of the Winding up, ™^ *^^" 
 and shall be deemed to be Contributories accordingly, 
 
 and may be called upon to admit to Proof against the 
 Estate of such Bankrupt, or otherwise to allow to be 
 paid out of his Assets in due Course of Law, any 
 Monies due from such Bankrupt in Eespect of his 
 Liability ^ to contribute to the Assets of the Company 
 being wound up ; and for the purposes of this Section 
 any Person who may have taken the Benefit of any 
 Act for the Belief of Insolvent Debtors before the 
 Eleventh Day of October One thousand eight hundred 
 and sixty-one shall be deemed to have become bankrupt. 
 
 ^ Sect. 75, ante p. 32. 
 
 78. If any Female Contributory marries, either Contnbu- 
 before or after she has been placed on the List of callfof " 
 Contributories, her Husband ^ shall during the Con- Marriage, 
 tinuance of the Marriage be liable to contribute to 
 
 the Assets of the Company the same Sum as she 
 
 3 
 
34 
 
 THE COMPANIES ACT, 1862. 
 
 ■would have been liable to contribute if she had not 
 married, and he shall be deemed to be a Contributory 
 accordingly. 
 
 ^ But see now Sects. 6, 7, and 14 of the Married Women's 
 Property Act, 1882 (33 & 34 Vict., cap. 75). 
 
 Winding up by Court. 
 
 may be 
 wound up 
 by Court. 
 
 Circum- 79. A Company under this Act may be wound up 
 
 uifdefwhicii ^y *^® Court as herein-after defined, ^ under the fol- 
 Corapany lowing Circumstances ; (that is to say,) 
 
 (1.) Whenever the Company has passed a Special 
 
 Kesolution 2 requiring the Company to be wound 
 
 up by the Court : 
 (2.) Whenever the Company does not commence its 
 
 Business within a Year from its Incorporation, 
 
 or suspends its Business for the Space of a 
 
 whole Year : 
 (3.) Whenever the Members are reduced in Number 
 
 to less than Seven : ^ 
 (4.) Whenever the Company is unable to pay its 
 
 Debts : ^ 
 (5.) Whenever the Court is of opinion that it is just 
 
 and equitable that the Company should be 
 
 wound up.^ 
 
 ^ Sect. 1 of the Companies Winding-up Act, 1890, post p. 164. 
 
 2 As to what is a Special Resolution, see Sect. 51, ante p. 23. 
 
 ^ As to this, see also Sect. 48, ante p. 22, and the Companies 
 Act, 1867, Sect. ^0, post p. 143. 
 
 ^ See next Sect. 
 
 *And see also the Companies Act, 1900, Sect. 12 (8), post 
 p. 215. 
 
 80. A Company! under this Act shall be deemed 
 to be unable to pay its Debts : 
 
 (1.) Whenever a Creditor, by Assignment or other- 
 wise, to whom the Company is indebted, at 
 Law or in Equity, in a Sum exceeding Fifty 
 Pounds then due, has served on the Company, 
 by leaving the same at their Eegistered Office^ 
 
 Company 
 when to be 
 deemed un- 
 able to pay 
 its Debts. 
 
THE COMPANIES ACT, 1862. 35 
 
 a Demand under his Hand requiring the Com- 
 pany to pay the Sum so due, and the Company 
 has for the Space of Three Weeks succeeding 
 the Service of such Demand neglected to pay 
 such Sum, or to secure or compound for the 
 same to the reasonable Satisfaction of the 
 Creditor : 
 
 (2.) Whenever, in England and Ireland, Execution 
 or other Process issued on a Judgment, Decree, 
 or Order obtained in any Court in favour of 
 any Creditor, at Law or in Equity in any Pro- 
 ceeding instituted by such Creditor against 
 the Company, is returned unsatisfied in v^hole 
 or in part : 
 
 (3.) Whenever, in Scotland, the Induciae of a Charge 
 for payment on an Extract Decree, or an Ex- 
 tract registered Bond, or an Extract registered 
 Protest have expired without Payment being 
 made : 
 ' (4.) Whenever it is proved to the Satisfaction of 
 the Court that the Company is unable to pay 
 its Debts. 
 
 ^ If Company be unregistered, see Sect, 199 (4), post p. 86. 
 
 81/ The Expression "the Court," as used in this Part of this Definition 
 Act, shall mean the following Authorities ; (that is to say,) of " the 
 
 In the Case of a Company engaged in working any Mine ^«"rt." 
 within and subject to the Jurisdiction of the Stannaries, 
 the Court of the Vice Warden of the Stannaries, unless 
 the Vice Warden certifies that in his Opinion the Com- 
 pany would be more advantageously wound up in the 
 High Court of Chancery, in which Case "the Court" 
 shall mean the High Court of Chancery; 
 In the Case of a Company registered in England that is not 
 engaged in working any such Mine as aforesaid, the 
 High Court of Chancery : 
 In the Case of a Company registered in Ireland, the Court of 
 
 Chancery in Ireland : 
 In all Cases of Companies registered in Scotland, the Court of 
 Session in either Division thereof : 
 Provided that where the Court of Chancery in England or Ire- 
 land makes an Order for winding up a Company under this Act, 
 it may, if it thinks fit, direct all subsequent Proceedings for 
 winding up the same to be had in the Court of Bankruptcy 
 
36 THE COMPANIES ACT, 1862. 
 
 having Jurisdiction in the Place in which the Registered Office 
 of the Company is situate ; and thereupon such last-mentioned 
 Court of Bankruptcy shall, for the Purposes of winding up the 
 Company, be deemed to be "the Court" within the Meaning of 
 the Act, and shall have for the Purposes of such winding up all 
 the Powers of the High Court of Chancery, or of the Court of 
 Chancery in Ireland, as the Case may require. 
 
 '^Repealed by the Companies {Winding-up) Act, 1890, Sect. 1, 
 wliereof {post p. 164) is substituted for this Section. 
 
 Application 82. Any Application to the Court for the winding 
 up to be^"^ up 1 of a Company under this Act shall be by Petition ; 
 made by it may be presented by the Company, or by any One 
 or more Creditor or Creditors, Contributory or Con- 
 tributories^ of the Company, or by all or any of the 
 above Parties, together or separately ; and every Order 
 which may be made on any such Petition shall operate 
 in favour of all the Creditors and all the Contributories 
 of the Company in the same Manner as if it had been 
 made upon the joint Petition of a Creditor and a Con- 
 tributory. 
 
 1 See also as to the machinery for winding up Companies, the 
 Companies (Winding-up) Act, 1890, post p. 164. 
 
 ^ Subject to the provisions of the Companies Act, 1867, Sect. 
 40, 2^ost p. 143. 
 
 Power of 83. Any Judge of the High Court of Chancery may 
 
 Court. ^Q |j^ Chambers any Act which the Court is hereby 
 authorized to do ; and the Vice Warden of the Stan- 
 naries may direct that a Petition for winding up a 
 Company be heard by him at such Time and at such 
 Place within the Jurisdiction of the Stannaries, or 
 within or near to the Place where the Eegistered Office 
 of the Company is situated, as he may deem to be 
 convenient to the Parties concerned, or (with the Con- 
 sent of the Parties concerned) at any Place in England ; 
 and all Orders made thereupon shall have the same 
 Force and Effect as if they had been made by the 
 Vice Warden sitting at Truro or elsewhere within the 
 Jurisdiction of the Court, and all Parties and Persons 
 summoned to attend at the Hearing of any such Peti- 
 tion shall be compellable to give their Attendance 
 before the Vice Warden by like Process and in like 
 
THE COMPANIES ACT, 1862. 37 
 
 Manner as at the Hearing of any Cause or Matter at 
 the usual Sitting of the said Court ; and the Eegistrar 
 of the Court may, subject to Exception or Appeal to 
 the Vice Warden as heretofore used, do and exercise 
 such and the like Acts and Powers in the Matter of 
 winding up ^ as he is now used to do and exercise in a 
 Suit on the Equity Side of the said Court. 
 
 ^ " Winding up " here includes proceedings under the Com- 
 panies Act, 1867, Sect. 12 of that Act, post p. 133. 
 
 84. A Winding up of a Company by the Court shall commence- 
 be deemed to commence at the Time of the Presentation ^Siing up 
 of the Petition for the Winding up. »^y ^"o«rt,. 
 
 85.^ The Court may, at any Time after the Presen- court may 
 tation of a Petition for winding up a Company under ^ncfijjj'to 
 this Act, and before making an Order for winding up restrain 
 the Company, upon the Application of the Company, andfappSS 
 or of any Creditor or Contributory of the Company, PfJ'^^n*'"' 
 restrain further Proceedings in any Action, Suit or official 
 Proceeding against the Company, upon such Terms as I'^q"!**^'***^- 
 the Court thinks fit ; the Court may also at any Time 
 after the Presentation of such Petition, and before 
 the First Appointment of Liquidators, appoint pro- 
 visionally '-' an Official Liquidator ^ of the Estate and 
 Effects of the Company. 
 
 ^ Where Company is registered but not formed under this Act, 
 see Sect. 197, post p. 84; where Company is unregistered, see 
 Sect. 201, post p. 88. 
 
 2 The Companies (Winding-up) Act, 1890, Sect. 4 (5), post 
 p. 167. 
 
 ^ As to Official Liquidators, see Sects. 92 to 96, post p. 39 et seq. 
 
 SQ- Upon hearing the Petition the Court may dis- Course to be 
 miss the same with or without Costs, may adjourn the court^on'^^ 
 Hearing conditionally or unconditionally, and may p|^?j"gj 
 make any Interim Order, or any other Order that it 
 deems just. 
 
 87.^ When an Order has been made for winding up Actions and 
 a Company under this Act no Suit, Action, or other stayld^aJter 
 Proceeding shall be proceeded with or commenced Order for 
 against the Company except with the Leave of the ^""*"^"p- 
 
38 
 
 THE COMPANIES ACT, 1862. 
 
 Copy of 
 Order to be 
 forwarded 
 to Registrar. 
 
 Power of 
 Court to 
 stay Pro- 
 
 Court, and subject to such Terms as the Court may 
 impose. 
 
 1 Where Company is registered but not formed under this Act, 
 see Sect. 198, post p. 84; where Company is unregistered, see 
 Sect. 202, post p. 88. 
 
 88. When an Order has been made for winding up 
 a Company under this Act, a Copy of such Order shall 
 forthwith be forwarded by the Company to the Eegistrar 
 of Joint Stock Companies, who shall make a Minute 
 thereof in his Books relating to the Company. 
 
 89. The Court may at any Time after an Order has 
 been made for winding up a Company, upon the Ap- 
 plication by Motion of any Creditor or Contributory of 
 the Company, and upon Proof to the Satisfaction of the 
 Court that all Proceedings in relation to such Winding- 
 up ought to be stayed, make an Order staying the same, 
 either altogether or for a limited Time, on such Terms 
 and subject to such Conditions as it deems fit. 
 
 90- When an Order has been made for winding up 
 a Company limited by Guarantee ^ and having a Capital 
 divided into Shares, any Share Capital that may not 
 have been called up shall be deemed to be Assets of 
 the Company, and to be a Debt (in England and Ire- 
 land of the Nature of a Specialty) due to the Company 
 from each Member to the Extent of any Sums that 
 may be unpaid on any Shares held by him, and pay- 
 able at such time as may be appointed by the Court. 
 
 1 But see now the Companies Act, 1900, Sect. 27, post p. 223. 
 
 Courtmay 91,1 rjij^g Court may, as to all Matters relating to 
 
 to'wisE^ the Winding up, have regard to the Wishes of the 
 
 OT Contri^^** Creditors or Contributories, as proved to it by any 
 
 butories. Sufficient Evidence, and may, if it thinks it expedient, 
 
 direct Meetings of the Creditors or Contributories to 
 
 be summoned, held, and conducted in such Manner as 
 
 the Court directs, for the Purpose of ascertaining their 
 
 Wishes, and may appoint a Person to act as Chairman 
 
 of any such Meeting, and to report the Eesult of such 
 
 Meeting to the Court : In the case of Creditors, regard 
 
 is to be had to the Value of the Debts due to each Ore- 
 
 Effect of 
 
 Order on 
 Share 
 Capital of 
 Company 
 limited by 
 Guarantee. 
 
THE COMPANIES ACT, 1862. 39 
 
 ditor, and in the Case of Contributories to the Number 
 of Votes conferred on each Contributory by the Regu- 
 lations of the Company. 
 
 iThe Companies (Winding-up) Act, 1890, Sect. 18, post p. 
 175. 
 
 Official Liquidators. 
 
 92, For the Purpose of conducting the Proceedings Appoint- 
 in winding up a Company, and assisting the Court omd?3 
 therein, there may be appointed a Person or Persons i'iqu»<i»tors- 
 to be called an Official Liquidator i or Official Liqui- 
 dators ; and the Court having Jurisdiction may appoint 
 
 such Person or Persons, either provisionally or other- 
 wise, as it thinks fit, to the Office of Official Liquidator 
 or Official Liquidators ; in all Cases if more Persons 
 than One are appointed to the Office of Official Liquida- 
 tor, the Court shall declare whether any Act hereby 
 required or authorized to be done by the Official Liqui- 
 dator is to be done by all or any One or more of such 
 Persons. [The Court may also determine whether 
 any and what Security is to be given by any Official 
 Liquidator on his Appointment ; 2] if no Official Liqui- 
 dator is appointed, or during any Vacancy in such 
 Appointment, all the Property of the Company shall 
 be deemed to be in the Custody of the Court. 
 
 ^ Now become Official Receiver by virtue of the Companies 
 {Winding-up) Act, 1890, Sect. 4, post p. 166. 
 
 2 Repealed by the Companies (Winding-up) Act, 1S90, post p. 189. 
 
 93. Any Official Liquidator may resign or be re- Resigna- 
 moved by the Court on due Cause shown : And any movai?* 
 Vacancy in the Office of an Official Liquidator appointed ^^^^"^^p^ 
 by the Court shall be filled by the Court : There shall and Re- 
 be paid to the Official Liquidator such Salary or Be- ™unenition. 
 muneration, by way of Per-centage or otherwise, as 
 
 the Court may direct ; and if more Liquidators than 
 One are appointed, such Eemuneration shall be dis- 
 tributed amongst them in such Proportions as the 
 Court directs. 
 
40 THE COMPANIES ACT, 1862. 
 
 style and 94. The Official Liquidator or Liquidators shall be 
 offiS*"^ described by the Style of the Official Liquidator or 
 Liquidator. Official Liquidators of the particular Company in re- 
 spect of which he is or they are appointed, and not by 
 his or their individual Name or Names ; he or they 
 shall take into his or their Custody, or under his or 
 their Control, all the Property, Effects, and Things in 
 Actions to which the Company is or appears to be 
 entitled, and shall perform such Duties in reference to 
 the Winding up of the Company as may be imposed 
 by the Court. 
 P^eraof 95. The Official Liquidator shall have Power,i 
 Liquidator, with the Sanction of the Court, to do the following 
 Things : 
 
 To bring or defend any Action, Suit, or Prosecution, 
 or other Legal Proceeding, Civil or Criminal, in 
 the Name and on Behalf of the Company : 
 To carry on the Business of the Company, so far as 
 may be necessary for the beneficial winding up of 
 the same : 
 To sell the Eeal and Personal and Heritable and 
 Moveable Property, Effects and Things in Action 
 of the Company by Public Auction or Private 
 Contract, with Power to transfer the whole thereof 
 to any Person or Company, or to sell the same in 
 Parcels : 
 To do all Acts and to execute, in the Name and on 
 behalf of the Company, all Deeds, Eeceipts, and 
 other Documents, and for that Purpose to use, 
 when necessary, the Company's Seal : 
 To prove, rank, claim, and draw a Dividend, in the 
 Matter of the Bankruptcy or Insolvency or Se- 
 questration of any Contributory, for any Balance 
 against the Estate of such Contributory, and to 
 take and receive Dividends in respect of such 
 Balance, in the Matter of Bankruptcy or Insol- 
 vency or Sequestration, as a separate Debt due 
 from such Bankrupt or Insolvent, and rateably 
 with the other separate Creditors : 
 To draw, accept, make, and endorse any Bill of Ex- 
 
THE COMPANIES ACT, 1862. 41 
 
 change or Promissory Note in the Name and on 
 behalf of the Company, also to raise upon the 
 Security of the Assets of the Company from Time 
 to Time any requisite Sum or Sums of Money; 
 and the drawing, accepting, making, or endorsing 
 of every such Bill of Exchange or Promissory 
 Note as aforesaid on behalf of the Company shall 
 have the same Effect with respect to the Liability 
 of such Company as if such Bill or Note had been 
 drawn, accepted, made, or endorsed by or on be- 
 half of such Company in the course of carrying 
 on the Business thereof : 
 
 To take out, if necessary, in his official Name, Letters 
 of Administration to any deceased Contributory, 
 and to do in his official Name any other Act that 
 may be necessary for obtaining Payment of any 
 Monies due from a Contributory or from his 
 Estate, and which Act cannot be conveniently 
 done in the Name of the Company ; and in all 
 Cases where he takes out Letters of Administra- 
 tion, or otherwise uses his official Name for 
 obtaining Payment of any Monies due from a 
 Contributory, such Monies shall, for the Pur- 
 pose of enabling him to take out such Letters 
 or recover such Monies, be deemed to be due to 
 the Official Liquidator himself. 
 
 To do and execute all such other Things as may be 
 necessary for winding up the Affairs of the Com- 
 pany and distributing its Assets. 
 
 iThe Companies (Winding-up) Act, 1890, Sect. 12, post 
 p. 175. 
 
 96. The Court may provide by any Order that the Discretion 
 Official Liquidator may exercise any of the above LiquWator 
 Powers without the Sanction or Intervention of the 
 Court, and where an Official Liquidator is provisionally 
 appointed 1 may limit and restrict his Powers by the 
 Order appointing him. 
 
 ^ As provided for by Sect. 85, ante p. 37. 
 
42 
 
 THE COMPANIES ACT, 1862. 
 
 List of Con- 
 tributories 
 and Collec- 
 tion and 
 Application 
 of i 
 
 Appoint- 97.1 The Official Liquidator may, with the Sanction of the 
 
 mentof Court, appoint a Solicitor or Law Agent to assist him in the 
 to Official Performance of his Duties. 
 
 Liquidator. -^^ Repealed by the Companies (Winding-up) Act, 1890, and re- 
 placed by Sect. 12 (4) of that Act, post p. 175. 
 
 Ordinary Powers of Court, 
 
 98.^ As soon as may be after making an Order for 
 winding up the Company, the Court shall settle a List 
 of Contributories, with Power to rectify the Register of 
 Members in all Cases where such Rectification is re- 
 quired in pursuance of this Act,- and shall cause the 
 Assets of the Company to be collected, and applied in 
 discharge of its Liabilities. 
 
 1 The Companies (Winding-up) Act, 1890, Sect. 13, post p. 175. 
 
 2 Sect. 35, ante p. 15. 
 
 Provision 99.^ In Settling the List of Contributories, the Court 
 sentaSvr^ shall distinguish between Persons who are Contri- 
 Contribu- butorics in their own Right and Persons who are Con- 
 tones, tributories as being Representatives of or being liable 
 to the Debts of others ; it shall not be necessary, 
 where the Personal Representative of any deceased 
 Contributory is placed on the List, to add the Heirs 
 or Devisees of such Contributory, nevertheless such 
 Heirs or Devisees may be added as and when the 
 Court thinks fit. 
 
 iThe Companies (Winding-up) Act, 1890, Sect. l^,post p. 175. 
 
 Power of 100.^ The Court may, at any Time after making 
 
 Sqidre" *^ Order for winding up a Company, require any Con- 
 
 Deiiveryof tributory for the Time being settled on the List of 
 
 offiaai^^*''' Contributories, Trustee, Receiver, Banker, or Agent, 
 
 Liquidator, qj. Officer of the Company to pay, deliver, convey, 
 
 surrender, or transfer forthwith, or within such Time 
 
 as the Court directs, to or into the Hands of the Official 
 
 Liquidator, any Sum or Balance, Books, Papers, Estate, 
 
 or Effects which happen to be in his Hands for the 
 
 Time being, and to which the Company is 'prima facie 
 
 entitled. 
 
 1 The Companies (Winding-up) Act, 1890, Sect. 13, post p. 175. 
 
THE COMPANIES ACT, 1862. 43 
 
 101. The Court may, at any Time after making an Power of 
 Order for winding up the Company, make an Order on o?der Pay- 
 any Contributory for the Time being settled on the ment of 
 List of Contributories, directing Payment to be made, contribu- 
 in manner in the said Order mentioned, of any Monies ^^^ry. 
 due from him or from the Estate of the Person whom 
 he represents to the Company, exclusive of any Monies 
 which he or the Estate of the Person whom he repre- 
 sents may be liable to contribute by virtue of any Call 
 made or to be made by the Court in pursuance of this 
 Part of this Act ; ^ and it may, in making such Order, 
 when the Company is not limited, allow to such Con- 
 tributory "^ by way of Set-off any Monies due to him or 
 the Estate which he represents from the Company on 
 any independent Dealing or Contract with the Com- 
 pany, but not any Monies due to him as a Member of 
 the Company in respect of any Dividend or Profit : 
 
 Provided that when all the Creditors of any Com- 
 pany whether limited or unlimited are paid in full, any 
 Monies due on any Account whatever to any Contri- 
 butory from the Company may be allowed to him by 
 way of Set-off against any subsequent Call or Calls. 
 
 1 Sect. 102 infra. 
 
 2 And also to a Director with unlimited Liability ; the Com- 
 panies Act, 1867, Sect. 6, 2^ost p. 130. 
 
 102.^ The Court may, at any Time after making an Power of 
 Order for winding up a Company, and either before Sake caiis. 
 or after it has ascertained the Sufficiency of the Assets 
 of the Company, make Calls on and order Payment 
 thereof by all or any of the Contributories, for the 
 Time being settled on the List of Contributories, to 
 the Extent of their Liability for Payment of all or any 
 Sums it deems necessary to satisfy the Debts and 
 Liabilities of the Company, and the Costs, Charges, and 
 Expenses of winding it up, and for the Adjustment of 
 the Eights of the Contributories amongst themselves, 
 and it may, in making a Call, take into Consideration 
 the Probability that some of the Contributories upon 
 whom the same is made may partly or wholly fail to 
 pay their respective Portions of the same. 
 
 1 The Companies (Winding-up) Act, 1890, Sect. 13, post p. 176. 
 
44 
 
 THE COMPANIES ACT, 1862. 
 
 Power of 
 Court to 
 order Pay- 
 ment into 
 Bank. 
 
 Regulation 
 of Account 
 with Court. 
 
 Proceedings 
 in case of 
 Represen- 
 tative Con- 
 tributory 
 not paying 
 Monies 
 ordered. 
 
 Order con- 
 clusive Evi- 
 dence. 
 
 103. The Court may order any Contributory, Pur- 
 chaser, or other Person from whom Money is due to 
 the Company to pay the same into the Bank of Eng- 
 land or any Branch thereof to the Account of the 
 Official Liquidator instead of to the Official Liquidator, 
 and such Order may be enforced in the same Manner 
 as if it had directed Payment to the Official Liquidator. 
 
 104. All Monies, Bills, Notes, and other Securities- 
 paid and delivered into the Bank of England or any 
 Branch thereof in the event of a Company being wound 
 up by the Court, shall be subject to such Order and 
 Eegulation for the keeping of the Account of such 
 Monies and other Effects, and for the Payment and 
 Delivery in, or Investment and Payment and Delivery 
 out of the same as the Court may direct. 
 
 105. If any Person made a Contributory ^ as Per- 
 sonal Representative of a deceased Contributory makes- 
 Default in paying any Sum ordered to be paid by him. 
 Proceedings may be taken for administering the Per- 
 sonal and Real Estates of such deceased Contributory,, 
 or either of such Estates, and of compelling Payment 
 thereout of the Monies due. 
 
 ^ Sect. 76, ante p. 33. 
 
 106. Any Order made by the Court in pursuance of 
 this Act 1 upon any Contributory shall, subject to the 
 Provisions herein contained ^ for appeahng against such 
 Order, be conclusive Evidence that the Monies, if any, 
 thereby appearing to be due or ordered to be paid are 
 due, and all other pertinent Matters stated in such 
 Order are to be taken to be truly stated as against all 
 Persons, and in all Proceedings whatsoever, with the 
 Exception of Proceedings taken against the Real Estate 
 of any deceased Contributory, in which Case such 
 Order shall only be prima facie Evidence for the Pur- 
 pose of charging his Real Estate, unless his Heirs or 
 Devisees 3 were on the List of Contributories at the 
 Time of the Order being made. 
 
 1 Sects. 101, 102 and 103, ante pp. 43, 44. 
 
 2 Sect. 124, post p. 50. 
 
 3 Sect. 99, ante p. 42. 
 
THE COMPANIES ACT, 1862. 45 
 
 107.^ The Court may fix a certain Day or certain Court may 
 Days on or within which Creditors of the Company are Jj. cred^ 
 to prove their Debts or Claims, or to be excluded from tors to 
 the Benefit of any Distribution made before such Debts ^^^''^' 
 are proved. 
 
 1 Seethe Companies (Winding-up) Act, 1890, Sect. IS, post ip. 175. 
 
 108. If in the course of proving the Debts and Proceedings 
 Claims of Creditors in the Court of the Vice Warden SthI vic"e* 
 of the Stannaries any Debt or Claim is disputed by the ^J^I^^^'J^p^ 
 Official Liquidator or by any Creditor or Contributory, naries on 
 or appears to the Court to be open to Question, the ^ebtl^^ 
 Court shall have Power, subject to Appeal as herein- 
 after provided, to adjudicate upon it, and for that 
 Purpose the said Court shall have and exercise all 
 needful Powers of Inquiry touching the same by 
 Affidavit or by oral Examination of Witnesses or of 
 Parties, whether voluntarily offering themselves for 
 Examination or summoned to attend by compulsory 
 Process of the Court, or to produce Documents before 
 the Court, and the Court shall also have power incident- 
 ally, to decide on the Validity and Extent of any Lien 
 or Charge claimed by any Creditor on any Property of 
 the Company in respect of such Debt, and to make 
 Declarations of Eight, binding on all Persons interested ; 
 and for the more satisfactory Determination of any 
 Question of Fact, or mixed Question of Law and Fact 
 arising on such Inquiry, the Vice Warden shall have 
 Power, if he thinks fit, to direct and settle any Action 
 or Issue to be tried either on the Common Law Side 
 of his Court, or by a Common or Special Jury, before 
 the Justices of Assize in and for the Counties of Corn- 
 wall or Devon, or at any Sitting of One of the Superior 
 Courts in London or Middlesex, which Action or Issue 
 shall accordingly be tried in due Course of Law, and 
 without other or further Consent of Parties ; and the 
 Finding of the Jury in such Action or Issue shall be 
 conclusive of the Facts found, unless the Judge who 
 tried it makes known to the Vice Warden that he was 
 not satisfied with the Finding, or unless it appears to 
 
46 
 
 THE COMPANIES ACT, 1862. 
 
 Court to ad- 
 just Rights 
 of Contribu- 
 tones. 
 
 Court may 
 determine 
 Priority of 
 Costs. 
 
 Dissolution 
 of Company 
 
 Registrar 
 to be in- 
 formed of 
 and make 
 Minute of 
 Dissolution 
 of Company. 
 Penalty on 
 not report- 
 ing Dissolu- 
 tion of 
 Company. 
 
 Petition tti 
 be Lis pen- 
 dens. 
 
 Power of 
 Court to 
 summon 
 Persons 
 before it 
 suspected 
 of having 
 Property of 
 Company, 
 etc. 
 
 the Vice Warden that, in consequence of Miscarriage, 
 Accident, or the subsequent Discovery of fresh material 
 Evidence, such Finding ought not to be conclusive. 
 
 109. The Court shall adjust the Eights of the 
 . Contributories amongst themselves, and distribute 
 
 any Surplus that may remain amongst the Parties 
 entitled thereto. 
 
 110. The Court may, in the event of the Assets 
 being insufficient to satisfy the Liabilities, make an 
 Order as to the Payment out of the Estate of the 
 Company of the Costs, Charges, and Expenses incurred 
 in winding up any Company in such order of Priority 
 as the Court thinks just. 
 
 111. When the Affairs of the Company have been 
 completely wound up, the Court shall make an^ Order 
 that the Company be dissolved from the Date of such 
 Order, and the Company shall be dissolved accord- 
 ingly. 
 
 112. Any Order so made shall be reported by the 
 Ofi&cial Liquidator to the Eegistrar, who shall make a 
 Minute accordingly in his Books of the Dissolution of 
 such Company. 
 
 113. If the Official Liquidator makes Default in 
 reporting to the Eegistrar, in the Case of a Company 
 being wound up by the Court, the Order that the 
 Company be dissolved, he shall be liable to a Penalty 
 not exceeding Five Pounds for every Day during which 
 he is so in Default. 
 
 114. Repealed by 30 & 31 Vict. c. 47. 
 
 Extraordinary Powers of Court. 
 
 115. The Court may, after it has made an Order 
 for winding up the Company, summon before it any 
 Officer of the Company or Person known or suspected 
 to have in his Possession any of the Estate or Effects 
 of the Company, or supposed to be indebted to the 
 Company, or any Person whom the Court may deem 
 capable of giving Information concerning the Trade, 
 Dealings, Estate, or Effects of the Company ; and the 
 
THE COMPANIES ACT, 1862. 47 
 
 Court may require any such Officer or Person to pro- 
 duce any Books, Papers, Deeds, Writings, or other 
 Documents in his Custody or Power relating to the 
 Company ; and if any Person so summoned, after 
 being tendered a reasonable Sum for his Expenses, 
 refuses to come before the Court at the Time appointed, 
 having no lawful Impediment (made known to the 
 Court at the Time of its sitting, and allowed by it), 
 the Court may cause such Person to be apprehended, 
 and brought before the Court for Examination ; ^ 
 nevertheless, in Cases where any Person claims any 
 Lien on Papers, Deeds, or Writings or Docunients 
 produced by him, such Production shall be without 
 Prejudice to such Lien, and the Court shall have 
 Jurisdiction in the Winding up to determine all 
 Questions relating to such Lien. 
 
 1 Sect. 117 infra. 
 
 116. If, after an Order for winding up in the Court Special Pro- 
 of the Vice Warden of the Stannaries, it appears that to^Surrof 
 any Person claims Property in, or any Lien, legal or \^^^Jl^' 
 equitable, upon any of the Machinery, Materials, Ores, stannaries, 
 or Effects on the Mine, or on Premises occupied by 
 
 the Company in connexion with the Mine, or to 
 which the Company was at the Time of the Order 
 prima facie entitled, it shall be lawful for the Vice 
 Warden or the Registrar to adjudicate upon such 
 Claim or Interpleader in the Manner provided by 
 Section Eleven of the Act passed in the Eighteenth 
 Year of the Reign of Her present Majesty, Chapter 
 Thirty-two ; and any Action or Issue directed upon 
 such Interpleader may, if the Vice Warden think fit, 
 be tried in his Court or at the Assizes or the Sittings 
 in London or Middlesex, before a Judge of One of the 
 Superior Courts, in the Manner and on the Terms and 
 Conditions herein-before provided in the Case of dis- 
 puted Debts and Claims of Creditors. 
 
 117. The Court may examine upon Oath, either by Examina- 
 Word of Mouth or upon written Interrogatories, any Pa?ti°es by 
 Person appearing or brought before them in manner Court. 
 
48 
 
 THE COMPANIES ACT, 1862. 
 
 aforesaid ^ concerning the Affairs, Dealings, Estate, or 
 Effects of the Company, and may reduce into Writing 
 the Answers of every such Person, and require him to 
 subscribe the same. 
 
 1 Sect. 115, ante p. 46. 
 Power to 118. The Court may, at any Time before or after it 
 
 tSbutory" has made an Order for winding up a Company, upon 
 *b^"*d* I*roof being given that there is probable Cause for 
 or to remove believing that any Contributory^ to such Company is 
 anv^oThfs ^bout to quit the United Kingdom, or otherwise abscond 
 Property, or to remove or conceal any of his Goods or Chattels, 
 for the Purpose of evading Payment of Calls, or for 
 avoiding Examination in respect of the Affairs of the 
 Company, cause such Contributory to be arrested, and 
 his Books, Papers, Monies, Securities for Monies, Goods, 
 and Chattels to be seized, and him and them to be safely 
 kept until such Time as the Court may order. 
 ^ Sect. 74, ante p. 32. 
 
 119. Any Powers by this Act conferred on the Court 
 shall be deemed to be in addition to and not in restric- 
 tion of any other Powers subsisting, either at Law or 
 in Equity, of instituting Proceedings against any Con- 
 tributory, or the Estate of any Contributory, or against 
 any Debtor of the Company, for the Eecovery of any 
 Call or other Sums due from such Contributory or 
 Debtor, or his Estate, and such Proceedings may be 
 instituted accordingly. 
 
 Powers of 
 Court cu- 
 mulative. 
 
 Power to 
 
 enforce 
 
 Orders. 
 
 Enforcement of and Appeal from Orders. 
 
 120. AH Orders made by the Court of Chancery in 
 England or Ireland under this Act may be enforced in 
 the same Manner in which Orders of such Court of 
 Chancery made in any Suit pending therein may be 
 enforced, and for the Purposes of this Part of this Act 
 the Court of the Vice Warden of the Stannaries shaU, 
 in addition to its ordinary Powers, have the same Power 
 of enforcing any Orders made by it as the Court of 
 Chancery in England has in relation to Matters within 
 
THE COMPANIES ACT, 1862. 49 
 
 the Jurisdiction of such Court, and for the last-mentioned 
 Purposes the Jurisdiction of the Vice Warden of the 
 Stannaries shall be deemed to be co-extensive in local 
 Limits with the Jurisdiction of the Court of Chancery 
 in England. 
 
 121. Where an Order, Interlocutor, or Decree has Power to 
 been made in Scotland for winding up a Company by tritmtories 
 the Court, it shall be competent to the Court in Scotland in Scotland 
 during Session, and to the Lord Ordinary on the Bills °^^^ 
 during Vacation, on Production by the Liquidators of 
 
 a List certified by them of the Names of the Contribu- 
 tories liable in Payment of any Calls which they may 
 wish to enforce, and of the Amount due by each Con- 
 tributory respectively, and of the Date when the same 
 became due, to pronounce forthwith a Decree against 
 such Contributories for Payment of the Sums so certified 
 to be due by each of them respectively, with Interest 
 from the said Date till Payment, at the Eate of Five 
 Pounds per Centum per Annum, in the same Way and 
 to the same Effect as if they had severally consented 
 to Eegistration for Execution, on a Charge of Six Days, 
 of a legal Obligation to pay such Calls and Interest ; 
 and such Decree may be extracted immediately, and 
 no Suspension thereof shall be competent, except on 
 Caution or Consignation, unless with special Leave of 
 the Court or Lord Ordinary. 
 
 122. Any Order made by the Court in England for order made 
 or in the course of the Winding up of a Company under J" b"|if"^ 
 this Act shall be enforced in Scotland and Ireland in forced in 
 the Courts that would respectively have had Jurisdic- aSire- 
 tion in respect of such Company if the Eegistered Ofl&ce ^^"^' ^^^ 
 of the Company has been situate in Scotland or Ireland, 
 
 and in the same Manner in all respects as if such 
 Order had been made by the Courts that are hereby 
 required to enforce the same ; and in like Manner 
 Orders, Interlocutors, and Decrees made by the Court 
 in Scotland for or in the course of the Winding up of 
 a Company shall be enforced in England and Ireland, 
 and Orders made by the Court in Ireland for or in the 
 course of winding up a Company shall be enforced in 
 
 4 
 
50 THE COMPANIES ACT, 1862. 
 
 England and Scotland by the Courts which would 
 
 respectively have had Jurisdiction in the Matter of 
 
 such Company if the Eegistered Office of the Company 
 
 were situate in the Division of the United Kingdom 
 
 where the Order is required to be enforced, and in the 
 
 same Manner in all respects as if such Order had been 
 
 made by the Court required to enforce the same in the 
 
 Case of a Company within its own Jurisdiction. 
 
 Mode of 123. Where any Order, Interlocutor, or Decree made 
 
 with "orders ^J ^^® Court is required to be enforced by another 
 
 to be en- Court, as hereiii-before provided,^ an Office Copy of 
 
 other ^ the Order, Interlocutor, or Decree so made shall be 
 
 Courts. produced to the proper Officer of the Court required to 
 
 enforce the same, and the production of such Office 
 
 Copy shall be sufficient Evidence of such Order, Inter- 
 
 - locutor, or Decree having been made, and thereupon 
 
 such last-mentioned Court shall take such Steps in the 
 
 Matter as may be requisite for enforcing such Order, 
 
 Interlocutor, or Decree, in the same Manner as if it 
 
 were the Order, Interlocutor, or Decree of the Court 
 
 enforcing the same. 
 
 ^ Sect. 122, ante, p. 49. 
 
 Appeals 124. Eehearings of and Appeals from any Order or 
 
 Orders Decision made or given in the Matter of the Winding 
 up of a Company by any Court having Jurisdiction 
 under this Act may be had in the same Manner and 
 subject to the same Conditions in and subject to which 
 Appeals may be had from any Order or Decision of the 
 same Court in cases within its ordinary Jurisdiction ; 
 subject to this Eestriction, that no such Rehearing or 
 Appeal shall be heard unless Notice of the same is given 
 within Three Weeks after any Order complained of has 
 been made, in manner in which Notices of Appeal are 
 ordinarily given according to the Practice of the Court 
 appealed from, unless such Time is extended by the 
 Court of Appeal : Provided that it shall be lawful for 
 the Lord Warden of the Stannaries, by a Special or 
 General Order, to remit at once any Appeal allowed 
 and regularly lodged with him against any Order or 
 
THE COMPANIES ACT, 1862. 51 
 
 Decision of the Vice Warden made in the Matter of 
 a Winding up to the Court of Appeal in Chancery, which 
 Court shall thereupon hear and determine such Appeal, 
 and have Power to require all such' Certificates of the 
 Vice Warden, Eecords of Proceedings below, Docu- 
 ments, and Papers as the Lord Warden would or 
 might have required upon the Hearing of such Appeal, 
 and to exercise all other the Jurisdiction and Powers 
 of the Lord Warden specified in the Act of Parliament 
 passed in the Eighteenth Year of the Eeign of Her 
 present Majesty, Chapter Thirty-two, and any Order 
 so made by the Court of Appeal in Chancery shall be 
 final without any further Appeal. 
 
 125. In all Proceedings under this Part of this Act, Judicial 
 all Courts, Judges, and Persons judicially acting, and tlken^of^^^ 
 all other Officers, Judicial or Ministerial, of any Court, signature 
 or employed in enforcing the Process of any Court, etc. ^^^^' 
 shall take judicial Notice of the Signature of any Ofiicer 
 
 of the Courts of Chancery or Bankruptcy in England 
 oi: in Ireland, or of the Court of Session in Scotland, 
 or of the Eegistrar of the Court of the Vice Warden 
 of the Stannaries, and also of the official Seal or Stamp 
 of the several Ofiices of the Courts of Chancery or 
 Bankruptcy in England or Irela?id, or of the Court of 
 Session in Scotland, or of the Court of the Vice Warden 
 of the Stannaries, when such Seal or Stamp is appended 
 to or impressed on any Document made, issued, or 
 signed under the Provisions of this Part of the Act, 
 or any official Copy thereof. 
 
 126. [The Commissioners of the Court of Bank- Special 
 ruptcy and i] the Judges of the County Courts in Eng- ?ione™s V 
 land who sit at Places more than Twenty Miles from the taking Evi- 
 General Post Ofifice, and the Commissioners of Bankrupt ^^^^^' 
 and the Assistant Barristers and Eecorders in Ireland, 
 
 and the Sheriffs of Counties in Scotland, shall be Com- 
 missioners for the Purpose of taking Evidence under 
 this Act in Cases where any Company is wound up 
 in any Part of the United Kingdom, and it shall be 
 lawful for the Court to refer the whole or any Part of 
 the Examination of any Witnesses under this Act to 
 
52 
 
 THE COMPANIES ACT, 1862. 
 
 Court may 
 order the 
 Examina- 
 tion of 
 Persons in 
 Scotland. 
 
 any Person hereby appointed Commissioner, although 
 such Commissioner is out of the Jurisdiction of the 
 Court that made the Order or Decree for winding up 
 the Company ; and every such Commissioner shall, in 
 addition to any Power of summoning and examining 
 Witnesses, and requiring the Production or Delivery 
 of Documents, and certifying or punishing Defaults by 
 Witnesses, which he might lawfully exercise as a 
 [Commissioner of the Court of Bankruptcy,^] Judge of 
 a County Court, Commissioner of Bankrupt, Assistant 
 Barrister, or Eecorder, or as a Sheriff of the County, 
 have in the Matter so referred to him all the same 
 Powers of summoning and examining Witnesses, and 
 requiring the Production or Delivery of Documents, 
 and punishing Defaults by Witnesses, and allowing 
 Costs and Charges and Expenses to Witnesses, as the 
 Court which made the Order for winding up the Com- 
 pany has ; and the Examination so taken shall be 
 returned or reported to such last-mentioned Court in 
 such Manner as it directs. 
 
 1 Repealed by the Statute Law Revision Act, 1875. 
 
 127. The Court may direct the Examination in Scot- 
 land of any Person for the Time being in Scotland, 
 whether a Contributory of the Company or not, in re- 
 gard to the Estate, Dealings, or Affairs of any Company 
 in the course of being wound up, or in regard to the 
 Estate, Dealings, Or Affairs of any person being a 
 Contributory of the Company, so far as the Company 
 may be interested therein by reason of his being such 
 Contributory, and the Order or Commission to take 
 such Examination shall be directed to the Sheriff of 
 the County in which the Person to be examined is 
 residing or happens to be for the time, and the Sheriff' 
 shall summon such Person to appear before him at a 
 Time and Place to be specified in the Summons for 
 Examination upon Oath as a Witness or as a Haver, 
 and to produce any Books, Papers, Deeds, or Docu- 
 ments called for which may be in his Possession or 
 Power, and the Sheriff may take such Examination 
 
THE COMPANIES ACT, 1862. 53 
 
 either orally or upon written Interrogatories, and shall 
 report the same in Writing in the usual Form to the 
 Court, and shall transmit with such Eeport the Books, 
 Papers, Deeds, or Documents produced, if the Originals 
 thereof are required and specified by the Order, or 
 otherwise such Copies thereof or Extracts therefrom, 
 authenticated by the Sheriff, as may be necessary; 
 and in case any Person so summoned fails to appear 
 at the Time and Place specified, or appearing refuses 
 to be examined or to make the Production required, 
 the Sheriff shall proceed against such Person as a 
 Witness or Haver duly cited, and failing to appear or 
 refusing to give Evidence or make Production may be 
 proceeded against by the Law of Scotland; and the 
 Sheriff shall be entitled to such and the like Fees, and 
 the Witness shall be entitled to such and the like 
 Allowances, as Sheriffs when acting as Commissioners 
 under Appointment from the Court of Session and as 
 Witnesses and Havers are entitled to in the like Cases 
 according to the Law and Practice of Scotland : If any 
 Objection is stated to the Sheriff' by the Witness, 
 either on the Ground of his Incompetency as a Witness, 
 or as to the Production required to be made, or on 
 any other Ground whatever, the Sheriff may, if he 
 thinks fit, report such Objection to the Court, and 
 suspend the Examination of such Witness until such 
 Objection has been disposed of by the Court. 
 
 128. Any Affidavit, Affirmation, or Declaration re- Affidavits, 
 quired to be sworn or made under the Provisions or for swoV™ etc?* 
 the Purposes of this Part of this Act may be lawfully before any' 
 sworn or made in Great Britain or Ireland, or in any c<mrt%r"^ 
 Colony, Island, Plantation, or Place under the Do- Person, 
 minion of Her Majesty in Foreign Parts, before any 
 Court, Judge, or Person lawfully authorized to take 
 and receive Affidavits, Affirmations, or Declarations, 
 or before any of Her Majesty's Consuls or Vice Consuls 
 in any Foreign Parts out of Her Majesty's Dominions, 
 and all Courts, Judges, Justices, Commissioners, and 
 Persons acting judicially shall take judicial Notice of 
 the Seal or Stamp or Signature (as the Case may be) 
 
54 
 
 THE COMPANIES ACT, 1862. 
 
 of any such Court, Judge, Person, Consul, or Vice 
 Consul attached, appended, or subscribed to any such 
 Affidavit, Affirmation, or Declaration, or to any other 
 Document to be used for the Purposes of this Part of 
 this Act. 
 
 Voluntary Winding up of Company. 
 
 Circum- 
 stances 
 under which 
 Company 
 maybe 
 wound up 
 voluntarily. 
 
 Definition 
 of Extra- 
 ordinary 
 Resolution. 
 
 129. A Company ^ under this Act may be wound up 
 voluntarily, 
 
 (1.) Whenever the Period, if any, j&xed for the Dura- 
 tion of the Company by the Articles of Associa- 
 tion expires, or whenever the Event, if any, 
 occurs, upon the Occurrence of which it is 
 provided by the Articles of Association that the 
 Company is to be dissolved, and the Company 
 in General Meeting has passed a Eesolution 
 requiring the Company to be wound up volun- 
 tarily : 
 (2.) Whenever the Company has passed a Special 
 Eesolution - requiring the Company to be wound 
 up voluntarily : 
 (3.) Whenever the Company has passed an Extra- 
 ordinary Eesolution to the Effect that it has 
 been proved to their Satisfaction that the Com- 
 pany cannot by reason of its Liabilities continue 
 its Business, and that it is advisable to wind up 
 the same : 
 For the Purposes of this Act any Eesolution shall be 
 deemed to be extraordinary which is passed in such 
 Manner as would, if it had been confirmed by a sub- 
 sequent Meeting, have constituted a Special Eesolution 
 as herein-before defined. 
 
 ^But not an unregistered Company, Sect. 199 (2), jjost p. 85. 
 2 As to passing of Special Resolutions, see Sect. 51, ante p. 23. 
 
 Commence- 130. A voluntary Winding up shall be deemed to 
 ment of commence at the Time of the passing of the Eesolution 
 
 voluntary ... , ttt • t 
 
 Winding authorizing such Winding up. 
 
 up. 
 
THE COMPANIES ACT, 1862. 56 
 
 131. Whenever a Company is wound up voluntarily Effect of 
 the Company shall, from the Date of the Commence- windin?up 
 ment^ of such Winding up, cease to carry on its Business, on status of 
 except in so far as may be required for the beneficial ^"™P*"y- 
 Winding up thereof, and all Transfers of Shares, ex- 
 cept Transfers made to or w^ith the Sanction of the 
 Liquidators, or Alteration in the Status of the Members 
 
 of the Company, taking place after the Commencement 
 of such Winding up shall be void, but its Corporate 
 State 2 and all its Corporate Powers shall, notwith- 
 standing it is otherwise provided by its Eegulations, 
 continue until the Affairs of the Company are wound 
 up. 
 
 ^ See preceding Section. 
 
 '^ As to this, see Sect. 18, ante p. 8. 
 
 132. Notice of any Special Besolution or Extra- Notice of 
 Ordinary Eesolution passed for winding up a Company tcfSi^up 
 voluntarily shall be given by Advertisement as respects voiuntarUy. 
 Companies registered in England in the London Gazette, 
 
 as respects Companies registered in Scotland in the 
 Edinburgh Gazette, and as respects Companies regis- 
 tered in Ireland in the Dublin Gazette. 
 
 133. The following Consequences shall ensue upon Conse- 
 the voluntary Winding up of a Company : ?ohmSry 
 
 (1.) The Property of the Company shall be apphed winding 
 in satisfaction of its Liabilities pari passu, and, 
 subject thereto, shall, unless it be otherwise 
 provided by the Eegulations of the Company, 
 be distributed amongst the Members accord- 
 ing to their Eights and Interests in the Com- 
 pany :i 
 
 (2.) Liquidators shall be appointed for the Purpose 
 of winding up the affairs of the Company and 
 distributing the Property : 
 
 (3.) The Company in General Meeting shall appoint 
 such Persons or Person as it thinks fit to be 
 Liquidators or a Liquidator, and may fix the 
 Eemuneration to be paid to them or him : 
 
 (4.) If One Person only is appointed, all the Pro- 
 
56 THE COMPANIES ACT, 1862. 
 
 visions herein contained in reference to several 
 Liquidators shall apply to him : 
 
 (5.) Upon the Appointment of Liquidators all the 
 Power of the Directors shall cease, except in 
 so far as the Company in General Meeting or 
 the Liquidators may sanction the Continuance 
 of such Powers : 
 
 (6.) When several Liquidators are appointed, every 
 Power hereby given may be exercised by such 
 One or more of them as may be determined at 
 the Time of their Appointment, or in Default 
 of such Determination by any Number not 
 less than Two : 
 
 (7.) The Liquidators may, without the Sanction of 
 the Court, exercise all Powers by this Act 
 given to the Official Liquidator : ^ 
 
 (8.) The Liquidators may exercise the Powers here- 
 in-before given to the Court of settling the 
 List of Contributories ^ of the Company, and 
 any List so settled shall be priynd facie Evi- 
 dence of the Liability of the Persons named 
 therein to be Contributories : 
 
 (9.) The Liquidators may at any Time after the 
 passing of the Eesolution for winding up the 
 Company, and before they have ascertained the 
 Sufficiency of the Assets of the Company, call 
 on all or any of the Contributories for the Time 
 being settled on the List of Contributories to 
 the Extent of their Liability to pay all or any 
 Sums they deem necessary to satisfy the Debts 
 and Liabilities of the Company, and the Costs, 
 Charges, and Expenses of winding it up, and for 
 the Adjustment of the Eights of the Contribu- 
 tories amongst themselves, and the Liquidators 
 may in making a Call take into consideration 
 the Probability that some of the Contributories 
 upon whom the same is made may partly or 
 wholly fail to pay their respective Portions of 
 the same : 
 
 (10.) The Liquidators shall pay the Debts of the 
 
THE COMPANIES ACT, 1862. 57 
 
 Company, and adjust the Eights of the Con- 
 tributories amongst themselves.* 
 
 1 Sect. 38, ante p. 17. 
 
 2 Sect. 95, ante p. 40. 
 
 3 Sect. 98, ante p. 42. 
 ■*Sect. 38 (7),an^e p. 18. 
 
 134. Where a Company limited by Guarantee, and Effect of 
 having a Capital divided into Shares, i is being wound J|J?sharl"'* 
 up voluntarily, any Share Capital that may not have Capital of 
 been called up shall be deemed to be Assets of the iiSd"by 
 Company and to be a Specialty Debt ^ due from each o»a»antee. 
 Member to the Company to the Extent of any sums 
 
 that may be unpaid on any Shares held by him, and 
 payable at such Time as may be appointed by the 
 Liquidators. 
 
 1 But see now the Companies Act, 1900, Sect. 27, post p. 223. 
 . 2Sect. 75, «n^e p. 32. 
 
 135. A Company about to be wound up voluntarily, Power of 
 or in the course of being wound up voluntarily, may, Jeiegate^ ^ 
 by an Extraordinary Eesolution/ delegate to its Credi- Authority 
 tors, or to any Committee of its Creditors, the Power Li(JS§a-"*^ 
 of appointing Liquidators or any of them, and supply- tors, etc. 
 ing any Vacancies in the Appointment of Liquidators, 
 
 or may by a like Eesolution enter into any Arrangement 
 with respect to the Powers to be exercised by the 
 Liquidators, and the Manner in which they are to be 
 exercised ; and any Act done by the Creditors in 
 pursuance of such delegated Power shall have the 
 same Effect as if it had been done by the Company. 
 
 ^ Defined in Sect. 129, ante p. 54. 
 
 136.^ Any Arrangement entered into between a ^^''^J*!?' 
 Company about to be wound up voluntarily, or in the binding on 
 course of being wound up voluntarily, and its Creditors, Creditors, 
 shall be binding on the Company if sanctioned by an 
 Extraordinary Eesolution,^ and on the Creditors if 
 acceded to by Three Fourths in Number and Value 
 of the Creditors, subject to such Eight of Appeal as 
 is herein-after mentioned.^ 
 
 1 See also the Joint Stock Companies Arrangement Act, 1870, 
 Sect. 2, post p. 145. 
 
 2 Defined in Sect. 129, ante p. 54. 
 ^Next Section. 
 
58 
 
 THE COMPANIES ACT, 1862. 
 
 Appeal. 
 
 Power of 137. Any Creditor or Contributory of a Company 
 
 Contribu-"'^ that has in manner aforesaid ^ entered into any Ar- 
 tory to rangement with its Creditors may within Three Weeks 
 from the Date of the Completion of such Arrangement, 
 appeal to the Court against such Arrangement, and 
 the Court may thereupon, as it thinks just, amend, 
 vary, or confirm the same. 
 ^In previous Section. 
 138. Where a Company is being wound up volun- 
 
 voluntary 
 Winding-up 
 to apply to 
 Court. 
 
 Power for 
 
 or^^jntribu- ^^^^h ^^^ Liquidators or any Contributory ^ of the 
 tories in Company may apply to the Court in England, Ireland, 
 or Scotland, or to the Lord Ordinary on the Bills in 
 Scotland, in Time of Vacation, to determine any Ques- 
 tion arising in the Matter of such Winding up, or to 
 exercise, as respects the enforcing of Calls, or in 
 respect of any other Matter, all or any of the Powers 
 which the Court might exercise if the Company were 
 being wound up by the Court ; and the Court or Lord 
 Ordinary, in the Case aforesaid, if satisfied that the 
 Determination of such Question, or the required Exer- 
 cise of Power, will be just and beneficial, may accede, 
 wholly or partially, to such Application, on such Terms 
 and subject to such Conditions as the Court thinks fit, 
 or it may make such other Order, Interlocutor, or 
 Decree on such Application as the Court thinks just. 
 
 iQr any Creditor. The Companies Act, 1900, Sect. 25, post 
 p. 222. 
 
 Power of 
 Liquida- 
 tors to call 
 General 
 Meetings. 
 
 139. Where a Company is being wound up volun- 
 tarily the Liquidators may from Time to Time, during 
 the Continuance of such Winding up, summon General 
 Meetings of the Company for the Purpose of obtaining 
 the Sanction of the Company by Special Resolution ^ 
 or Extraordinary Resolution,^ or for any other Purposes 
 they think fit ; and in the event of the Winding up 
 continuing for more than One Year, the Liquidators 
 shall summon a General Meeting of the Company at 
 the End of the First Year, and of each succeeding 
 Year from the Commencement of the Winding up, or 
 as soon thereafter as may be convenient, and shall 
 
THE X30MPANIBS ACT, 1862. 59 
 
 lay before such Meeting an Account showing their 
 Acts and DeaUngs, and the Manner in which the 
 Winding-up has been conducted during the preceding 
 Year. 
 
 1 Sect. 61, ante p. 23. 
 
 2 Sect 129, «nfep. 54. 
 
 140. If any Vacancy occurs in the Office of Liqui- Power to fiu 
 dators appointed by the Company, by Death, Eesigna- jJJ'i^quiJa^ 
 tion, or otherwise, the Company in General Meeting tors, 
 may, subject to any Arrangement they may have 
 entered into with their Creditors, ^ fill up such Vacancy, 
 
 and a General Meeting for the Purpose of filling up 
 such Vacancy may be convened by the continuing 
 Liquidators, if any, or by any Contributory of the 
 Company, and shall be deemed to have been duly held 
 if held in manner prescribed by the Eegulations of the 
 Company, or in such other Manner as may, on Appli- 
 cation by the continuing Liquidator, if any, or by any 
 Contributory of the Company, be determined by the 
 Court. 
 
 ^ Sect. 135, ante p. 57. 
 
 141. If from any Cause whatever there is no Liqui- Power of 
 dator acting in the Case of a voluntary Winding up, appoint 
 the Court may, on the Application of a Contributory, Liquidators, 
 appoint a Liquidator or Liquidators ; the Court may 
 
 also, on due Cause shown, remove any Liquidator, and 
 appoint another Liquidator to act in the Matter of a 
 voluntary Winding up. 
 
 142. As soon as the Affairs of the Company are Liquidators 
 fully wound up, the Liquidators shall make up an ciuSon of 
 Account showing the Manner in which such Winding winding up 
 up has been conducted, and the Property of the Com- an accouS 
 pany disposed of ; and thereupon they shall call a Je^reV*^ 
 General Meeting of the Company for the Purpose of General 
 having the Account laid before them, and hearing any ^®«*^"s- 
 Explanation that may be given by the Liquidators : 
 
 The Meeting shall be called by Advertisement, specify- 
 ing the Time, Place, and Object of such Meeting ; and 
 such Advertisement shall be published One Month at 
 
60 THE COMPANIES ACT, 1862. 
 
 least previously to the Meeting, as respects Companies 
 registered in England in the London Gazette, and as 
 respects Companies registered in Scotland in the Edin- 
 burgh Gazette, and as respects Companies registered 
 in Ireland in the Dublin Gazette. 
 Liquidators 143. The Liquidators shall make a Eeturn to the 
 MeSg\o Eegistrar of such Meeting having been held, and of the 
 Registrar Date at which the same was held, and on the Expira- 
 pany to be tion of Three Months from the Date of the Eegistration 
 dSfvtd o^ s^^^ Eeturn the Company shall be deemed to be 
 at the Ex- dissolved : If the Liquidators make Default in making 
 Three**" "* such Eetum to the Eegistrar they shall incur a Penalty 
 Months. not exceeding Five Pounds for every Day during which 
 
 such Default continues. 
 
 Costs of 144. All Costs, Charges, and Expenses properly 
 
 Lijuidatfon. incurred in the voluntary Winding up of a Company, 
 
 including the Eemuneration of the Liquidators, shall 
 
 be payable out of the Assets of the Company in priority 
 
 to all other Claims. 
 
 Creditor 145. The volantary Winding up of a Company shall 
 
 Twhiding- not be a Bar to the Eight of any Creditor of such 
 
 up by Court. Company to have the same wound up by the Court, 
 
 if the Court is of opinion that the Eights of such 
 
 Creditor will be prejudiced by a voluntary Winding up. 
 
 Power of 146. Where a Company is in course of being wound 
 
 adopt Pro- ^P voluntarily; and Proceedings^ are taken for the 
 
 ceedings Purpose of having the same wound up by the Court, 
 
 Snti"y*'^ the Court may, if it thinks fit, notwithstanding that it 
 
 Winding- makes an Order directing the Company to be wound 
 
 up by the Court, provide in such Order or in any other 
 
 Order for the Adoption of all or any of the Proceedings 
 
 taken in the course of the voluntary Winding up. 
 
 ^ As specified in preceding Section. 
 Power of 
 
 Court to Winding up Subject to the Supervision of the Court. 
 
 untary 
 
 tocoiitimJe 147. When a Eesolution^ has been passed by a 
 subject to Company to wind up voluntarily, the Court may make 
 Se'court. an Order directing that the voluntary Winding up 
 
 up. 
 
THE COMPANIES ACT, 1862. 61 
 
 should continue, but subject to such supervision of the 
 Court, and with such Liberty for Creditors, Contribu- 
 tories, or others to apply to the Court, and generally 
 upon such Terms and subject to such Conditions as 
 the Court thinks just. 
 
 1 Sect. 129, ante p. 54. 
 
 148. A Petition, praying wholly or in part that a Effect of 
 voluntary Winding-up should continue, but subject to JoiuiJ'uanoe 
 the Supervision of the Court, and which Winding up of winding 
 is herein- after referred to as a Winding up subject to to Super- 
 the Supervision of the Court, shall, for the Purpose of vision, 
 giving Jurisdiction to the Court over Suits and Actions, 
 
 be deemed to be a Petition for winding up ^ the Com- 
 pany by the Court. 
 iSect. 85, ante p. 37. 
 
 149. The Court may, in determining whether a Court may 
 Company is to be wound up altogether by the Court to wishSof 
 or subject to the Supervision of the Court, in the creditors. 
 Appointment of Liquidator or Liquidators, and in all 
 
 other Matters relating to the Winding-up subject to 
 Supervision, have regard to the Wishes of the Creditors 
 or Contributories as proved to it by any sufficient Evi- 
 dence, and may direct Meetings ^ of the Creditors or 
 Contributories to be summoned, held, and regulated 
 in such Manner as the Court directs, for the Purpose 
 of ascertaining their Wishes, and may appoint a Person 
 to act as Chairman of any such Meeting, and to report 
 the Eesult of such Meeting to the Court : In the Case 
 of Creditors, regard shall be had to the Value of the 
 Debts due to each Creditor, and in the Case of Contri- 
 butories to the Number of Votes conferred on each 
 Contributory by the Eegulations of the Company. 
 
 1 The Companies (Winding-up) Act, 1890, Sect. 6, post p. 168. 
 
 Power to 
 
 150. Where any Order ^ is made by the Court for a ^^"o-'Jj.*' 
 Winding up subject to the Supervision of the Court, additional 
 the Court may, in such Order or in any subsequent Jj^w^^^n^l 
 Order, appoint any additional Liquidator or Liqui- up subject 
 dators ; and any Liquidators so appointed by the Court vision!^^ 
 
62 
 
 THE COMPANIES ACT, 1862. 
 
 Effect of 
 Order of 
 Court for 
 winding 
 np subject 
 to Super- 
 vision. 
 
 Appoint- 
 ment in 
 certain 
 Cases of 
 voluntary 
 Liquidators 
 to be Official 
 Liquidators. 
 
 shall have the same Powers, be subject to the' same 
 Obligations, and in all respects stand in the same 
 Position as if they had been appointed to by the Com- 
 pany. ^ The Court may from Time to Time remove 
 any Liquidators so appointed by the Court, and fill up 
 any Vacancy occasioned by such Eemoval, or by 
 Death or Eesignation. 
 
 1 Sect. 147, ante p. 60. 
 ■^ Sect. 133, ante p. 65. 
 
 151. Where an Order ^ is made for a Winding up 
 subject to the Supervision of the Court, the Liquidators 
 appointed to conduct such Winding up may, subject to 
 any Eestrictions imposed by the Court, exercise all 
 their Pov^ers, without the Sanction or Intervention of 
 the Court, in the same Manner as if the Company were 
 being wound up altogether voluntarily ; but, save as 
 aforesaid, any Order made by the Court for a Winding 
 up subject to the Supervision of the Court shall for all 
 Purposes, including the staying of Actions, Suits, and 
 other Proceedings, be deemed to be an Order of the 
 Court for winding up the Company by the Court, and 
 shall confer full Authority on the Court to make Calls,^ 
 or to enforce Calls made by the Liquidators, and to 
 exercise all other Powers which it might have exercised 
 if an Order had been made for winding up the Company 
 altogether by the Court ; and in the Construction of 
 the Provisions whereby the Court is empowered to 
 direct any Act or Thing to be done to or in favour of 
 the Official Liquidators, the Expression Ofiicial Liqui- 
 dators shall be deemed to mean the Liquidators con- 
 ducting the Winding up subject to the Supervision of 
 the Court. 
 
 1 Sect. 147, ante p. 60. 
 
 2 As to power of Court to make Calls, see Sect. 102, ante p. 43. 
 
 152. Where an Order ^ has been made for the 
 Winding up of a Company subject to the Supervision 
 of the Court, and such Order is afterwards superseded 
 by an Order ^ directing the Company to be wound up 
 compulsorily, the Court may in such last-mentioned 
 
THE COMPANIES ACT, 1862. 63 
 
 Order, or in any subsequent Order, appoint the 
 voluntary Liquidators or any of them, either provision- 
 ally or permanently, and either with or without the 
 Addition of any other Persons, to be Official Liqui- 
 dators. 
 
 1 Sect. 147, ante p. 60. 
 2Sect. 79, «77ie p. 34. 
 
 Supplemental Provisions. 
 
 • 153. Where any Company is being wound up by Disposi- 
 the Court or subject to the Supervision of the Court, property 
 all Dispositions of the Property, Effects, and Things in etc., after 
 Action of the Company, and every Transfer of Shares, mencement 
 or Alteration in the Status of the Members of the oftheWind- 
 Company, made between the Commencement ^ of the vofd!^ 
 Winding up and the Order for winding up, shall, unless 
 the Court otherwise orders, be void. 
 
 ^ Sect, 84, ante p. 37, where Company is being wound up 
 by Court ; Sect. 130, ante p. 54, where under Supervision of 
 the Court. 
 
 154. Where any Company is being wound up, all The Books 
 Books, Accounts, and Documents of the Company and plny^o b™ 
 of the Liquidators shall, as between the Contributories Evidence, 
 of the Company, be prima facie Evidence of the Truth 
 
 of all Matters purporting to be therein recorded. 
 
 155. Where any Company has been wound up under Disposal of 
 this Act and is about to be dissolved, the Books, Accounts, 
 Accounts, and Documents of the Company and of the *„"^?"f'iL 
 Liquidators may be disposed of in the following Way ; Company, 
 that is to say, where the Company has been wound up 
 
 by or subject to the Supervision of the Court, in such 
 way as the Court directs, and where the Company has 
 been wound up voluntarily, in such way as the Com- 
 pany by an Extraordinary Eesolution directs ; but 
 after the Lapse of Five Years from the Date of such 
 Dissolution, no responsibility shall rest on the Com- 
 pany or the Liquidators, or any one to whom the 
 Custody of such Books, Accounts, and Documents has 
 
64 
 
 THE COMPANIES ACT, 1862. 
 
 Insp 
 of B 
 
 Power of 
 Assignee to 
 sue and be 
 sued. 
 
 Debts and 
 Claims of 
 all Descrip- 
 tions to be 
 proved. 
 
 Power to 
 make Com- 
 promises, 
 etc., with 
 Creditors 
 maybe 
 sanctioned. 
 
 been committed, by reason that the same or any of 
 them cannot be made forthcoming to any Party or 
 Parties claiming to be interested therein. 
 
 156. Where an Order has been made for winding 
 up a Company by the Court or subject to the Super- 
 vision of the Court, the Court may make such Order 
 for the Inspection by the Creditors and Contributories 
 of the Company of its Books and Papers as the Court 
 thinks just, and any Books and Papers in the Posses- 
 sion of the Company may be inspected by Creditors or 
 Contributories in conformity with the Order of the Court, 
 but not further or otherwise. 
 
 157. Any Person to whom any Thing in Action 
 belonging to the Company is assigned in pursuance 
 of this Act 1 may bring or defend any Action or Suit 
 relating to such Thing in Action in his own Name. 
 
 ^Sect. 95, ante p. 40, and as to unregistered Companies 
 Sect. 203, post p. 89. 
 
 158. In the event of any Company being wound up 
 under this Act, all Debts payable on a Contingency, 
 and all Claims against the Company, present or future, 
 certain or contingent, ascertained or sounding only in 
 Damages, shall be admissible as Proof against the 
 Company, a just Estimate being made, so far as is 
 possible, of the Value of all such Debts or Claims as 
 may be subject to any Contingency or sound only in 
 Damages, or for some other Eeason do not bear a 
 certain Value. 
 
 159. The Liquidators may, with the Sanction of 
 the Court, where the Company is being wound up by 
 the Court or subject to the Supervision of the Court, 
 and with the Sanction ^ of an Extraordinary Eesolution 
 of the Company where the Company is being wound up 
 altogether voluntarily, pay any Classes of Creditors in 
 full, or make such Compromise or other Arrangement 2 
 as the Liquidators may deem expedient with Creditors 
 or Persons claiming to be Creditors, or Persons having 
 or alleging themselves to have any Claim, present or 
 future, certain or contingent, ascertained or sounding 
 
THE COMPANIES ACT, 1862. 65 
 
 only in Damages against the Company, or whereby 
 the Company may be rendered liable. 
 
 1 Sect. 139, ante p. 58. 
 
 2 As to such Arrangements, see Sect. 136, ante p. 57, and also 
 the Joint Stock Companies Arrangement Act, 1870, Sect. 2, 
 post p. 145. 
 
 160. The Liquidators may, with the Sanction of Power to^ 
 the Court where the Company is being wound up by ^ufcon?^* 
 the Court or subject to the Supervision of the Court, tnbutories 
 and with the Sanction ^ of an Extraordinary Eesolution Debtors, 
 of the Company where the Company is being wound 
 
 up altogether voluntarily, compromise all. Calls and 
 Liabihties to Calls, Debts, and Liabilities capable of 
 resulting in Debts, and all Claims, whether present or 
 future, certain or contingent, ascertained or sounding 
 only in Damages, subsisting or supposed to subsist 
 between the Company and any Contributory or alleged 
 Contributory, or other Debtor or Person apprehending 
 Liability to the Company, and all Questions in any 
 way relating to or affecting the Assets of the Company 
 or the winding up of the Company, upon the Eeceipt 
 of such Sums, payable at such Times, and generally 
 upon such Terms as may be agreed upon, with Power 
 for the Liquidators to take any Security for the Dis- 
 charge of such Debts or Liabilities, and to give complete 
 Discharges in respect of all or any such Calls, Debts, 
 or Liabilities. 
 
 1 Sect. 189, ante p. 58. 
 
 161. Where any Company is proposed to be or is in power for 
 the course of being wound up altogether voluntarily, J'o'JJeept*^^ 
 and the Whole or a Portion of its Business or Property shares, etc., 
 is proposed to be transferred or sold to another Com- deration^*" 
 pany, the Liquidators of the first-mentioned Company ^^ Sale of 
 may, with the Sanction of a Special Eesolution ^ of to another 
 the Company by whom they were appointed, conferring Company, 
 either a general Authority on the Liquidators, or an 
 Authority in respect of any particular Arrangement, 
 receive in Compensation or part Compensation for 
 
 such Transfer or Sale Shares, Policies, or other like 
 
 5 
 
66 THE COMPANIES ACT, 1862. 
 
 Interests in such other Company, for the Purpose of 
 Distribution amongst the Members of the Company 
 being wound up, or may enter into any other Arrange- 
 ment whereby the Members of the Company being 
 wound up may, in Ueu of receiving Cash, Shares, 
 Policies, or other hke Interests, or in addition thereto, 
 participate in the Profits of or receive any other Benefit 
 from the purchasing Company ; and any Sale made or 
 Arrangement entered into by the Liquidators in pur- 
 suance of this Section shall be binding on the Members 
 of the Company being wound up ; subject to this Pro- 
 viso, that if any Member of the Company being wound 
 up who has not voted in favour of the Special Resolu- 
 tion passed by the Company of which he is a Member 
 at either of the Meetings held for passing the same 
 expresses his Dissent from any such Special Resolution 
 in Writing addressed to the Liquidators or One of them, 
 and left at the Registered Office of the Company not 
 later than Seven Days after the Date of the Meeting 
 at which such Special Resolution was passed, such 
 dissentient Member may require the Liquidators to do 
 One of the following Things as the Liquidators may 
 prefer ; that is to say, either to abstain from carrying 
 such Resolution into effect, or to purchase the Interest 
 held by such dissentient Member at a Price to be 
 determined in Manner herein-after mentioned, ^ such 
 Purchase Money to be paid before the Company is 
 dissolved, and to be raised by the Liquidators in such 
 Manner as may be determined by Special Resolution : 
 No Special Resolution shall be deemed invalid for the 
 Purposes of this Section by reason that it is passed 
 antecedently to or concurrently with any Resolution 
 for winding up the Company, or for appointing Liqui- 
 dators ; but if an Order be made within a Year for 
 winding up the Company by or subject to the Super- 
 vision of the Court, such Resolution shall not be of 
 any Validity unless it is sanctioned by the Court. 
 
 1 Sect. 51, ante p. 23. 
 * Next Section. 
 
THE COMPANIES ACT, 1862. 67 
 
 162. The Price to be paid for the Purchase of the Mode of 
 Interest of any dissentient Member i may be deter- fn®*®]^^" 
 mined by Agreement, but if the Parties dispute about 
 
 the same such Dispute shall be settled by Arbitration, 
 .and for the Purposes of such Arbitration the Provisions 
 of ." The Companies Clauses Consolidation Act, 1845," 
 with respect to the Settlement of Disputes by Arbitra- 
 tion, shall be incorporated with this Act ; and in the 
 <Donstruction of such Provisions this Act shall be deemed 
 to be the Special Act, and ** the Company " shall mean 
 the Company that is being wound up, and any Appoint- 
 ment by the said incorporated Provisions directed to 
 be made under the Hand of the Secretary, or by any 
 Two of the Directors, may be made under the Hand 
 of the Liquidator, if only One, or any Two or more of 
 the Liquidators if more than One. 
 
 ^ Under preceding Section. 
 
 163. Where any Company is being wound up by Certain At- 
 the Court or subject to the Supervision of the Court, ExSiins, 
 any Attachment, Sequestration, Distress, or Execution etc., after 
 put in force against the Estate or Effects of the Com- mentoT*'^ 
 pany after the Commencement of the Winding up JJ^^e void '^ 
 shall be void to all Intents. 
 
 164. Any such Conveyance, Mortgage, Delivery of Fraudulent 
 •Goods, Payment, Execution, or other Act relating to P'^^^e^'^^ce. 
 Property as would, if made or done by or against any 
 individual Trader, be deemed in the event of his 
 Bankruptcy to have been made or done by way of 
 undue or fraudulent Preference of the Creditors of 
 
 such Trader, shall, if made or done by or against any 
 Company, be deemed, in the event of such Company 
 being wound up under this Act, to have been made 
 or done by way of undue or fraudulent Preference of 
 the Creditors of such Company, and shall be invalid 
 accordingly ; and for the Purposes of this Section the 
 Presentation of a Petition for winding up a Company 
 shall, in the Case of a Company being wound up by 
 the Court or subject to the Supervision of the Court, 
 and a Resolution for winding up the Company shall, r 
 
68 THE COMPANIES ACT, 1862. 
 
 in the Case of a voluntary Winding up, be deemed to 
 correspond with the Act of Bankruptcy, in the Case 
 Transfer of of an individual Trader ; and any Conveyance or 
 to'SSstees Assignment made by any Company formed under 
 forBenefit this Act of all its Estate and Effects to Trustees for 
 void. the Benefit of all its Creditors shall be void to all 
 
 Intents. 
 
 Power of 165.^ Where in the course of the Winding up of any Company 
 
 Court to under this Act, it appears that any past or present Director, 
 
 Damages Manager, Official or other Liquidator, or any Officer of such 
 
 against Company, has misapplied or retained in his own Hands, or 
 
 delinquent become liable or accountable for any Moneys of the Company, 
 
 and^Officers °^ been guilty of any Misfeasance or Breach of Trust in relation 
 
 ' to the Company, the Court may, on the Application of any 
 
 Liquidator, or of any Creditor or Contributory of the Company, 
 
 notwithstanding that the Offence is one for which the Offender 
 
 is criminally responsible, examine into the Conduct of such 
 
 Director, Manager, or other Officer, and compel him to repay any 
 
 Moneys so misapplied or retained, or for which he has become 
 
 liable or accountable, together with Interest after such Rate as 
 
 the Court thinks Just, or to contribute such Sums of Money to 
 
 the Assets of the Company by way of Compensation in respect 
 
 of such Misapplication, Retainer, Misfeasance, or Breach of 
 
 Trust, as the Court thinks just. 
 
 ^ Repealed by the Companies { Winding-up) Act, 1890, and re- 
 placed by Sect. 10 of that Act, post p. 173. 
 
 Penalty on 166. If any Director, Officer, or Contributory of 
 or Faismca- any Company wound up under this Act destroys, 
 tion of mutilates, alters, or falsifies any Books, Papers, Writ- 
 ings, or Securities, or makes or is privy to the making 
 of any false or fraudulent Entry in any Eegister, Book 
 of Account, or other Document belonging to the Com- 
 pany with Intent to defraud or deceive any Person, 
 every Person so offending shall be deemed to be guilty 
 of a Misdemeanor, and upon being convicted shall be 
 liable to Imprisonment for any Term not exceeding 
 Two Years, with or without hard labour.^ 
 
 1 See also the Larceny Act, 1861 (24 & 25 Vict. c. 96), Sects. 
 
 Prosecu- 82, 83, 84, and the Companies Act, 1900, Sect. 28, post p. 223. 
 tion of 
 
 delinquent 167. Where any Order is made for winding up a 
 
 Directors in -^^ ' * J i • , , , i n ^ .^. 
 
 the Case of Company by the Court or subject to the Supervision 
 iS"couft"^ of the Court, if it appear in the course of such Wind- 
 
THE COMPANIES ACT, 1862. 69 
 
 ing up that any past or present Director, Manager, 
 Officer, or Member of such Company has been guilty 
 of any Offence in relation to the Company for which 
 he is criminally responsible, the Court may, on the 
 Application of any Person interested in such Winding 
 up, or of its own Motion, direct the Official Liquidators, 
 or the Liquidators (as the Case may be,) to institute 
 and conduct a Prosecution or Prosecutions for such 
 Offence, and may order the Costs and Expenses to 
 be paid out of the Assets of the Company. 
 
 168. Where a Company is being wound up alto- prosecu- 
 gether voluntarily, if it appear to the Liquidators, delinquent 
 conducting such Winding up that any past or present Directors, 
 Director, Manager, Officer, or Member of such Com- of voiSn^S 
 pany has been guilty of any Offence in relation to the winding 
 Company for which he is criminally responsible, it "^' 
 shall be lawful for the Liquidators, with the previous 
 Sanction of the Court, to prosecute such Offender, and 
 
 all Expenses properly incurred by them in such Prose- 
 cution shall be payable out of the Assets of the Com- 
 pany in priority to all other Liabilities. 
 
 169. If any Person, upon any Examination upon Penalties 
 Oath or Affirmation authorized under this Act, or in J^Lf gj,"f 
 any Affidavit, Deposition, or solemn Affirmation in or dence. 
 about the Winding up of any Company under this Act, 
 
 or otherwise in or about any Matter arising under this 
 Act, wilfully and corruptly gives false Evidence, he 
 shall, upon Conviction, be liable to the Penalties of 
 wilful Perjury. 1 
 
 1 See 2 Geo. II., c. 25, s. 2, and 54 & 55 Vict., c. 69. 
 
 Power of Courts to make Bules. 
 
 170. Bepealed by the Statute Law Revisimv Act, 1881. 
 
 171. In Scotland the Court of Session may make Power of 
 such Eules concerning the Mode of Winding up as sesSon in 
 may be necessary by Act of Sederunt ; but, until such ^^^*^^g*^ 
 Rules are made, the general Practice of the Court of Rules. 
 Session in Suits pending in such Court shall, so far as 
 
70 
 
 THE COMPANIES ACT, 1862. 
 
 Court. 
 
 the same is applicable, and not inconsistent with this 
 Act, apply to all Proceedings for winding up a Company,, 
 and Official Liquidators shall in all respects be con- 
 sidered as possessing the same Powers as any Trustee 
 on a Bankrupt Estate. 
 Power to 172. The Vice Warden of the Stannaries may from 
 
 iTltl^"^^' Time to Time, with the Consent provided for by Section 
 Twenty-three of the Act of Eighteenth of Victoriay 
 Chapter Thirty-two, make Eules for carrying into Effect 
 the Powers conferred by this Act upon the Court of the 
 Vice Warden, but, subject to such Eules, the general 
 Practice of the said Court and of the Kegistrar's Office 
 in the said Court, including the present Practice of the 
 said Court in winding up Companies, may be applied 
 to all Proceedings under this Act ; the said Vice 
 Warden may likewise, with the same Consent, make 
 from Time to Time Eules for specifying the Fees to 
 be taken in his said Court in Proceedings under this 
 Act ; and any Eules so made shall be of the same 
 Force as if they had been enacted in the Body of this 
 Act ; and the Fees paid in respect of Proceeding taken 
 under this Act, including Fees taken under " The Joint 
 Stock Companies Act, 1856," in the Matter of winding 
 up Companies, shall be applied exclusively towards 
 Payment of such additional Officers, or such Increase 
 of the Salaries of existing Officers, or Pensions to 
 retired Officers, or such other needful Expenses of the 
 Court, as the Lord Warden of the Stannaries shall 
 from Time to Time, on the Application of the Vice 
 Warden or otherwise, think fit to direct, sanction, or 
 assign, and meanwhile shall be kept as a separate 
 Fund apart from the ordinary Fees of the Court arising 
 from other Business to await such Direction and Order 
 of the Lord Warden herein, and to accumulate by 
 Investment in Government Securities until the whole 
 shall have been so appropriated. 
 
 173. In Ireland the Lord Chancellor of Ireland 
 may, as respects the Winding up of Companies in 
 Ireland, with the Advice and Consent of the Master 
 of the EoUs in Ireland, exercise the same Power of 
 
THE COMPANIES ACT, 1862 
 
 making Eules as is by this Act herein- before given to 
 the Lord Chancellor of Great Britain ; but until such 
 Eules are made the general Practice of the Court of 
 Chaiicery in Ireland, including the Practice hitherto 
 in use in Ireland in winding up Companies, shall, so 
 far as the same is applicable and not inconsistent with 
 this Act, apply to all Proceedings for winding up a 
 Company. 
 
 PAKT V. 
 Eegisteation Office. 
 
 174. The Eegistration of Companies under this Act constitu- 
 shall be conducted as follows ; (that is to say,) R^ristra- 
 
 (1.) The Board of Trade may from Time to Time tion office, 
 appoint such Eegistrars, Assistant Eegistrars, 
 Clerks, and Servants as they may think neces- 
 sary for the Eegistration of Companies under 
 this Act, and remove them at Pleasure : 
 
 (2.) The Board of Trade may make such Eegulations 
 as they think fit with respect to the Duties 
 to be performed by any such Eegistrars, 
 Assistant Eegistrars, Clerks, and Servants as 
 aforesaid : 
 
 (3.) The Board of Trade may from Time to Time 
 determine the Places at which Offices for the 
 Eegistration of Companies are to be established, 
 so that there be at all Times maintained in 
 each of the Three Parts of the United Kingdom 
 at least One such Office, and that no Company 
 shall be registered except at an Ofiice within 
 that Part of the United Kingdom in which by 
 the Memorandum of Association the Eegistered 
 Ofiice of the Company is declared to be estab- 
 lished ; and the Board may require that the 
 Eegistrar's Office of the Court of the Vice 
 Warden of the Stannaries shall be One of the 
 
72 THE COMPANIES ACT, 1862. 
 
 Offices for the Eegistration of Companies 
 formed for working Mines within the Juris- 
 diction of the Court : 
 
 (4.) The Board of Trade may from Time to Time 
 direct a Seal or Seals to be prepared for the 
 Authentication of any Documents required 
 for or connected with the Eegistration of 
 Companies : 
 
 (5.) Every Person may inspect the Documents kept 
 by the Kegistrar of Joint Stock Companies ; 
 and there shall be paid for such Inspection 
 such Fees as may be appointed by the Board 
 of Trade, not exceeding One Shilling for each 
 Inspection ; and any Person may require a 
 Certificate ^ of the Incorporation of any Com- 
 pany, or a Copy or Extract ^ of any other 
 Document or any Part of any other Document, 
 to be certified by the Eegistrar; and there 
 shall be paid for such Certificate of Incorpora- 
 tion, certified Copy, or Extract such Fees ^ as 
 the Board of Trade may appoint, not exceeding 
 Five Shillings for the Certificate of Incorpora- 
 tion, and not exceeding Sixpence for each 
 Folio of such Copy or Extract, or in Scotland 
 for each Sheet of Two hundred Words : 
 
 1 Which shall be evidence. The Companies Act, 1877, Sect. 6, 
 post p. 148. 
 
 2 To be paid by adhesive stamps ; see Treasury order of 31st 
 January, 1901, post p. 226. 
 
 (6.) The existing Eegistrar, Assistant Eegistrars, 
 Clerks, and other Officers and Servants in the 
 Office for the Eegistration of Joint Stock Com- 
 panies shall, during the pleasure of the Board 
 of Trade, hold the Offices and receive the 
 Salaries hitherto held and received by them, 
 but they shall in the Execution of their Duties 
 conform to any Eegulations that may be issued 
 by the Board of Trade : 
 
 (7.) There shall be paid to any Eegistrar, Assistant 
 Eegistrar, Clerk, or Servant that may hereafter 
 
THE COMPANIES ACT, 1862. 73 
 
 be employed in the Registration of Joint Stock 
 Companies such Salary as the Board of Trade 
 may, with the Sanction of the Commissioners 
 of the Treasm^y, direct : 
 (8.) Whenever any Act is herein directed to be done 
 to or by the Registrar of Joint Stock Companies, 
 such Act shall until the Board of Trade other- 
 wise directs, be done in England to or by the 
 existing Registrar of Joint Stock Companies, 
 or in his Absence to or by such Person as the 
 Board of Trade may for the Time being 
 authorize ; in Scotland to or by the existing 
 Registrar of Joint Stock Companies in Scot- 
 land ; and in Ireland to or by the existing 
 Assistant Registrar of Joint Stock Companies 
 for Ireland, or by such Person as the Board of 
 Trade may for the Time being authorize in 
 Scotland or Ireland, in the Absence of the 
 Registrar; but in the event of the Board of 
 Trade altering the Constitution of the existing 
 Registry Office, such Act shall be done to or 
 by such Officer or Officers and at such Place 
 or Places with reference to the local Situa- 
 tion of the Registered Offices of the Companies 
 to be registered as the Board of Trade may 
 appoint. 
 
 PAET VI. 
 
 Application of Act to Companies registered under 
 
 THE Joint Stock Companies Acts. jomt stock 
 
 Companies 
 
 175. The Expression "Joint Stock Companies Acts " mean 19 & 
 as used in this Act shall mean " The Joint Stock Com- ^^ 2cr& 21 
 panies Act, 1856," ''The Joint Stock Companies Acts, vi'ct. c. u, 
 1856, 1857," "The Joint Stock Banking Companies v"d).^J.tiT^ 
 Act, 1857," and "The Act to enable Joint Stock J>u^t not to^ 
 Banking Companies to be formed on the Principle of svict.ciio 
 
74 THE COMPANIES ACT, 1862. 
 
 Limited Liability," or any One or more of such Acts,, 
 as the Case may require ; but shall not include the 
 Act passed in the Eighth Year of the Reign of Her 
 present Majesty, Chapter One hundred and ten, and 
 intituled An Act for the Registration, Incorporation, 
 and Regulation of Joint Stock Companies. 
 Application 176. Subject as herein-after mentioned, this Act, 
 Companies with the Exception of Table A. in the First Schedule, 
 under*Joint ^^^^^ ^PP^Y *o Companies formed and registered under 
 stock Com- the said Joint Stock Companies Acts,^ or any of them, 
 panies Acts, ^j^ ^j^g same Manner in the Case of a Limited Company 
 as if such Company had been formed and registered 
 under this Act as a Company Limited by Shares, and 
 in the Case of a Company other than a Limited Com- 
 pany as if such Company had been formed and regis- 
 tered as an Unlimited Company under this Act, with 
 this Qualification, that wherever Reference is made 
 expressly or impliedly to the Date of Registration, 
 such Date shall be deemed to refer to the Date at 
 which such Companies were respectively registered 
 under the said Joint Stock Companies Acts or any of 
 them, and the Power of altering Regulations by Special 
 Resolution given by this Act ^ shall, in the Case of any 
 Company formed and Registered under the said Joint 
 Stock Companies Acts or any of them, extend to alter- 
 ing any provisions contained in the Table marked B. 
 annexed to "The Joint Stock Companies Act, 1856," 
 and shall also in the Case of an Unlimited Company 
 formed and registered as last aforesaid extend to alter- 
 ing any Regulations relating to the Amount of Capital 
 or its Distribution into Shares, notwithstanding such 
 Regulations are contained in the Memorandum of 
 Association. 
 
 1 Preceding Section. 
 ^Sect. 50, ante ^. 22. 
 
 of^lcuo'^" 177. This Act shall apply to Companies registered 
 Ste?ed^ but not formed under the said Joint Stock Companies 
 under Joint Acts ^ or any of them, in the same Manner as it is here- 
 pan^esA^ts. in -after declared to apply to Companies registered but 
 
THE COMPANIES ACT, 1862. 75 
 
 not formed under this Act,^ with this Quahfication, that 
 wherever Eeference is made expressly or imphedly to 
 the Date of Eegistration, such Date shall be deemed 
 to refer to the Date at which such Companies were 
 respectively registered under the said Joint Stock Com- 
 panies Acts or any of them. 
 
 1 Sect. 175, ante p. 73. 
 
 2 Sect. 196, i)os^ p. 82. 
 
 178. Any Company registered under the said Joint Mode of 
 Stock Companies Acts or any of them may cause its share?""^ 
 Shares to be transferred in Manner hitherto in use, or 
 in such other Manner as the Company may direct. 
 
 PAET VII. 
 
 Companies authorized to register under this 
 Act. 
 
 179. The following Eegulations shall be observed Regulations 
 with respect to the Eegistration of Companies under tration of ^ 
 this Part of this Act ; (that is to say,) existing 
 
 (1.) No Company having the Liabihty of its Mem- c«°»p*"««' 
 hers limited by Act of Parliament or Letters 
 Patent, and not being a Joint Stock Company 
 as herein-after defined, shall register under this 
 Act in pursuance of this Part thereof : 
 
 (2.) No Company havmg the Liability of its 
 Members limited by Act of Parliament or by 
 Letters Patent shall register under this Act 
 in pursuance of this Part thereof as an 
 Unlimited Company, or as a Company limited 
 by Guarantee. 
 
 (3.) 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 Company limited by Shares : 
 
 (4.) No Company shall register under this Act in 
 
76 THE COMPANIES ACT, 1862. 
 
 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, person- 
 ally or by Proxy, in Cases where Proxies are 
 allowed by the Regulations of the Company, 
 at some General Meeting summoned for the 
 Purpose : 
 (5.) When 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 : 
 (6.) Where a Company is about to register as a 
 Company limited by Guarantee, the Assent to 
 its being so registered shall be accompanied 
 by a Eesolution declaring that each Member 
 undertakes to contribute to the Assets of the 
 Company, in the event of the same being 
 wound up, during the Time that he is a Mem- 
 ber, or within One Year afterwards, for Pay- 
 ment of the Debts and Liabilities of the 
 Company contracted before the Time at which 
 he ceased to be a Member, and of the Costs, 
 Charges, and Expenses of winding up the 
 Company, and for the Adjustment of the Rights 
 of the Contributories amongst themselves, such 
 Amount as may be required, not exceeding a 
 specified Amount : 
 In computing any Majority under this Section when a 
 Poll is demanded regard shall be had to the Number of 
 Votes to which each Member is entitled according to 
 the Regulations of the Company of which he is a 
 Member. 
 
 180. With the above Exceptions, and subject to 
 the foregoing Regulations, ^ every Company existing 
 at the Time of the Commencement of this Act, includ- 
 ing any Company registered under the said Joint Stock 
 
THE COMPANIES ACT, 1862. 77 
 
 Companies Acts,^ consisting of Seven or more Members, 
 and any Company hereafter formed in pursuance of 
 any Act of Parliament other than this Act, or of Letters 
 Patent, or being a Company engaged in working Mines 
 within and subject to the Jurisdiction of the Stannaries, 
 or being otherwise duly constituted by Law, and con- 
 sisting of Seven or more Members, may at any Time 
 hereafter register itself under this Act as an Unlimited 
 Company, or a Company limited by Shares, or a Com- 
 pany limited by Guarantee ; and no such Eegistration 
 shall be invalid by reason that it has taken place with 
 a view to the Company being wound up. 
 
 ^ Preceding Section. 
 2 Sect. 175, ante p. 73. 
 
 181. For the Purposes of this Part of this Act, so Definition 
 far as the same relates to the Description of Companies stock^om- 
 empowered to register as Companies limited by Shares, P^ny. 
 a Joint Stock Company shall be deemed to be a Com- 
 pany having a permanent paid-up or nominal Capital of 
 fixed amount dividedinto Shares, also of fixed Amount, 
 or held and transferable as-Stock, or divided and held 
 partly^ in one way and partly in the other, and formed 
 on the Principle of having for its Members the Holders 
 of Shares in such Capital, or the Holders of such Stock, 
 and no other Persons ; and such Company when re- 
 gistered with Limited Liability under this Act shall be 
 deemed to be a Company limited by Shares. 
 
 182.^ No Banking Company claiming to issue Notes in the Proviso as 
 United Kingdom shall be entitled to Limited Liability in re- tp Banking 
 spect of such Issue, but shall continue subject to Unlimited Company. 
 Liability in respect thereof, and, if necessary, the Assets shall 
 be marshalled for the Benefit of the general Creditors, and the 
 Members shall be liable for the whole Amount of the Issue, in 
 Addition to the Sum for which they would be liable as Members 
 of a Limited Company. 
 
 ^ Repealed by the Companies Act, 1879, and replaced by Sect. 6 
 of that Act, post p. 150. Requisi- 
 
 tions for 
 
 183. Previously to the Eegistration in pursuance of ^^J^Jf""^" 
 this Part of this Act of any Joint Stock Company ^ there companies. 
 
78 THE COMPANIES ACT, 1862. 
 
 shall be delivered to the Eegistrar the following Docu- 
 ments ; (that is to say,) 
 
 (1.) A List showing the Names, Addresses, and 
 Occupations of all Persons who on a Day 
 named in such List, and not being more than 
 Six clear Days before the Day of Eegistration 
 were Members of such Company, with the 
 Additioji^of the Shares held by such Persons 
 respectively, distinguishing, in Cases where 
 such Shares are numbered, each Share by its 
 Number : 
 (2.) A Copy of any Act of Parliament, Eoyal Charter, 
 Letters Patent, Deed of Settlement, Contract 
 of Co-partnery, Cost Book Eegulations, or other 
 Instrument constituting or regulating the Com- 
 / pany : 
 
 v/ (3.) If any such Joint Stock Company is intended 
 to be registered as a Limited Company, the 
 above List and Copy shall be accompanied by 
 a Statement specifying the following Particu- 
 lars ; that is to say, 
 The nominal Capital of the Company and 
 the Number of Shares into which it is 
 divided : 
 The Number of Shares taken and the Amount 
 paid on each Share : 
 The name of the Company, with the Ad- 
 dition of the Word " Limited," ^ as the last 
 Word thereof : 
 With the Addition, in the Case of a Com- 
 pany intended to be registered as a Com- 
 pany limited by Guarantee, of the Eesolution 
 declaring the Amount of the Guarantee. 
 
 ^ As defined in Sect. 181, ante p. 77. 
 Requisi- 2 g^^ gect. 190, post p. 80. 
 
 tions for 
 
 tion by 184. Previously to the Eegistration in pursuance of 
 
 CompaSies ^^^^ ^^rt of this Act of any Company not being a 
 
 not being Joint Stock Company ^ there shall be delivered to the 
 
 Companies. Eegistrar a List showing the Names, Addresses, and 
 
THE COMPANIES ACT, 1862. 79 
 
 Occupations of the Directors or other Managers (if 
 uny) of the Company, also a Copy of any Act of Parlia- 
 ment, Letters Patent, Deed of Settlement, Contract of 
 Co-partnery, Cost Book Eegulations, or other Instru- 
 ment constituting or regulating the Company, with the 
 Addition, in the Case of a Company intended to be 
 registered as a Company limited by Guarantee, of 
 ■the Eesolution declaring the Amount of Guarantee. 
 
 lAs defined in Sect. 181, ante p. 77. 
 
 185. Where a Joint Stock Company^ authorized Power for 
 to register under this Act has had the whole or any to^™g?ster 
 Portion of its Capital converted into Stock, such Com- ^1^^^^^^ ^^ 
 pany shall, as to the Capital so converted, instead of stead of 
 •delivering to the Eegistrar a Statement of Shares, •^^*^^«- 
 deliver to the Eegistrar a Statement of the Amount 
 
 of Stock belonging to the Company, and the Names of 
 the Persons who were Holders of such Stock, on some 
 Day to be named on the Statement, not more than 
 'Six clear Days before the Day of Eegistration. 
 
 1 Sect. 180, ante p. 76. 
 
 186. The Lists of Members and Directors and any Authentica- 
 •other Particulars relating to the Company hereby ISements. 
 required to be delivered to the Eegistrars shall be 
 verified by a Declaration of the Directors of the Com- 
 pany delivering the same, or any Two of them, or of 
 
 any Two other principal Officers of the Company, 
 made in pursuance of the Act passed in the Sixth 
 Year of the Eeign of His late Majesty King William 
 the Fourth, Chapter Sixty-two. 
 
 187. The Eegistrar may require such Evidence as Registrar 
 he thinks necessary for the Purpose of satisfying him- E?Men2e as 
 self whether an existing Company is or not a Joint Jj,^^^ 'JJ'® ^^ 
 Stock Company as herein-before defined. ^ orRTgis- 
 
 1 a 4. -I o-i ^ rrrr tratioii of 
 
 1 Sect. 181, ante p. 77. Banking 
 
 Company 
 
 188. Every Banking Company existing at the Date ^g'j^^^™' 
 of the passing of this Act which registers itself as a biuty 
 Limited Company shall, at least Thirty Days previous ^e^^ven^to 
 
 Customers. 
 
80 THE COMPANIES ACT, 1862. 
 
 to obtaining a Certificate of Eegistration with Limited 
 Liability, give Notice that it is intended so to register 
 the same to every Person and Partnership Firm who« 
 have a Banking Account with the Company, and such 
 Notice shall be given either by delivering the same to 
 such Person or Firm, or leaving the same or putting 
 the same into the Post addressed to him or them at 
 such Address as shall have been last communicated or 
 otherwise become known as his or their Address to or 
 by the Company ; and in case the Company omits to 
 give any such Notice as is herein-before required to 
 be given, then as between the Company and the Person 
 or Persons only who are for the Time being interested 
 in the Account in respect of which such Notice ought 
 to have been given, and so far as respects such Account 
 and all Variations thereof down to the Time at which 
 such Notice shall be given, but not further or other- 
 wise, the Certificate of Eegistration with Limited 
 Liability shall have no Operation. 
 Exemption 189. No Fees shall be charged in respect of the 
 Compantes Registration in pursuance of this Part of this Act of 
 from Pay- any Company in Cases where such Company is not 
 Fees. ^ registered as a Limited Company, or where previously 
 to its being registered as a Limited Company the 
 Liability of the Shareholders was limited by some 
 other Act of Parliament or by Letters Patent. 
 Power to 190. Any Company authorized by this Part of this 
 
 Sr^^'^Act to register with Limited Liability shall, for the 
 Name. purpose of obtaining Registration with Limited Lia- 
 bility,^ change its Name by adding thereto the Word 
 "Limited". 
 
 iSect. 183 (3), ante ip, 18. 
 
 Certificate 191. Upon compliance with the Requisitions in this 
 
 t/o?lndin- ^^^* o^ *^^s ^^* contained with respect to Registration, 
 
 corporation and on Payment of such Fees, if any, as are payable 
 
 plSe?' under the Tables marked B. and C. in the First 
 
 Schedule hereto, the Registrar shall certify under his 
 
 Hand that the Company so applying for Registration 
 
 is incorporated as a Company under this Act, and in 
 
THE COMPANIES ACT, 1862. 81 
 
 the Case of a Limited Company, that it is hmited, and 
 thereupon such Company shall be incorporated, and 
 shall have perpetual Succession and a Common Seal, 
 with Power to hold Lands ; and any Banking Company 
 in Scotland so incorporated shall be deemed and taken 
 to be a Bank incorporated, constituted, or established 
 by or under Act of Parliament. 
 
 192.^ A Certificate of Incorporation given at any Time to any Certificate 
 Company registered in pursuance of this Part of this Act shall ^ ^^ ^^'" 
 be conclusive Evidence that all the Requisitions herein contained cmnpliance 
 in respect of Registration under this Act have been complied with Act. 
 with, and that the Company is authorized to be registered 
 under this Act as a Limited or Unlimited Company, as the 
 Case may be, and the Date of Incorporation mentioned in such 
 Certificate shall be deemed to be the Date at which the Com- 
 pany is incorporated under this Act. 
 
 ^ Repealed by the Companies Act, 1900, and virtually re-enacted 
 by Sect. 1 of that Act, post p. 202. 
 
 193. All such Property, Eeal and Personal, includ- vesting of 
 ing all Interests and Eights in, to, and out of Property, Somp^V" 
 Eeal and Personal, and including Obligations and 
 Things in Action, as may belong to or be vested in the 
 Company at the Date of its Eegistration under this 
 
 Act, shall on Eegistration pass to and vest in the 
 Company as incorporated under this Act, for all the 
 Estate and Interest of the Company therein. 
 
 194. The Eegistration in pursuance of this Part of Registra- 
 this Act of any Company shall not affect or prejudice tJTaffect 
 the Liability of such Company to have enforced against obligations 
 it, or its Eight to enforce, any Debt or Obligation previously 
 incurred, or any Contract entered into, by, to, with, tbereto. " 
 or on behalf of such Company previously to such 
 Eegistration. 
 
 195. All such Actions, Suits, and other Legal continua- 
 Proceedmgs as may at the Time of the Eegistration e^gtTng 
 of any Company registered in pursuance of this Part Actions 
 of this Act 1 have been commenced by or against such ^" 
 Company, or the Public Officer or any Member thereof, 
 
 may be continued in the same Manner as if such 
 Eegistration had not taken place ; nevertheless Exe- 
 
 6 
 
82 THE COMPANIES ACT, 1862. 
 
 cution shall not issue against the Effects of any in- 
 dividual-Member of such Company upon any Judgment, 
 Degree, or Order obtained in any Action, Suit, or 
 Proceeding so commenced as aforesaid ; but in the 
 event of the Property and Effects of the Company 
 being insufficient to satisfy such Judgment, Decree, 
 or Order, an Order may be obtained for winding up 
 the Company. 
 
 ^ Or of the Goinpanies Act, 1879, see Sect. 4, thereof, ^os^ p. 149. 
 
 196. When a Company is registered under this 
 Act in pursuance of this Part thereof, all Provisions 
 contained in any Act of Parliament, Deed of Settle- 
 ment, Contract of Co-partnery, Cost Book Eegula- 
 tions. Letters Patent, or other Instrument constituting 
 or regulating the Company, including, in the Case of a 
 Company registered as a Company Limited by Guar- 
 antee the Eesolution declaring the Amount of the 
 Guarantee, shall be deemed to be Conditions and 
 Regulations of the Company, in the same Manner and 
 with the same Incidents as if they were contained in 
 a registered Memorandum of Association and Articles 
 of Association ; and all the Provisions of this Act shall 
 apply to such Company, and the Members, Contribu- 
 tories, and Creditors thereof, in the same Manner in 
 all respects as if it had been formed under this Act, 
 subject to the Provisions following ; (that is to say,) 
 (1.) That Table A. in the First Schedule to this Act 
 shall not, unless adopted by Special Resolution,^ 
 apply to any Company registered under this 
 Act in pursuance of this Part thereof : 
 (2.) That the Provisions ^ of this Act relating to the 
 numbering of Shares shall not apply to any 
 Joint Stock Company whose Shares are not 
 numbered. 
 (3.)^ That no Company shall have Power to alter 
 any Provision contained in any Act of Parlia- 
 ment relating to the Company : 
 (4.) 3 That no Company shall have Power, without 
 the Sanction of the Board of Trade, to alter 
 
THE COMPANIES ACT, 1862. 83 
 
 any Provision contained in any Letters Patent 
 relating to the Company : 
 
 (5.) That in the event of the Company being wound 
 up, every Person shall be a Contributory, in 
 respect of the Debts and Liabilities of the Com- 
 pany contracted prior to Eegistration, who is 
 liable, at Law or in Equity, to pay or contribute 
 to the Payment of any Debt or Liability of the 
 Company contracted prior to Eegistration, or 
 to pay or contribute to the Payment of any 
 Sum for the Adjustment of the Eights of the 
 Members amongst themselves in respect of any 
 such Debt or Liability, or to pay or contribute 
 to the Payment of the Costs, Charges, and 
 Expenses of winding up the Company so far 
 as relates to such Debts or Liabilities as afore- 
 said ; and every such Contributory shall be 
 liable to contribute to the Assets of the Com- 
 pany, in the Course of the Winding up, all Sums 
 due from him in respect of any such Liability 
 as aforesaid; and in the event of the Death, 
 Bankruptcy, or Insolvency of any such Con- 
 tributory as last aforesaid, or Marriage of any 
 such Contributory being a Female, the Pro- 
 visions* herein-before contained with respect 
 to the Eepresentatives, Heirs, and Devisees of 
 deceased Contributories, and with Eeference 
 to the Assignees of bankrupt or insolvent Con- 
 tributories, and to the Husbands of married 
 Contributories, shall apply : 
 
 (6.) That nothing herein contained shall authorize 
 any Company to alter any such Provisions^ 
 contained in any Deed of Settlement, Contract 
 of Co-partnery, Cost Book Eegulations, Letters 
 Patent, or other Instrument constituting or 
 regulating the Company, as would, if such 
 Company had originally been formed under 
 this Act, have been contained in the Memor- 
 andum of Association,^ and are not authorized 
 to be altered by this Act : 
 
84 THE COMPANIES ACT, 1862. 
 
 But nothing herein contained shall derogate from any 
 Power of altering its Constitution or Eegulations which 
 may be vested in any Company registering under this 
 Act in pursuance of this Part thereof by virtue of any 
 Act of Parliament, Deed of Settlement, Contract of 
 Go-partnery, Letters Patent, or other Instrument con- 
 stituting or regulating the Company. 
 
 1 Sect. 51, ante p. 23. 
 
 2 Sect. 25, ante p. 11. 
 
 ^ See Sect. 47 of the Companies Act, 1867 {post p. 144), which 
 was probably also intended to apply to sub-Sect. 4 of this Sect, 
 instead of to sub-Sect. 2. 
 
 4 Sects. 76, 77, 78, ante p. 33. 
 
 ^ See, however, the Companies (Memorandum of Association) 
 Act, 1890, post p. 161. 
 
 ^ As required by Sects. 8, 9, 10, ante p. 3 et seq. 
 
 Power of 197. The Court may, at any Time after the Presen- 
 Sbrain* tation of a Petition for winding up a Company registered 
 further Pro- j^ pursuance of this Part of this Act, and before making 
 Actions!*" an Order for winding up the Company, upon the Ap- 
 ***• plication by Motion of any Creditor of the Company, 
 
 restrain further Proceedings in any Action, Suit, or 
 legal Proceeding against any Contributory of the Com- 
 pany as well as against the Company as herein-before 
 provided,^ upon such Terms as the Court thinks fit. 
 
 1 Sect. 85, ante p. 37. 
 
 After Order 198. Where an Order has been made for winding 
 
 upcompani ^P ^ Company registered in pursuance of this Part of 
 
 no legal the Act, in addition to the Provisions herein-before 
 
 to^be^taken^ contained, 1 it is hereby further provided that no Suit, 
 
 ieave^of Action, or other legal Proceeding shall be commenced 
 
 Court. or proceeded with against any Contributory of the 
 
 Company in respect of any Debt of the Company, 
 
 except with the Leave of the Court, and subject to such 
 
 Terms as the Court may impose. 
 
 ^ Sect. 87, ante p. 37. 
 
THE COMPANIES ACT, 1862. 85 
 
 PAET VIII. 
 
 Application of Act to unregistered Companies. 
 
 199. Subject as herein-after mentioned, any Partner- winding 
 ship, Association, or Company, except Eailway Com- ?4?sUred 
 panies incorporated by Act of Parliament, consisting Companies, 
 of more than Seven Members, and not registered under 
 this Act, and herein-after included under the Term 
 unregistered Company, may be wound up under this 
 Act, and all the Provisions of this Act with respect to 
 winding up shall apply to such Company, with the 
 following Exceptions and Additions : 
 
 (1.) An unregistered Company shall, for the Purpose 
 of determining the Court having Jurisdiction 
 in the Matter of the Winding up, be deemed 
 to be registered in that Part of the United 
 Kingdom where its principal Place of Business 
 is situate ; or if it has a principal place of 
 Business situate in more than One Part of the 
 United Kingdom, then in each Part of the 
 United Kingdom where it has a principal Place 
 of Business; moreover the principal Place of 
 Business of an unregistered Company, or 
 (where it has a principal Place of Business 
 situate in more than One Part of the United 
 Kingdom) such One of its principal Places of 
 Business as is situate in that Part of the United 
 Kingdom in which Proceedings are being in- 
 stituted, shall for all the Purposes of the 
 winding up of such Company be deemed to be 
 the Registered Office of the Company : i 
 (2.) No unregistered Company shall be wound up 
 under this Act voluntarily or subject to the 
 Supervision of the Court : 
 (3.) The Circumstances under which an unregistered 
 Company may be wound up are as follows ; 
 (that is to say,) 
 (a.) Whenever the Company is dissolved, or has 
 ceased to carry on Business, or is carrying 
 
86 THE COMPANIES ACT, 1862. 
 
 on Business only for the Purpose of wind- 
 ing up its Affairs ; 
 
 (b.) Whenever the Company is unable to pay its 
 Debts ; 
 
 (c.) Whenever the Court is of opinion that it 
 is just and equitable that the Company 
 should be wound up : 
 (4.) An unregistered Company shall, for the Pur- 
 poses of this Act, be deemed to be unable to 
 pay its Debts, 
 
 (a.) Whenever a Creditor to whom the Company 
 is indebted at Law or in Equity, by 
 Assignment or otherwise, in a Sum ex- 
 ceeding Fifty Pounds then due, has served 
 on the Company, by leaving the same at 
 the principal Place of Business of the 
 Company, or by delivering to the Secre- 
 tary or some Director or principal Officer 
 of the Company, or by otherwise serving 
 the same in such Manner as the Court 
 may approve or direct, a Demand under 
 his Hand requiring the Company to pay 
 the Sum so due, and the Company has for 
 the Space of Three Weeks succeeding the 
 Service of such Demand neglected to 
 pay such Sum, or to secure or compound 
 for the same to the Satisfaction of the 
 Creditor : 
 
 (b.) Whenever any Action, Suit, or other Pro- 
 ceeding has been instituted against any 
 Member of the Company for any Debt or 
 Demand due, or claimed to be due, from 
 the Company, or from him in his Character 
 of Member of the Company, and Notice in 
 Writing of the Institution of such Action, 
 Suit, or other legal Proceeding having 
 been served upon the Company by leaving 
 the same at the principal Place of Business 
 of the Company, or by delivering it to the 
 Secretary, or some Director, Manager, or 
 
THE COMPANIES ACT, 1862. 87 
 
 principal Officer of the Company, or by 
 otherwise serving the same in such Manner 
 as the Court may approve or direct, the 
 Company has not within Ten Days after 
 Service of such Notice paid, secured, or 
 compounded for such Debt or Demand, or 
 procured such Action, Suit, or other legal 
 Proceeding to be stayed, or indemnified 
 the Defendant to his reasonable Satisfac- 
 tion against such Action, Suit, or other 
 legal Proceeding, and against all Costs, 
 Damages, and Expenses to be incurred by 
 him by reason of the same : 
 
 (c.) Whenever, in England or Irelaiid, Execution 
 or other Process issued on a Judgment, 
 Decree, or Order obtained in any Court in 
 favour of any Creditor in any Proceeding 
 at Law or in Equity instituted by such 
 Creditor against the Company, or any 
 Member thereof as such, or against any 
 Person authorized to be sued as nominal 
 Defendant on behalf of the Company, is 
 returned unsatisfied : 
 
 (d.) Whenever, in the Case of an unregistered 
 Company engaged in working Mines within 
 and subject to the Jurisdiction of the 
 Stannaries, a Customary Decree or Order 
 Absolute for the Sale of the Machinery, 
 Materials, and Effects of such Mine has 
 been made in a Creditor's Suit in the 
 Court of the Vice Warden : 
 
 (e.) Whenever, in Scotland, the Induciae of a 
 Charge for Payment on an Extract Decree, 
 or an Extract registered Bond, or an 
 Extract registered Protest, have expired 
 without Payment being made : 
 
 (/.) Whenever it is otherwise proved to the 
 Satisfaction of the Court that the Com- 
 pany is unable to pay its Debts. 
 
 ^Required by Sect. 39, ante p. 18, and see the Companies 
 (Winding-up) Act, 1890, Sect. 32 (3), post p. 185. 
 
88 
 
 THE COMPANIES ACT, 1862. 
 
 Who to be 
 deemed 
 Contribu- 
 tories in 
 the event 
 of Com- 
 pany being 
 wound np. 
 
 200. In the event of an unregistered Company 
 being wound up every Person shall be deemed to be a 
 Contributory who is liable, at Law or in Equity, to pay 
 or contribute to the Payment of any Debt or Liability 
 of the Company, or to pay or contribute to the Pay- 
 ment of any Sum for the Adjustment of the Eights of 
 the Members amongst themselves, or to pay or contri- 
 bute to the Payment of the Costs, Charges, and Expenses 
 of winding up the Company, and every such Contri- 
 butory shall be liable to contribute to the Assets of the 
 Company in the Course of the Winding up all Sums 
 due from him in respect of any such Liability as 
 aforesaid ; but in the event of the Death, Bankruptcy, 
 or Insolvency of any Contributory, or Marriage of any 
 Female Contributory, the Provisions herein- before 
 contained with respect to the Personal Kepresentatives, 
 Heirs, and Divisees of a deceased Contributory, ^ and 
 to the Assignees of a bankrupt or insolvent Contri- 
 butory, ^ and to the Husband of married Contributories ^ 
 shall supply. 
 
 ^Sect. 16, ante ip.SS. 
 2 Sect. 77, ante p. 33. 
 "Sect. 78, ante p. 33. 
 
 Power of 201. The Court may, at any Time after the Pre- 
 
 restrain* sentation of a Petition for winding up an unregistered 
 further Pro- Company, and before making an Order for winding 
 Sbtonl! *" np the Company, upon the Application of any Creditor 
 etc. of the Company, restrain further Proceedings in any 
 
 Action, Suit, or Proceeding against any Contributory 
 of the Company, or against the Company as herein- 
 before provided, 1 upon such Terras as the Court thinks 
 fit. 
 
 EfiEect of 
 Order for 
 winding up 
 Company. 
 
 ^ Sect. 85, ante p. 37. 
 
 202. Where an Order has been made for winding 
 up an unregistered Company in addition to the Pro- 
 visions 1 herein-before contained in the Case of Com- 
 panies formed under this Act, it is hereby further 
 provided that no Suit, Action, or other legal Proceeding 
 
THE COMPANIES ACT, 1862. 89 
 
 •shall be commenced or proceeded with against any 
 Contributory of the Company in respect of any Debt 
 of the Company, except with the Leave of the Court, 
 and subject to such Terms as the Court may impose. 
 
 1 Sect. 87, ante p. 37. 
 
 203. If any unregistered Company has no Power Property 
 to sue and be sued in a common Name, or if for any ^gted^in 
 reason it appears expedient, the Court may by the ^f^^\f 
 Order made for winding up such Company, or by any to?s%tc. 
 subsequent Order, direct that all such Property, Eeal 
 
 and Personal, including all Interest, Claims, and Eights 
 into and out of Property, Eeal and Personal, and 
 including Things in Action as may belong to or be 
 vested in the Company, or to or in any Person or 
 Persons on trust for or on behalf of the Company or 
 any Part of such Property, is to vest in the Official 
 Liquidator or Official Liquidators by his or their official 
 Name or Names, and thereupon the same or such Part 
 thereof as may be specified in the Order shall vest 
 -accordingly, and the Official Liquidator or Official 
 Liquidators may, in his or their Official Name or 
 Names, or in such Name or Names and after giving 
 such Indemnity as the Court directs, bring or defend 
 any Actions, Suits, or other legal Proceeding relating 
 to any Property vested in him or them, or any Actions, 
 Suits, or other legal Proceedings necessary to be brought 
 or defended for the Purposes of effectually winding up 
 the Company and recovering the Property thereof. 
 
 204. The Provisions made by this Part of the Act Provisions 
 with respect to unregistered Companies shall be deemed JJ ^cf ^^^^ 
 to be made in addition to and not in restriction of any cumulative. 
 Provisions^ herein-before contained with respect to 
 winding up Companies by the Court, and the Court 
 
 or Official Liquidator may, in addition to anything 
 contained in this Part of the Act, exercise any Powers 
 or do any Act in the Case of unregistered Companies 
 which might be exercised or done by it or him in 
 winding up Companies formed under the Act ; but an 
 unregistered Company shall not, except in the event 
 
90 THE COMPANIES ACT, 1862. 
 
 of its being wound up, be deemed to be a Company 
 under this Act, and then only to the Extent provided 
 by this Part of this Act. 
 
 1 Sects. 74 to 128, and Sects. 153 to 173 ante. 
 
 PAKT IX. 
 
 Eepeal of Acts and temporary Provisions. 
 
 Repeal of 205. After the Commencement of this Act there 
 ^*^ shall be repealed the several Acts specified in the First 
 
 Part of the Third Schedule hereto, with this Qualifica- 
 tion, that so much of the said Acts as is set forth in 
 the Second Part of the said Third Schedule shall be 
 hereby re-enacted and continue in force as if unrepealed. 
 Saving 206- No Eepeal hereby enacted shall affect, 
 
 SnalpeTi. (!•) Anything duly done under any Acts hereby 
 repealed : 
 (2.) The Incorporation of any Company registered 
 
 under any Act hereby repealed : 
 (3.) Any Eight or Privilege acquired or Liability 
 incurred under any Act hereby repealed : 
 
 (4.) Repealed by the Statute Law Revision Act, 1875. 
 
 (5.) Table B. in the Schedule annexed to the Joint 
 Stock Companies Act, 1856, or any Part there- 
 of, so far as the same applies to any Company 
 existing at the Time of the Commencement of 
 this Act. 
 207- Repealed by the Statute Law Revision Act, 1875. 
 Saving of 208. Where previously to the Commencement of 
 ances^tc ^^^^ ^ct any Conveyance, Mortgage, or other Deed has 
 madepursu- been made in pursuance of any Act hereby repealed, 
 repeaied^^ such Deed shall be of the same Force as if this Act 
 ^^^- had not passed, and for the Purposes of such Deed 
 
 such repealed Act shall be deemed to remain in full 
 Force. 
 
THE COMPANIES ACT, 1862. 91 
 
 209. Every Insurance Company completely regis- compulsory 
 tered under the Act passed in the Eighth Year of the Son of"*" 
 Eeign of Her present Majesty, Chapter One hundred ^^^^^ j^^ 
 and ten, intituled An Act for the Begistration, Incor- ""p***^®^* 
 poration, and Begulation of Joint Stock Companies, 
 
 shall on or before the Second Day of November One 
 thousand eight hundred and sixty-two, and every other 
 Company required by any Act hereby repealed to 
 register under the said Joint Stock Companies Acts, 
 or one of such Acts, and which has not so registered, 
 shall, on or before the Expiration of the Thirty-first 
 Day from the Commencement of this Act, register 
 itself as a Company under this Act, in manner and 
 subject to the Eegulations herein-before contained,^ 
 with this Exception, that no Company completely 
 registered under the said Act of the Eighth Year of 
 the Eeign of Her present Majesty shall be required 
 to deliver to the Eegistrar a Copy of its Deed of 
 Settlement; and for the Purpose of enabling such 
 Insurance Companies as are mentioned in this Section 
 to register under this Act, this Act shall be deemed to 
 come into operation immediately on the passing there- 
 of; nevertheless the Eegistration of such Companies 
 shall not have any Effect until the Time of the Com- 
 mencement of this Act. No Fees shall be charged in 
 respect of the Eegistration of any Company required 
 to register by this Section. 
 
 ^ Sect. 179, ante p. 75, and following Sects. 
 
 210. If any Company required by the last Section Penalty on 
 to register under this Act makes Default in complying company 
 with the Provisions thereof, then from and after the no^regis- 
 Day upon which such Company is required to register 21 vict. c. 
 under this Act, until the Day on which such Company ^*- ^- ^^ 
 is registered under this Act (which it is empowered to 
 
 do at any Time), the following Consequences shall 
 
 ensue ; (that is to say,) 
 
 (1.) The Company shall be incapable of suing either 
 at Law or in Equity, but shall not be incap- 
 able of being made a Defendant to a Suit 
 either at Law^ or in Equity : 
 
'92 THE COMPANIES ACT, 1862. 
 
 (2.) No Dividend shall be payable to any Shareholder 
 
 in such Company : 
 (3.) Each Director or Manager of the Company shall 
 for each Day during which the Company so 
 being in Default carries on Business incur a 
 Penalty not exceeding Five Pounds, and such 
 Penalty may be recovered by any Person, 
 whether a Shareholder or not in the Company, 
 and be applied by him to his own Use : 
 Nevertheless, such Default shall not render the Com- 
 pany so being in Default illegal, nor subject it to any 
 Penalty or Disability, other than as specified in this 
 Section ; and Eegistration under this Act shall cancel 
 any Penalty or Forfeiture, and put an end to any Dis- 
 ability which any Company may have incurred under 
 any Act hereby repealed by reason of its not having 
 registered under the said Joint Stock Companies Acts, 
 1856, 1857, or One of them. 
 
 211 and 212- Repealed by the Statute Law Revision Act, 1875. 
 
FIKST SCHEDULE. 
 
 TABLE A. 
 
 Regulations for Management of a Company Limithd- 
 BY Shares. 
 
 Shares. 
 
 (1.) If several Persons are registered as joint Holders of a,ny 
 Share, any One of such Persons may give effectual Receipts- 
 for any Dividend payable in respect of such Share, 
 
 (2.) Every Member shall, on payment of One Shilling, or such 
 less Sum as the Company in General Meeting may pre- 
 scribe, be entitled to a Certificate,^ under the Common' 
 Seal of the Company, specifying the Share or Shares held 
 by him, and the Amount paid up thereon, 
 
 1 Sect, 31, ante p, 14, 
 
 (3.) If such Certificate is worn out or lost, it may be renewed, on 
 Payment of One Shilling, or such less Sum as the Com- 
 pany in General Meeting may prescribe. 
 
 Galls on Shares. 
 
 (4.) The Directors may from Time to Time make such Calls uponi 
 the Members in respect of all Monies unpaid on their 
 Shares as they think fit, provided that Twenty-one Days' 
 Notice at least is given of each Call, and each Member 
 shall be liable to pay the Amount of Calls so made to the 
 Persons and at the Times and Places appointed by the 
 Directors. 
 
 (5.) A Call shall be deemed to have been made at the Time when 
 the Resolution of the Directors authorizing such Call wa& 
 
 (6.) If the Call payable in respect of any Share is not paid before 
 or on the Day appointed for Payment thereof, the Holder 
 for the Time being of such Share shall be liable to pay 
 
94 THE COMPANIES ACT, 1862. 
 
 Interest for the same at the Rate of Five Pounds per Cent, 
 per Annum from the Day appointed for the Payment 
 thereof to the Time of the actual Payment. 
 ^7.) The Directors may, if they think fit, receive from any Mem- 
 ber willing to advance the same all or any Part of the 
 Monies due upon the Shares held by him beyond the Sums 
 actually called for ; and upon the Monies so paid in ad- 
 vance, or so much thereof as from Time to Time exceeds 
 the Amount of the Calls then made upon the Shares in 
 respect of which such Advance has been made, the Com- 
 pany may pay Interest at such Rate as the Member paying 
 such Sum in advance and the Directors agree upon. 
 
 Transfers of Shares.^ 
 
 1 Sect. 22, ante p. 10. 
 
 (8.) The Instrument of Transfer of any Share in the Company 
 shall be executed both by the Transferor and Transferee, 
 and the Transferor shall be deemed to remain a Holder 
 of such Share until the Name of the Transferee is entered 
 in the Register Book in respect thereof. 
 (9.) Shares in the Company shall be transferred in the following 
 Form : — 
 I, ^.JB., of , in consideration of the Sum of 
 
 Pounds paid to me by CD., of , do hereby 
 
 transfer to the said C.D. the Share [or Shares] num- 
 bered standing in my Name in the 
 Books of the Company, 
 to hold unto the said CD., his Executors, Adminis- 
 trators, and Assigns, subject to the several Conditions 
 on which I held the same at the Time of the Execu- 
 tion hereof ; and I the said C.D. do hereby agree to 
 take the said Share [or Shares] subject to the same 
 Conditions. As witness our Hands, the 
 Day of 
 (10.) The Company may decline to register any Transfer of Shares 
 
 made by a Member who is indebted to them. 
 (11.) The Transfer Books shall be closed during the Fourteen 
 Days immediately preceding the Ordinary General Meet- 
 ing ^ in each Year. 
 
 1 See Sect. 49, ante p. 22. 
 
 Transmission of Shares. 
 
 (12.) The Executors or Administrators of a deceased Member 
 shall be the only Persons recognized by the Company as 
 having any Title to his Share. 
 
 (13.) Any Person becoming entitled to a Share in consequence of 
 the Death, Bankruptcy, or Insolvency of any Member, or 
 
THE COMPANIES ACT, 1862. 95 
 
 in consequence of the Marriage of any Female Member, 
 may be registered as a Member upon such Evidence being 
 produced as may from Time to Time be required by the 
 Company. 
 
 <{14:.) Any Person who has become entitled to a Share in conse- 
 quence of the Death, Bankruptcy, or Insolvency of any 
 Member, or in consequence of the Marriage of any Female 
 Member, may, instead of being registered himself, elect 
 to have some Person to be named by him registered as a 
 Transferee of such Share. 
 
 ^15.) The Person so becoming entitled shall testify such Election 
 by executing to his Nominee an Instrument of Transfer 
 of such Share. 
 
 (16.) The Instrument of Transfer shall be presented to the Com- 
 pany, accompanied with such Evidence as the Directors 
 may require to prove the Title of the Transferor, and 
 thereupon the Company shall register the Transferee as a 
 Member. 
 
 Forfeiture of Shares. 
 
 .(17.) If any Member fails to pay any Call on the Day appointed 
 for Payment thereof, the Directors may at any Time there- 
 after, during such Time as the Call remains unpaid, serve 
 a Notice on him, requiring him to pay such Call, together 
 with Interest and any Expenses that may have accrued 
 by reason of such Non-payment. 
 
 (18.) The Notice shall name a further Day on or before which 
 such Call, and all Interest and Expenses that have accrued 
 by reason of such Non-payment, are to be paid. It shall 
 also name the Place where Payment is to be made (the 
 Place so named being either the Registered Office of the 
 Company or some other Place at which Calls of the Com- 
 pany are usually made payable). The Notice shall also 
 state that in the event of Non-payment at or before the 
 Time and at the Place appointed the Shares in respect of 
 which such Call was made will be liable to be forfeited. 
 
 (19.) If the Requisitions of any such Notice as aforesaid are not 
 complied with, any Share in respect of which such Notice 
 has been given may at any Time thereafter, before payment 
 of all Calls, Interest, and Expenses due in respect thereof, 
 has been made, be forfeited, by a Resolution of the Directors 
 to that Effect. 
 
 •(20.) Any Share so forfeited shaU be deemed to be the property 
 of the Company, and may be disposed of in such Manner 
 as the Company in General Meeting thinks fit. 
 
 ^21.) Any Member whose Shares have been forfeited shall not- 
 withstanding be liable to pay to the Company all Calls 
 owing upon such Shares at the Time of the Forfeiture. 
 
96 THE COMPANIES ACT, 1862. 
 
 (22.) A statutory Declaration in Writing, that the Call in respect 
 of a Share was made and Notice thereof given, and that 
 Default in Payment of the Call was made and that the 
 Forfeiture of the Share was made by a Resolution of the 
 Directors to that effect, shall be sufficient Evidence of the 
 Facts therein stated, as against all Persons entitled to 
 such Share, and such Declaration and the Receipt of the 
 Company for the Price of such Share, shall constitute a 
 good Title to such Share, and a Certificate of Proprietor- 
 ship shall be delivered to a Purchaser, and thereupon he 
 shall be deemed the Holder of such Share discharged from, 
 all Calls due prior to such Purchase, and he shall not be 
 bound to see to the Application of the Purchase Money, 
 nor shall his Title to such Share be affected by any Irregu- 
 larity in the Proceedings in reference to such Sale, 
 
 Conversion of Shares into Stock. 
 
 (23.) The Directors may, with the Sanction of the Company 
 previously given in General Meeting, convert any paid-up 
 Shares into Stock. 
 
 (24.) When any Shares have been converted into Stock, the 
 several Holders of such Stock may thenceforth transfer 
 their respective Interests therein, or any part of such 
 Interests, in the same Manner and Subject to the same 
 Regulations as and subject to which any Shares in the 
 Capital of the Company may be transferred, or as near 
 thereto as Circumstances admit. 
 
 25.) The several Holders of Stock shall be entitled to participate 
 in the Dividends and Profits of the Company according to 
 the Amount of their respective Interests in such Stock ; 
 and such Interests shall, in proportion to the Amount 
 thereof, confer on the Holders thereof respectively the 
 same Privileges and Advantages for the Purpose of voting 
 at Meetings of the Company, and for other Purposes, as 
 would have been conferred by Shares of equal Amount in 
 the Capital of the Company ; but so that none of such 
 Privileges or Advantages, except the Participation in the 
 Dividends and Profits of the Company, shall be conferred 
 by any such aliquot Part of Consolidated Stock as would 
 not, if existing in Shares, have conferred such Privileges 
 or Advantages. 
 
 Increase in Capital. ^ 
 
 (26.) The Directors may, with the Sanction of a Special Resolu- 
 tion 2 of the Company previously given in General Meeting,, 
 increase its Capital by the Issue of New Shares, such 
 aggregate Increase to be of such Amount and to be divided 
 
THE COMPANIES ACT, 1862. 97 
 
 into Shares of such respective Amounts, as the Company 
 in General Meeting direct, or, if no Direction is given, as 
 the Directors think expedient. 
 
 1 Sect. 34, ante p. 15. 
 
 2 Sect. 51, ante p. 23. 
 
 (27.) Subject to any Direction to the contrary that may be given 
 by the Meeting that sanctions the Increase of Capital, all 
 new Shares shall be offered to the Members in proportion 
 to the existing^ Sh_aresjielii)y -them, and such offer shall 
 be"ma3in^ Notice specifying the Number of Shares to 
 which the Member is entitled, and limiting a Time within 
 which the OfEer, if not accepted, will be deemed to be de- 
 clined, and after the Expiration of such Time, or on the 
 Receipt of an Intimation from the Member to whom such 
 Notice is given that he declines to accept the Shares offered, 
 the Directors maxJls£ose^ the same in such Manner as 
 they think most beneficiarto the Company. 
 
 (28.) Any Capital raised by the Creation of new Shares shall be 
 considered as ^Part o f_th&^original Capital, and shall be 
 subject to tEFsame Provisions with reference to the Pay- 
 ment of Calls, and the Forfeiture of Shares on Non-payment 
 of Calls, or otherwise, as if it had been Part of the original 
 Capital. 
 
 General Meetings. ^ 
 
 {29.) The First General Meeting ^ shall be held at such Time, not 
 being more than Six Months after the Registration of the 
 Company, and at such Place, as the Directors may deter- 
 mine. 
 
 1 Sect. 49, ante p. 22, and Sect. 52, ante p. 24. 
 
 2 Now called " Statutory Meeting " and regulated by the Com- 
 panies Act, 1900, Sect. 12, post p. 213. 
 
 (30.) Subsequent General Meetings shall be held at such Time 
 and Place as may be prescribed by the Company in General 
 Meeting ; and if no other Time or Place is prescribed, a 
 General Meeting shall be held on the First Monday in 
 February in every Year, at such Place as may be deter- 
 mined by the Directors. 
 
 (31.) The above-mentioned General Meetings shall be called 
 Ordinary Meetings ; all other General Meetings shall be 
 called Extraordinary. 
 
 (32.) The Directors may, whenever they think fit, and they shall 
 upon a Requisition made in Writing by not less than One 
 Fifth in Number of the Members of the Company, con- 
 vene an Extraordinary General Meeting. 
 
 (33.) Any Requisition made by the Members shall express the 
 
 7 
 
98 THE COMPANIES ACT, 1862. 
 
 Object of the Meeting proposed to be called, and shall be 
 left at the Registered Office of the Company. 
 (34.) Upon the Receipt of such Requisition the Directors shall 
 forthwith proceed to convene an Extraordinary General 
 Meeting. If they do not proceed to convene the same 
 within Twenty-one Days from the Date of the Requisi- 
 tion, the Requisitionists, or any other Members amount- 
 ing to the required Number, may themselves convene an 
 Extraordinary General Meeting. 
 
 Proceedings at General Meetings. 
 
 (35.) Seven Days' Notice at the least, specifying the Place, the 
 Day, and the Hour of Meeting, and in case of special 
 Business, the general Nature of such Business shall be 
 given to the Members in manner hereinafter mentioned, 
 or in such other Manner, if any, as may be prescribed by 
 the Company in General Meeting ; but the Non-receipt of 
 such Notice by any Member shall not invalidate the Pro- 
 ceedings at any General Meeting. 
 
 (36.) All Business shall be deemed special that is transacted at an 
 Extraordinary Meeting, and all that is transacted at an 
 Ordinary Meeting, with the Exception of sanctioning a 
 Dividend and the Consideration of the Accounts, Balance 
 Sheets, and the ordinary Report of the Directors. 
 
 (37.) No Business shall be transacted at any General Meeting, 
 except the Declaration of a Dividend, unless a Quorum of 
 Members is present at the Time when the Meeting pro- 
 ceeds to Business : and such Quorum shall be ascertained 
 as follows ; that is to say, if the Persons who have taken 
 Shares in the Company at the Time of the Meeting do 
 not exceed Ten in Number, the Quorum shall be Five ; 
 if they exceed Ten there shall be added to the above 
 Quorum One for every Five additional Members up to 
 Fifty, and One for every Ten additional Members after 
 Fifty, with this Limitation, that no Quorum shall in any 
 Case exceed Twenty. 
 
 (38.) If within One Hour from the Time appointed for the Meet- 
 ing a Quorum is not present, the Meeting, if convened 
 upon the Requisition of Members, shall be dissolved : In 
 any other Case it shall stand adjourned to the same Day 
 in the next Week, at the same Time and Place ; and if at 
 such adjourned Meeting a Quorum is not present it shall 
 be adjourned sine die. 
 
 (39.) The Chairman (if any) of the Board of Directors shall 
 preside as Chairman at every General Meeting of the 
 Company. 
 
 (40.) If there is so such Chairman, or if at any Meeting he is not 
 present within Fifteen Minutes after the Time appointed 
 
THE COMPANIES ACT, 1862. 99 
 
 for holding the Meeting, the Members present shall choose 
 some one of their Number to be Chairman. 
 
 (41.) The Chairman may, with the Consent of the Meeting, ad- 
 journ any Meeting from Time to Time and from Place to 
 Place, but no Business shall be transacted at any adjourned 
 Meeting other than the Business left unfinished at the 
 Meeting from which the Adjournment took place. 
 
 (42.) At any General Meeting, unless a Poll is demanded by at 
 least Five Members, a Declaration by the Chairman that 
 a Resolution has been carried, and an Entry to that Effect 
 in the Book of Proceedings ^ of the Company, shall be 
 sufficient Evidence of the Fact, without Proof of the 
 Number or Proportion of the Votes recorded in favour of 
 or against such Resolution. 
 
 1 Required to be kept by Sect. 67, ante p. 29. 
 
 (43.) If a Poll is demanded by Five or more Members it shall be 
 taken in such Manner as the Chairman directs, and the 
 Result of such Poll shall be deemed to be the Resolution 
 of the Company in General Meeting. In the Case of an 
 Equality of Votes at any General Meeting, the Chairman 
 shall be entitled to a Second or Casting Vote. 
 
 Votes of Members. 
 
 (44.) Every Member shall have One Vote for every Share up to 
 Ten: He shall have an additional Vote for every Five 
 Shares beyond the First Ten Shares up to One Hundred, 
 and an additional Vote for every Ten Shares beyond the 
 First Hundred Shares. 
 
 (46.) If any Member is a Lunatic or Idiot, he may vote by his 
 Committee, Curator bonis, or other legal Curator. 
 
 (46.) If One or more Persons are jointly entitled to a Share or 
 Shares, the Member whose Name stands first in the Register 
 of Members as One of the Holders of such Share or Shares, 
 and no other, shall be entitled to vote in respect of the 
 same. 
 
 (47.) No Member shall be entitled to vote at any General Meet- 
 ing unless all Calls due from him have been paid, and no 
 Member shall be entitled to vote in respect of any Share 
 that he has acquired by Transfer at any Meeting held 
 after the Expiration of Three Months from the Regis- 
 tration of the Company, unless he has been possessed of the 
 Share in respect of which he claims to vote for at least 
 Three Months previously to the Time of holding the 
 Meeting at which he proposes to vote. 
 
 (48.) Votes may be given either personally or by proxy. 
 
 (49.) The Instrument appointing a Proxy shall be in Writing, 
 under the Hand of the Appointor, or if such Appointor is. 
 a Corporation, under their Common Seal, and shall be 
 
100 THE COMPANIES ACT, 1862. 
 
 attested by One or more Witness or Witnesses : No Person 
 shall be appointed a Proxy who is not a Member of the 
 Company. 
 
 (50.) The Instrument appointing a Proxy shall be deposited at 
 the Registered Office of the Company not less than Seventy- 
 two Hours before the Time for holding the Meeting at 
 which the Person named in such Instrument proposes to 
 vote, but no Instrument appointing a Proxy shall be valid 
 after the Expiration of Twelve Months from the Date of 
 its Execution. 
 
 (51.) Any Instrument appointing a Proxy shall be in the follow- 
 ing Form : — 
 
 Company Limited. 
 I, , of , in the County of , 
 
 being a Member of the Company Limited, 
 
 and entitled to Vote [or Votes], hereby 
 
 appoint , of , as my Proxy, 
 
 to vote for me and on my Behalf at the [Ordinary or Extra- 
 ordinary, as the case may be] General Meeting of the 
 Company to be held on the Day of , 
 
 and at any Adjournment thereof [or, at any Meeting of the 
 Company that may be held in the Year ]. 
 
 As witness my Hand, this Day of 
 
 Signed by the said in the Presence of 
 
 Directors. 
 
 Directors. 
 
 52.) The Number of Directors, and the Names of the First 
 Directors, shall be determined by the Subscribers of the 
 Memorandum of Association. 
 
 (53). Until Directors are appointed the Subscribers of the 
 Memorandum of Association shall be deemed to be 
 Directors. 
 
 (54.) The future Remuneration of the Directors, and their 
 Remuneration for Services performed previously to the 
 First General Meeting, shall be determined by the Com- 
 pany in General Meeting. 
 
 Powers of Directors. 
 
 (55.) The Business of the Company shall be managed by the 
 Directors, who may pay all Expenses incurred in getting 
 up and registering the Company, and may exercise all such 
 Powers of the Company as are not by the foregoing Act, 
 or by these Articles, required to be exercised by the 
 Company in General Meeting, subject nevertheless to any 
 Regulations of these Articles, to the Provisions of the 
 foregoing Act, and to such Regulations, being not incon- 
 
THE COMPANIES ACT, 1862. 101 
 
 sistent with the aforesaid Regulations or Provisions, as 
 may be prescribed by the Company in General Meeting ; 
 but no Regulation made by the Company in General 
 Meeting shall invalidate any prior Act of the Directors 
 which would have been valid if such Regulation had not 
 been made. 
 (56.) The Continuing Directors may act notwithstanding any 
 Vacancy in their Body. 
 
 Disqualification of Directors. 
 
 (57.) The Office of Director shall be vacated, — 
 
 If he holds any other Office or Place of Profit under the 
 
 Company : 
 If he becomes bankrupt or insolvent : 
 If he is concerned in or participates in the Profits of any 
 Contract with the Company : 
 But the above Rules shall be subject to the following 
 Exceptions : That no Director shall vacate his Office by 
 reason of his being a Member of any Company which has 
 entered into Contracts with or done any Work for the 
 Company of which he is Director ; nevertheless he shall 
 not vote in respect of such Contract or Work ; and if he 
 does so vote his Vote shall not be counted. 
 
 Botatimi of Directors. 
 
 (58.) At the First Ordinary Meeting after the Registration of 
 the Company the whole of the Directors shall retire from 
 Office ; and at the First Ordinary Meeting in every sub- 
 sequent Year One Third of the Directors for the Time 
 being, or if their Number is not a Multiple of Three, then 
 the Number nearest to One Third, shall retire from Office. 
 
 (59.) The One Third or other nearest Number to retire during 
 the First and Second Years ensuing the First Ordinary 
 Meeting of the Company shall, unless the Directors agree 
 among themselves, be determined by Ballot : In every 
 subsequent Year the One Third or other nearest Number 
 who have been longest in Office shall retire. 
 
 (60.) A retiring Director shall be re-eligible. 
 
 (61.) The Company at the General Meeting at which any Directors 
 retire in manner aforesaid shall fill up the vacated Ofi&ces 
 by electing a like Number of Persons. 
 
 (62.) If at any Meeting at which an Election of Directors ought 
 to take place the Places of the vacating Directors are not 
 filled up, the Meeting shall stand adjourned till the same 
 Day in the next Week, at the same Time and Place ; and 
 if at such adjourned Meeting the Places of the vacating 
 Directors are not filled up, the vacating Directors, or 
 such of them as have not had their Places filled up, 
 
102 THE COMPANIES ACT, 1862. 
 
 shall continue in Oflfice until the Ordinary Meeting 
 in the next Year, and so on from Time to Time until 
 their Places are filled up. 
 
 (63.) The Company may from Time to Time, in General Meeting, 
 increase or reduce the Number of Directors, and may 
 also determine in what Rotation such increased or reduced 
 Number is to go out of Office. 
 
 (64.) Any casual Vacancy occurring in the Board of Directors 
 may be filled up by the Directors, but any Person so chosen 
 shall retain his Office so long only as the vacating Director 
 would have retained the same if no Vacancy had occurred. 
 
 (66.) The Company, in General Meeting, may, by a Special 
 Resolution,^ remove any Director before the Expiration 
 of his Period of Office, and may by an ordinary Resolu- 
 tion appoint another Person in his Stead : The Person so 
 appointed shall hold Office during such Time only as the 
 Director in whose Place he is appointed would have held 
 the same if he had not been removed. 
 
 ^ Sect. 51, ante p. 23. 
 
 Proceedings of Directors. 
 
 (66.) The Directors may meet together for the Despatch of 
 Business, adjourn and otherwise regulate their Meetings 
 as they think fit, and determine the Quorum necessary 
 for the Transaction of Business : Questions arising at any 
 Meeting shall be decided by a Majority of Votes : In case 
 of an Equality of Votes the Chairman shall have a Second 
 or Casting Vote : A Director may at any Time summon a 
 Meeting of the Directors. 
 
 (67.) The Directors may elect a Chairman of their Meetings, and 
 determine the Period for which he is to hold Office ; but 
 if no such Chairman is elected, or if at any Meeting the 
 Chairman is not present at the Time appointed for holding 
 the same, the Directors present shall choose some One of 
 their Number to be Chairman of such Meeting. 
 
 (68.) The Directors may delegate any of their Powers to Com- 
 mittees consisting of such Member or Members of their 
 Body as they think fit : Any Committee so formed shall, 
 in the exercise of the Powers so delegated, conform to any 
 Regulations that may be imposed on them by the Directors. 
 
 (69.) A Committee may elect a Chairman of their Meetings : If 
 no such Chairman is elected, or if he is not present at the 
 Time appointed for holding the same, the Members present 
 shall choose One of their Number to be Chairman of such 
 Meeting. 
 
 (70.) A Committee may meet and adjourn as they think proper: 
 Questions arising at any Meeting shall be determined by a 
 Majority of Votes of the Members present ; and in case of 
 
THE COMPANIES ACT, 1862. 103 
 
 an Equality of Votes the Chairman shall have a Second or 
 Casting Vote. 
 (71.) All Acts done by any Meeting of the Directors, or of a Com- 
 mittee of Directors, or by any Person acting as a Director, 
 shall, notwithstanding that it be afterwards discovered 
 that there was some Defect in the Appointment of any 
 such Directors of Persons acting as aforesaid, or that they 
 or any of them were disqualified, be as valid as if every 
 such Person had been duly appointed and was qualified 
 to be a Director. 
 
 Dividends. 
 
 (72.) The Directors may, with the Sanction of the Company in 
 General Meeting, declare a Dividend to be paid to the 
 Members in proportion to their Shares. 
 
 (73.) No Dividend shall be payable except out of the Profits 
 arising from the Business of the Company. 
 
 (74.) The Directors may, before recommending any Dividend, 
 set aside out of the Profits of the Company such Sum as 
 they think proper as a reserved Fund to meet Contin- 
 gencies, or for equalising Dividends, or for repairing or 
 maintaining the Works connected with the Business of 
 the Company, or any Part thereof ; and the Directors may 
 invest the Sum so set apart as a reserved Fund upon such 
 Securities as they may select. 
 
 (75.) The Directors may deduct from the Dividends payable to 
 any Member all such Sums of Money as may be due from 
 him to the Company on account of Calls or otherwise. 
 
 (76.) Notice of any Dividend that may have been declared shall 
 be given to each Member in manner herein-after men- 
 tioned ; and all Dividends unclaimed for Three Years after 
 having been declared may be forfeited by the Directors for 
 the Benefit of the Company. 
 
 (77.) No Dividend shall bear Interest as against the Company. 
 
 Accounts. 
 
 (78.) The Directors shall cause true Accounts to be kept, — 
 Of the Stock in Trade of the Company ; 
 Of the Sums of Money received and expended by the 
 Company, and the Matter in respect of which such 
 Receipt and Expenditure takes place ; and. 
 Of the Credits and Liabilities of the Company : 
 "The Books of Account shall be kept at the Registered Office 
 of the Company, and, subject to any reasonable Restric- 
 tions as to the Time and Manner of inspecting the same 
 that may be imposed by the Company in General Meeting, 
 shall be open to the Inspection of the Members during the 
 Hours of Business. 
 
104 THE COMPANIES ACT, 1862. 
 
 (79.) Once at least in every Year the Directors shall lay before the 
 Company in General Meeting a Statement of the Income 
 and Expenditure for the past Year, made up to a date not 
 more than Three Months before such Meeting. 
 
 (80.) The Statement so made shall show, arranged under the 
 most convenient Heads, the Amount of gross Income, 
 distinguishing the several Sources from which it has 
 been derived, and the Amount of gross Expenditure, dis- 
 tinguishing the Expense of the Estabhshment, Salaries 
 and other like Matters : Every Item of Expenditure fairly 
 chargeable against the Year's Income shall be brought into 
 Account so that a just Balance of Profit and Loss may be 
 laid before the Meeting ; and in Cases where any Item of 
 Expenditure which may in fairness be distributed over 
 several Years has been incurred in any One Year the 
 whole Amount of such Item shall be stated, with the 
 Addition of the Reasons why only a Portion of such Ex- 
 penditure is charged against the Income of the Year. 
 
 (81.) A Balance Sheet shall be made out in every Year, and 
 laid before the Company in General Meeting, and such 
 Balance Sheet shall contain a Summary of the Property 
 and Liabilities of the Company arranged under the Heads 
 appearing in the form annexed to this Table, or as near 
 thereto as Circumstances admit. 
 
 (82.) A printed Copy of such Balance Sheet shall. Seven Days 
 previously to such Meeting, be served on every Member 
 in the Manner in which Notices are herein-after directed 
 to be served. 
 
 (83.) Once at the least in every Year the Accounts of the Com- 
 pany shall be examined, and the Correctness of the Balance 
 Sheet ascertained, by One or more Auditor or Auditors. 
 
 (84.) The First Auditors shall be appointed by the Directors: 
 Subsequent Auditors shall be appointed by the Company 
 in General Meeting. 
 
 (86.) If one Auditor only is appointed, all the Provisions herein 
 contained relating to Auditors shall apply to him. 
 
 (86.) The Auditors may be Members of the Company ; but no 
 Person is eligible as an Auditor who is interested other- 
 wise than as a Member in any Transaction of the Com- 
 pany ; and no Director or other Of&cer of the Company is 
 eligible during his Continuance in Office. 
 
 (87.) The Election of Auditors shall be made by the Company at 
 their Ordinary Meeting in each Year. 
 
 ^ As to Banking Companies, see the Companies Act, 1879, Sect. 
 7, post p. 151 ; and generally, see the Companies Act, 1900, Sects. 
 21, 22, 23, post p. 220 et seq. 
 
THE COMPANIES ACT, 1862. 105 
 
 (88.) The Remuneration of the First Auditors shall be fixed by 
 the Directors ; that of subsequent Auditors shall be fixed 
 by the Company in General Meeting. 
 
 (89.) Any Auditor shall be re-eligible on his quitting Office. 
 
 (90.) If any casual Vacancy occurs in the Office of any Auditor 
 appointed by the Company, the Directors shall forthwith 
 call an Extraordinary General Meeting for the Purpose of 
 supplying the same. 
 
 (91.) If no Election of Auditors is made in manner aforesaid the 
 Board of Trade may, on the Application of not less than 
 Five Members of the Company, appoint an Auditor for the 
 current Year, and fix the Remuneration to be paid to him 
 by the Company for his Services. 
 
 (92.) Every Auditor shall be supplied with a Copy of the Balance 
 Sheet and it shall be his duty to examine the same, with 
 the Accounts and Vouchers relating thereto. 
 
 (93.) Every Auditor shall have a List delivered to him of all 
 Books kept by the Company, and shall at all reasonable 
 Times have Access to the Books and Accounts of the 
 Company : He may, at the Expense of the Company, 
 employ Accountants or other Persons to assist him in 
 investigating such Accounts, and he may in relation to 
 such Accounts examine the Directors or any other Officer 
 of the Company. 
 
 (94.) The Auditors shall make a Report to the Members upon 
 the Balance Sheet and Accounts, and in every such 
 Report they shall state whether, in their Opinion, the 
 Balance Sheet is a full and fair Balance Sheet containing 
 the Particulars required by these Regulations, and pro- 
 perly drawn up so as to exhibit a true and correct View 
 of the State of the Company's Affairs, and in case they 
 have called for Explanations or Information from the 
 Directors, whether such Explanations or Information 
 have been given by the Directors, and whether they have 
 been satisfactory ; and such Report shall be read, together 
 with the Report of the Directors, at the Ordinary Meeting. 
 
 Notices. 
 
 (95.) A Notice may be served by the Company upon any 
 Member either personally or by sending it through the 
 Post in a prepaid Letter addressed to such Member at 
 his registered Place of Abode. 
 
 (96.) All Notices directed to be given to the Members shall, 
 with respect to any Share to which Persons are jointly 
 entitled, be given to whichever of such Persons is named 
 first in the Register of Members ; and Notice so given 
 shall be sufficient Notice to all the Holders of such 
 Share. 
 
106 
 
 THE COMPANIES ACT, 1862. 
 
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THE COMPANIES ACT, 1862. 
 
 107 
 
 ^97.) Any Notice, if served by Post, shall be deemed to have 
 been served at the Time when the Letter containing the 
 same would be delivered in the Ordinary Course of the 
 Post ; and in proving such Service it shall be sufficient to 
 prove that the Letter containing the Notices was properly 
 addressed and put into the Post Office. 
 
 TABLE B.i 
 
 Table of Fees to be paid to the Registrar of Joint Stock 
 Companies by a Company having a Capital divided into 
 Shares. 
 
 For Registration of a Company whose nominal Capital 
 does not exceed £2,000, a Fee of - 
 
 J'or Registration of a Company whose nominal Capital 
 exceeds £2,000, the above Fee of £2, with the 
 following additional Fees, regulated according to 
 the Amount of nominal Capital ; (that is to 
 
 say, 
 
 £ 
 
 d. 
 
 10 
 
 -050 
 
 For every £1,000 of nominal Capital, or 
 Part of £1,000, after the first £2,000, 
 
 up to £5,000 
 
 For every £1,000 of nominal Capital, 
 
 or Part of £1,000, after the first 
 
 £5,000, up to £100,000 - 
 
 For every £1,000 of nominal Capital, 
 
 or Part of £1,000, after the first 
 
 £100,000 - 1 
 
 For Registration of any Increase of Capital made after 
 the First Registration of the Company, the same 
 Fees per £1,000, or Part of a £1,000, as would have 
 been payable if such increased Capital had formed 
 Part of the original Capital at the Time of Regis- 
 tration. 
 Provided that no Company shall be liable to pay in re- 
 spect of nominal Capital, on Registration or after- 
 wards, any greater Amount of Fees than £50, 
 taking into account in the Case of Fees payable on 
 an Increase of Capital after Registration the Fees 
 paid on Registration. 
 For Registration of any existing Company, except such 
 Companies as are by this Act exempted from pay- 
 ment of Fees in respect of Registration under this 
 Act, the same Fee as is charged for Registering a 
 new Company. 
 
 ^ Sect. 17, ante p. 8, and Sect. 71, ante p. 31. 
 
108 THE COMPANIES ACT, 1862. 
 
 For Registering any Document hereby required or 
 authorized to be registered, other than the Memo- 
 randum of Association 050 
 
 For making a Record of any Fact hereby authorized 
 or required to be recorded by the Registrar of 
 Companies, a Fee of 5 
 
 TABLE C.i 
 
 Table of Fees to be paid to the Registrar of Joint Stock 
 Companies by a Company not having a Capital divided 
 into Shares. 
 
 For Registration of a Company whose number of Mem- £ s. d. 
 bers, as stated in the Articles of Association, does 
 not exceed 20 2 
 
 For Registration of a Company whose Number of 
 Members, as stated in the Articles of Association, 
 exceeds 20, but does not exceed 100 - - - 5 
 
 For Registration of a Company whose Number of 
 Members, as stated in the Articles of Association, 
 exceeds 100, but is not stated to be unlimited, the 
 above Fee of £5, with an additional 5s. for every 
 50 Members or less Number than 50 Members 
 after the first 100. 
 
 For Registration of a Company in which the Number 
 of Members is stated in the Articles of Association 
 to be unlimited, a Fee of - - - - - 20 
 
 For Registration of any Increase on the Number of 
 Members made after the Registration of the Com- 
 pany in respect of every 50 Members, or less than 
 50 Members, of such Increase - - - - 5 
 
 Provided that no One Company shall be liable to pay 
 on the whole a greater Fee than £20 in respect of 
 its Number of Members, taking into account the 
 Fee paid on the First Registration of the Com- 
 pany. 
 
 For Registration of any existing Company, except such 
 Companies as are by this Act exempted from Pay- 
 ment of Fees in respect of Registration under this 
 Act, the same Fee as is charged for registering a 
 new Company. 
 
 For registering any Document hereby required or autho- 
 rized to be registered, other than the Memorandum * 
 of Association 050 
 
 ^ Sect. 17, ante p. 8, and Sect. 71 ante p. 31. 
 
THE COMPANIES ACT, 1862. 109 
 
 For making a Record of any Fact hereby authorized 
 or required to be recorded by the Registrar of 
 Companies, a Fee of 5 
 
 FOEM D.i 
 
 Form of Statement referred to in Part III. of the Act. 
 
 * The Capital of the Company is , divided into 
 
 Shares of each. 
 
 The Number of Shares issued is 
 
 Calls to the Amount of Pounds per Share have been 
 
 made, under which the Sum of Pounds has been received. 
 
 The Liabilities of the Company on the First Day of January 
 {or July) were, — 
 Debts owing to sundry Persons by the Company. 
 On Judgment, £ 
 On Specialty, £ 
 On Notes or Bills, £ 
 On Simple Contracts, £ 
 On estimated Liabilities, £ 
 The Assets of the Company on that Day were — 
 Government Securities [stating them] 
 Bills of Exchange and Promissory Notes, £ 
 Cash at the Bankers, £ 
 Other Securities, £ 
 
 *If the Company has no Capital divided into Shares the 
 Portion of the Statement relating to Capital and Shares must 
 be omitted. 
 
 ^ Sect. 44, ante p. 20. 
 
SECOND SCHEDULE.! 
 
 FOEM A. 
 
 Memorandum of Association of a Company limited by Shares.^ 
 
 Ist. The Name of the Company is " The Eastern Steam 
 Packet Company, Limited." 
 
 2d. The Registered Office of the Company will be situate in 
 England. 
 
 3d. The Objects for which the Company is established are, 
 •'the Conveyance of Passengers and Goods in Ships or Boats 
 "between such Places as the Company may from Time to Time 
 " determine, and the doing all such other Things as are 
 " incidental or conducive to the Attainment of the above 
 " Object." 
 
 4th. The Liability of the Members is limited. 
 5th. The Capital of the Company is Two hundred thousand 
 Pounds divided into One thousand Shares of Two hundred 
 Pounds each. 
 
 We, the several Persons whose Names and Addresses are sub- 
 scribed, are desirous of being formed into a Company in 
 pursuance of this Memorandum of Association, and we 
 respectively agree to take the Number of Shares in the 
 Capital of the Company set opposite our respective 
 Names. 
 
 Names, Addresses, and Description of Subscribers. 
 
 Number of 
 Shares taken 
 
 by each 
 Subscriber. 
 
 "1. 
 "2. 
 "3. 
 "4. 
 "5. 
 "6. 
 "7. 
 
 John Jones of in the County of Merchant 
 John Smith of in the County of 
 Thomas Green of in the County of 
 John Thompson of in the County of 
 Caleb White of in the County of 
 Andrew Brown of in the County of 
 Caesar White of in the County of 
 
 Total Shares taken 
 
 200 
 26 
 30 
 40 
 15 
 5 
 10 
 
 325 
 
 Dated the 22d Day of November, 1861. 
 Witness to the above Signatures, 
 
 A.B., No. 13 Hute Street, Clerkenwell, Middlesex. 
 
 1 Sect 71, ante p. 31. 
 
 2 Sect. 8, ante p. 3. 
 
THE COMPANIES ACT, 1862. Ill 
 
 FOEM B. 
 
 Memorandum and Articles of Association of a Company 
 limited by Guarantee, and not having a Capital divided 
 into Shares. 
 
 Memorandum of Association.^ 
 
 1st. The Name of the Company is, " The Mutual London 
 Marine Association, Limited." 
 
 2d. The Registered Office of the Company will be situate in 
 England. 
 
 3d. The Objects for which the Company is established are, 
 " the mutual Insurance of Ships belonging to Members of the 
 " Company, and the doing all such other Things as are incidental 
 " or conducive to the Attainment of the above Objects." 
 
 4th. Every Member of the Company undertakes to contribute 
 to the Assets of the Company in the event of the same being 
 wound up during the Time that he is a Member, or within One 
 Year afterwards, for Payment of the Debts and Liabilities of the 
 Company contracted before the Time at which he ceases to be a 
 Member, and the Costs, Charges, and Expenses of winding up 
 the same, and for the Adjustment of the Rights of the Contribu- 
 tories amongst themselves, such Amount as may be required not 
 exceeding Ten Pounds. 
 
 We, the several Persons whose Names and Addresses are sub- 
 scribed, are desirous of being formed into a Company, in 
 pursuance of this Memorandum of Association. 
 
 Names, Addresses, and Descriptions of Subscribers. 
 
 "1. John Jones of in the County of Merchant. 
 
 "2. John Smith of in the County of 
 
 " 3. Thomas Green of in the County of 
 
 "4. John Thompson of in the County of 
 
 " 5. Caleb White of in the County of 
 
 " 6. Andrew Brown of in the County of 
 
 " 7. Caesar White of in the County of 
 
 Dated the 22d Day of November, 1861. 
 Witness to the above Signatures, 
 A.B., No. 13 Hute Street, Clerkenwell, Middlesex. 
 
 ^ Sect. 9, ante p. 4. 
 
112 THE COMPANIES ACT, 1862. 
 
 Articles of Association^ to accompany preceding Memo- 
 randum of Association. 
 
 {1.) The Company, for the Purpose of Registration, is declared to 
 
 consist of Five hundred Members. 
 {2.) The Directors herein-after mentioned may, whenever the 
 
 Business of the Association requires it, register an Increase 
 
 of Members. 
 
 Definition of Members. 
 
 {3.) Every Person shall be deemed to have agreed to become a 
 Member of the Company who insures any Ship or Share 
 in a Ship in pursuance of the Regulations herein-after 
 contained. 
 
 General Meetings. 
 
 {i.) The First General Meeting shall be held at such Time, not 
 being more than Three Months after the Incorporation of 
 the Company, and at such Place, as the Directors may 
 determine. 
 
 (5.) Subsequent General Meetings shall be held at such Time and 
 Place as may be prescribed by the Company in General 
 Meeting ; and if no other Time or Place is prescribed, 
 a General Meeting shall be held on the First Monday in 
 February in every Year, at such Place as may be deter- 
 mined by the Directors. 
 
 (6.) The above-mentioned General Meetings shall be called 
 Ordinary Meetings ; all other General Meetings shall be 
 called Extraordinary. 
 
 (7.) The Directors may, whenever they think fit, and they shall, 
 upon a Requisition made in Writing by any Five or more 
 Members, convene an Extraordinary General Meeting. 
 
 (8.) Any Requisition made by the Members shall express the 
 Object of the Meeting proposed to be called and shall be 
 left at the Registered Office of the Company. 
 
 (9.) Upon the Receipt of such Requisition the Directors shall 
 forthwith proceed to convene a General Meeting : If they 
 do not proceed to convene the same within Twenty-one 
 Days from the Date of the Requisition, the Requisi- 
 tionists, or any other Five Members, may themselves 
 convene a Meeting. 
 
 Proceedings at General Meetings. 
 
 (10.) Seven Days' Notice at the least, specifying the Place, the 
 Day, and the Hour of Meeting, and in case of special 
 Business the general Nature of such Business, shall be 
 
 ^ Sect. 14, ante p. 6. 
 
THE COMPANIES ACT, 1862. 113 
 
 given to the Members in Manner herein-after mentioned, 
 or in such other Manner, if any, as may be prescribed by 
 the Company in General Meeting ; but the Non-receipt of 
 such Notice by any Member shall not invalidate the Pro- 
 ceedings at any General Meeting. 
 
 -(11.) All Business shall be deemed special that is transacted at 
 an Extraordinary Meeting, and all that is transacted at an 
 Ordinary Meeting, with the Exception of the Consideration 
 of the Accounts, Balance Sheets, and the ordinary Report 
 of the Directors. 
 
 ^12.) No Business shall be transacted at any Meeting except the 
 Declaration of a Dividend, unless a Quorum of Members 
 is present at the Commencement of such Business ; and 
 such Quorum shall be ascertained as follows ; that is to 
 say, if the Members of the Company at the Time of the 
 Meeting do not exceed Ten in Number, the Quorum shall 
 be Five ; if they exceed Ten there shall be added to the 
 above Quorum One for every Five additional Members up 
 to Fifty, and One for every Ten additional Members after 
 Fifty, with this Limitation, that no Quorum shall in any 
 Case exceed Thirty. 
 
 {IB.) If within One Hour from the Time appointed for the Meet- 
 ing a Quorum of Members is not present, the Meeting, if 
 convened upon the Requisition of the Members, shall be 
 dissolved : In any other Case it shall stand adjourned to 
 the same Day in the following Week at the same Time 
 and Place ; and if at such adjourned Meeting a Quorum 
 of Members is not present, it shall be adjourned sine die. 
 
 (14.) The Chairman (if any) of the Directors shall preside as 
 Chairman at every General Meeting of the Company. 
 
 ^15.) If there is no such Chairman, or if at any Meeting he is 
 not present at the Time of holding the same, the Mem- 
 bers present shall choose some One of their Number to be 
 Chairman of such Meeting. 
 
 ^16.) The Chairman may, with the Consent of the Meeting, ad- 
 journ any Meeting from Time to Time and from Place to 
 Place, but no Business shall be transacted at any ad- 
 journed Meeting other than the Business left unfinished 
 at the Meeting from which the Adjournment took place. 
 
 (17.) At any General Meeting, unless a Poll is demanded by at 
 least Five Members, a Declaration by the Chairman that 
 a Resolution has been carried, and an Entry to that Effect 
 in the Book of Proceedings of the Company, shall be suffi- 
 cient Evidence of the Fact, without Proof of the Number 
 or Proportion of the Votes recorded in favour of or against 
 such Resolution. 
 
 {18.) If a Poll is demanded in manner aforesaid, the same shall 
 be taken in such Manner as the Chairman directs, and 
 the Result of such Poll shall be deemed to be the Resolu- 
 tion of the Company in General Meeting. 
 8 
 
114 THE COMPANIES ACT, 1862. 
 
 Votes of Members. 
 
 (19.) Every Member shall have One Vote and no more. 
 
 (20.) If any Member is a Lunatic or Idiot he may vote by his 
 Committee Curator bonis, or other legal Curator. 
 
 (21.) No Member shall be entitled to vote at any Meeting unless 
 all Monies due from him to the Company have been paid. 
 
 (22.) Votes may be given either personally or by Proxies : A 
 Proxy shall be appointed in Writing under the Hand of 
 the Appointor, or if such Appointor is a Corporation, under 
 its Common Seal. 
 
 (23.) No Person shall be appointed a Proxy who is not a Member, 
 and the Instrument appointing him shall be deposited at 
 the Registered Office of the Company not less than Forty- 
 eight Hours before the Time of holding the Meeting at 
 which he proposes to vote. 
 
 (24.) Any Instrument appointing a Proxy shall be in the follow- 
 ing Form : — 
 
 Company Limited. 
 , of , in the County 
 
 of , being a Member of the 
 
 Company Limited, hereby appoint , 
 
 of , as my Proxy, to vote for me and on 
 
 my behalf at the [Ordinary or Extraordinary, as the case 
 may be] General Meeting of the Company to be held on the 
 Day of , and at any Adjournment 
 
 thereof to be held on the Day of 
 
 next [or at any Meeting of the Company that may be 
 held in the Year ]. 
 
 As witness my Hand, this Day of 
 
 Signed by the said in the Presence of 
 
 Directors. 
 
 (25.) The Number of the Directors, and the Names of the First 
 Directors shall be determined by the Subscribers of the 
 Memorandum of Association. 
 
 (26.) Until Directors are appointed the Subscribers of the Memor- 
 andum of Association shall for all the Purposes of this Act 
 be deemed to be Directors. 
 
 Powers of Directors. 
 
 (27.) The Business of the Company shall be managed by the 
 Directors, who may exercise all such Powers of the Com- 
 pany as are not hereby required to be exercised by the 
 Company in General Meeting; but no Regulation made 
 by the Company in General Meeting shall invalidate any 
 prior Act of the Directors which would have been valid if 
 such Regulation had not been made. 
 
THE COMPANIES ACT, 1862. 115 
 
 Election of Directors. 
 
 ^28.) The Directors shall be elected annually by the Company in 
 General Meeting, 
 
 Business of Company. 
 
 [Here insert Rules as to Mode in which Business of Insurance is to 
 be conducted.] 
 
 Accounts. 
 
 (29.) The Accounts of the Company shall be audited by a Com- 
 mittee of Five Members, to be called the Audit Committee. 
 
 (30.) The First Audit Committee shall be nominated by the 
 Directors out of the Body of Members. 
 
 (31.) Subsequent Audit Committee shall be nominated by the 
 Members at the Ordinary General Meeting in each year. 
 
 (32.) The Audit Committee shall be supplied with a Copy of the 
 Balance Sheet, and it shall be their Duty to examine the 
 same with the Accounts and Vouchers relating thereto. 
 
 (33.) The Audit Committee shall have a List delivered to them 
 of all Books kept by the Company, and they shall at all 
 reasonable Times have access to the Books and Aocounts 
 of the Company : They may, at the expense of the Com- 
 pany, employ Accountants or other Persons to assist them 
 in investigating such Accounts, and they may in relation 
 to such Accounts examine the Directors or any other Officer 
 of the Company. 
 
 (34.) The Audit Committee shall make a Report to the Members 
 upon the Balance Sheet and Accounts, and in every such 
 Report they shall state whether in their Opinion the 
 Balance Sheet is a full and fair Balance Sheet, containing 
 the Particulars required by these Regulations of the Com- 
 pany, and properly drawn up, so as to exhibit a true and 
 correct View of the State of the Company's Affairs, and in 
 case they have called for Explanation or Information from 
 the Directors, whether such Explanations or Information 
 have been given by the Directors, and whether they have 
 been satisfactory, and such Report shall be read together 
 with the Report of the Directors at the Ordinary Meeting. 
 
 Notices. » 
 
 (35.) A Notice may be served by the Company upon any Member 
 either personally, or by sending it through the Post in a 
 prepaid Letter addressed to such Member at his registered 
 Place of Abode. 
 
 (36.) Any Notice, if served by Post, shall be deemed to have been 
 served at the Time when the Letter containing the same 
 
116 THE COMPANIES ACT, 1862. 
 
 would be delivered in the ordinary Course of the Post ; and 
 in proving such Service it shall be sufficient to prove that 
 the Letter containing the Notice was properly addressed, 
 and put into the Post Office. 
 
 Winding up. 
 
 (37.) The Company shall be wound up voluntarily whenever an 
 Extraordinary Resolution, ^ as defined by the Companies 
 Act, 1862, is passed requiring the Company to be wound up 
 voluntarily. 
 
 1 Sect. 129, ante p. 54. 
 
 Names, Addresses, and Descriptions of Subscribers. 
 
 " 1. John Jones of in the County of Merchant. 
 
 " 2. John Smith of in the County of 
 
 " 3. Thomas Green of in the County of 
 
 " 4. John Thompson of in the County of 
 
 "5. Caleb White of in the County of 
 
 "6. Andrew Brown of in the County of 
 
 " 7. Caesar White of in the County of 
 
 Dated the 22d Day of November, 1861. 
 Witness to the above Signatures, 
 
 A.B., No. 13 Hute Street, Clerkenwell, Middlesex. 
 
 FOEM C. 
 
 Memorandum and Articles of Association of a Company limited 
 by Guarantee,! ^^jj having a Capital divided into Shares. 
 
 Memorandum of Association. 
 
 1st. The Name of the Company is "The Highland Hotel 
 " Company, Limited." 
 
 2d. The Registered Office of the Company will be situate in 
 Scotland. 
 
 3d. The Objects for which the Company is established are 
 •"the facilitating travelling in the Highlands of Scotland, by 
 '' providing Hotels and Conveyances by Sea and by Land for the 
 .'Accommodation of Travellers, and the doing all such other 
 4' Things as are incidental or conducive to the Attainment of 
 i'the above Object." 
 
 1 Sect. 9, ante p. 4, and see now the Companies Act, 1900, 
 Beet. 27, post p. 223. 
 
THE COMPANIES ACT, 1862. 117 
 
 4th. Every Member of the Company undertakes to contribute 
 to the Assets of the Company in the event of the same being 
 wound up during the Time that he is a Member, or within One 
 Year afterwards, for Payment of the Debts and Liabilities of 
 the Company, contracted before the Time at which he ceases 
 to be a Member, and the Costs, Charges, and Expenses of wind- 
 ing up the same and for the Adjustment of the Rights of the 
 Contributories amongst themselves, such Amount as may be 
 required, not exceeding Twenty Pounds. 
 
 We, the several Persons whose Names and Addresses are sub- 
 scribed, are desirous of being formed into a Company, in 
 pursuance of this Memorandum of Association. 
 
 Names, Addresses, and Descriptions of Subscribers. 
 
 "1. John Jones of in the County of Merchant. 
 
 " 2. John Smith of in the County of 
 
 " 3. Thomas Green of in the County of 
 
 " 4. John Thompson of in the County of 
 
 " 5. Caleb White of in the County of 
 
 " 6. Andrew Brown of in the County of 
 
 " 7. Caesar White of in the County of 
 
 Dated the 22d Day of November, 1861. 
 Witness to the above Signatures, 
 
 A.B,, No. 13 Hute Street, Clerkenwell, Middlesex. 
 
 Articles of Association^ to accompany preceding Memorandum 
 of Association. 
 
 1. The Capital of the Company shall consist of Five hundred 
 thousand Pounds, divided into Five thousand Shares of One 
 hundred Pounds each. 
 
 2. The Directors may, with the Sanction of the Company in 
 General Meeting, reduce the Amount of Shares. 
 
 3. The Directors may, with the Sanction of the Company in 
 General Meeting, cancel any Shares belonging to the Company. 
 
 4. All the Articles of Table A. shall be deemed to be incorpo- 
 rated with these Articles, and to apply to the Company. 
 
 We, the several Persons whose Names and Addresses are sub- 
 scribed, agree to take the Number of Shares in the Capital 
 of the Company set opposite our respective Names. 
 
 ^ Sect. 14, a7ite p. 6. 
 
118 
 
 THE COMPANIES ACT, 1862. 
 
 
 
 Number of 
 
 Names, Addresses, and Description of Subscriber. 
 
 Shares taken 
 by each 
 
 
 
 Subscriber. 
 
 " 1. John Jones of 
 
 in the County of 
 
 200 
 
 " 2. John Smith of 
 
 in the County of 
 
 25 
 
 " 3. Thomas Green of 
 
 in the County of 
 
 30 
 
 " 4. John Thompson of 
 
 in the County of 
 
 40 
 
 " 5. Caleb White of 
 
 in the County of 
 
 16 
 
 " 6. Andrew Brown of 
 
 in the County of 
 
 5 
 
 " 7. Caesar White of 
 
 in the County of 
 
 10 
 
 Total Shares taken 
 
 326 
 
 Dated the 22d Day of November, 1861. 
 Witness to the above Signatures, 
 A.B., No. 13 Hute Street, Clerkenwell, Middlesex. 
 
 FOEM D. 
 
 Memorandum and Articles of Association of an unlimited 
 Company having a Capital divided into Shares. 
 
 Memorandum of Association.^ 
 
 1st. The Name of the Company is " The Patent Stereotype 
 " Company." 
 
 2d. The Registered Office of the Company will be situate in 
 England. 
 
 3d. The Objects for which the Company is established are 
 "the working of a Patent Method of founding and casting 
 " Stereotype Plates, of which Method John Smith of London, is 
 " the sole Patentee." 
 
 We, the several Persons whose Names are subscribed, are de- 
 sirous of being formed into a Company, in pursuance of this 
 Memorandum of Association. 
 
 Names, Addresses, and Description of Subscribers. 
 
 " 1. John Jones of 
 "2. John Smith of 
 "3. Thomas Green of 
 "4. John Thompson of 
 " 5. Caleb White of 
 " 6. Andrew Brown of 
 "7. Abel Brown of 
 Dated 22d Day of November, 1861 
 Witness to the above Signatures, 
 
 A.B., No. 20 Bond Street, Middlesex. 
 
 1 Sect. 10, ante p. 4. 
 
 in the County of 
 in the County of 
 in the County of 
 in the County of 
 in the County of 
 
 in the County of 
 in the County of 
 
 Merchant. 
 
THE COMPANIES ACT, 1862. 
 
 119 
 
 Articles of Association ^ to accompany the preceding Memorandum 
 of Association. 
 
 Capital of the Company. 
 The Capital of the Company is Two thousand Pounds, divided 
 into Twenty Shares of One hundred Pounds each. 
 
 Application of Table A. 
 All the Articles of Table A. shall be deemed to be incorporated 
 with these Articles, and to apply to the Company. 
 We, the several Persons whose Names and Addresses are sub- 
 scribed, agree to take the Number of Shares in the Capital 
 of the Company set opposite our respective Names. 
 
 Names, Addresses, and Description of Subscribers. 
 
 Number of 
 Shares taken 
 
 by 
 Subscribers 
 
 1. John Jones of in the County of Merchant 
 
 2. John Smith of in the County of 
 
 3. Thomas Green of in the County of 
 
 ' 4. John Thompson of in the County of 
 ' 5. Caleb White of in the County of 
 ■ 6. Andrew Brown of in the County of 
 7. Abel Brown of in the County of 
 
 Total Shares taken 
 
 1 
 5 
 2 
 2 
 3 
 4 
 1 
 
 18 
 
 Dated the 22d Day of November, 1861. 
 Witness to the above Signatures, 
 
 A.B., No. 20 Bond Street, Middlesex. 
 
 No. of ) . 
 
 Certificate - 
 
 "THE COMPANIES' ACTS, 
 
 [Form No. 7A.] 
 1862 TO 1900." 
 
 FOEM E 
 
 as altered by the Board of Trade, by Notices in the 
 London Gazette, pursuant to s. 71 of the Companies' 
 Act, 1862, and s. 19 of the Companies' Act, 1900. 
 
 Summary of Capital and Shares of the 
 
 A5/- 
 
 Companies' 
 
 Registration 
 
 Fee Stamp 
 
 must be 
 
 impressed 
 
 here. 
 
 -day of- 
 
 -Company, Limited, made up 
 190 (being the four- 
 
 to the 
 
 teenth day succeeding the date of the First Ordinary General Meeting 
 in the year). 
 
 ^ Sect. 14, ante p. 6. 
 
120 THE COMPANIES ACT, 1862. 
 
 Nominal Capital, £ Divided into* ] Shares of £* j each. 
 
 Total Number of Shares taken up to the day of 190_ ( ^^^^^^ 
 
 (which number must agree with the total shewn in the \ 
 
 list, as held by existing members)* ( 
 
 Number to be paid for wholly in cash 
 
 Number issued as partly paid up to the extent of per share 
 
 otherwise than for cash 
 
 Number issued as fully paid up otherwise than for cash 
 
 JThere has been called up on each of Shares £ 
 
 II >i »i ,1 £ 
 
 II II II II £. 
 
 §Total amount of Calls received, including payments on appli- ) « 
 
 cation and allotment > * 
 
 Total amount (if any) agreed to be considered as paid on ] 
 
 Shares which have been issued as fully paid (otherwise \ £ 
 
 than in cash) I 
 
 Total amount (if any) agreed to be considered as paid on ^ 
 
 Shares which have been issued as partly paid up to the >£ 
 
 extent of per Share J 
 
 Total amount of Calls unpaid £ 
 
 Total amount (if any) paid on|| ^Shares forfeited . . . £ 
 
 Total amount of debt due from the Company in respect of \ 
 mortgages and charges which require registration under \n 
 
 the Companies' Act, 1900, at the date to which this f * 
 
 Summary is made up J 
 
 *^^* The following Items are only to be filled up by Companies that have issued 
 
 Share Warrants. 
 Total amount of Shares for which Share Warrants, comprising ) « 
 
 Shares each, are outstanding i" * 
 
 Total amount of Stock for which Share Warrants, comprising \ « 
 
 £ Stock each, are outstanding J * 
 
 Total amount of Share Warrants, comprising Shares or] « 
 
 £ Stock issued since the last Summary -' * 
 
 Total amount of Share Warrants, comprising Shares or | o 
 
 £ . — Stock surrendered since the last Summary ' * 
 
 NOTE.— A list of the names and addresses of the Directors must follow 
 the list of Members. Banking Companies must also add a list of 
 all their places of business. 
 
 * Where there are Shares qf different kinds or amounts (e.g., Pr^erence and 
 Ordinary, or £10 and £5) state the numbers and nominal values separately. 
 
 X Where various amounts have been called, or there are Shares of different 
 kinds, state them separately. 
 
 § Include what has been received on forfeited, as well as on existing, Shares. 
 
 II State the Aggregate nmnber of Shares forfeited {if any). 
 
 IS" The return must be signed, at the End, by the Manager or 
 Secretary of the Company. 
 
 Presented for filing by 
 
THE COMPANIES ACT, 1862. 
 
 121 
 
 List of Persons holding Shares in the. 
 Company, Limited, on the__ day of_ 
 
 190- 
 
 and 
 
 of Persons who have held Shares therein at any time since the 
 date of the last Return, showing their Names and Addresses, 
 and an Account of the Shares so held. 
 
 Folio 
 in Register 
 
 NAMES, ADDRESSES, AND OCCUPATIONS 
 
 Ledger 
 containing 
 Particulars 
 
 Surname 
 
 Christian 
 Name 
 
 Address 
 
 Occupation 
 
 
 
 
 
 
 ACCOUNT OF SHARES 
 
 * Number of 
 Shares held 
 by existing 
 Members at 
 date of 
 Return t 
 
 t Particulars of Shares 
 
 Transferred since the 
 
 date of the last Return 
 
 by persons who are still 
 
 Members 
 
 Number + 
 
 Date of 
 Registration 
 of Transfer 
 
 t Particulars of Shares 
 Transferred since the 
 
 date of the last Return 
 by persons who have 
 
 ceased to be Members 
 
 Number + 
 
 Date of 
 Registration 
 of Transfer 
 
 REMARKS 
 
 (Signature). 
 (Officer). 
 
 * The aggregate Number of Shares held and not the Distinctive Numbers 
 is to be stated, and the column must be added up throughout, so as to make 
 one total to agree with that stated in the Summary to have been taken up. 
 ^ + When the Shares are of different classes these columns may be sub- 
 divided so that the number of each class held, or transferred, may be shewn 
 separately. 
 
 t The date of Registration of each Transfer should be given as well as 
 the Number of Shares transferred on each date. The Particulars should be 
 placed opposite the name of the Transferor, and not opposite that of the 
 Transferee, but the name of the Transferee may be inserted in the " Remarks" 
 column, immediately opposite the particulars of each Transfer. 
 
122 THE COMPANIES ACT, 1862. 
 
 FOEM F. 
 
 Licence to hold Lands. ^ 
 
 The Lords of the Committee of Privy Council appointed for 
 the consideration of Matters relating to Trade and Foreign 
 Plantations hereby license the Association, Limited, 
 
 to hold the Lands hereunder described [insert Description of 
 Lands]. The Conditions of this License are [insert Conditions, 
 if any]. 
 
 1 Sect. 21, ante p. 10. 
 
THIED SCHEDULE. 
 
 FIRST PART. 
 
 Date and 
 Chapter of Act. 
 
 21 & 22 Geo. 3. c. 46 . 
 (Parliament of Ireland.) 
 7 & 8 Vict. c. 110. - 
 
 7&8 Vict. c. 111. - 
 
 7 & 8 Vict. c. 113. - 
 
 8 & 9 Vict. c. 98. 
 
 9 & 10 Vict. c. 28. - 
 
 9 & 10 Vict. c. 75. - 
 
 10 & 11 Vict. c. 78. - 
 
 11 & 12 Vict. c. 45. - 
 
 12 & 13 Vict. c. 108. 
 
 19 & 20 Vict. c. 47. 
 
 20 & 21 Vict. c. 14. 
 20&21 Vict. c. 49. 
 
 Title of Act. 
 
 An Act to promote Trade and Manufactures by- 
 regulating and encouraging Partnerships. 
 
 An Act for the Registration, Incorporation, 
 and Regulation of Joint Stock Companies. 
 
 An Act for facilitating the winding up the 
 AflFairs of Joint Stock Companies unable to 
 meet their pecuniary Engagements. 
 
 An Act to regulate Joint Stock Banks in 
 England. 
 
 An Act for facilitating the winding up the 
 Affairs of Joint Stock Companies in Ireland 
 unable to meet their pecuniary Engagements. 
 
 An Act to facilitate the Dissolution of certain 
 Railway Companies. 
 
 An Act to regulate Joint Stock Banks in Scot- 
 land and Ireland. 
 
 An Act to amend an Act for the Registra- 
 tion, Incorporation, and Regulation of Joint 
 Stock Companies. 
 
 An Act to amend the Acts for facilitating the 
 winding up the Affairs of Joint Stock 
 Companies unable to meet their pecuniary 
 Engagements, and also to facilitate the Dis- 
 solution and winding up of Joint Stock 
 Companies and other Partnerships. 
 
 An Act to amend the Joint Stock Companies 
 Winding-up Act, 1848. 
 
 An Act for the Incorporation and Regulation 
 of Joint Stock Companies and other Associa- 
 tions. 
 
 An Act to amend the Joint Stock Companies 
 Act, 1856. 
 
 An Act to amend the Law relating to Banking 
 1 Companies. 
 
124 
 
 THE COMPANIES ACT, 1862. 
 
 Date and 
 Chapter of Act. 
 
 Title of Act. 
 
 20 & 21 Vict. c. 78. 
 
 20 & 21 Vict. c. 80. 
 
 21 & 22 Vict. c. 60. 
 
 21 & 22 Vict. c. 91. 
 
 An Act to amend the Act Seven and Eight 
 Victoria, Chapter One hundred and eleven, 
 for facilitating the winding up the Affairs 
 of Joint Stock Companies unable to meet 
 their pecuniary Engagements, and also the 
 Joint Stock Companies Winding-up Acts, 
 1848 and 1849. 
 
 An Act to amend the Joint Stock Companies 
 Act, 1856. 
 
 An Act to amend the Joint Stock Companies 
 Acts, 1856 and 1857, and the Joint Stock 
 Banking Companies Act, 1857. 
 
 An Act to enable Joint Stock Banking Com- 
 panies to be formed on the Principle of 
 Limited Liability. 
 
 SECOND PART. 
 
 Existing 
 Companies 
 to have the 
 Powers of 
 suing and 
 being sued. 
 
 7 & 8 Vict. c. 113. s. 47. 
 
 Every Company of more than Six Persons established on the 
 Sixth Day of May One thousand eight hundred and forty-four,, 
 for the Purpose of carrying on the Trade or Business of Bankers 
 within the Distance of Sixty-five Miles from London, and not 
 within the Provisions of the Act passed in the Session holden in 
 the Seventh and Eighth Years of the Reign of Her present Ma- 
 jesty, Chapter One hundred and thirteen, shall have the same 
 Powers and Privileges of suing and being sued in the Name of 
 any One of the Public Officers of such Co-partnership as the 
 Nominal Plaintiff, Petitioner, or Defendant on behalf of such 
 Co-partnership ; and all Judgments, Decrees, and Orders, made 
 and obtained in any such Suit may be enforced in like Manner 
 as is provided with respect to such Companies carrying on the 
 said Trade or Business at any Place in England exceeding the 
 Distance of Sixty-five Miles from London, under the Provisions 
 of an Act passed in the Seventh year of the Reign of King George 
 the Fourth, Chapter Forty-six, intituled "An Act for the better 
 " regulating Co-partnerships of Certain Bankers in England, and 
 '• for amending so much of an Act of the Thirty-ninth and Fortieth 
 " Years of the Reign of His late Majesty King George the Third, 
 '* intituled ' An Act for establishing an Agreement with the 
 " ' Governor and Company of the Bank of England for advancing 
 " ' the Sum of Three Millions towards the Supply for the Service 
 " ' of the Year One thousand eight hundred,' as relates to the 
 
THE COMPANIES ACT, 1862. 125 
 
 same," provided that such first-mentioned Company shall make 
 out and deliver from Time to Time to the Commissioners of 
 Stamps and Taxes the several Accounts or Returns required 
 by the last-mentioned Act, and all the provisions of the last-re- 
 cited Act as to such Accounts or Returns shall be taken to apply 
 to the Accounts or Returns so made out and delivered by such 
 first-mentioned Companies as if they had been originally included 
 in the Provisions of the last-recited Act. 
 
 20 & 21 Vict. c. 49, Part of Section XII. 
 
 Notwithstanding anything contained in any Act passed in the Power to 
 Session holden in the Seventh and Eighth Years of the Reign form Bank- 
 of Her present Majesty, Chapter One hundred and thirteen, and ghf^^Jf Ten 
 intituled "An Act to regulate Joint Stock Banks in England," Persons, 
 or in any other Act, it shall be lawful for any Number of Persons, 
 not exceeding Ten, to carry on in Partnership the Business of 
 Banking, in the same Manner and upon the same Conditions in 
 all respects as any Company of not more than Six Persons could 
 before the passing of this Act have carried on such Business. 
 
THE COMPANIES SEALS ACT, 1864. 
 
 (27 Victoria, Chapter 19). 
 
 An Act to enable Joint Stock Companies carrying on 
 Business in Foreign Countries to have Official 
 Seals to be used in such Countries. 
 
 Short Title. 
 
 Power to 
 Companies 
 under Com- 
 panies Act, 
 1862, trans- 
 acting busi- 
 ness in 
 foreign 
 countries to 
 have OflBcial 
 Seals for 
 use in such 
 countries. 
 
 Power to 
 Companies 
 to appoint 
 Agents 
 abroad to 
 affix Seals. 
 
 1. This Act may be cited for all Purposes as " The 
 Companies Seals Act, 1864." 
 
 2. Any Company, under "The Companies Act, 1862," 
 whose Objects require or comprise the Transaction of 
 Business, as herein-before mentioned, in Foreign Coun- 
 tries, may cause to be prepared an Official Seal for and 
 to be used in any Place, District, or Territory situate 
 out of the United Kingdom in which the Business of 
 the Company shall be carried on, and every such Official 
 Seal may and shall be a Fac-simile of or as nearly 
 as practicable a Fac-simile of the Common Seal of the 
 Company, with the Exception that on the Face thereof 
 shall be inscribed the Name of each and every Place, 
 District, or Territory in and for which it is to be used : 
 Provided that it shall be lawful for any such Company 
 as aforesaid from Time to Time to break up and renew 
 any Official Seal or Seals, and to vary the Limits within 
 which it is intended to be used. 
 
 3. Every Company having or using any such Official 
 Seal as is authorized by this Act may from Time to 
 Time, by any Instrument or Instruments in Writing 
 under the Common Seal of the Company, empower 
 any Agent, or Agents specially appointed for the Pur- 
 pose, or any local Agent, Board, Committee, Manager, 
 or Commissioner appointed under the Provisions of the 
 
THE COMPANIES SEALS ACT, 1864. 127 
 
 Articles of Association of such Company, in any Place, 
 District, or Territory situate out of the United Kingdom 
 where the Business of the Company shall for the Time 
 being be carried on, to affix such Official Seal to any 
 Deed, Contract, or other Instrument to which the 
 Company is or shall be made a Party in such Place, 
 District, or Territory, and no other Order of the 
 Company or the Board of Directors thereof shall be 
 necessary to authorize any such Seal to be affixed to 
 any Deed, Contract, or other Instrument. 
 
 4. Every Power granted under the last preceding Duration of 
 Section shall, as between the Company, their Succes- granted 
 sors and Assigns, on the one hand, and the Person ""fier 
 
 Sect 3 of 
 
 or Persons dealing with the Agent or Agents, Board, this Act. 
 Committee, Manager, or Commissioner named in the 
 Instrument conferring the Power, and all Parties 
 claiming through or under such Person or Persons, on 
 the other hand, continue in force during the Period, if 
 any, mentioned in the Instrument conferring the Power, 
 or if no Power be there mentioned then until Notice of 
 the Eevocation or Determination of the Power shall 
 have been given to such Person or Persons as aforesaid. 
 
 5. Whenever any such Official Seal as aforesaid shall Person 
 be affixed to any Document, the Person affixing the seaTtIf 
 same shall, by Writing under his Hand, and written Document 
 on the Document to which the Seal may have been the Date 
 affixed, certify the Date when and the Place where affiled*^ 
 the same was affixed ; and any Document to which 
 
 any such Seal shall have been duly affixed within the Effect of 
 District or Territory or Place the Name whereof is in- to*^which* 
 scribed on such Seal shall bind the Company in the I'^l^l ^ 
 same Way and to the same Extent and have the same 
 Force and Effect as jf it had been duly sealed with the g^^Ke 
 Common Seal of the Company. Powers of 
 
 6. The Powers given by this Act shall be exercised only if^ 
 by such Companies only as are or shall be expressly J" a^jJJ[^^^** 
 authorized to exercise the same by their Articles of under Re- 
 Association, or a Special Eesolution passed according AjJicJe^of^ 
 to the Provisions of "The Companies Act, 1862," and Association 
 shall be exercised by such Companies subject to any Resolution. 
 
128 
 
 THE COMPANIES SEALS ACT, 1864. 
 
 Section 55 ' 
 of 25 & 26 
 Vict. c. 89. 
 not re- 
 pealed. 
 
 Directions or Eestrictions in their Articles of Association 
 or the Special Eesolutions contained. 
 
 7. Nothing in this Act contained shall operate to 
 repeal the Provisions of the Fifty-fifth Section of ''The 
 Companies Act, 1862," but such Section shall continue 
 in force, and all Acts done or to be done thereunder 
 shall be as valid and effectual as if this Act had not 
 been passed. 
 
 Ante, p. 25. 
 
THE COMPANIES ACT, 1867. 
 
 (30 & 31 ViCTOBiA, Chapter 131.) 
 An Act to amend " The Companies Act, 1862." 
 
 Preliminary. 
 
 1. This Act may be cited for all purposes as " The short TiUe. 
 Companies Act, 1867." 
 
 2. The Companies Act, 1862, is herein-after referred Act to be 
 to as " the Principal Act " ; and the Principal Act and ^"on'^^^th 
 this Act are herein-after distinguished as and may be 25&26Vict. 
 cited for all Purposes as " The Companies Acts, 1862 ^" *^' 
 and 1867 " ; and this Act shall, so far as is consistent 
 
 with the Tenor thereof, be construed as One with the 
 Principal Act; and the Expression "this Act" in the 
 Principal Act, and any Expression referring to the 
 Principal Act which occurs in any Act or other Docu- 
 ment, shall be construed to mean the Principal Act as 
 amended by this Act. 
 
 3. This Act shall come into force on the First Day commence- 
 of September One thousand eight hundred and sixty- "™e"<^f»f Act. 
 seven, which Date is herein-after referred to as the 
 Commencement of this Act. 
 
 Unlimited Liability of Directors. 
 
 4. Where after the Commencement of this Act a company 
 Company is formed as a Limited Company under the Skectors 
 Principal Act, the Liability of the Directors or Managers with 
 
 of such Company, or the Managing Director, may, if uabfiity^ 
 so provided by the Memorandum of Association, be 
 unlimited. 
 
130 
 
 THE COMPANIES ACT, 1867. 
 
 Liability of 
 Directors 
 past and 
 present to 
 Contribute 
 in winding 
 up where 
 Liability is 
 unlimited. 
 
 Director 
 with unlim- 
 ited Lia- 
 bility may 
 have Set-off 
 as under 
 Sect. 101 * of 
 25 & 26 Vict, 
 c. 89. 
 
 5. The following Modifications shall be made in the 
 Thirty-eighth Section of the Principal Act, with respect 
 to the Contributions to be required in the event of the 
 Winding up of a Limited Company under the Principal 
 Act, from any Director or Manager whose Liability is, 
 in pursuance of this Act, unlimited : 
 
 (1.) Subject to the Provisions herein-after contained, 
 any such Director or Manager, whether past or 
 present, shall, in addition to his Liability (if 
 any) to contribute as an ordinary Member, be 
 liable to contribute as if he were at the Date 
 of the Commencement of such Winding up a 
 Member of an unlimited Company : 
 
 (2.) No Contribution required from any past Director 
 or Manager who has ceased to hold such Office 
 for a Period of One Year or upwards prior to 
 the Commencement of the Winding up shall 
 exceed the Amount (if any) which he is liable 
 to contribute as an ordinary Member of the 
 Company : 
 
 (3.) No Contribution required from any past Director 
 or Manager in respect of any Debt or Liability 
 of the Company contracted after the Time at 
 which he ceased to hold such Office shall ex- 
 ceed the Amount (if any) which he is liable 
 to contribute as an ordinary Member of the 
 Company : 
 
 (4.) Subject to the Provisions contained in the Eegula- 
 tions of the Company no Contribution required 
 from any Director or Manager shall exceed the 
 Amount (if any) which he is liable to contribute 
 as an ordinary Member, unless the Court deems 
 it necessary to require such Contribution in 
 order to satisfy the Debts and Liabilities of 
 the Company, and the Costs, Charges, and 
 Expenses of the Winding up. 
 
 6. In the event of the Winding up of any Limited 
 Company, the Court, if it think fit, may make to any 
 Director or Manager of such Company whose Liability 
 is unUmited the same Allowance by way of Set-off as 
 
THE COMPANIES ACT, 1867. 131 
 
 under the One hundred and first Section of the Principal 
 Act it may make to a Contributory where the Company 
 is not Hmited. 
 
 * Ante, p. 43. 
 
 7. In any Limited Company in which, in pursuance Notice to 
 of this Act, the Liabihty of a Director or Manager is olrfSon 
 unUmited, the Directors or Managers of the Company his Election 
 (if any), and the Member who proposes any Person for Liability 
 Election or Appointment to such Ofi&ce, shall add to ^^j^g^""' 
 such Proposal a Statement that the Liability of the 
 Person holding such Office will be unlimited, and the 
 Promoters, Directors, Managers, and Secretary (if any) 
 
 of such Company, or One of them, shall, before such 
 Person accepts such Office or acts therein, give him 
 Notice in Writing that his Liability will be unlimited. 
 ' If any Director, Manager, or Proposer make Default Penalty for 
 in adding such Statement, or if any Promoter, Director, gfv^J Notice. 
 Manager, or Secretary make Default in giving such 
 Notice, he shall be liable to a Penalty not exceeding 
 One hundred Pounds, and shall also be liable for any 
 Damage which the Person so elected or appointed may 
 sustain from such Default, but the Liability of the LiabUity 
 Person elected or appointed shall not be affected by by^ilgfect^ 
 such Default. 
 
 8. Any Limited Company under the Principal Act, Existing 
 whether formed before or after the Commencement of companies 
 this Act, may, by a Special Eesolution, if authorized ^^^'-Yr 
 so to do by its Regulations, as originally framed or solutions, 
 as altered by Special Resolution, from Time to Time JJ^^y Jj*" 
 modify ^ the Conditions contained in its Memorandum Directors 
 of Association so far as to render unUmited the Liability ""^^™^*^®*^- 
 of its Directors or Managers, or of the Managing 
 Director ; and such Special Eesolution shall be of the 
 
 same Validity as if it had been originally contained in 
 the Memorandum of Association, and a Copy thereof 
 shall be embodied in or annexed to every Copy of the 
 Memorandum of Association which is issued after the 
 passing of the Resolution, and any Default in this 
 respect shall be deemed to be a Default in complying 
 
132 
 
 THE COMPANIES ACT, 1867. 
 
 with the Provisions of the Fifty-fourth Section ^ of the 
 Principal Act, and shall be punished accordingly. 
 
 ^ Sect. 12 of the Companies Act, 1862, ante p. 5. 
 Mwfep. 24. 
 
 Power to / 
 Company 
 to reduce 
 Capital by 
 Special Re- 
 solution and 
 Order of 
 Court regis- 
 tered by 
 Registrar. 
 
 Company to 
 add "and 
 Reduced " 
 to its Name 
 for a limited 
 Period. 
 
 Company to 
 apply to the 
 Court for an 
 Order con- 
 firming Re- 
 duction 
 which may 
 be made 
 as herein 
 provided. 
 
 Beduction of Capital and Shares.^ 
 
 9. Any Company limited by Shares may, by Special 
 Resolution, so far modify the Conditions contained in 
 its Memorandum of Association, if authorized so to do 
 by its Regulations as originally framed or as altered by 
 Special Resolution, as to reduce "its Capital ; but no 
 such Resolution for reducing the Capital of any Com- 
 pany shall come into operation until an Order of the 
 Court is registered by the Registrar of Joint Stock 
 Companies, as is herein-after mentioned.^ 
 
 ^ Sects. 9 to 20 are altered and extended by the Companies Act, 
 1877, Sects. 3, 4, 5, post p. 146 et seq. ; see also the Companies Act, 
 1880, Sects. 3 and A, post p. 154. 
 2 Sect. 15, post p. 134. 
 
 10. The Company shall, after the Date of the pass- 
 ing of any Special Resolution for reducing its Capital, 
 add to its Name, until such Date as the Court may 
 fix, the Words " and Reduced," as the last Words in 
 its Name, and those Words shall, until such Date, be 
 deemed to be Part of the Name of the Company within 
 the Meaning of the Principal Act.^ 
 
 1 The Companies Act, 1862, Sects. 41 and 42, ante p. 19. 
 
 11. A Company which has passed a Special Resolu- 
 tion for reducing its Capital, may apply to the Court 
 by Petition for an Order confirming the Reduction, 
 and on the Hearing of the Petition the Court, if satis- 
 fied that with respect to every Creditor of the Company 
 who under the Provisions of this Act is entitled to 
 object to the Reduction, either his Consent to the 
 Reduction has been obtained, or his Debt or Claim 
 has been discharged or has determined, or has been 
 secured as herein-after provided,^ may make an Order 
 confirming the Reduction on such Terms and subject 
 to such Conditions as it deems fit. 
 
 1 Sect. 14, post p. 133. 
 
THE COMPANIES ACT, 1867. 133 
 
 12. The Expression "the Court" shall in this Act Definition 
 mean the Court which has Jurisdiction to make an cour?\ 
 Order for Winding up the petitioning Company, and 
 
 the Eighty-first ^ and Eighty-third Sections of the 
 Principal Act shall be construed as if the Term ' * Wind- Application 
 ing up" in those Sections included Proceedings under vict.c.S. 
 this Act, and the Court may in any Proceedings under sects. 8i, 83. 
 this Act make such Order as to Costs as it deems fit. 
 
 ^ Kepealed and replaced by the Companies (Winding-up) Act, 
 1890, Sect. 1, post p. 164. 
 
 13. Where a Company proposes to reduce its Capi-*Greditors 
 tal, every Creditor of the Company who at the Date p"ov?iIi*" 
 fixed by the Court is entitled to any Debt or Claim winding up 
 which, if that Debt were the Commencement of the to^Reduc- 
 Winding up of the Company, would be admissible in <^^**"- 
 Proof against the Company, shall be entitled to object 
 
 to the proposed Eeduction, and to be entered in the 
 Lists of Creditors who are so entitled to object. 
 
 The Court shall settle a List of such Creditors, and List of such 
 for that Purpose shall ascertain as far as possible besettied^ 
 without requiring an Application from any Creditor ^^^^ court, 
 the Names of such Creditors and the Nature and 
 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 entered or to be excluded 
 from the Right of objecting to the proposed Reduc- 
 tion. V 
 
 14. Where a Creditor whose Name is entered on the Court may 
 List of Creditors, and whose Debt or Claim is not Scon- 
 discharged or determined, does not consent to the !!?"* P.^ 
 proposed Reduction, the Court may (if it think fit) security^" 
 dispense with such Consent on the Company securing ^or Ms^^bt 
 the Payment 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 herein- 
 after mentioned ; (that is to say,) 
 
 (1.) If the full Amount of the Debt or Claim of the 
 Creditor is admitted by the Company, or, though 
 
134 THE COMPANIES ACT, 1867. 
 
 not admitted, is such as the Company are will- 
 ing to set apart and appropriate, then the full 
 Amount of the Debt or Claim shall be set apart 
 and appropriated. 
 (2.) If 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 con- 
 tingent or not ascertained, then the Court may, 
 if it think fit, 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 by the Court, 
 and the Amount fixed by the Court on such 
 Inquiry and Adjudication shall be set apart and 
 appropriated. 
 Order con- V 15, The Registrar of Joint Stock Companies upon 
 R^tStion the Production to him of an Order of the Court con- 
 showTn""*^ firming the Reduction of the Capital of a Company, 
 certain par- and the Delivery to him of a Copy of the Order and 
 ti^cap?ti\s o^ ^ Minute ^ (approved by the Court), showing with 
 altered to be respect to the Capital of the Company, as altered by 
 Registered. ^^^ Qrder, the Amount of such Capital, the Number 
 of Shares in which it is to be divided, and the Amount 
 of each Share, shall register the Order and Minute, 
 and on the Registr ation the Special Resolution con- 
 firmed by the Order so registered 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 Certi- 
 ficate shall be conclusive Evidence that all the Re- 
 quisitions of this Act with respect to the Reduction of 
 Capital have been complied with, and that the Capital 
 • of the Company is such as is stated in the Minute. 
 
 1 And see also the Companies Act, 1877, Sect. 4, post p. 147. 
 
THE COMPANIES ACT, 1867. 135 
 
 16. The Minute when registered shall be deemeoMinute to 
 to be substituted for the corresponding Part of the Mem(mm-°^ 
 Memorandum of Association of the Company, and dum of 
 shall be of the same Validity and subject to the same tion and 
 Alterations as if it had been originally contained in JJ^^e^abie 
 the Memorandum of Association ; and, subject as in only for 
 this Act mentioned, no Member of the Company, betwJen'^ 
 whether past or present, shall be liable in respect of ^^^""*^ 
 any Share to any Call or Contribution exceeding in shareTand 
 Amount the Difference (if any) between the Amount 8^?"g"as ^^ 
 which has been paid on such Share and the Amount fixed by 
 
 of the Share as fixed by the Minute. ^'^^""*^' 
 
 17. If any Creditor who is entitled in respect of Saving of 
 any Debt or Claim to object to the Reduction of the credito?s 
 Capital of a Company under this Act is, in consequence S^^o^^®^ ^f 
 of his Ignorance of the Proceedings taken with a View Proceed- 
 to such Reduction, or of their Nature and Effect with ^"^^• 
 respect to his Claim, not entered on the List of Credi- 
 tors, and after such Reduction the Company is unable, 
 within the Meaning of the Eightieth Section ^ of the 
 Principal Act, to pay to the Creditor the Amount of 
 
 such Debt or Claim, every Person who was a Member Liability of 
 of the Company at the Date of the Registration of the contritmte' 
 Order and Minute relating to the Reduction of the ^^/^^^^^^^ 
 Capital of the Company, shall be liable to contribute of such 
 for the Payment of such Debt or Claim an amount not ^'■®<^i<^rs. 
 exceeding the Amount which he would have been 
 liable to contribute if the Company had commenced 
 to be wound up on the Day prior to such Registration, 
 and on the Company being wound up, 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, may, if it think tit, settle a List 
 of such Contributories accordingly, and make and en- 
 force Calls and Orders on the Contributories settled on 
 such List in the same Manner in all respects as if they 
 were ordinary Contributories in a Winding up ; but the 
 Provisions of this Section shall not affect the Rights of 
 the Contributories of the Company among themselves. 
 1 Ante p. 34. 
 
136 THE COMPANIES ACT, 1867. 
 
 Copy of \J 18. A Minute when registered shall be embodied in 
 iSlJeto every Copy of the Memorandum of Association issued 
 be embodied after its Eegistratiou ; and if any Company makes 
 Memoran- Default in complying with the Provisions of this Section 
 Sodation ^* shall incur a Penalty not exceeding One Pound for 
 subse- each Copy in respect of which such Default is made, 
 Ssued.^ and every Director and Manager of the Company who 
 shall knowingly and wilfully authorize or permit such 
 1/ Default shall incur the like Penalty. 
 Penalty for 19. If any Director, Manager, or Officer of the 
 mrafoi Company wilfully conceals the Name of any Creditor 
 Name of of the Company who is entitled to object to the pro- 
 SSsrepre-"* posed Eeduction, or wilfully misrepresents the Nature 
 sentaWon ^ or Amount of the Debt or Claim of any Creditor of the 
 etc. ' Company, or if any Director or Manager of the Com- 
 
 pany aids or abets in or is privy to any such Conceal- 
 ment or Misrepresentation as aforesaid, every such 
 Director, Manager, or Officer shall be guilty of a Mis- 
 demeanor. 
 Power to V 20. The Powers of making Rules concerning Wind- 
 ^tenS^ ing up conferred by the [One hundred and seven- 
 to making tieth,! ] One hundred and seventy-first, One hundred 
 cernkig*" and Seventy- second, and One hundred and seventy- 
 Matterein^ third Sections of the Principal Act shall respectively 
 diction is extend to making Rules concerning Matters in which 
 this Act Jurisdiction is by this Act given to the Court which 
 has the Power of making an Order to wind up a Com- 
 pany, and until such Rules are made the Practice of 
 the Court in Matters of the same Nature shall, so far 
 as the same is applicable, be followed. 
 
 1 The nOth Section of the Principal Act ivas Repealed by the 
 Statute Law Revision Act, 1881. 
 
 Sub-division of Shares. 
 Y 
 Shares may 21. Any Company limited by Shares may by Special 
 
 into Shares Resolution so far modify the Conditions ^ contained in 
 
 of smaller i^s Memorandum of Association, if authorized so to do 
 
 by its Regulations as originally framed or as altered by 
 
 Special Resolution, as by Sub-division of its existing 
 
THE COMPANIES ACT, 1867. 137 
 
 Shares or any of them, to divide its Capital, or any 
 Part thereof, into Shares of smaller Amount than is 
 fixed by its Memorandum of Association. 
 
 Provided, that in the Sub-division of the existing Proportions 
 Shares the Proportion between the Amount v^hich is Amounts 
 paid and the Amount (if any) v^hich is unpaid on each paid and 
 Share of reduced Amount shall be the same as it was shares S^be 
 in the Case of the existing Share or Shares from which Preserved, 
 the Share of reduced Amount is derived. 
 
 ' The Companies Act, 1862, Sect. 12, ante p. 5. 
 
 22. The Statement of the Number and Amount of statement 
 the Shares into which the Capital of the Company is andASoSnt 
 divided contained in every Copy of the Memorandum of shares as 
 
 £ . • i.- • T p- i.1 • £ 1 altered to be 
 
 or Association issued alter the passing oi any such embodied 
 Special Eesolution, shall be in accordance with such*"^®™^J" 
 
 fC !• T/^ ^ • ^ 1-r-vci anuum of 
 
 Resolution ; and any Company which makes Default Association 
 in complying with the Provisions of this Section shall quentiy 
 incur a Penalty not exceeding One Pound for each issued. 
 Copy in respect of which such Default is made ; and 
 every Director and Manager of the Company who 
 knowingly or wilfully authorizes or permits such 
 Default shall incur the like penalty. 
 
 Associations not for Profit. 
 
 23. Where any Association is about to be formed Special 
 under the Principal Act as a Limited Company, if it Ts to^Asso- 
 proves to the Board of Trade that it is formed for the J^^^^^J^f^j^ 
 Purpose of promoting Commerce, Art, Science, Re- purposes 
 iigion. Charity, or any other useful Object, and that it "otofGain. 
 is the Intention of such Association to apply the Profits, 
 
 if any, or other Income of the Association, in promot- 
 ing its Objects, and to prohibit the Payment of any 
 Dividend to the Members of the Association, the 
 Board of Trade may by Licence, under the Hand of 
 One of the Secretaries or Assistant Secretaries, direct 
 such Association to be registered with Limited Lia- 
 bility,! without the Addition of the Word "Limited" 
 to its Name, and such Association may be registered 
 
138 THE COMPANIES ACT, 1867. 
 
 accordingly, and upon Registration shall enjoy all the 
 Privileges and be subject to the Obligations by this 
 Act imposed on Limited Companies, with the Excep- 
 tions that none of the Provisions of this Act that 
 require a Limited Company to use the Word " Limited" 
 as any Part of its Name, or to publish its Name, or 
 to send a List of its Members, Directors, or Managers 
 to the Registrar, shall apply to an Association so 
 registered. 
 
 The Licence by the Board of Trade may be granted 
 upon such Conditions and subject to such Regulations 
 as the Board thinks fit to impose, and such Conditions 
 and Regulations shall be binding on the Association, 
 and may, at the Option of the said Board, be inserted 
 in the Memorandum and Articles of Association, or 
 in both or One of such Documents. 
 
 1 The Companies Act, 1862, Sect. 18, ante p. 8. 
 
 Calls upon Shares. 
 
 Company 24. Nothing contained in the Principal Act shall 
 
 someShTres ^® deemed to prevent any Company under that Act, 
 
 fiUypaid if authorized by its Regulations as originally framed 
 
 not. ^™ or as altered by Special Resolution, from doing any 
 
 One or more of the following Things; namely, — 
 
 ^ (1.) Making Arrangements on the Issue of Shares 
 
 for a Difference between the Holders of such 
 
 Shares in the Amount of Calls to be paid, and 
 
 in the Time of Payment of such Calls : 
 
 (2.) Accepting from any Member of the Company 
 
 who assents thereto 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 : 
 
 (3.) Paying Dividend in proportion to the Amount 
 
 paid up on each Share in Cases where a larger 
 
 Amount is paid up on some Shares than on 
 
 others. 
 
THE COMPANIES ACT, 1867. 139 
 
 25.^ Every Share in any Company shall be deemed and taken Manner in 
 to have been issued and to be held subject to the Payment of ^"^^ch 
 the whole Amount thereof in Cash, unless the same shall have ^^ be^fstued 
 been otherwise determined by a Contract duly made in Writing, and held, 
 and filed with the Registrar of Joint Stock Companies at or 
 before the Issue of such Shares. 
 
 1 Repealed by tJw Companies Act, 1900, and replaced by Sect. 4 
 {2), post p. 204, and Sect. 7 (1), post p. 207, of that Act. 
 
 Transfer of Shares.^ 
 
 26. A Company shall on the Application of the Transfer 
 Transferor of any Share or Interest in the Company JJ^stered 
 enter in its Eegister of Members the Name of the at Request 
 Transferee of such Share or Interest, in the same feror!*"^ 
 Manner^ and subject to the same Conditions as if the 
 Apphcation for such Entry were made by the Trans- 
 feree. 
 
 1 The Companies Act, 1862, Sect. 22, ante p. 10. 
 ^The Companies Act, 1862, Sect. 35, ante p. 11. 
 
 Share Warrants to Bearer. 
 
 27. Ill the Case of a Company limited by Shares the Warrants 
 Company, if authorized so to do by its Eegulations as paw^p 
 originally framed or as altered by Special Eesolution, shares or 
 and subject to the Provisions of such Eegulations, be**issued*u» 
 may, with respect to any Share which is fully paid up, JJ^™!^"^ 
 or with respect to Stock, issue under their Common Seal 
 
 a Warrant stating that the Bearer of the Warrant is 
 entitled to the Share or Shares or Stock therein speci- 
 fied, and may provide, by Coupons or otherwise, for 
 the Payment of the future Dividends on the Share or 
 Shares or Stock included in such Warrant, herein-after 
 referred to as a Share Warrant. 
 
 28. A Share Warrant shall entitle the Bearer of Effect of 
 such Warrant to the Shares or Stock specified in it, warrant: 
 and such Shares or Stock may be transferred by the Transfer of 
 Delivery of the Share Warrant. leiwlrj^ 
 
140 THE COMPANIES ACT, 1867. 
 
 Tiie Bearer 29. The Bearer of a Share Warrant shall, subject 
 Warrant^ to the Eegulations of the Company, be entitled, on 
 eSeredin surrendering such Warrant for Cancellation, to have 
 the Register his Name entered as a Member in the Eegister of 
 on^eiTve?-^ Members, and the Company shall be responsible for 
 mgupthe any Loss incurred by any Person by reason of the 
 fofcan- Company entering in its Register of Members the 
 ceiiation. Name of any Bearer of a Share Warrant in respect 
 
 of the Shares or Stock specified therein without the 
 
 Share Warrant being surrendered and cancelled, 
 lieguiations 30. The Bearer of a Share Warrant may, if the 
 panymay Regulations of the Company so provide, be deemed to 
 Bearer of ^^ ^ Member of the Company within the Meaning of 
 a Share the Principal Act,i either to the full Extent or for such 
 Kibei% ^ Purposes as may be prescribed by the Regulations : 
 but not so Provided that the Bearer of a Share W^ arrant shall 
 him s?s"a ^ Qot be qualified in respect of the Shares or Stock 
 respectof" specified in such Warrant for being a Director or 
 such Shares. Manager of the Company in Cases where such a 
 
 Qualification is prescribed by the Regulations of the 
 
 Company. 
 
 1 The Companies Act, 1862, Sect. 23, ante p. 10. 
 
 Entries in 31. On the Issue of a Share Warrant in respect of 
 
 whereShare ^^J Share or Stock the Company shall strike out of 
 
 Warrant its Register of Members the Name of the Member 
 
 issue . ^j^^^ entered therein as holding such Share or Stock 
 
 as if he had ceased to be a Member, and shall enter 
 
 in the Register the following Particulars : 
 
 (1.) The fact of the Issue of the Warrant : 
 
 (2.) A Statement of the Shares or Stock included in 
 
 the Warrant, distinguishing each Share by its Number : 
 
 (3.) The Date of the Issue of the Warrant : 
 And until the Warrant is surrendered the above Par- 
 ticulars shall be deemed to be the Particulars which 
 are required by the Twenty-fifth Section of the Principal 
 Act to be entered in the Register of Members of a 
 Company ; and on the Surrender of a Warrant the 
 Date of such Surrender shall be entered as if it were 
 the Date at which a Person ceased to be a Member. 
 
THE COMPANIES ACT, 1867. 141 
 
 32. After the Issue by the Company of a Share Particulars 
 Warrant the annual Summary required by the Twenty- warranS^^ 
 sixth Section of the Principal Act shall contain the to be con- 
 following Particulars, — the total Amount of Shares or Annual 
 Stock for which Share Warrants are outstanding at the s»i^™ai'y- 
 Date of the Summary, and the total Amount of Share 
 Warrants which have been issued and surrendered 
 respectively since the last Summary was made, and 
 
 the Number of Shares or Amount of Stock comprised 
 in each Warrant. 
 
 33. There shall be charged on every Share Warrant stamps on 
 a Stamp Duty of an Amount equal to Three Times the warrants. 
 Amount of the ad valorem Stamp Duty which would 
 
 be chargeable on a Deed transferring the Share or 
 Shares or Stock specified in the Warrant, if -the Con- 
 sideration for the Transfer were the nominal Value of 
 such Share or Shares or Stock. 
 
 34. Whosoever forges or alters, or offers, utters, dis- Penalties 
 poses of, or puts off, knowing the same to be forged or committiri 
 altered, any Share Warrant or Coupon, or any Document Forgery, 
 purporting to be a Share Warrant or Coupon, issued 
 
 in pursuance of this Act, or demands or endeavours to 
 obtain or receive any Share or Interest of or in any 
 Company under the Principal Act, or to receive any 
 Dividend or Money payable in respect thereof, by virtue 
 of any such forged or altered Share Warrant, Coupon, 
 or Document, purporting as aforesaid, knowing the same 
 to be forged or altered, with Intent in any of the Cases 
 aforesaid to defraud, shall be guilty of Felony, and 
 being convicted thereof shall be liable to be kept in 
 Penal Servitude for Life. 
 
 35. Whosoever falsely and deceitfully personates Penalties 
 any Owner of any Share or Interest of or in any gjgefy^per- 
 Company, or of any Share Warrant or Coupon issued in sonatmg 
 pursuance of this Act, and thereby obtain or endeavours shares^on^ 
 to obtain any such Share or Interest, or Share Warrant ^^^^ ^^^^ 
 or Coupon, or receives or endeavours to receive any 
 Money due to any such Owner, as if such Offender 
 
 were the true and lawful Owner, shall be guilty of 
 Felony, and being convicted thereof shall be liable to 
 be kept in Penal Servitude for Life. 
 
142 THE COMPANIES ACT, 1867. 
 
 Penalties 36. Whosoever, without lawful Authority or Excuse, 
 engraving^ the Proof whereof shall be on the Party accused, en- 
 piates, etc. graves or makes upon any Plate, Wood, Stone, or other 
 Material any Share Warrant or Coupon purporting 
 to be a Share Warrant or Coupon issued or made by 
 any particular Company under and in pursuance of 
 this Act, or to be a blank Share Warrant or Coupon 
 issued or made as aforesaid, or to be a Part of such a 
 Share Warrant or Coupon, or uses any such Plate, 
 Wood, Stone, or other Material for the making or print- 
 ing any such Share Warrant or Coupon, or any such 
 blank Share Warrant or Coupon, or any Part thereof 
 respectively, or knowingly has in his Custody or Pos- 
 session any such Plate, Wood, Stone, or other Material, 
 shall be guilty of Felony, and being convicted thereof 
 shall be liable to be kept in Penal Servitude for any 
 Term not exceeding Fourteen Years. 
 
 Contracts. 
 
 Contracts 37« Contracts on behalf of any Company under the 
 Companies^ Principal Act may be made as follows ; (that is to say,) 
 how to be (1.) Any Contract which if made between private 
 " ^' Persons would be by Law required to be in 
 
 Writing, and if made according to English Law 
 to be under Seal, may be made on behalf of the 
 Company in Writing under the Common Seal 
 of the Company, and such Contract may be in 
 the same Manner varied or discharged : 
 (2.) Any Contract which if made between private 
 Persons would be by Law required to be in 
 Writing, and signed by the Parties to be charged 
 therewith, may be made on behalf of the Com- 
 pany in Writing signed by any Person acting 
 under the express or implied Authority of the 
 Company, and such Contract may in the same 
 Manner be varied or discharged : 
 (3.) Any Contract which if made between private 
 Persons would by Law be valid although made 
 by Parol only, and not reduced into Writing, 
 
THE COMPANIES ACT, 1867. 143 
 
 may be made by Parol on behalf of the Com- 
 pany by any Person acting under the express 
 or implied Authority of the Company, and such 
 Contract may in the same Way be varied or 
 discharged : 
 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, Executors, 
 or Administrators, as the Case may be. 
 
 38.^ Every Prospectus of a Company, and every Notice inviting Prospectus, 
 Persons to subscribe for Shares in any Joint Stock Company, etc., tospe- 
 shall specify the Dates and the Names of the Parties to any ^^^ Names 
 Contract entered into by the Company, or the Promoters, Direc- of Parties 
 tors, or Trustees thereof, before the Issue of such Prospectus or to any Con- 
 Notice, w^hether subject to Adoption by the Directors or the J^^^^^J™*^® 
 Company, or otherwise; and any Prospectus or Notice not issue of such 
 specifying the same shall be deemed fraudulent on the Part of Prospectus, 
 the Promoters, Directors, and Officers of the Company knowingly ®*^- 
 issuing the same, as regards any Person taking Shares in the 
 Company on the Faith of such Prospectus, unless he shall have 
 had Notice of such Contract. 
 
 1 Repealed by the Companies Act, 1900, and replaced by Sect. 10 
 of that Act, post p. 209. 
 
 Meetings. 
 
 39.^ Every Company formed under the Principal Act after the Company to 
 Commencement of this Act shall hold a General Meeting within iJJg*^^hfn" 
 Four Months after its Memorandum of Association is registered ; pour 
 and if such Meeting is not held the Company shall be liable to Months 
 a Penalty not exceeding Five Pounds a Day for every Day after ^Pf^ ^ 
 the Expiration of such Four Months until the Meeting is held ; ^«^^»*i^"- 
 and every Director or Manager of the Company, and every 
 Subscriber of the Memorandum of Association, who knowingly 
 authorizes or permits such Default, shall be liable to the same 
 Penalty. 
 
 1 Repealed by the Compa^iies Act, 1900, and replaced by Sect. 12 
 of that Act, post p. 213. 
 
 Winding up. contnbu- 
 
 ^ ^ tory when 
 
 40. No Contributory of a Company under the Prin- fied?r"' 
 cipal Act shall be capable of presenting a Petition present 
 for winding up such Company i unless the Members of Petition '^^ 
 
144 
 
 THE COMPANIES ACT, 1867. 
 
 Companies 
 not ex- 
 empted 
 from the 
 Second or 
 Third Pro- 
 visions of 
 25 & 26 
 Vict. c. 89. 
 sect. 196. 
 
 the Company are reduced in Number to less than 
 Seven,2 or unless the Shares in respect of which he is 
 a Contributory, or some of them, either were originally 
 allotted to him or have been held by him, and re- 
 gistered in his Name, for a Period of at least Six 
 Months during the Eighteen Months previously to the 
 Commencement of the Winding up, or have devolved 
 upon him through the Death of a former Holder : 
 
 Provided that where a Share has during the whole 
 or any Part of the Six Months been held by or re- 
 gistered in the Name of the Wife of a Contributory 
 either before or after her Marriage, or by or in the 
 Name of any Trustee or Trustees for such Wife or for 
 the Contributory, such Share shall for the Purposes 
 of this Section be deemed to have been held by and 
 registered in the Name of the Contributory. 
 
 1 The Companies Act, 1862, Sect. 82, ante p. 36. 
 
 2 The Companies Act, 1862, Sect. 79 (3), ante p. 34. 
 
 41 to 46. These Sections, which only deal with the Adminis- 
 trative Machinery for winding up Companies are repealed by 
 the Companies (Winding-up) Act, 1890, Sects. 1, 2, 3 {post p 164) 
 whereof replace these repealed Sections. 
 
 Saving. 
 
 47- Nothing in this Act contained shall exempt any 
 Company from the Second or Third Provisions ^ of 
 the One hundred and ninety-sixth Section of the 
 Principal Act, restraining the Alteration of any Pro- 
 vision in any Act of Parliament or Charter. 
 
 1 Apparently a mistake for " third or fourth," ante p. 82. 
 
THE JOINT STOCK COMPANIES 
 ARRANGEMENT ACT, 1870. 
 
 (33 & 34 Victoria, Chapter 104.) 
 
 1. This Act may be cited as "The Joint Stock short title. 
 Companies Arrangement Act, 1870." 
 
 2. Where any compromise or arrangement shall be where com- 
 proposed between a company which is, in the course proJoUd 
 of being wound up, either voluntarily ^ or by or under court of 
 the supervision of the Court,^ under the Companies may"ordera 
 Acts, 1862 and 1867, or either of them, and the credi- ™|^fi;;^^^ 
 tors of such company,^ or any class of such creditors,^ etc., to de- 
 it shall be lawful for the Court, in addition to any sJjJh^om- 
 other of its powers, on the application in a summary promise, 
 way of any creditor or the liquidator, to order that a 
 meeting of such creditors or class of creditors shall be 
 summoned in such manner as the Court shall direct, 
 
 and if a majority in number representing three-fourths 
 in value of such creditors or class of creditors present 
 either in person or by proxy at such meeting shall 
 agree to any arrangement or compromise, such ar- 
 rangement or compromise shall, if sanctioned by an 
 order of the Court, be binding on all such creditors 
 or class of creditors, as the case may be, and also on 
 the liquidator and contributories of the said company. 
 
 1 The Companies Act, 1862, Sects. 136, 137, ante pp. 57, 68. 
 
 2 The Companies Act, 1862, Sect. 159, ante p. 64. 
 
 •^ Extended to members of the company or any class thereof 
 by the Companies Act, 1900, Sect. 24:, post p. 222. 
 
 3. The word " Company " in this Act shall mean interpreta- 
 any company hable to be wound up under " The *^**"' 
 Companies Act, 1862." ^«»»^i,, 
 
 4. This Act shall be read and construed as part of Act to be 
 '' The Companies Act, 1862." gSheV*" 
 
 10 
 
THE COMPANIES ACT, 1877. 
 
 (40 & 41 Victoria, Chaptee 26.) 
 
 Whereas doubts have been entertained whether the 
 
 power given by the Companies Act, 1867, to a 
 
 30 & 31 Vict. company of reducing its capital extends to paid-up 
 
 ^' ^^^' capital, and it is expedient to remove such doubts : 
 
 Be it enacted by the Queen's most Excellent Majesty, 
 
 by and with the advice and consent of the Lords 
 
 Spiritual and Temporal, and Commons, in this 
 
 present Parliament assembled, and by the authority 
 
 of the same, as follows : 
 
 Short title. 1. This Act may be cited for all purposes as the 
 
 Companies Act, 1877. 
 Construe- 2. This Act shall, so far as is consistent with the 
 25*&26 Vict, tenor thereof, be construed as one with the Companies 
 
 3b&31 Vict ^^^^' ^^^'^ ^^^ ^^^'^' ^^^ ^^® ®^^^ ^^^^ ^^^ *^^^ ^^^ 
 c. 131. "may be referred to as " The Companies Acts, 1862, 
 
 1867, and 1877." 
 Construc-y 3. The word "capital" as used in the Companies 
 "^capital" Act, 1867, shall include paid-up capital ; and the power 
 and powers to reduce Capital conferred by that Act i shall include 
 capital in a power to cancel any lo^ cap ital, or any capital 
 c!^m ^ ^^^^' nm^epresented by^available assets, or to pay off any 
 capital which may be in excess of the^wants of the 
 company; 2 and paid-up capi^ may be reduced either 
 with or without extinguishing or reducing the liability \ 
 (if any) remaining on the shares of the company, and^ 
 to the extent to which such liabiUty is not extinguished 
 or reduced it shall be deemed to be preserved, notwith- 
 standing anything contained in the Companies Act, 
 1867. 
 
 1 Sects. 9 to 20 thereof, ante p. 132 et seq. 
 
 2 Or to return accumulated profits, by the Companies Act, 
 1880, Sect. 3, post p. 154. 
 
THE COMPANIES ACT, 1877. 147 
 
 4. The provisions of the Companies Act, 1867/ as Application 
 amended by this Act, shall apply to any company sk)?^^/ 
 reducing its capital in pursuance of this Act and of the 30&3ivict. 
 Companies Act, 1867, 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. 
 
 (1.) The creditors of the company shall not, unless 
 the Court otherwise direct, be entitled to object 
 or required to consent to the reduction ; and 
 (2.) 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 mentioned in 
 the Companies Act, 1867.^ so & 31 vict. 
 
 In any case that the Court thinks fit so to do, it may ^- 1^^-* 
 require the company to publish in such manner as it 
 thinks fit the reasons 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 re- 
 lation to the reduction of its capital by a company, 
 and, if the Court thinks fit, the causes which led to 
 such reduction. 
 
 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 proposed to be 
 deemed to have been paid up on each share. 
 
 1 Sects. 9 to 20 thereof, ante p. 132 et seq. 
 
 2 In Sect. 10 thereof, ante p. 132. 1 / 
 
 5. Any company limited by shares may so far modify Power to 
 the conditions contained in its memorandum of associa- ''educe 
 tion, if authorised so to do by its regulations as origin- the can- 
 ally framed or as altered by special resolution, as to of "n^i^sued 
 reduce its capital by cancelling any shares which, at the shares. 
 date of the passing of such resolution, have not been 
 
148 THE COMPANIES ACT, 1877. 
 
 taken or agreed to be taken by any person ; and tbe 
 provisions 1 of "The Companies Act, 1867," shall not 
 apply to any reduction of capital made in pursuance 
 of this section. 
 
 1 Sects. 9 to 20 thereof, ante p. 132. 
 
 Certified 6. And whereas it is expedient to make provision 
 
 documents ^^r the reception as legal evidence of certificates of 
 evidence incorporation other than the original certificates, and 
 25<fc26Vict. of certified copies of or extracts from any documents 
 S)&'3i Vict. ^^®^ ^^^ registered under the Companies Acts, 1862 
 c. 131. to 1877 : Be it enacted, that any certificate ^ of the 
 
 c!^26.*^ ^'^'^' incorporation of any company given by the registrar or 
 by any assistant registrar for the time being 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 offices for the registration of joint stock companies 
 in England, Scotland, or Ireland if duly certified to be 
 a true copy under the hand of the registrar or one of 
 the assistant registrars for the time being, and whom 
 it shall not be necessary to prove to be the registrar or 
 assistant registrar, shall, in all legal proceedings, civil 
 or criminal, and in all cases whatsoever, be received in 
 evidence as of equal validity with the original docu- 
 ment. 
 
 1 The Companies Act, 1900, Sect. 1, post p. 202. 
 '"^The Companies Act, 1862, Sect. 174 (5), ante p. 72. 
 
THE COMPANIES ACT, 1879. 
 
 (42 & 43 Victoria, Chapter 76.) 
 
 1, This Act may be cited as the Companies Act, 1879. short title 
 
 2. This Act shall not apply to the Bank of England. Act not to 
 
 ^' ^^ ^ ^ apply to 
 
 Bank of 
 England. 
 
 3. "This Act shall, so far as is consistent with the Act to be 
 tenor thereof, be construed as one with the Companies ^"^*™®*^ 
 Acts, 1862, 1867, and 1877. 25&26Vict. 
 
 c. 89 
 
 30 & 31 Vict. 
 
 c. 131, and 
 
 40 & 41 Vict. 
 
 C.26. 
 
 4. Subject as in this Act mentioned, any company Registra- 
 registered before or after the passing of this Act as an tionanewof 
 unlimited company may register under the Companies 25 & 26 vict. 
 Acts, 1862 to 1879, as a limited company, or any com- ^q^'j^j vict. 
 pany already registered as a limited company may re- c. 131. 
 register under the provisions of this Act. c. 20. 
 
 The registration of an unlimited company as a ^^i^"^'^ ^ '*^*' 
 limited company in pursuance of this Act shall not 
 affect or prejudice any debts, liabilities, obligations, or 
 contracts incurred or entered into by, to, with, or on 
 behalf of such company prior to registration, and such 
 debts, liabilities, contracts, and obligations may be en- 
 forced in manner provided by Part VII. of the Com- 25&2t>vict. 
 panics Act, 1862,^ in the case of a company registering ^- ^^• 
 in pursuance of that Part. 
 
 iThe Companies Act, 1862, Sects. 195 and 196 (5), ante pp. 
 82, 83. 
 
150 
 
 THE COMPANIES ACT, 1879. 
 
 Reserve Y 5. An unlimited company may, by the resolution ^ 
 com^ny^ passcd by the members when assenting to registration 
 ^idecf'^^ as a limited company under the Companies Acts, 1862 
 25 & 26 Vict, to 1879, and for the purpose of such registration, or 
 30 & 31 Vict, ottie^^wise, increase the nominal amount of its capital 
 c. 131. by increasing the nominal amount of each of its shares, 
 
 c. 26. ^^ ' Provided always, that no part of such increased 
 J2&43Vict. capital shall be capable of being called up, except in 
 the event of and for the purposes of the company being 
 wound up. 
 
 And, in cases where no such increase of nominal 
 capital may be resolved upon, an unlimited company 
 may, by such resolution as aforesaid, provide that a 
 portion of its uncalled capital shall not be capable of 
 being called up, except in the event of and for the pur- 
 poses of the company being wound up. 
 
 A limited company may by a special resolution 
 declare that any portion of its capital which has not 
 been already called up shall not be capable of being 
 called up, except in the event of and for the purpose 
 of the company being wound up ; and thereupon such 
 portion of capital shall not be capable of being called 
 up, except in the event of and for the purposes of the 
 company being wound up. 
 
 ^ The Companies Act, 1862, Sect. 179 (5), ante p. 76. 
 
 6. A bank of issue registered as a limited company,, 
 either before or after the passing of this x\ct, shall not 
 be entitled to limited liability in respect of its notes ; 
 and the members thereof shall continue liable in re- 
 spect of its notes in the same manner as if it had been 
 registered as an unlimited company ; but in case the 
 general assets of the company are, in the event of the 
 company being wound up, insufficient to satisfy the 
 claims of both the note-holders and the general creditors, 
 then the members, after satisfying the remaining de- 
 mands of the note-holders, shall be liable to contribute 
 towards payment of the debts of the general creditors 
 a sum equal to the amount received by the note-holders 
 out of the general assets of the company. 
 
 Liability of 
 bank of 
 issue un- 
 limited in 
 respect of 
 
THE COMPANIES ACT, 1879. 151 
 
 For the purposes of this section the expression " the 
 general assets of the company " means the funds avail- 
 able for payment of the general creditor as well as the 
 note-holder. 
 
 It shall be lawful for any bank of issue registered as 
 a limited company to make a statement on its notes to 
 the effect that the limited liability does not extend to 
 its notes, and that the members of the company 
 continue liable in respect of its notes in the same 
 manner as if it had been registered as an unlimited 
 company. 
 
 7.^ (1.) Once at the least in every year the accounts Audit of 
 of every banking company registered after the passing banking °^.' 
 of this Act as a limited company shall be examined by companies.' 
 an auditor or auditors, who shall be elected annually 
 by the company in general meeting. 
 
 (2.) A director or officer of the company shall not 
 be capable of being elected auditor of such company. 
 
 (3.) An auditor on quitting office shall be re-eligible. 
 
 (4.) If any casual vacancy occurs in the office of any 
 auditor the surviving auditor or auditors (if any) may 
 act, but if there is no surviving auditor, the directors 
 shall forthwith call an extraordinary general meeting 
 for the purpose of supplying the vacancy or vacancies 
 in the auditorship. 
 
 (5.) Every auditor shall have a list delivered to him 
 of all books kept by the company, and shall at all 
 reasonable times have access to the books and accounts 
 of the company ; and any auditor may, in relation to 
 such books and accounts, examine the directors or any 
 other officer of the company : Provided that if a bank- 
 ing company has branch banks beyond the limits of 
 Europe, it shall be sufficient if the auditor is allowed 
 access to such copies of and extracts from the books 
 and accounts of any such branch as may have been 
 transmitted to the head office of the banking company 
 in the United Kingdom. 
 
 (6.) The auditor or auditors shall make a report to 
 the members on the accounts examined by him or 
 them, and on every balance sheet laid before the 
 
152 THE COMPANIES ACT, 1879. 
 
 company in general meeting during his or their tenure 
 of office ; and in every such report shall state whether, 
 in his or their opinion, the balance sheet referred to in 
 the report is a full and fair balance sheet properly 
 drawn up, so as to exhibit a true and correct view of 
 the state of the company's affairs, as shown by the 
 books of the company ; and such report shall be read 
 before the company in general meeting. 
 
 (7.) The remuneration of the auditor or auditors 
 shall be fixed by the general meeting appointing 
 such auditor or auditors, and shall be paid by the 
 company. 
 
 iThe Companies Act, 1900, Sects. 21, 22, 23, post pp. 220, 221. 
 
 Signature 8. Every balance sheet submitted to the annual or 
 sheet.^"*'^ other meeting of the members of every banking com- 
 pany registered after the passing of this Act as a 
 limited company shall be signed by the auditor or 
 auditors, and by the secretary or manager (if any), 
 and by the directors of the company, or three of such 
 directors at the least. 
 Appiica- 9. On the registration, in pursuance of this Act, of 
 
 25*&26Vict ^ company which has been already registered, the 
 c. 89., registrar shall make provision for closing the former 
 
 c!^m.l and^' registration of the company, and may dispense with 
 *o&4ivict. the delivery to him of copies of any documents with 
 25 & 26 Vict, copies of which he was furnished on the occasion of 
 30* 31 Vict. *^® original registration of the company ; i but, save 
 c. 131., as aforesaid, the registration of such a company shall 
 c. 26.! and *^^^ place in the same manner and have the same 
 *2&43Vict. effect as if it were the first registration of that com- 
 pany under the Companies Acts, 1862 to 1879, and 
 as if the provisions of the Acts under which the com- 
 pany was previously registered and regulated had 
 been contained in different Acts of Parliament from 
 those under which the company is registered as a 
 limited company. 
 
 ^The Companies Act, 1862, Sects. 183 to 185, ante p. 77 et 
 
THE COMPANIES ACT, 1879. 153 
 
 10. A company authorised to register under this Privileges 
 Act may register thereunder and avail itself of the available 
 privileges conferred by this Act, notwithstanding any "j*^^^jj' . 
 provisions ^ contained in any Act of Parliament, royal constitution 
 charter, deed of settlement, contract of co-partnery, '^^ t^ompany- 
 <cost book regulations, letters patent, or other instru- 
 ment constituting or regulating the company. 
 
 ^The Companies Act, 1862, Sect. 179 (1), (2), ante p. 75. 
 
THE COMPANIES ACT, 1880. 
 
 (43 Victoria, Chapter 19.) 
 
 Short title. 1. This Act may be cited for all purposes as the- 
 
 Companies Act, 1880. 
 Construe- 2. This Act shall, so far as is consistent with the 
 25*&26 Vict tenor thereof, be construed as one with the Companies 
 c- 89., ■ Acts, 1862, 1867, 1877, and 1879. 
 
 oU cfc ol Vict. 
 
 c. 131., 
 
 40 & 41 Vict. 
 
 c. 26., 
 
 42 & 43 Vict. 
 
 c. 76. ^ 
 
 Accumu- V 3^ When any Company has accumulated a sum of 
 raiy^^b^'^''**''^ undivided profits, which with the consent of the share- 
 returned holders may be distributed among the shareholders in 
 hoidere^in the form of a dividend or bonus, it shall be lawful for 
 of paid-up *^® Company, by special resolution, to return the 
 capital. same, or any part thereof, to the shareholders in re- 
 duction of the paid-up capital of the Company,^ the 
 unpaid capital being thereby increased by a similar 
 amount. The powers vested in the directors of making 
 calls upon the shareholders in respect of moneys un- 
 paid upon their shares shall extend to the amount of 
 the unpaid capital as augmented by such reduction. 
 
 1 The Companies Act, 1867, Sects. 9 to 20, ante p. 132 et seq.,. 
 and the Companies Act, 1877, Sects. .3, 4, ante pp. 146, 147. 
 
 Noresoiu- 4, No such Special resolution as aforesaid ^ shall 
 effect^tin ^ take effect until a memorandum, showing the particu- 
 have been^ lars ^ required by law in the case of a reduction of 
 registered, capital by Order of the court, shall have been produced 
 to and registered by the Eegistrar of Joint Stock Com- 
 panies. 
 
 ^ Preceding Section. 
 
 2Tjje Companies Act, 1867, Sect. 15, ante p. 134, and the 
 Companies Act, 1877, Sect. 4, ante p. 147. 
 
THE COMPANIES ACT, 1880. 155 
 
 5. Upon any reduction of paid-up capital made in Power to 
 pursuance of this Act, it shall be lawful for any share- hofder*'^^ 
 holder, or for any one or more of several joint share- ^*^^™ ®?^ 
 holders, within one month after the passing of the passing of 
 special resolution for such reduction, to require the trrequSe 
 Company to retain, and the Company shall retain Company 
 accordingly, the whole of the moneys actually paid moifeyspaid 
 upon the shares held by such person, either alone or JPJJf^j^^*''®^ 
 jointly with any other person or persons, and which, such person, 
 in consequence of such reduction, would otherwise be 
 returned to him or them, and thereupon the shares in 
 respect of which the said moneys shall be so retained 
 
 shall, in regard to the payment of dividends thereon, 
 be deemed to be paid up to the same extent only as 
 the shares on which payment as aforesaid has been 
 accepted by the shareholders in reduction of their paid- 
 up capital, and the Company shall invest and keep 
 invested the moneys so retained in such securities 
 authorised for investment by trustees as the Company 
 shall determine, and upon the money so invested, or 
 upon so much thereof as from time to time exceeds 
 the amount of calls subsequently made upon the shares 
 in respect of which such moneys shall have been re- 
 tained, the Company shall pay such interest as shall be 
 received by them from time to time on such securities, 
 and the amount so retained and invested shall be held 
 to represent the future calls which may be made to 
 replace the capital so reduced on those shares, whether 
 the amount obtained on sale of the whole or such pro- 
 portion thereof as represents the amount of any call company 
 when made, produces more or less than the amount of amXnt? 
 
 such call. ^vhich 
 
 6. From and after such reduction of capital the holders 
 Company shall specify in the annual hsts of members, Jjui'r^edthem 
 to be made by them in pursuance of the twenty-sixth to retain 
 section i of the Companies Act, 1862, the amounts which ""30^10^" ^' ' 
 any of the shareholders of the Company shall have specify 
 required the Company to retain, and the Company of profits 
 shall have retained accordingly, in pursuance of the JoSre- 
 lifth section of this Act, and the Company shall also holders, 
 specify in the statements of account laid before any c!'^.^^^**'** 
 
156 
 
 THE COMPANIES ACT, 1880. 
 
 Power of 
 Registrar 
 to strike 
 names of 
 defunct 
 Companies 
 off register. 
 
 general meeting of the Company the amount of the 
 undivided profits of the Company which shall have 
 been returned to the shareholders in reduction of the 
 paid-up capital of the Company under this Act. 
 1 Ante p. 72. 
 
 7.^ — (1.) Where the Registrar of Joint Stock Com- 
 panies has reasonable cause to believe that a Company, 
 whether registered before or after the passing of this 
 Act, is not carrying on business or in operation, he 
 shall send to the Company by post a letter inquiring 
 whether the Company is carrying on business or in 
 operation. 
 
 (2.) If the Registrar does not within one month of 
 sending the letter receive any answer thereto, he shall 
 within fourteen days after the expiration of the month 
 send to the Company by post a registered letter re- 
 ferring to the first letter, and stating that no answer 
 thereto has been received by the Registrar, and that if 
 an answer is not received to the second letter within 
 one month from the date thereof, a notice will be pub- 
 lished in the Gazette with a view to striking the name 
 of the Company off the register. 
 
 (3.) If the Registrar either receives an answer from 
 the Company to the effect that it is not carrying 
 on business or in operation, or does not within one 
 month after sending the second letter receive any 
 answer thereto, the Registrar may publish in the 
 Gazette and send to the Company a notice that at the 
 expiration of three months from the date of that notice 
 the name of the Company mentioned therein will, 
 unless cause is shown to the contrary, be struck off 
 the register and the Company will be dissolved. 
 
 (4.) At the expiration of the time mentioned in the 
 notice the Registrar may, unless cause to the contrary 
 is previously shown by such Company, strike the name 
 of such Company off the register, and shall publish 
 notice thereof in the Gazette, and on the publication 
 in the Gazette of such last-mentioned notice the Com- 
 pany whose name is so struck off shall be dissolved : 
 Provided that the liability (if any) of every director, 
 
THE COMPANIES ACT, 1880. 157 
 
 inanaging officer, and member of the Company shall 
 continue and may be enforced as if the Company had 
 not been dissolved. 
 
 (5. ) If any Company or member [or creditor] thereof This .sub- 
 feels aggrieved by the name of such Company having aiter^^^ 
 been struck off the register in pursuance of this sect, m {2) 
 section, the Company or member [or creditor] may panies^Aa, 
 apply to the superior court in which the Company is J^- p^ p- 
 liable to be v^ound up ; and such court, if satisfied that ' 
 the Company was at the time of the striking off carry- 
 ing on business or in operation, [or otherwise] that it is 
 just so to do, may order the name of the Company to 
 be restored to the register, and thereupon the Company 
 shall be deemed to have continued in existence as if 
 the name thereof had never been struck off ; and the 
 court may by the order give such directions and make 
 such provisions as seem just for placing the Company 
 and all other persons in the same position as nearly as 
 may be as if the name of the Company had never been 
 struck off. 
 
 (6.) A letter or notice authorised or required for the 
 purposes of this section to be sent to a Company may 
 be sent by post addressed to the Company at its 
 registered office, or, if no office has been registered, 
 addressed to the care of some director or officer of the 
 Company, or if there be no director or officer of the 
 Company whose name and address are known to the 
 Eegistrar, the letter or notice (in indentical form) may 
 be sent to each of the persons who subscribed the 
 memorandum of association, addressed to him at the 
 address mentioned in that memorandum. 
 
 (7.) In the execution of his duties under this section 
 the Eegistrar shall conform to any regulations which 
 may be from time to time made by the Board of Trade. 
 
 (8.) In this section the Gazette means, as respects 
 Companies whose registered office is in England, the 
 London Gazette ; as respects Companies whose regis- 
 tered office is in Scotland, the Edinburgh Gazette ; 
 and as respects Companies whose registered office is in 
 Ireland, the Dublin Gazette. 
 
 1 The Companies Act, 1900, Sect. 26 (1), post p. 222. 
 
THE COMPANIES (COLONIAL EEGIS- 
 TERS) ACT, 1883. 
 
 (46 & 47 Victoria, Chapter 30.) 
 
 Short title 
 and con- 
 struction. 
 
 Definitions. 
 
 Power for 
 companies 
 to keep 
 colonial 
 registers. 
 
 1. This Act may be cited for all purposes as the 
 Companies (Colonial Eegisters) Act, 1883 ; and this 
 Act shall, so far as is consistent with the tenor there- 
 of, be construed as one with the Companies Acts, 1862 
 to 1880, and the said Acts and this Act may be referred 
 to as the Companies Acts, 1862 to 1883. 
 
 2. In this Act the term "company" means a com- 
 pany registered under the Companies Act, 1862, and 
 having a capital divided into shares ; the term " shares " 
 includes stock; the term "colony" does not include 
 any place within the United Kingdom, the Isle of Man, 
 or the Channel Islands, but includes such territories as 
 may for the time being be vested in Her Majesty by 
 virtue of an Act of Parliament for the government of 
 India, and any plantation, territory, or settlement 
 situate elsewhere within Her Majesty's dominions. 
 
 3. (1.) Any company whose objects comprise the 
 transaction of business in a colony may, if authorised 
 so to do by its regulations, as originally framed or as 
 altered by special resolution, cause to be kept in any 
 colony in which it transacts business a branch register 
 or registers of members resident in such colony. 
 
 (2.) The company shall give to the registrar of joint 
 stock companies notice of the situation of the office 
 where any such branch register (in this i\ct called a 
 colonial register) is kept, and of any change therein, 
 and of the discontinuance of any such office in the 
 event of the same being discontinued. 
 
THE COMPANIES ACT, 1883. 159 
 
 (3.) A colonial register shall, as regards the particu- 
 lars entered therein, be deemed to be a part of the 
 company's register of members, and shall be prima 
 facie evidence of all particulars entered therein. Any 
 such register shall be kept in the manner provided by 
 the Companies Acts, 1862 to 1880,^ with this qualifica- 
 tion, that the advertisement mentioned in section 
 thirty-three ^ of the Companies Acts, 1862, shall be 
 inserted in some newspaper circulating in the district 
 wherein the register to be closed is kept, and that any 
 competent court in the colony where such register is 
 kept shall be entitled to exercise the same jurisdiction 
 of rectifying the same as is by section thirty-five ^ of the 
 Companies Act, 1862, vested, as respects a register, in 
 England and Ireland in Her Majesty's superior courts 
 of law or equity, and that all offences under section 26 & 26 vict. 
 thirty- two ^ of the Companies Act, 1862, may, as regards ^' ^^* 
 a colonial register, be prosecuted summarily before 
 any tribunal in the colony where such register is kept 
 having summary criminal jurisdiction. 
 
 (4.) The company shall transmit to its registered 
 office a copy of every entry in its colonial register or 
 registers as soon as may be after such entry is made, 
 and the company shall cause to be kept at its registered 
 office, duly entered up from time to time, a duplicate 
 or duplicates of its colonial register or registers. The 
 provisions of section thirty- two ^ of the Companies Act, 
 1862, shall apply to every such duplicate, and every 
 such duplicate shall, for all the purposes of the Com- 
 panies Acts, 1862 to 1880, be deemed to be part of the 
 register of members of the company. 
 
 (5.) Subject to the provisions of this Act with respect 
 to the duplicate register, the shares registered in a 
 colonial register shall be distinguished from the shares 
 registered in the principal register, and no transaction 
 with respect to any shares registered in a colonial 
 register shall, during the continuance of the registration 
 of such shares in such colonial register, be registered 
 in any other register. 
 
 (6.) The company may discontinue to keep any 
 
160 THE COMPANIES ACT, 1883. 
 
 colonial register, and thereupon all entries in that re- 
 gister shall be transferred to some other colonial register 
 kept by the company in the same colony, or to the 
 register of members kept at the registered office of the 
 company. 
 
 (7.) In relation to stamp duties the following pro- 
 visions shall have effect : — 
 
 (a.) An instrument of transfer of a share registered 
 in a colonial register under this Act shall be 
 deemed to be a transfer of property situated out 
 of the United Kingdom, and unless executed 
 in any part of the United Kingdom shall be 
 exempt from British stamp duty. 
 (b.) ^ Upon the death of a member registered in a 
 colonial register under this Act, the share or 
 other interest of the deceased member shall for 
 the purposes of this Act so far as relates to 
 British duties be deemed to be part of his estate 
 and effects situated in the United Kingdom for 
 or in respect of which probate or letters of ad- 
 ministration is or are to be granted, or whereof 
 an inventory is to be exhibited and recorded in 
 like manner as if he were registered in the re- 
 gister of members kept at the registered office 
 of the company. 
 (8.) Subject to the provisions of this Act, any com- 
 pany may, by its regulations as originally framed, or 
 as altered by special resolution, make such provisions 
 as it may think tit respecting the keeping of colonial 
 registers. 
 
 ^ I.e., in the Companies Act, 1862, Sects. 25 to 36, ante p. 11. 
 et seq., and (as to share warrants) in the Companies Act, 1867, 
 Sect. 31, ante p. 140. 
 
 '^ Ante p. 14. 
 
 ■'Ante p. 15. 
 
 *Ante p. 14. 
 
 •-'But now see the Revenue Act, 1889 (52 & 53 Vict., c. 42); 
 Sect. 18. 
 
THE COMPANIES (MEMOEANDUM 
 OF ASSOCIATION) ACT, 1890. 
 
 (53 & 54 Victoria, Chapter 62.) 
 
 1. — (1.) Subject to the provisions of this Act, a Power for 
 company registered under the Companies Acts, 1862 ^oSter'^ 
 to 1886, may, by special resolution, alter the pro- objects or 
 visions ^ of its memorandum of association or deed of constitutioM 
 settlement, ^ with respect to the objects of the company subject to 
 so far as may be required for any of the purposes tion by 
 herein-after specified, ^ or alter the form of its con- '^""^" 
 stitution by substituting a memorandum and articles 
 of association for a deed of settlement, either with or 
 without any such alteration as aforesaid with respect 
 to the objects of the company, but in no case shall any 
 such alteration take effect until confirmed on petition 
 by the court * which has jurisdiction to make an order 
 for winding up the company. 
 
 (2.) Before confirming any such alteration the court 
 must be satisfied — 
 
 {a.) that sufficient notice has been given to every 
 holder of 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 
 (6.) 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 altera- 
 tion has been obtained or his debt or claim has 
 been discharged or has determined, or has 
 been secured to the satisfaction of the court. 
 Provided that the court may, in the case of any 
 person or class of persons, for special reasons, dispense 
 with the notice required by this section. 
 
 (3.) An order confirming any such alteration may be 
 made on such terms and subject to such conditions as 
 
 11 
 
162 THE COMPANIES (MEMORANDUM OF 
 
 to the court seems fit, and the court may make such 
 orders as to costs as it deems proper. 
 j^ (4.) The court shall, in exercising its discretion under 
 
 this Act, have regard to the rights and interests of the 
 members of the company, or of any class of those 
 members, as well as to the rights and interests of the 
 creditors, and may, if it thinks fit, adjourn the pro- 
 ceedings in order that an arrangement may be made 
 to the satisfaction of the court for the purchase of the 
 interests 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 : Pro- 
 vided always, that it shall not be lawful to expend 
 any part of the capital of the company in any such 
 purchase. 
 
 (5.) The court may confirm, either wholly or in part, 
 
 any such alteration as aforesaid with respect to the 
 
 objects of the company if it appears that the alteration 
 
 is required in order to enable the company — 
 
 (a.) To carry on its business more economically or 
 
 more efl&ciently ; or 
 (6.) To attain its main purpose by new or improved 
 
 means ; or 
 (c.) To enlarge or change the local area of its opera- 
 tions ; or 
 (d.) To carry on some business or businesses which 
 under existing circumstances may conveniently 
 or advantageously be combined with the busi- 
 ness of the company ; or 
 (e.) To restrict or abandon any of the objects speci- 
 fied in the memorandum of association or deed 
 of settlement. 
 Registra- iThe Companies Act, 1862, Sect. 12, ante p. 5. 
 
 together "" ^ The Companies Act, 1862, Sect. 196, ante p. 82, and Sect. 3 
 with memo- (3) hereof, post p. 163. 
 randumas sgub.gect. (5) of this Section. 
 
 liStutecl ^Specified in the Companies (Winding-up) Act, 1890, Sect. 1, 
 memoran- post p. 164. 
 
 articles** 2. — (1-) Where a company has altered the provisions 
 
 andconse- of its memorandum of association or deed of settlement 
 tSereS with respect to the objects of the company, or has 
 
ASSOCIATION) ACT, 1890. 163 
 
 altered the form of its constitution 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 memo- 
 randum of association or deed of settlement so altered, 
 or together with a printed copy of the substituted 
 memorandum and articles of association (as the case 
 may be), shall be delivered by the company to the 
 Eegistrar of Joint Stock Companies within fifteen days 
 from the date of the order, and the registrar shall 
 register the same, and shall certify under his hand the 
 registration thereof, and his certificate shall be con- 
 clusive evidence that all the requisitions of this Act 
 with respect to such alteration and the confirmation 
 thereof have been complied with, and thenceforth (but 
 subject to the provisions of this Act) the memorandum 
 or deed of settlement so altered shall be the memo- 
 randum of association or deed of settlement of the 
 company, or, as the case may be, such substituted 
 memorandum and articles of association shall apply to 
 the compan}^ in the same manner as if the company 
 were a company registered under Part I. of the Com- 
 panies Act, 1862, with such memorandum and articles 
 of association, and the company's deed of settlement 
 shall cease to apply to the company. 
 
 (2.) If a company makes default in delivering to the 
 registrar any document required by this Act to be de- 
 livered to him the company shall be liable to a penalty 
 not exceeding ten pounds for every day during which 
 it is in default. 
 
 3. — (1.) This Act may be cited as the Companies short title 
 (Memorandum of Association) Act, 1890. ^"^ ^{i^- 
 
 (2.) This Act and the Companies Acts, 1862 to 1886, ' ''"" 
 shall be construed as one Act, and may be cited 
 collectively as the Companies Acts, 1862 to 1890. 
 
 (3.) In this Act the expression " deed of settlement " 
 includes any contract of co-partnery or other instru- 
 ment constituting or regulating the company and not 
 being an Act of Parliament, a royal charter or letters 
 patent. 
 
THE COMPANIES (WINDING-UP) 
 ACT, 1890. 
 
 Jurisdic- 1, — (1.) The courts haviijg jurisdiction to wind up 
 
 up°om^'"^ companies in England and Wales shall be the High 
 
 panies. Gourt, the chancery courts of the counties palatine 
 
 of Lancaster and Durham, the county courts, and the 
 
 Stannaries court. 
 
 (2.) Where the amount of the capital of a company 
 paid up or credited as paid up exceeds ten thousand 
 pounds, a petition to wind up the company or to con- 
 tinue the winding up of the company under the super- 
 vision of the court shall be presented to the High 
 Court, or, in the case of a company situate within the 
 jurisdiction of either of the palatine courts aforesaid, 
 either to the High Court or to the palatine court having 
 jurisdiction. 
 
 (3.) Where the amount of the capital of a company 
 paid up or credited as paid up does not exceed ten 
 thousand pounds, and the registered office of the com- 
 pany is situate within the jurisdiction of a county court 
 having jurisdiction under this Act, a petition to wind 
 up the company or to continue the winding up of the 
 company under the supervision of the court shall be 
 presented to that county court. 
 
 (4.) Provided that where a company "is formed for 
 working mines within the Stannaries and is not shown 
 to be actually working mines beyond the limits of the 
 Stannaries, or to be engaged in any other undertaking 
 beyond those limits, or to have entered into a contract 
 for such working or undertaking, a petition to wind up 
 the company or to continue the winding up of the 
 company under the supervision of the court shall be 
 
THE COMPANIES (WINDING-UP) ACT, 1890. 165 
 
 presented to the Stannaries court whatever may be 
 the amount of the capital of the company and where- 
 ever the registered office of the company is situate. 
 
 (5.) The Lord Chancellor may by order exclude a 
 county court from having jurisdiction under this Act, 
 and for the purposes of such jurisdiction may attach 
 its district, or any part thereof, to the High Court or 
 to any other county court, and may revoke or vary 
 any such order. In exercising his powers under this 
 section the Lord Chancellor shall provide that a county 
 court shall not have jurisdiction under this Act unless 
 it has for the time being jurisdiction in bankruptcy. 
 
 (6.) Every court having jurisdiction under this Act 
 to wind up a company shall for the purposes of that 
 jurisdiction have all the powers of the High Court, and 
 every prescribed officer of the court shall perform any 
 duties which an officer of the High Court may dis- 
 charge by order of the judge thereof or otherwise in 
 relation to the winding up of a company. 
 
 (7.) Nothing in this section shall invalidate a pro- 
 ceeding by reason of its being taken in a wrong court. 
 
 2. Subject to general rules and to orders of transfer conduct of 
 made under the authority of the Supreme Court of bis-JJeS m 
 Judicature Act, 1873, and the Acts amending it, the High court, 
 jurisdiction of the High Court under this Act shall, as l^m^'^^^^^' 
 the Lord Chancellor may from time to time by general 
 order direct, be exercised, either generally or in speci- 
 fied classes of cases, either by such judge or judges of 
 the Chancery Division of the High Court as the Lord 
 Chancellor may assign to exercise that jurisdiction, or 
 by the judge who, for the time being, exercises the 
 bankruptcy jurisdiction of the High Court. 
 
 3. — (1.) The winding up of a company or any pro- Transfer of 
 ceedings therein may at any time and at any stage, Sigs.*^' 
 and either with or without application from any of the 
 parties thereto, be transferred from one court to another 
 court, or may be retained in the court in which the 
 proceedings were commenced, although it may not 
 be the court in which the proceedings ought to have 
 been commenced. 
 
166 THE COMPANIES (WINDING-UP) ACT, 1890. 
 
 (2.) The powers of transfer given by the foregoing 
 provisions of this section may, subject to and in accord- 
 ance with general rules, be exercised by the Lord 
 Chancellor or by any judge of the High Court having 
 jurisdiction under this Act, or, as regards any case 
 within the jurisdiction of any other court, by the judge 
 of that court. 
 
 (3.) If any question arises in any winding up proceed- 
 ing in a county court or in the Stannaries court which 
 all the parties to the proceeding, or which one of them 
 and the judge of the court, may desire to have deter- 
 mined in the first instance in the High Court, the judge 
 shall state the facts in the form of a special case for 
 the opinion of the High Court, and thereupon the 
 special case and the proceedings, or such of them as 
 may be required, shall be transmitted to the High 
 Court for the purposes of the determination. 
 Provisions 4. — (1.) On an order being made by the court for 
 dator.^^**"^" winding up a company the officer herein-after men- 
 tioned 1 shall, by virtue of his office, become the provi- 
 sional liquidator 2 of the company, and shall continue 
 to act as such until he or another person becomes 
 liquidator and is capable of acting as such. 
 
 (2.) The said officer shall be the official receiver, if 
 any, attached to the court for bankruptcy purposes, or 
 if there is more than one such official receiver, then 
 such one of them as the Board of Trade may appoint, 
 or, if there is no such official receiver, then an officer 
 appointed for the purpose by the Board of Trade. Any 
 such officer shall for the purpose of his duties under 
 this Act be styled the official receiver. 
 
 (3.) When a person other than the official receiver 
 is appointed liquidator of a company he shall be styled 
 liquidator and not official liquidator of the company, 
 and the provisions of the Companies Acts ^ relating to 
 the official liquidator shall, in their application to him, 
 be construed as if the word "official" were omitted 
 therefrom. Such a person shall not be capable of 
 acting as liquidator until he has notified his appoint- 
 ment to the registrar of joint stock companies and 
 
THE COMPANIES (WINDING-UP) ACT, 1890, 167 
 
 given security in the manner prescribed to the satis- 
 faction of the Board of Trade. He shall give the 
 official receiver such information and such access to 
 and facilities for inspecting the books and documents 
 of the company, and generally such aid, as may be 
 requisite for enabling that officer to perform his duties 
 under this Act. 
 
 (4.) If any vacancy occurs in the office of liquidator 
 of a company, the official receiver shall, by virtue of 
 his office, be the liquidator during the vacancy. 
 
 (5.) The official receiver may be appointed by the 
 court provisional liquidator ^ of the company at any 
 time after the presentation of a petition and before a 
 winding-up order has been made. 
 
 (6.) Where an application is made to the court to 
 appoint a receiver on behalf of the debenture holders 
 or other creditors of a company the official receiver 
 may be so appointed. 
 
 ^ Next sub-section. 
 
 2 The Companies Act, 1862, Sect. 85, ante p. 37. 
 3 The Companies Act, 1862, Sects. 92 to 96, ante p. 39 et 
 seq., and Sect. 203, ante p. 89. 
 
 ^ The Companies Act, 1862, Sect. 85, ante p. 37. 
 
 5. — (1.) Where the official receiver becomes the Power to 
 liquidator of a company, v^hether provisionally or I^q^I^i 
 otherwise, he may, if satisfied that the nature of the manager. 
 estate or business of the company, or the interests of 
 the creditors or contributories generally, require the 
 appointment of a special manager of the estate or 
 business of the company other than himself, apply to 
 the court to, and the court may on such application, 
 appoint a special manager thereof during such time as 
 the court may direct, with such powers, including any 
 of the powers of a receiver or manager, as may be 
 entrusted to him by the court. 
 
 (2.) The special manager shall give such security 
 and account in such manner as the Board of Trade 
 direct. 
 
 (3.) The special manager shall receive such remunera- 
 tion as may be fixed by the court. 
 
168 .THE COMPANIES (WINDING-UP) ACT, 1890. 
 
 Meeting of 
 creditors. 
 
 Statement 
 of com- 
 pany's 
 affairs. 
 
 6. — (1.) When the court has made an order for 
 winding up a company the ofl&cial receiver shall sum- 
 mon separate meetings of the creditors and contribu- 
 tories of the company for the purpose of — 
 
 (a) determining whether or not an application is to 
 
 be made to the court for appointing a liquida- 
 tor in the place of the official receiver ; and 
 
 (b) determining whether or not an application is to 
 
 be made to the court for the appointment of a 
 committee of inspection to act with the liqui- 
 dator, and who are to be the members of such 
 committee if appointed. 
 The court may make any appointment and order 
 required to give effect to any such determination, and 
 if there is a difference between the determinations of 
 the meetings of the creditors and contributories in re- 
 spect of any of the matters mentioned in the foregoing 
 provisions the court shall decide the difference and 
 make such order thereon as the court may think fit. 
 (2.) The provisions of the First Schedule ^ to this 
 Act shall, subject to such modifications as may be 
 made therein by general rules, apply to any meeting 
 summoned in pursuance of this section. 
 
 (3.) In case a liquidator is not appointed by the 
 court the official receiver shall be the liquidator of the 
 Company. 
 
 ^Post p. 186. 
 
 7. — (1.) Where the court has made an order for 
 winding up a company, there shall be made out and 
 submitted to the official receiver a statement as to the 
 affairs of the company in the prescribed form, verified 
 by affidavit, and showing the particulars of the assets, 
 debts, and liabilities of the company, the names, resi- 
 dences, and occupations of the creditors of the company, 
 the securities held by them respectively, the dates when 
 the securities were respectively given, and such further 
 or other information as may be prescribed or as the 
 official receiver may require. 
 
 (2.) The statement shall be submitted and verified 
 
THE COMPANIES (WINDING-UP) ACT, 1890. 169 
 
 iby one or more of the persons who are at the time of 
 the winding-up order the directors and by the person 
 who is at that time the secretary or other chief officer 
 of the company, or by such of the persons being or 
 or having been directors or officers of the company or 
 having taken part in the formation of the company at 
 any time within one year before the order for winding 
 up the company, as the official receiver, subject to the 
 direction of the court, may require to submit, and 
 verify the same. 
 
 (3.) The statement shall be submitted within four- 
 teen days from the date of the order, or within such 
 extended time as the official receiver or the court may 
 for special reasons appoint. 
 
 (4.) Any person making or concurring in making 
 the statement and affidavit required by this section 
 shall be allowed, and shall be paid by the official 
 receiver, out of the assets of the company, such costs 
 and expenses incurred in and about the preparation 
 a,nd making of such statement and affidavit as the 
 official receiver may consider reasonable, subject to an 
 appeal to the court. 
 
 (5.) If any person, without reasonable excuse, makes 
 default in complying with the requirements of this 
 section, he shall be liable to a fine not exceeding 
 ten pounds for every day during which the default 
 •continues. 
 
 (6.) Any person stating himself in writing to be a 
 creditor or contributory of the company shall be entitled 
 toy himself or by his agent at all reasonable times, on 
 payment of the prescribed fee, to inspect the statement 
 ■submitted in pursuance of this section, and to a copy 
 thereof or extract therefrom. But any person untruth- 
 fully so stating himself to be a creditor or contributory 
 shall be guilty of a contempt of court and shall be 
 punishable accordingly on the application of the liqui- 
 dator or of the official receiver. 
 
 8. — (1.) Where the court has made an order for Jf^^^^g 
 winding up a company, the official receiver shall, as and pro- 
 soon as practicable after receipt of the statement of thereupon 
 
 on 
 np 
 
170 THE COMPANIES (WINDING-UP) ACT, 1890. 
 
 the company's affairs, submit a preliminary report to- 
 the court — 
 
 {a) as to the amount of capital issued, subscribed,. 
 
 and paid up, and the estimated amount of 
 
 assets and liabilites; and 
 
 (b) if the company has failed, as to the causes of the 
 
 failure ; and 
 
 (c) whether in his opinion further inquiry is desir- 
 
 able as to any matter relating to the promotion, 
 formation, or failure of the company, or the 
 conduct of the business thereof. 
 
 (2.) The official receiver may also, if he thinks fit,. 
 make a further report, or further reportb, stating the 
 manner in which the company was formed and whether 
 in his opinion any fraud has been committed by any 
 person in the promotion or formation of the company 
 or by any director or other officer of the company in 
 relation to the company since the formation thereof, 
 and any other matters which in his opinion it is desir- 
 able to bring to the notice of the court. 
 
 (3.) The court may, after consideration of any such 
 report, direct that any person who has taken any part 
 in the promotion or formation of the company, or has 
 been a director or officer of the company, shall attend 
 before the court on a day appointed by the court for 
 that purpose, and be publicly examined as to the pro- 
 motion or formation of the company, or as to the con- 
 duct of the business of the company, or as to his 
 conduct and dealings as director or officer of the 
 company. 
 
 (4.) The official receiver shall take part in the ex- 
 amination, and for that purpose may, if specially 
 authorised by the Board of Trade in that behalf, employ 
 a solicitor with or without counsel. 
 
 (5.) The liquidator where the official receiver is not 
 the liquidator and any creditor or contributory of the 
 company may also take part in the examination either 
 personally or by solicitor or council. 
 
 (6.) The court may put such questions to the person 
 examined as to the court may seem expedient. 
 
THE COMPANIES (WINDING-UP) ACT, 1890. 171 
 
 (7.) The person examined shall be examined on oath^ 
 and it shall be his duty to answer all such questions 
 as the court may put or allow to be put to him. The 
 person examined shall at his own cost, prior to such 
 examination, be furnished with a copy of the official 
 receiver's report, and shall also at his own cost be en- 
 titled to employ at such examination a solicitor with 
 or without counsel, who shall be at liberty to put such 
 questions to the person examined as the court may 
 deem just for the purpose of enabling that person to 
 explain or qualify any answers given by him. Pro- 
 vided always, that if such person is, in the opinion of 
 the court, exculpated from any charges made or sug- 
 gested against him, the court may allow him such costs- 
 as the court in its discretion may think fit. Notes of 
 the examination shall be taken down in writing, and 
 shall be read over to or by, and signed by, the person 
 examined, and may thereafter be used in evidence 
 against him. They shall also be open to the inspection 
 of any creditor or contributory of the company at all 
 reasonable times. 
 
 (8.) The court may, if it thinks fit, adjourn the 
 examination from time to time, 
 
 (9.) A public examination under this section may, if 
 the court so directs, and subject to general rules, be 
 held before any judge of county courts, or before any 
 officer of the Supreme Court, being an official referee, 
 master, registrar in bankruptcy, or chief clerk, or be- 
 fore any district registrar ©f the High Court named for 
 the purpose by the Lord Chancellor, or in the case of 
 companies being wound up by a Palatine court, before 
 a registrar of that court, and the powers of the court 
 under sub-sections six, seven, and eight of this section 
 may (except as to costs) be exercised by the person 
 before whom the examination is held. 
 
 9. — (1.) A committee of inspection appointed in pur- committee 
 suance of this Act shall consist of persons being creditors ^(^^^^^ 
 or contributories of the company or persons holding 
 general powers of attorney from such persons in such 
 proportions as may be agreed on by the meetings of 
 
172 THE COMPANIES (WINDING-UP) ACT, 1890. 
 
 creditors and contributories ^ or as, in case of difiference, 
 may be determined by the court. 
 
 (2.) The committee of inspection shall meet at such 
 times as they from time to time appoint, and, failing 
 such appointment, at least once a month ; and the 
 liquidator or any member of the committee may also 
 call a meeting of the committee as and when he thinks 
 necessary. 
 
 (3.) The committee may act by a majority of their 
 members present at a meeting, but shall not act unless 
 a majority of the committee are present at the meeting. 
 
 (4.) Any member of the committee may resign his 
 office by notice in writing signed by him, and delivered 
 to the liquidator. 
 
 (5.) If a member of the committee becomes bankrupt, 
 or compounds or arranges with his creditors, or is absent 
 from five consecutive meetings of the committee with- 
 out the leave of those members of the committee who 
 together with himself represent the creditors or con- 
 tributories as the case may be, his office shall thereupon 
 •become vacant. 
 
 (6.) Any member of the committee representing 
 creditors may be removed by an ordinary resolution at 
 any meeting of creditors of which seven days' notice 
 has been given, stating the object of the meeting. Any 
 member of the committee representing contributories 
 may be removed by an ordinary resolution at any 
 meetings of contributories, of which seven days' notice 
 has been given stating the object of the meeting. 
 
 (7.) On a vacancy occurring in the office of a member 
 of the committee, the liquidator shall forthwith summon 
 a meeting of creditors or of contributories, as the case 
 may require, for the purpose of filling the vacancy, and 
 the meeting may, by resolution, re-appoint the same 
 or appoint another creditor or contributory to fill the 
 vacancy. 
 
 (8.) The continuing members of the committee, pro- 
 vided there be not less than two such continuing 
 members, may act notwithstanding any vacancy in 
 their body. 
 
THE COMPANIES (WINDING-UP) ACT, 1890. 173 
 
 (9.) If there be no committee of inspection, any act 
 or thing or any direction or permission by this Act 
 authorised or required to be done or given by the com- 
 mittee may be done or given by the Board of Trade 
 on the appUcation of the Hquidator. 
 
 1 Sect. 6 hereof, ante p. 168, and 23 ()l),post p. 181. 
 
 10. — (1-) Where in the course of the winding up of Power of 
 a company under the Companies Acts it appears that assess**^ 
 any person who has taken part in the formation or pro- damages 
 motion of the company, or any past or present director, delinquent 
 manager, Hquidator, or other officer of the company, has oScerrand 
 misapphed or retained or become Uable or accountable promoters, 
 for any monies or property of the company, or been 
 guilty of any misfeasance or breach of trust in relation 
 to the company, the court may, on the application 
 of the official receiver, or of the liquidator of the 
 company, or of any creditor or contributory of the 
 company, examine into the conduct of such promoter, 
 director, manager, liquidator, or other officer of the 
 company, and compel him to repay ^ any moneys or 
 restore any property so misapplied or retained, or for 
 which he has become liable or accountable, together 
 with interest after such rate as the court thinks just, 
 or to contribute such sums of money to the assets of 
 the company by way of compensation in respect of 
 such misapplication, retainer, misfeasance, or breach 
 of trust as the court thinks just. 
 
 (2.) The provisions of this section shall apply in the 
 winding up of any company under the Companies Acts 
 whether the same is being wound up by or subject 
 to the supervision of the court or is being wound up 
 voluntarily, and whether the winding up commenced 
 before or after the passing of this Act, and notwith- 
 standing that the offence is one for which the offender 
 may be criminally responsible. 
 
 1 The Companies (Winding-up) Act, 1893, post p. 199. 
 
 11, — (1.) An account, called the Companies Liqui- Payment of 
 dation Account, shall be kept by the Board of Trade gankVf"^ 
 with the Bank of England, and all monies received England. 
 
174 THE COMPANIES (WINDING-UP) ACT, 1890. 
 
 by the Board of Trade in respect of proceedings under 
 this Act shall be paid to that account. 
 
 (2.) Every liquidator of a company which is being 
 wound up by order of the court shall, in such manner 
 and at such times as the Board of Trade, with the 
 concurrence of the Treasury, direct, pay the money 
 received by him to the Companies Liquidation Account 
 at the Bank of England, and the Board of Trade shall 
 furnish him with a certificate of receipt of the money 
 so paid. 
 
 (3.) Provided that, if the committee of inspection 
 satisfy the Board of Trade that for the purpose of 
 carrying on the business of the company or of obtaining 
 advances, or for any other reason, it is for the advantage 
 of the creditors or contributories that the liquidator 
 should have an account with any other Bank, the 
 Board of Trade shall, on the application of the com- 
 mittee of inspection, authorise the liquidator to make 
 his payments into and out of such other Bank as the 
 committee may select, and thereupon those payments 
 shall be made in the prescribed manner. 
 
 (4.) If any such liquidator at any time retains for 
 more than ten days a sum exceeding fifty pounds, or 
 such other amount as the Board of Trade in any par- 
 ticular case authorise him to retain, then, unless he 
 explains the retention to the satisfaction of the Board 
 of Trade, he shall pay interest on the amount so retained 
 in excess at the rate of twenty pounds per centum per 
 annum, and shall be liable to disallowance of all or such 
 part of his remuneration as to the Board shall seem 
 just, and to be removed from his office by the Board, 
 and shall be liable to pay any expenses occasioned by 
 reason of his default. 
 
 (5.) All payments out of money standing to the 
 credit of the Board of Trade in the Companies Liqui- 
 dation Account shall be made by the Bank of England 
 in the prescribed manner. 
 
 (6.) No liquidator of a company which is being wound 
 up by order of the court shall pay any sums received 
 by him as liquidator into his private banking account. 
 
THE COMPANIES (WINDING-UP) ACT, 1890. 175 
 
 12. — (1.) The liquidator of a company which is being Powers of 
 wound up by the court may, with the sanction either i^^"^^^*^'^- 
 of the court or of the committee of inspection, carry on 
 the business of the company, or bring or defend any 
 legal proceeding in the name and on behalf of the com- 
 pany, or exercise any of the powers conferred by section 
 one hundred and fifty-nine ^ or section one hundred and 
 ^ixty 2 of the Companies Act, 1862. 
 
 (2.) The liquidator of any such company may, with- 
 out the sanction of the court or of the committee of 25&26Vict. 
 inspection, exercise any of the other powers conferred ^'^^' 
 on the liquidator by section ninety-five^ of the Com- 
 panies Act, 1862. 
 
 (3.) The exercise by the liquidator of the powers 
 referred to in this section shall be subject to the control 
 of the court, and any creditor or contributory may 
 apply to the court with respect to any exercise or 
 proposed exercise of any of those powers. 
 
 (4.) The liquidator of a company which is being 
 wound up by order of the court may, with the sanction 
 either of the court or of the committee of inspection, 
 •employ a solicitor or other agent to take any proceed- 
 ings or do any business which the liquidator is unable 
 to take or do himself. The sanction aforesaid must 
 be a sanction obtained before the employment, except 
 in cases of urgency, and in such cases it must be 
 shown that no undue delay took place in obtaining 
 the sanction. 
 
 1 Ante p. 64. 2 ^^^^ p^ 55. 3 ^^^ p^ 49. 
 
 13. General rules may be made for requiring or Delegation 
 enabling all or any of the powers and duties conferred da&of 
 and imposed on the court by sections ninety-one, certain 
 ninety-eight, ninety-nine, one hundred, one hundred cS!^ ^ 
 •and two, and one hundred and seven of the Companies 
 Act, 1862,1 to be exercised or performed by the liqui- 
 dator as an officer of the court, and subject to the 
 control of the court. 
 
 Provided that the liquidator shall not, without the 
 special leave of the court, rectify the register of members, 
 
176 THE COMPANIES (WINDING-UP) ACT, 1890. 
 
 and shall not make any call without either the special 
 leave of the court or the sanction of the committee of 
 inspection. 
 
 ' Ante p. 38 et seq. 
 
 j»ower for 14. Where a company is being wound up voluntarily 
 Sverto ^^ subject to the supervision of the court, the official 
 apply as to receiver attached to the court having jurisdiction to 
 winding up. wind up the company may present a petition that the 
 company be wound up by the court, and thereupon, 
 if the court is satisfied that the voluntary winding up 
 or winding up subject to supervision cannot be con- 
 tinued with due regard to the interest of the creditors 
 or contributories, it may make an order that the com- 
 pany be wound up by the court. 
 Information 15. — (1.) If the winding up of a company is not 
 fng^iiqui"-^ concluded within one year after its commencement, 
 dations. the liquidator of the company shall, at such intervals 
 as may be prescribed, until the winding up is con- 
 cluded, send to the registrar of joint stock companies 
 a statement in the prescribed form and containing the 
 prescribed particulars with respect to the proceedings 
 in and position of the liquidation. Any person stating 
 himself in writing to be a creditor or contributory of 
 the company shall be entitled, by himself or by his 
 agent at all reasonable times, on payment of the pre- 
 scribed fee, to inspect the statement submitted in 
 pursuance of this section, and to a copy thereof, or 
 extract therefrom. But any person untruthfully so 
 stating himself to be a creditor or contributory shall 
 be guilty of a contempt of court, and shall be punishable 
 accordingly on the application of the liquidator or of 
 the official receiver. 
 
 (2.) If a liquidator makes default in complying with 
 the requirements of this section he shall be liable to 
 a fine not exceeding fifty pounds for each day during 
 which the default continues. 
 
 (3.) If it appears from any such statement or other- 
 wise that any liquidator of a company has in his hands 
 or under his control any money representing unclaimed 
 
THE COMPANIES (WINDING-UP) ACT, 1890. 177 
 
 or undistributed assets of the company which have re- 
 mained unclaimed or undistributed for six months after 
 the date of their receipt, the Hquidator shall forthwith 
 pay the same to the Companies Liquidation Account 
 at the Bank of England. Every such liquidator shall 
 be entitled to the prescribed certificate of receipt for 
 the moneys so paid, and that certificate shall be an 
 effectual discharge to him in respect thereof. 
 
 (4.) For the purpose of ascertaining and getting in any 
 money payable into the Bank of England in pursuance 
 of this section, the like powers may be exercised and 
 by the like authority as are exerciseable under section 
 one hundred and sixty-two of the Bankruptcy Act, 1883, 
 for the purpose of ascertaining and getting in the sums, 
 funds, and dividends referred to in that section. 
 
 (5.) Any person claiming to be entitled to any money 
 paid into the Bank of England in pursuance of this 
 section may apply to the Board of Trade for payment 
 of the same, and the Board of Trade may, on a cer- 
 tificate by the liquidator that the person claiming is 
 entitled, make an order for the payment to that person 
 of the sum due. Any person dissatisfied with the 
 decision of the Board of Trade in respect of any claim 
 made in pursuance of this section may appeal to the 
 High Court. 
 
 (6.) This section shall apply whether the winding 
 up of the company has commenced before or after the 
 commencement of this Act. 
 
 16. — (1.) Whenever the cash balance standing to the investment 
 credit of the Companies Liquidation Account is in excess funKn 
 of the amount which in the opinion of the Board of general 
 Trade is required for the time being to answer demands ^^^^^^ ' 
 in respect of companies' estates, the Board of Trade 
 shall notify the same to the Treasury, and shall pay 
 over the same or any part thereof, as the Treasury 
 may require, to the Treasury, to such account as the 
 Treasury may direct, and the Treasury may invest 
 the said sums, or any part thereof, in Government 
 securities, to be placed to the credit of the said account. 
 
 (2.) Whenever any part of the money so invested is, 
 12 
 
178 THE COMPANIES (WINDING-UP) ACT, 1890. 
 
 in the opinion of the Board of Trade, required to answer 
 any demands in respect of companies' estates, the Board 
 of Trade shall notify to the Treasury the amount so 
 required, and the Treasury shall thereupon repay to the 
 Board oif Trade such sum as may be required to the 
 credit of the Companies Liquidation Account, and for 
 that purpose may direct the sale of such part of the 
 said securities as may be necessary. 
 
 (3.) The dividends on the investments under this 
 section shall be paid to such account as the Treasury 
 may direct, and regard shall be had to the amount thus 
 derived in fixing the fees payable in respect of proceed- 
 ings in the winding up of companies. 
 Separate 17. — (1.) An account shall be kept by the Board of 
 
 particuS,r* Trade of the receipts and payments in the winding up 
 estates. of each company, and when the cash balance standing 
 to the credit of the account of any company is in excess 
 of the amount which, in the opinion of the committee 
 of inspection, is required for the time being to answer 
 demands in respect of that company's estate, the Board 
 of Trade shall, on the request of the committee, invest 
 the amount not so required in Government securities, 
 to be placed to the credit of the said account for the 
 benefit of the said company. 
 
 (2.) Whenever any part of the money so invested is, 
 in the opinion of the committee of inspection, required 
 to answer any demands in respect of the estate of the 
 company of the assets of which the money so invested 
 formed part, the Board of Trade shall, on the request 
 of the committee, raise such sum as may be required 
 by the sale of such part of the said securities as may 
 be necessary. 
 
 (3.) The dividends on the investments made under 
 
 this section shall be paid to the credit of the company 
 
 of the assets of which the money so invested formed 
 
 part. 
 
 Interests 18. When the balance at the credit of any company's 
 
 oj^^aiances account in the hands of the Board of Trade exceeds 
 
 thousand two thousand pounds, and the liquidator gives notice 
 
 pounds. ^Q ^Yie Board of Trade that the excess is not required 
 
THE COMPANIES (WINDING-UP) ACT, 1890. 179 
 
 for the purposes of the liquidation, then such company 
 shall be entitled to interest upon such excess at the rate 
 of two per centum per annum. 
 
 19. The Treasury may from time to time issue to Certain 
 the Board of Trade in aid of the votes of Parhament, g^f^f ** 
 out of the receipts arising from fees, fee stamps, and applied in 
 dividends on investments by the Treasury under this penditure. 
 Act, any sums which may be necessary to meet the 
 charges estimated by the Board of Trade in respect of 
 salaries and expenses under this Act. 
 
 20. — (1-) Every liquidator of a company which is Audit of 
 being wound up by order of the court shall, at such accounts.*^^ 
 times as may be prescribed, but not less than twice in 
 each year during his tenure of office, send to the Board 
 of Trade, or as they direct, an account of his receipts 
 and payments as such liquidator. 
 
 (2.) The account shall be in a prescribed form, shall 
 be made in duplicate, and shall be verified by a statu- 
 tory declaration in the prescribed form. 
 
 (3.) The Board of Trade shall cause the accounts so 
 sent to be audited, and for the purpose of the audit the 
 liquidator shall furnish the Board with such vouchers 
 and information as the Board may require, and the 
 Board may at any time require the production of and 
 inspect any books or accounts kept by the liquidator. 
 
 (4.) When any such account has been audited, one 
 copy thereof shall be filed and kept by the Board, and 
 the other copy shall be filed with the court, and each 
 copy shall be open to the inspection of any creditor, or 
 of any person interested. 
 
 (5.) The Board of Trade shall cause the account or a 
 summary thereof when audited to be printed, and shall 
 send a printed copy thereof by post to every creditor 
 and contributory. 
 
 21. Every liquidator of a company which is being Books to 
 wound up by order of the court shall keep, in manner uq^^tor! 
 prescribed, proper books in which he shall from time to 
 time cause to be made entries or minutes of proceedings 
 at meetings, and of such other matters as may be pre- 
 scribed, and any creditor or contributory of the company 
 
180 THE COMPANIES (WINDING-UP) ACT, 1890. 
 
 Release of 
 liquidators. 
 
 Discre- 
 tionary 
 I)owers of 
 liquidator 
 and control 
 thereof. 
 
 may, subject to the control of the court, personally or 
 by his agent inspect any such books. 
 
 22. — (1.) When the liquidator of a company which 
 is being wound up by order of the court has realised all 
 the property of the company, or so much thereof as can, 
 in his opinion, be realised without needlessly protract- 
 ing the liquidation, and distributed a final dividend, if 
 any, to the creditors, and adjusted the rights of the 
 contributories between themselves, and made a final 
 return, if any, to the contributories, or has resigned, or 
 has been removed from his office, the Board of Trade 
 shall, on his application, cause a report on his accounts 
 to be prepared, and, on his complying with all the 
 requirements of the Board, shall take into considera- 
 tion the report, and any objection which may be urged 
 by any creditor, or contributory, or person interested 
 against the release of the liquidator, and shall either 
 grant or withhold the release accordingly, subject 
 nevertheless to an appeal to the High Court. 
 
 (2.) Where the release of a liquidator is withheld the 
 court may, on the application of any creditor, or con- 
 tributory, or person interested, make such order as 
 it thinks just, charging the liquidator with the con- 
 sequences of any act or default he may have done or 
 made contrary to his duty. 
 
 (3.) An order of the Board releasing the liquidator 
 shall discharge him from all liability in respect of any 
 act done or default made by him in the administration 
 of the affairs of the company, or otherwise in relation 
 to his conduct as liquidator, but any such order may 
 be revoked on proof that it was obtained by fraud or 
 by suppression or concealment of any material fact. 
 
 (4.) Where the liquidator has not previously resigned 
 or been removed, his release shall operate as a removal 
 of him from his office. 
 
 23. — (1.) Subject to the provisions of the Companies 
 Acts, the liquidator of a company which is being wound 
 up by order of the court shall, in the administration of 
 the property of the company and in the distribution 
 thereof amongst its creditors, have regard to any direc- 
 
THE COMPANIES (WINDING-UP) ACT, 1890. 181 
 
 tions that may be given by resolution of the creditors 
 or contributories at any general meeting, or by the 
 committee of inspection, and any directions so given 
 by the creditors or contributories at any general meet- 
 ing shall in case of conflict be deemed to override any 
 directions given by the committee of inspection. 
 
 (2.) The liquidator may from time to time summon 
 general meetings of the creditors or contributories for 
 the purpose of ascertaining their wishes, and it shall 
 be his duty to summon meetings at such times as the 
 creditors or contributories, by resolution, either at the 
 meeting appointing the liquidator or otherwise, may 
 direct, or whenever requested in writing to do so by 
 one-tenth in value of the creditors or contributories as 
 the case may be. 
 
 (3.) The liquidator may apply to the court in manner 
 prescribed for directions in relation to any particular 
 matter arising under the winding up. 
 
 (4.) Subject to the provisions of the Companies Acts, 
 the liquidator shall use his own discretion in the 
 management of the estate and its distribution among 
 the creditors. 
 
 24. If any person is aggrieved by any act or decision Appeal 
 of the liquidator of a company which is being wound against* 
 up by order of the court, he may apply to the court, liquidator, 
 and the court may confirm, reverse, or modify the act 
 or decision complained of, and make such order in the 
 premises as it thinks just. 
 
 25. — (1.) The Board of Trade shall take cognizance control of 
 of the conduct of liquidators of companies which are fradeover 
 being wound up by order of the court, and in the event liquidators, 
 of any such liquidator not faithfully performing his 
 duties and duly observing all the requirements imposed 
 on him by statute, rules, or otherwise, with respect to 
 the performance of his duties, or in the event of any 
 complaint being made to the Board by any creditor or 
 contributory in regard thereto, the Board shall inquire 
 into the matter, and take such action thereon as may 
 be deemed expedient. 
 
 (2.) The Board may at any time require any liqui- 
 
182 THE COMPANIES (WINDING-UP) ACT, 1890. 
 
 dator of a company which is being wound up by order 
 of the court to answer any inquiry made by them in 
 relation to any winding up in which the Hquidator is 
 engaged, and may, if the Board think fit, apply to 
 the court to examine on oath the liquidator or any 
 other person concerning the winding up, 
 
 (3.) The Board may also direct a local investigation 
 to be made of the books and vouchers of the liquidator 
 of any company which is being wound up by order of 
 the court. 
 ?S'and 26.— (1.) The Lord Chancellor may, with the con- 
 fees, currence of the President of the Board of Trade, make 
 general rules for carrying into effect the objects of this 
 Act. 
 
 (2.) All general rules made under the foregoing pro- 
 visions of this section shall be laid before Parliament 
 within three weeks after they are made, if Parliament 
 is then sitting, and if Parliament is not sitting, within 
 three weeks after the beginning of the next session of 
 Parliament, and shall be judiciously noticed, and shall 
 have effect as if enacted by this Act. 
 
 (3.) Any general rule made under this sectioD shall 
 not come into operation until the expiration of one 
 month after the rule has been made and issued. 
 
 (4.) There shall be paid in respect of the proceed- 
 ings under this Act such fees as the Lord Chancellor 
 may, with the sanction of the Treasury, direct, and the 
 Treasury may direct by whom and in what manner 
 the same are to be collected and accounted for, and to 
 what account they are to be paid. 
 
 (5.) x^ll rules made and directions given by the Lord 
 Chancellor under the foregoing provisions of this sec- 
 tion shall be adopted by the authority for the time 
 being empowered to make rules for regulating the 
 practice or procedure in the chancery court of the 
 County Palatine of Lancaster, but as so adopted shall 
 have effect with the substitution of the words " vice- 
 chancellor " for the word "judge," and the word 
 "registrar" for the words "chief clerk," and of the 
 words "chambers of the registrar" for the words 
 
THE COMPANIES (WINDING-UP) ACT, 1890. 183 
 
 " chambers of the judge " and ** judge's chambers," 
 and any directions as to the remuneration to be allowed 
 to officers of that court in respect of proceedings under 
 this Act shall be subject to the sanction of the Chan- 
 cellor of the Duchy and County Palatine of Lancaster. 
 
 27. — (1.) The Board of Trade may, with the ap- officers and 
 proval of the Treasury, appoint such additional officers S""®^' 
 as may be required by the Board for the execution of 
 this Act, and may dismiss any person so appointed. 
 
 (2.) The Board of Trade, with the concurrence of the 
 Treasury, shall direct whether any and what remunera- 
 tion is to be allowed to any officer of, or person at- 
 tached to, the Board of Trade, performing any duties 
 under this Act, and may vary, increase, or diminish 
 such remuneration as they may think fit. 
 
 (3.) The Lord Chancellor, with the concurrence of 
 the Treasury, shall direct whether any and what re- 
 muneration is to be allowed to any person (other than 
 an officer of the Board of Trade) performing any duties 
 under this Act, and may vary, increase, or diminish 
 such remuneration as he may think fit. 
 
 28. — (1-) The Treasury shall annually cause to be Annnai 
 prepared and laid before both Houses of Parhament recSpteand 
 an account for the year ending with the thirty-first day expenditure 
 of March, showing the receipts and expenditure during JJ} Sffiig 
 that year in respect of proceedings under this Act, "j^l*™* 
 whether commenced under this or any previous Act, 38&"39Vict. 
 and the provisions of section twenty-eight of the ^' ^^" 
 Supreme Court of Judicature Act, 1875, shall apply 
 to the account as if the account had been required 
 by that section. 
 
 (2.) The accounts of the Board of Trade under this 
 Act shall be audited in such manner as the Treasury 
 direct, and, for the purpose of the account to be laid 
 before Parliament, the Board of Trade shall make such 
 returns and give such information as the Treasury 
 direct. 
 
 29. — (1.) The officers of the courts acting in theReturasby 
 winding up of companies shall make to the Board of " 
 Trade such returns of the business of their respective 
 
184 THE COMPANIES (WINDING-UP) ACT, 1890. 
 
 courts and ofl&ces, at such times and in such manner 
 and form as may be prescribed, and from such returns 
 the Board of Trade shall cause books to be prepared 
 which shall, under the regulations of the Board, be open 
 for public information and searches. 
 
 (2.) The Board of Trade shall also cause a general 
 annual report of all matters, judicial and financial, 
 within this Act to be prepared and laid before both 
 Houses of Parliament. 
 Proceedings 30. — (1.) All documents purporting to be orders or 
 XriSe^* ^^ certificates made or issued by the Board of Trade and 
 to be sealed with the seal of the Board, or to be signed 
 by a secretary or assistant secretary of the Board, or 
 any person authorised in that behalf by the President 
 of the Board, shall be received in evidence and deemed 
 to be such orders or certificates without further proof 
 unless the contrary is shown. 
 
 (2.) A certificate signed by the President of the 
 Board of Trade that any order made, certificate issued, 
 or act done, is the order, certificate, or act of the Board 
 of Trade, shall be conclusive evidence of the fact so 
 certified. 
 AppUcation 31. — (1.) This Act shall not, except where it is ex- 
 of Act. pressed to have a more extended apphcation, apply to 
 any company which is being wound up in pursuance of 
 an order made before the commencement of this Act. 
 
 (2.) For the purposes of this Act a company shall 
 not be deemed to be wound up by order of the court if 
 the order is to continue a winding up under the super- 
 vision of the court. 
 
 (3.) This Act shall not apply to any company unless 
 the registered office of the company is situate in Eng- 
 land or Wales, 
 interpre- 32. — (1.) In this Act, unless the context otherwise 
 
 tationof rAmiirPo 
 
 terms. requires, — 
 
 *'The Companies Acts" means the Companies Act, 
 
 1862, and the Acts amending the same. 
 "General rules" means general rules made under 
 
 this Act, and includes forms. 
 " Prescribed " means prescribed by general rules. 
 
THE COMPANIES (WINDING-UP) ACT, 1890. 185 
 
 "Stannaries Court" means the court of the Vice- 
 Warden of the Stannaries. 
 
 (2.) In Part IV. of the Companies Act, 1862, and in 25&26Vict. 
 this Act the expression **the court," when used in^'^*^* 
 relation to a company shall, unless the contrary inten- 
 tion appears, mean the court having jurisdiction under 
 this Act to wind up the company. 
 
 (3.) For the purposes of this Act the expression 
 *' registered office of a company " shall mean the place 
 which has been the registered office of the company for 
 the greater part of the six months immediately pre- 
 ceding the presentation of the petition for winding up 
 the company, and shall include, in the case of an un- 
 registered company, any place which in pursuance of 
 section one hundred and ninety-nine of the Companies 
 Act, 1862,^ is to be deemed the registered office of the 
 company for the purpose of the winding up thereof. 
 
 1 Ante p. 85. 
 
 33. The enactments mentioned in the Second Sche- Repeal, 
 dule to this Act are hereby repealed, as to England and 
 Wales, to the extent appearmg in the third column of 
 
 that schedule. 
 
 34. This Act shall come into operation on the first commence- 
 day of January one thousand eight hundred and ninety- mentof Act. 
 one. 
 
 35. — (1.) This Act may be cited as the Companies short title. 
 (Winding-up) Act, 1890. 
 
 (2.) This Act and the Companies Acts, 1862 to 1886, 
 may be cited together as the Companies Acts, 1862 to 
 1890. 
 
SCHEDULES. 
 
 Section 6. FIRST SCHEDULE. 
 
 Meetings of Creditors and Contributories. 
 
 (1.) The meetings of creditors and contributories shall be held 
 within twenty-one days after the date of the winding-up order, 
 or within such further time as the court may approve, unless a 
 special manager has been appointed, in which case such meet- 
 ing shall be held within one month from the date of such order, 
 or within such further time as aforesaid. 
 
 (2.) The official receiver of the company shall summon the 
 meeting by giving not less than seven days' notice of the time 
 and place thereof in the London Gazette and in a local paper. 
 Notice of such meeting shall also be sent by post to every person 
 appearing by the company's books to be a creditor of the com- 
 pany and to every member of the company. 
 
 (3.) The official receiver shall also, as soon as practicable^ 
 send to each creditor mentioned in the company's statement of 
 affairs, and to each person appearing from the company's books, 
 or otherwise, to be a contributory of the company, a summary 
 of the company's statement of affairs, including the causes of its 
 failure, and any observations thereon which the official receiver 
 may think fit to make ; but the proceedings at any such meeting 
 shall not be invalidated by reason of any summary or notice re- 
 quired by these rules not having been sent or received before the 
 meeting. 
 
 (4.) The meeting shall be held at such place as is in the 
 opinion of the official receiver most convenient for the majority 
 of the creditors and contributories. 
 
 (5.) The official receiver, or some person nominated by him, 
 shall be the chairman at the meetings. 
 
 (6.) A person shall not be entitled to vote as a creditor unless 
 he has duly proved a debt to be due to him from the company, 
 and the proof has been duly lodged before the time appointed 
 for the meeting. 
 
 (7.) A creditor shall not vote in respect of any unliquidated 
 or contingent debt, or any debt the value of which is not ascer- 
 tained. 
 
 (8.) For the purpose of voting, a secured creditor shall, unless. 
 
THE COMPANIES (WINDING-UP) ACT, 1890. 187 
 
 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. 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. 
 
 (9.) A creditor shall not vote in respect of any debt on or 
 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 against whom a receiving order in bankruptcy has not been 
 made, 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. 
 
 (10.) It shall be competent to the official receiver, or to the 
 liquidator, within twenty-eight days after a proof estimating the 
 value of a security as aforesaid had been made use of in voting 
 at any meeting, to require the creditor to give up the security 
 for the benefit of the creditors generally on payment of the value 
 so estimated, with an addition thereto of twenty per centum. 
 Provided, that where a creditor has 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 valuation by a new proof, and 
 deduct such new value from his debt, but in that case such 
 addition of twenty per centum shall not be made if the liqui- 
 dator requires the security to be given up. 
 
 (11.) The chairman of the meeting shall have power to admit 
 or reject a proof for the purpose of voting, but his decision shall 
 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. 
 
 (12.) A creditor or a contributory may vote either in person 
 or by proxy. 
 
 (13.) Every instrument of proxy shall be in the prescribed 
 form, and shall be issued by an official receiver, or by the liqui- 
 dator of the company, and every written part thereof shall be 
 in the handwriting of the person giving the proxy, or of any 
 manager or clerk or other person in his regular employment, or 
 of a commissioner to administer oaths in the Supreme Court of 
 Judicature in England. 
 
 (14.) General and special forms of proxy shall be sent to the 
 creditors and contributories with the notice summoning the 
 meeting, and neither the name nor description of the official 
 receiver or of any other person shall be printed or inserted in 
 the body of any instrument of proxy before it is so sent. 
 
188 THE COMPANIES (WINDING-UP) ACT, 1890. 
 
 (15.) A creditor or a contributory may give a general proxy to 
 his manager or clerk, or any other person in his regular employ- 
 ment. In such case the instrument of proxy shall state the 
 relation in which the person to act thereunder stands to the 
 creditor or contributory. 
 
 (16.) A creditor or a contributory may give a special proxy 
 to any person to vote at any specified meeting, or adjournment 
 thereof — 
 
 (a) for or against the appointment or continuance in office of 
 any specified person as liquidator or member of the 
 committee of inspection, and 
 
 (6) on all questions relating to any matter other than those 
 above referred to and arising at any specified meeting 
 or adjournment thereof. 
 
 (17.) A proxy shall not be used unless it is deposited v^ith the 
 official receiver before the meeting at which it is to be used. 
 
 (18.) Where it appears to the satisfaction of the court that 
 any solicitation has been used by or on behalf of a liquidator in 
 •obtaining proxies or in procuring the appointment of liquidator, 
 except by the direction of a meeting of creditors or contributories, 
 the court shall have power, if it think fit, to order that no re- 
 muneration shall be allowed to the person by whom or on whose 
 behalf such solicitation may have been exercised, notwithstand- 
 ing any resolution of the committee of inspection or of the credi- 
 tors or contributories to the contrary. 
 
 (19.) A creditor or a contributory may appoint the official 
 receiver to act in manner prescribed as his general or special 
 proxy. 
 
 (20.) The chairman of the meeting may, with the consent o 
 the meeting, adjourn the meeting from time to time and from 
 place to place. 
 
 (21.) A meeting shall not be competent to act for any purpose 
 except the election of a chairman, the proving of debts, and the 
 adjournment of the meeting, unless there are present or repre- 
 sented thereat, at least three creditors or contributories, or all 
 the creditors or contributories if their number does not exceed 
 three. 
 
 (22.) If within half an hour from the time appointed for the 
 meeting a quorum of creditors or contributories is not present 
 or represented, the meeting shall be adjourned to the same day 
 in the following week at the same time and place, or to such 
 other day as the chairman may appoint, not being less than 
 seven or more than twenty-one days. 
 
 (23.) The chairman of the meeting shall cause minutes of the 
 proceedings at 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 meeting. 
 
 (24.) No person acting either under a general or a special 
 proxy shall vote in favour of any resolution which would directly 
 
THE COMPANIES (WINDING-UP) ACT, 1890. 189 
 
 or indirectly place himself, his partner or employer, in a position 
 to receive any remuneration out of the estate of the company 
 otherwise than as a creditor rateably with the other creditors of 
 the company: Provided that where any person holds special 
 proxies to vote for an application to the court in favour of the 
 appointment of himself as liquidator he may use the said proxies 
 and vote accordingly. 
 
 SECOND SCHEDULE. 
 Enactments Repealed as to England and Wales. 
 
 Section 31. 
 
 Session and 
 Chapter. 
 
 Title or Short Title. 
 
 Extent of Repeal. 
 
 25 & 26 Vict. 
 
 The Companies Act, 
 
 Section eighty-one. 
 
 c. 89. - 
 
 1862 
 
 In section ninety-two 
 the words " The court 
 "shall determine 
 " whether any and 
 " what security is to be 
 " given by any official 
 " liquidator on his 
 " appointment." 
 
 Section ninety-seven. 
 
 Section one hundred 
 and sixty-five. 
 
 30 & 31 Vict. 
 
 The Companies Act, 
 
 Sections forty-one to 
 
 c. 131. 
 
 1867 forty-six. 
 
THE DmECTORS LIABILITY ACT, 
 1890. 
 
 (53 & 54 ViCTOEiA, Chaptee 64.) 
 
 Short title. 
 
 Construc- 
 tion. 
 
 Liability 
 for state- 
 ments in 
 prospectus. 
 
 1. This Act may be cited as the Directors Liabihty 
 Act, 1890. 
 
 2. This Act shall be construed as one with the 
 Companies Acts, 1862 to 1890. 
 
 3. — (1.) Where after the passing of this Act a 
 prospectus or notice invites persons to subscribe for 
 shares in or debentures or debenture stock of a com- 
 pany, every person who is a director of the company 
 at the time of the issue of the prospectus or notice, 
 and every person who having authorised such naming 
 of him is named in the prospectus or notice as a 
 director of the company or as having agreed to become 
 a director of the company either immediately or after 
 an interval of time, and every promoter of the company, 
 and every person who has authorised the issue of the 
 prospectus or notice, shall be liable to pay compensa- 
 tion to all persons who shall subscribe for any shares, 
 debentures, or debenture stock on the faith of such 
 prospectus or notice for the loss or damage bhey may 
 have sustained by reason of any untrue statement in 
 the prospectus or notice, or in any report or memor- 
 andum appearing on the face thereof, or by reference 
 incorporated therein or issued therewith, unless it is 
 proved — 
 
 {a) With respect to every such untrue statement 
 not purporting to be made on the authority of 
 an expert, or of a public official document or 
 
THE DIRECTORS LIABILITY ACT, 1890. 191 
 
 statement, that he had reasonable ground to 
 beheve, and did up to the time of the allotment 
 of the shares, debentures, or debenture stock, 
 as the case may be, believe, that the statement 
 was true ; and 
 
 (b) With respect to every such untrue statement 
 
 purporting to be a statement by or contained 
 in what purports to be a copy of or extract 
 from a report or valuation of an engineer, 
 valuer, accountant, or other expert, that it 
 fairly represented the statement made by such 
 engineer, valuer, accountant, or other expert, 
 or was a correct and fair copy of or extract 
 from the report or valuation. Provided always, 
 that notwithstanding that such untrue state- 
 ment fairly represented the statement made 
 by such engineer, valuer, accountant, or other 
 expert, or was a correct and fair copy of an 
 extract from the report or valuation, such 
 director, person named, promoter, or other 
 person, who authorised the issue of the pro- 
 spectus or notice as aforesaid, shall be liable to 
 pay compensation as aforesaid if it be proved 
 that he had no reasonable ground to believe 
 that the person making the statement, report, 
 or valuation was competent to make it ; and 
 
 (c) With respect to every such untrue statement 
 
 purporting to be a statement made by an 
 official person or contained in what purports 
 to be a copy of or extract from a public official 
 document, that it was a correct and fair re- 
 presentation of such statement or copy of or 
 extract from such document, 
 or unless it is proved that having consented to become 
 a director of the company he withdrew his consent 
 before the issue of the prospectus or notice, and that 
 the prospectus or notice was issued without his author- 
 ity or consent, or that the prospectus or notice was 
 issued without his knowledge or consent, and that on 
 becoming aware of its issue he forthwith gave reason- 
 
192 THE DIRECTORS LIABILITY ACT, 1890. 
 
 able public notice that it was so issued without his- 
 knowledge or consent, or that after the issue of such 
 prospectus or notice and before allotment thereunder, 
 he, on becoming aware of any untrue statement therein, 
 withdrew his consent thereto, and caused reasonable 
 public notice of such withdrawal, and of the reason 
 therefor, to be given. 
 
 (2.) A promoter in this section means a promoter 
 who was a party to the preparation of the prospectus 
 or notice, or of the portion thereof containing such 
 untrue statement, but shall not include any person 
 by reason of his acting in a professional capacity for 
 persons engaged in procuring the formation of the 
 company. 
 
 (3.) Where any company existing at the passing of 
 this Act, which has issued shares or debentures, shall 
 be desirous of obtaining further capital by subscrip- 
 tions for shares or debentures, and for that purpose 
 shall issue a prospectus or notice, no director of such 
 company shall be liable in respect of any statement 
 therein, unless he shall have authorised the issue of 
 such prospectus or notice, or have adopted or ratified 
 the same. 
 
 (4.) In this section the word " expert " includes any 
 person whose profession gives authority to a statement 
 made by him. 
 Indemnity 4. Where any such prospectus or notice as aforesaid 
 of^person™*^ coutaius the name of a person as a director of the 
 has been company, or as having agreed to become a director 
 inserted^as thereof, and such person has not consented to become 
 a director. ^ director, or has withdrawn his consent before the 
 issue of such prospectus or notice, and has not author- 
 ised or consented to the issue thereof, the directors of 
 the company, except any without whose knowledge or 
 consent the prospectus or notice was issued, and any 
 other person who authorised the issue of such pro- 
 spectus or notice shall be liable to indemnify the person 
 named as a director of the company, as having agreed 
 to become a director thereof as aforesaid, against all 
 damages, costs, charges, and expenses to which he 
 
THE DIRECTORS LIABILITY ACT, 1890. 193 
 
 may be made liable by reason of his name having been 
 inserted in the prospectus or notice, or in defending 
 himself against any action or legal proceedings brought 
 against him in respect thereof. 
 
 5. Every person who by reason of his being a contribu- 
 director, or named as a director or as having agreed co^.Sirec™ 
 to become a director, or of his having authorised the tors, etc. 
 issue of the prospectus or notice, has become liable to 
 make any payment under the provisions of this Act, 
 shall be entitled to recover contribution, as in cases of 
 contract, from any other person who, if sued separately, 
 would have been liable to make the same payment. 
 
 13 
 
THE FORGED TRANSFERS ACT, 1891. 
 
 (54 & 55 Victoria, Chapter 43.) 
 
 Powei to X,i — (1.) Where a company or local authority issue 
 
 pS^ation o^^ have issued shares, stock, or securities transferable 
 fro ^^rred ^^ ^^ instrument in writing or by an entry in any 
 transfer!^*^ books or register kept by or on behalf of the company 
 or local authority, they shall have power to make com- 
 pensation by a cash payment out of their funds for any 
 loss arising from a transfer of any such shares, stock, 
 or securities, in pursuance of a forged transfer or of a 
 transfer under a forged power of attorney. 
 
 (2.) Any company or local authority may, if they 
 think fit, provide, either by fees not exceeding the 
 rate of one shilling on every one hundred pounds 
 transferred,^ to be paid by the transferee upon the 
 entry of the transfer in the books of the company or 
 local authority, or by insurance, reservation of capital, 
 accumulation of income, or in any other manner which 
 they may resolve upon, a fund to meet claims for such 
 compensation. 
 \ (3.) For the purpose of providing such compensation 
 any company may borrow on the security of their pro- 
 perty, and any local authority may borrow with the 
 like consent and on the like security and subject to 
 the like conditions as to repayment by means of instal- 
 ments or the provision of a sinking fund and otherwise 
 as in the case of the securities in respect of which 
 compensation is to be provided, but any money so 
 borrowed by a local authority shall be repaid within a 
 term not longer than five years. Any expenses incurred 
 by a local authority in making compensation, or in the 
 
THE FORGED TRANSFERS ACT, 1891. 195 
 
 repayment of, or the payment of interest on, or other- 
 wise in connexion with, any loan raised as aforesaid, 
 shall, except so far as they may be met by such fees as 
 aforesaid, be paid out of the fund or rate on which the 
 security in respect of which compensation is to be made 
 is charged. 
 
 (4.) Any such company or local authority may im- 
 pose such reasonable restrictions on the transfer of 
 their shares, stock, or securities, or with respect to 
 powers of attorney for the transfer thereof, as they 
 may consider requisite for guarding against losses 
 arising from forgery. 
 
 (5.) Where a company or local authority compen- 
 sate a person under this Act for any loss arising from 
 forgery, the company or local authority shall, without 
 prejudice to any other rights or remedies, have the 
 same rights and remedies against the person liable for 
 the loss as the person compensated would have had. 
 
 1 The Forged Transfers Act, 1892, Sect. 2, post p. 197, which 
 explains this sub-section. 
 
 2 The Forged Transfers Act, 1892, Sect. 3, post p. 197. 
 
 2. For the purposes of this Act — Definitions. 
 The expression ''company" shall mean any company "Company.* 
 
 incorporated by or in pursuance of any Act of 
 Parliament, or by royal charter. 
 The expression "local authority" shall mean the "Local 
 council of any county or municipal borough, and ''^"^^^^'^"^^y-" 
 any authority having power to levy or require the 
 levy of a rate the proceeds of which are applicable 
 to public local purposes. 
 
 3. This Act shall apply to any industrial, provident, Application 
 friendly benefit, building, or loan society incorporated socllS"*^ 
 by or in pursuance of any Act of Parliament as if the etc. 
 society were a company. 
 
 4. — (1.) This Act shall apply to any harbour author- Application 
 ity or conservancy authority as if the authority were a and con^"*^ 
 
 company. servancy 
 
 (2.) For the purposes of this Act the expression ^''^^^'''^^^'^ 
 ** harbour authority " includes all persons, being pro- 
 
196 THE FORGED TRANSFERS ACT, 1891. 
 
 prietors of, or entrusted with the duty or invested 
 with the power of constructing, improving, manag- 
 ing, regulating, maintaining, or hghting any harbour 
 otherwise than for profit, and not being a joint stock 
 company. 
 
 (3.) For the purposes of this Act the expression 
 "conservancy authority" includes all persons en- 
 trusted with the duty or invested with the power of 
 conserving, maintaining, or improving the navigation 
 of any tidal water otherwise than for profit, and not 
 being a joint stock company. 
 Application 5. In the case of any colonial stock to which the 
 toM^ioniai Colonial Stock Act, 1877, applies, the Government of 
 40&41 Vict, the colony of which the stock forms the whole or part 
 ^' ^^' of the public debt may, if they think fit, by declaration 
 
 under their seal or under the signature of a person 
 authorised by them in that behalf, and in either case 
 deposited with the Commissioners of Inland Eevenue, 
 adopt this Act, and thereupon this Act shall apply to 
 the colonial stock as if the registrar of the Govern- 
 ment were a company and the stock were issued by 
 him. 
 Short title. Q, This Act may be cited as the Forged Transfers 
 Act, 1891. 
 
THE FORGED TRANSFERS ACT, 1892. 
 
 (65 & 56 Victoria, Chapter 36.) 
 
 1. This Act may be cited as the Forged Transfers short tiUe. 
 Act, 1892, and this Act and the Forged Transfers Act, l^ts^^^'""^' 
 1891, may be cited together as the Forged Transfers 
 
 Acts, 1891 and 1892. 
 
 2. Whereas by sub-section one ^ of section one of Removal of 
 the Forged Transfers Act, 1891, it is provided that theopera^ 
 such company or local authority as therein mentioned f^^ jf ^_^^ 
 "shall have power to make compensation by a cash e. 43. 
 payment out of their funds for any loss arising from 
 
 the transfer of any such shares, stock, or securities 
 in pursuance of a forged transfer, or of a transfer 
 under a forged power of attorney," and it is expedient 
 to remove doubts as to the application of the Act to 
 losses and forgeries before the passing of the Act : Be 
 it therefore enacted as follows : — 
 
 The Forged Transfers Act, 1891, shall have effect as 
 if at the end of sub-section one of section one of 
 that Act there were added the words "whether 
 such loss arises, and whether the transfer or 
 power of attorney was forged before or after the 
 passing of this Act, and whether the person re- 
 ceiving such compensation, or any person through 
 whom he claims, has or has not paid any fee or 
 otherwise contributed to any fund out of which 
 the compensation is paid." 
 
 1 Ante p. 194. 
 
 Amend- 
 
 3. Sub-section two^ of section one of the said Act mentof 
 shall be read as if, after the words " on any one hundred 0^43.^8. 1(2). 
 
198 
 
 THE FORGED TRANSFERS ACT, 1892. 
 
 pounds transferred," were inserted the words "with 
 a minimum charge equal to that for twenty-five pounds." 
 
 1 Ante p. 194. 
 
 4. Where the shares, stock, or securities of a com- 
 pany or local authority have by amalgamation or 
 takes over otherwise become the shares, stock, or securities of 
 of aSher" another company or local authority, the last-mentioned 
 company, company and authority shall have the same power 
 under the Forged Transfers Act, 1891, and this Act, 
 as the original company or authority would have had 
 if it had continued. 
 
 Provision 
 where one 
 company 
 
THE COMPANIES (WINDING-UP) 
 ACT, 1893. 
 
 (56 & 57 Victoria, Chapter 58.) 
 
 1. An order for payment of money made by the Effect of 
 court under section ten ^ of the Companies (Winding- gg'Jjg^'yfcT 
 up) Act, 1890, shall be deemed to be a final judgment c. 63.s.io. 
 within the meaning of paragraph (g) of sub-section one t^^*^ ^^*'*' 
 of section four of the Bankruptcy Act, 1883. 
 
 1 Ante p. 173. 
 
 2. This Act may be cited as the Companies (Wind- short title, 
 ing-up) Act, 1893. 
 
THE COMPANIES ACT, 1898. 
 
 (61 & 62 VicTOEiA, Chapter 26.) 
 
 Court 1. — (1-) Whenever, before or after the commence- 
 
 ^powered ment of this Act, any shares in the capital of any 
 
 relief for Company under the Companies Acts, 1862 and 1890, 
 
 pSaiuS" credited as fully or partly paid up shall have been or 
 
 with 30 & 31 may be issued for a consideration other than cash,i 
 
 s. ^! ^' ' and at or before the issue of such shares no contract 
 
 or no sufficient contract is filed with the Eegistrar of 
 
 Joint Stock Companies, in compliance with section 
 
 twenty-five of the Companies Act, 1867,^ the company 
 
 or any person interested in such shares or any of them 
 
 may apply to the court for relief, and the court, if 
 
 satisfied that the omission to file a contract or sufficient 
 
 contract was accidental or due to inadvertence, or that 
 
 for any reason it is just and equitable to grant relief, 
 
 may make an order for the filing with the registrar of 
 
 a sufficient contract in writing, and directing that on 
 
 such contract being filed within a specified period it 
 
 shall, in relation to such shares, operate as if it had 
 
 been duly filed with the registrar aforesaid before the 
 
 issue of such shares. 
 
 (2.) Any such application may be made in the manner 
 in which an application to rectify the register of mem- 
 bers may be made under section thirty-five of the 
 26 & 26 Vict. Companies Act, 1862, ^ and either before or after an 
 c. 89. order has been made or an effective resolution has been 
 
 passed for the winding up of such company, and either 
 before or after the commencement of any proceedings 
 for enforcing the liability on such shares consequent 
 on the omission aforesaid, and any such application 
 
THE COMPANIES ACT, 1898. 201 
 
 shall, if not made by the company, be served on the 
 company. 
 
 (3.) Any such order may be made on such terms 
 and conditions as the court may think fit, and the court 
 may make such order as to costs as it deems proper, 
 and may direct that an office copy of the order shall 
 be filed with the registrar aforesaid, and the order 
 shall in all respects have full efi"ect. 
 
 (4.) Where the court in any such case is satisfied 
 that the filing of the requisite contract would cause 
 delay or inconvenience, or is impracticable, it may, in 
 lieu thereof, direct the filing of a memorandum in 
 writing, in a form approved by the court specifying, 
 the consideration for which the shares were issued, 
 and may direct that on such memorandum being filed 
 within a specified period it shall in relation to such 
 shares operate as if it were a sujfficient contract in 
 writing within the meaning of section twenty -five of 
 the Companies Act, 1867,* and had been duly filed with 
 the registrar aforesaid before the issue of such shares. 
 The memorandum shall before the filing thereof be 
 stamped with the same amount of ad valorem stamp 
 duty as would be chargeable upon the requisite contract 
 unless the contract has been produced to the registrar 
 duly stamped, or unless the registrar is otherwise 
 satisfied that the contract was duly stamped. 
 
 iThe Companies Act, 1900, Sect. 7 (1) {b),post p. 207. 
 ^Kepealed by the Companies Act, 1900, Sect. S3, post p. 225. 
 '^Ante p. 15. 
 
 * Repealed by the Companies Act, 1900, and see Sect. 7 (1) (6) 
 of that Act, post p. 207. 
 
 2. The jurisdiction by the Act given to the court Jurisdic- 
 is not by implication to curtail or derogate from its Srve!*™"" 
 jurisdiction to grant relief in any such case under 
 section thirty-five of the Companies Act, 1862,i or 
 otherwise. 
 
 ^Ante p. 15. 
 
 3. This Act may be cited as the Companies Act, 1898, short title 
 and shall be read with the Companies Acts, 1862 to ^traction. 
 1893. 
 
THE COMPANIES ACT, 1900. 
 
 (63 & 64 Victoria, Chapter 48.) 
 
 Conclusive- 
 ness of 
 certificate 
 of incor- 
 poration. 
 
 Restric- 
 tions on 
 appoint- 
 ment or 
 advertise- 
 ment of 
 director. 
 
 Incorporation and Objects, 
 
 1. — (1.) A certificate of incorporation given by the 
 registrar in respect of any association shall be con- 
 clusive evidence that all the requisitions of the 
 Companies Acts in respect of registration and of 
 matters precedent and incidental thereto have been 
 complied with, and that the association is a company 
 authorised to be registered and duly registered under 
 the Companies Acts. 
 
 (2.) A statutory declaration ^ by a solicitor of the 
 High Court engaged in the formation of the company 
 or by a person named in the articles of association as 
 a director or secretary of the company of compliance 
 with all or any of the said requisitions shall be pro- 
 duced to the registrar, and the registrar may accept this 
 declaration as sufficient evidence of such compliance. 
 
 (3.) The incorporation of a company shall take effect 
 from the date of incorporation mentioned in the certifi- 
 cate of incorporation. 
 
 (4.) This section applies to all certificates of incor- 
 poration, whether given before or after the passing of 
 this Act. 
 
 1 Board of Trade form (No. 41) and fees, post p. 227. 
 Appointment and Qualification of Director. 
 
 2. — (1.) A person shall not be capable of being 
 appointed director of a company by the articles of 
 association, and shall not be named as a director or 
 
THE COMPANIES ACT, 1900. 203 
 
 proposed director of a company in any prospectus 
 issued by or on behalf of the company, unless, before 
 the registration of the articles or the publication of the 
 prospectus, as the case may be, he has by himself or 
 by his agent authorised in writing — 
 
 (i) signed and filed with the registrar a consent in 
 
 writing ^ to act as such director ; and 
 (ii) either signed the memorandum of association for 
 a number of shares not less than his qualifi- 
 cation (if any), or signed and filed ^ with the 
 registrar a contract in writing to take from 
 the company and pay for his qualification 
 shares (if any). 
 (2.) On the application for registration of the memo- 
 randum and articles of association of a company, the 
 applicant shall deliver to the registrar a list^ of the 
 persons who have consented to be directors of the 
 company, and if this list contains the name of any 
 person who has not so consented the applicant shall 
 be liable to a fine not exceeding fifty pounds. 
 
 (3.) Provided that this section shall not apply to a 
 company registered before the commencement of this 
 Act, or to a company which does not issue any invita- 
 tion to the public to subscribe for its shares,* or to a 
 prospectus issued by or on behalf of a company after 
 the expiration of one year from the date at which the 
 company is entitled to commence business.^ 
 
 ^ Board of Trade form (No. 42) and fees, post p. 228. 
 ^Fee Ss., London Gazette, 1st January, 1901. 
 •'' Board of Trade form (No. 43) and fees, post p. 228. 
 ■* Board of Trade form (No. 50) of application for certificate of 
 incorporation of such company and fees, post, p. 236. 
 ^Sect. 6,postip. 206. 
 
 3. — (1.) Without prejudice to the restrictions im- ^uaiiaca- 
 - - - - - - |.jjjj^ ^f 
 
 director. 
 
 posed by the last foregoing section, it shall be the*^'^"'** 
 
 duty of every director who is by the regulations of 
 the company required to hold a specified share quali- 
 fication, and who is not already qualified, to obtain his 
 qualification within two months after his appointment, 
 
204 THE COMPANIES ACT, 1900. 
 
 or such shorter time as may be fixed by the regulations 
 of the company. 
 
 (2.) The office of director of a company shall be 
 vacated, if the director does not within two months 
 from the date of his appointment, or wathin such 
 shorter time as may be fixed by the regulations of the 
 company, obtain his qualification, or if after the ex- 
 piration of such period or shorter time he ceases at 
 any time to hold his qualification : and a person 
 vacating office under this section shall be incapable 
 of being re-appointed director of the company until he 
 has obtained his qualification. 
 
 (3.) If after the expiration of the said period or 
 shorter time any unqualified person acts as director 
 of a company, he shall be liable to pay to the company 
 the sum of five pounds for every day during which he 
 so acts. 
 
 Allotment. 
 
 Restriction ^ 4. — (1.) No allotment shall be made of any share 
 afi^ment capital of a company ofi'ered to the public for sub- 
 scription, unless the following conditions have been 
 complied with, namely, — 
 
 (a) the amount (if any) fixed by the memorandum 
 
 or articles of association and named in the 
 prospectus as the minimum subscription upon 
 which the directors may proceed to allotment ; 
 or 
 
 (b) if no amount is so fixed and named, then the 
 
 whole amount of the share capital so offered 
 
 for subscription, 
 has been subscribed, and the sum payable on applica- 
 tion for the amount so fixed and named, or for the 
 whole amount offered for subscription, has been paid 
 to and received by the company. 
 
 (2.) The amount so fixed and named and the whole 
 amount aforesaid shall be reckoned exclusively of any 
 amount payable otherwise than in cash,i ^^^j jg in this 
 Act rsferred to as the minimum subscription. 
 
THE COMPANIES ACT, 1900. 205 
 
 (3.) The amount payable on application ou each 
 share shall not be less than five per cent, of the nominal 
 amount of the share. 
 
 (4.) If the conditions aforesaid have not been com- 
 plied with on the expiration of forty days after the 
 first issue of the prospectus, all money received from 
 applicants for shares shall be forthwith repaid to the 
 applicants without interest, and, if any such money is 
 not so repaid within forty-eight days after the issue of 
 the prospectus, the directors of the company shall be 
 jointly and severally liable to repay that money with 
 interest at the rate of five per centum per annum from 
 the expiration of the forty-eight days : Provided that 
 a director shall not be liable if he proves that the loss 
 of the money was not due to any misconduct or 
 negligence on his part. 
 
 (5.) Any condition requiring or binding any applicant 
 for shares to waive compliance with any requirement 
 of this section shall be void. 
 
 (6.) This section, except sub- section (3) thereof, shall 
 not apply to any allotment of shares subsequent to 
 the first allotment of shares offered to the public for 
 subscription. 
 
 ^ As to which, see Sect. 7 (1) (6), post p. 207. 
 
 5. — (1.) An allotment made by a company to an Effect of 
 applicant in contravention of the foregoing provisions allotment, 
 of this Act! shall be voidable at the instance of the 
 applicant within one month after the holding of the 
 statutory meeting of the company ^ and not later, and 
 shall be so voidable notwithstanding that the company 
 is in course of being wound up. 
 
 (2.) If any director of a company knowingly con- 
 travenes or permits or authorises the contravention of 
 any of the foregoing provisions of this Act with respect 
 to allotment he shall be liable to compensate the 
 company and the allottee respectively for any loss, 
 damages, or costs which the company or the allottee 
 may have sustained or incurred thereby : Provided that 
 proceedings to recover such loss, damages, or costs 
 
206 THE COMPANIES ACT, 1900. 
 
 shall not be commenced after the expiration of two 
 years from the date of the allotment. 
 
 1 Preceding Section. 
 
 2 Sect. 12,^os^p. 213. 
 
 Kestric- ^ 6. — (1.) A company shall not commence any business 
 commence- o^ exercise any borrowing powers unless^ 
 mentof (^a) shares held subject to the payment of the whole 
 
 amount thereof in cash have been allotted to 
 an amount not less in the whole than the 
 minimum subscription ; ^ and 
 (h) every director of the company has paid to the 
 company on each of the shares taken or con- 
 tracted to be taken by him, and for which he 
 is liable to pay in cash, a proportion equal to 
 the proportion payable on application and 
 allotment on the shares offered for public 
 subscription ; and 
 (c) there has been filed w^ith the registrar a statu- 
 tory declaration by the secretary or one of 
 the directors, in the prescribed form,^ that 
 the aforesaid conditions have been complied 
 with. 
 (2.) The registrar shall, on the ^ling of this statutory 
 declaration, certify that the company is entitled to com- 
 mence business, and that certificate shall be conclu- 
 sive evidence that the company is so entitled. 
 
 (3.) Any contract made by a company before the 
 date at which it is entitled to commence business shall 
 be provisional only, and shall not be binding on the 
 company until that date, and on that date it shall 
 become binding. 
 ^ (4.) Nothing in this section shall prevent the simul- 
 taneous offer for subscription of any shares and deben- 
 tures or the receipt of any application. 
 V (5.) If any company commences business or exercises 
 borrowing powers in contravention of this section, 
 every person who is responsible for the contravention 
 shall, without prejudice to any other liability, be liable 
 to a fine not exceeding fifty pounds for every day 
 during which the contravention continues. 
 
THE COMPANIES ACT, 1900. 207 
 
 (6.) Nothing in this section shall apply to a com- 
 pany registered before the commencement of this 
 Act.3 
 
 (7.) This section shall not apply to any company 
 where there is no invitation to the public to subscribe 
 for its shares. 
 
 1 Defined in Sect. 4 (2), ante p. 204. 
 
 2 Board of Trade form (No. 44) and fees, post p. 229. 
 3l8t January, 1901, Sect. 35, post p. 225. 
 
 7. — (1.) Whenever a company limited by shares Return as to 
 makes any allotment of its shares, the company shall allotments, 
 within one month thereafter file with the registrar — 
 (a) a return 1 of the allotments, stating the number 
 and nominal amount of the shares comprised 
 in the allotment, the names, addresses, and 
 descriptions of the allottees, and the amount 
 (if any) paid or due and payable on each share ; 
 and 
 (6) in the case of shares allotted in whole or in part 
 for a consideration other than cash, a contract 
 in writing ^ constituting the title of the allottee 
 to such allotment, together with any contract 
 of sale, or for services or other consideration 
 in respect of which such allotment was made, 
 such contracts being duly stamped, and a re- 
 turn 1 stating the number and nominal amount 
 of shares so allotted, the extent to which they 
 are to be treated as paid up, and the considera- 
 tion for which they have been allotted. 
 (2.) If default is made in complying with the re- 
 quirements of this section, every director, manager, 
 secretary, or other officer of the company, who is 
 knowingly a party to the default, shall be liable to a 
 fine not exceeding fifty pounds for every day during 
 which the default continues. 
 
 1 Board of Trade form (No. 45) and fees, post p. 230. . , 
 
 2 Fee for filing 5s., London Gazette, 1st January, 1901. \/ 
 
 8. — (1.) Upon any ofier of shares to the public for sions, 
 subscription, it shall be lawful for a company to pay a etc!'*^""^"' 
 
208 THE COMPANIES ACT, 1900. 
 
 commission to any person in consideration of his sub- 
 scribing or agreeing to subscribe, whether absolutely 
 or conditionally, for any shares in the company, or 
 procuring or agreeing to procure subscriptions, whether 
 absolute or conditional, for any shares in the company, 
 if the payment of the commission and the amount 
 or rate per cent, of the commission paid or agreed to 
 be paid are respectively authorised by the articles of 
 association ^ and disclosed in the prospectus, ^ and the 
 commission paid or agreed to be paid does not exceed 
 the amount or rate so authorised. 
 
 1 The Companies Act, 1862, Sect. 14, ante p. 6. 
 
 2 Defined in Sect. 30, post p. 224, and see next Section. 
 
 \ / (2.) Save as aforesaid no company shall apply any 
 ^ of its shares or capital money either directly or in- 
 directly in payment of any commission, discount, or 
 allowance, to any person in consideration of his sub- 
 scribing or agreeing to subscribe, whether absolutely 
 or conditionally, for any shares of the company, or 
 procuring or agreeing to procure subscriptions, whether 
 absolute or conditional, for any shares in the company, 
 whether the shares or money be so applied by being 
 added to the purchase money of any property acquired 
 by the company or to the contract price of any work 
 to be executed for the company, or the money be paid 
 out of the nominal purchase money or contract price, 
 or otherwise. 
 
 (3.) But nothing in this section shall affect the power 
 of any company to pay such brokerage as it has here- 
 tofore been lawful for a company to pay. 
 
 Prospectus. ^ 
 
 Filing of 9. — (i.) Every prospectus issued by or on behalf of 
 
 prospectus. ^ company or in relation to any intended company 
 
 shall be dated, and that date shall, unless the contrary 
 
 be proved, be taken as the date of publication of the 
 
 prospectus. 
 
 (2.) A copy of every such prospectus shall be signed 
 
 by every person who is named therein as a director 
 
THE COMPANIES ACT, 1900. 209 
 
 or proposed director of the company, or by his agent 
 authorised in writing, and shall be filed ^ with the 
 registrar on or before the date of its publication. 
 
 (3.) The registrar shall not register any prospectus 
 unless it is so dated and signed. No prospectus shall 
 be issued until so filed for registration, and every pro- 
 spectus shall state on the face of it that it has been so 
 filed. 
 
 1 Defined in Sect. 30, post p. 224. 
 
 2 Fee 5s., Lcmiion Ga^e^fe, 1 January, 1901. , , 
 
 10.^ — (1.) Every prospectus issued by or on behalf specific 
 of a company, or by or on behalf of any person who is ments as to 
 or has been engaged or interested in the formation of Jf p^r^^*''^ 
 the company, must state — spectus. 
 
 {a) the contents of the memorandum of association, 
 with the names, descriptions, and addresses 
 of the signatories, and the number of shares 
 subscribed for by them respectively ; and the 
 number of founders' or management shares, if 
 any, and the nature and extent of the interest 
 of the holders in the property and profits of 
 the company ; and 
 {h) the number of shares, if any, fixed by the articles 
 of association as the qualification of a director, 
 and any provision in the articles of association 
 as to the remuneration of the directors ; and 
 (c) the names, descriptions, and addresses of the 
 
 directors or proposed directors ; and 
 {d) the minimum subscription ^ on which the directors 
 may proceed to allotment, and the amount pay- 
 able on application and allotment on each share ; 
 and in the case of a second or subsequent offer 
 of shares, the amount offered for subscription 
 on each previous allotment, and the amount 
 actually allotted ; and the amount, if any, paid 
 on such shares ; and 
 (e) the number and amount of shares and dejieatures V 
 issued, or agreed to be issued, as fully or partly 
 paid up otherwise than in cash, and in the 
 14 
 
210 THE COMPANIES ACT, 1900. 
 
 latter case the extent to which they are so 
 paid up, and in either case the consideration 
 for which such shares or debentures have 
 been issued or are proposed or intended to be 
 issued; and 
 
 (/) the names and addresses of the vendors of any 
 property^ purchased or acquired by the com- 
 pany, or proposed so to be purchased or ac- 
 quired, which is to be paid for wholly or partly 
 out of the proceeds of the issue offered for sub- 
 scription by the prospectus, or the purchase or 
 acquisition of which has not been completed 
 at the date of publication of the prospectus,"* 
 and the amount payable in cash, shares, or 
 debentures, to the vendor, and where there is 
 more than one separate vendor, or the company 
 is a sub-purchaser, the amount so payable to 
 each vendor ; and 
 
 (gf) the amount (if any) paid or payable as purchase 
 money in cash, shares, or debentures, of any 
 such property as aforesaid, specifying the 
 amount payable for good- will; and 
 
 (h) the amount (if any) paid or payable as com- 
 mission^ for subscribing or agreeing to sub- 
 scribe, or procuring or agreeing to procure 
 subscriptions, for any shares in the company, 
 or the rate of any such commission ; and 
 \^ (i) the amount or estimated amount of preliminary 
 expenses ; and 
 
 (j) the amount paid or intended to be paid to any 
 promoter and the consideration for any such 
 payment ; and 
 
 (k) the dates of and parties to every material con- 
 tract, and a reasonable time and place at 
 which any material contract or a copy thereof 
 may be inspected : Provided that this require- 
 ment shall not apply to a contract entered 
 into in the ordinary course of the business 
 carried on or intended to be carried on by 
 the company, or to any contract entered into 
 
THE COMPANIES ACT, 1900. 211 
 
 more than three years before the date of pubh- 
 cation of the prospectus ; and 
 (l) the names and addresses of the auditors (if any) 
 
 of the company ; and 
 (m) full particulars of the nature and extent of the 
 interest (if any) of every director in the pro- 
 motion of or in the property proposed to be 
 acquired by the company, with a statement 
 of all sums paid or agreed to be paid to him 
 in cash or shares by any person either to 
 qualify him as a director or otherwise for 
 services rendered by him in connection with 
 the formation of the company. 
 (2.) For the purposes of this section every person 
 shall be deemed to be a vendor ^ who has entered into 
 any contract, absolute or conditional, for the sale or 
 purchase, or for any option of purchase, of any property 
 to be acquired by the company, in any case where — 
 (a) the purchase money is not fully paid at the date 
 
 of publication of the prospectus ; or 
 {b) the purchase money is to be paid or satisfied 
 wholly or in part out of the proceeds of the 
 issue offered for subscription by the prospectus ; 
 or 
 (c) the contract depends for its validity or fulfilment 
 
 on the result of such issue. 
 (3.) Where any of the property to be acquired by 
 the company is to be taken on lease, this section shall 
 apply as if the expression ''vendor" included the 
 lessor, and the expression "purchase money" in- 
 cluded the consideration for the lease, and the ex- 
 pression "sub-purchaser" included a sub-lessee. 
 
 (4.) This section shall not apply to a circular or 
 notice inviting existing members or debenture holders 
 of a company to subscribe for further shares or deben- 
 tures, but, subject as aforesaid, this section shall apply 
 to any prospectus whether issued on or with reference 
 to the formation of a company or subsequently : Pro- 
 vided that — 
 
 (a) the requirements as to the memorandum of as 
 
212 THE COMPANIES ACT, 1900. 
 
 sociation, and the qualification, remuneration, 
 and interest of directors, the names, descrip- 
 tions, and addresses of directors or proposed 
 directors, and the amount or estimated amount 
 of preUminary expenses, shall not apply in the 
 case of a prospectus pubhshed more than one 
 year after the date at which the company is 
 entitled to commence business ; "^ and 
 (i) in the case of a prospectus published more than 
 one year after the date at which the company 
 is entitled to commence business,'' the obliga- 
 tion to disclose all material contracts shall be 
 limited to a period of two years immediately 
 preceding the publication of the prospectus. 
 (5.) Any condition requiring or binding any applicant 
 for shares or debentures to waive compliance with any 
 requirement of this section, or purporting to affect him 
 with notice of any contract, document, or matter not 
 specifically referred to in the prospectus, shall be void. 
 (6.) Where any such prospectus as is mentioned in 
 this section is published as a newspaper advertisement, 
 it shall not be necessary to specify the contents of the 
 memorandum of association or the signatories thereto, 
 and the number of shares subscribed for by them. 
 
 (7.) In the event of non-compliance with any of the 
 requirements of this section, a director or other person 
 responsible for the prospectus shall not incur any 
 hability by reason of the non-compliance, if he proves 
 that — 
 
 (a) as regards any matter not disclosed, he was not 
 
 cognisant thereof ; or 
 (6) the non-compliance arose from an honest mistake 
 
 of fact on his part. 
 Provided that in the event of non-compliance with 
 the requirements contained in paragraph (m) of sub- 
 section (1) of this section no director ^ or other person 
 shall incur any liabihty in respect of such non-com- 
 pliance unless it be proved that he had knowledge of 
 the matters not disclosed. 
 
 (8.) Nothing in this section shall limit or diminish 
 
THE COMPANIES ACT, 1900. 213 
 
 any liability which any person ^ may incur under the 
 general law apart from this section. 
 
 ^This Section replaces Sect. 38 of the Companies Act, 1867, 
 ante p. 143. 
 
 2 Sect. 4 (2), ante p. 204. 
 
 •^Sub-Sects. (2) and (3), p. 211. 
 
 ''Sect. 9 (1), ante^. 208. 
 
 5 Sect. 8, anteip. 207. 
 
 ^Next Sub-Section. 
 
 7 Sect. 6, ante p. 206. 
 
 ^ As to liability of Directors, see the Directors Liability Act, 
 1890, ante p. 190. 
 
 11. A company shall not prior to the statutory Restriction 
 meeting ^ vary the terms of a contract referred to in tion oF* 
 the prospectus, except subject to the approval of the ^^'■'"^^j^"' 
 statutory meeting. prospectus. 
 
 ^Next Section, Sub-Sect. 2 (e). 
 
 Statutory Meeting. 
 
 12.^ — (1.) Every company limited by shares and First 
 registered after the commencement ^ of this Act shall, meeting of 
 within a period of not less than one month nor more company, 
 than three months from the date at which the company 
 is entitled to commence business,^ hold a general meet- 
 ing of the members of the company, which shall be 
 called the statutory meeting. 
 
 (2.) The directors shall, at least seven days before 
 the day on which the meeting is held, forward to 
 every member of the company a report* certified by 
 not less than two directors of the company, or, where 
 there are less than two directors, by the sole director 
 and manager, stating : — 
 
 (a) the total number of shares allotted, distinguishing 
 shares allotted as fully or partly paid up 
 otherwise *than in cash, and stating in the 
 case of shares partly paid up the extent to 
 which they are so paid up, and in either case 
 the consideration for which they have been 
 allotted ; 
 
214 THE COMPANIES ACT, 1900. 
 
 (6) the total amount of cash received by the com- 
 pany in respect of such shares, distinguished 
 as aforesaid ; 
 
 (c) an abstract of the receipts and payments of 
 
 the company on capital account to the date 
 of the report, and an account or estimate of 
 the preliminary expenses of the company ; 
 
 (d) the names, addresses, and descriptions of the 
 
 directors, auditors^ (if any), manager (if any), 
 and secretary of the company ; and 
 
 (e) the particulars of any contract, the modification ^ 
 
 of which is to be submitted to the meeting for 
 its approval, together with the particulars of 
 the modification or proposed modification. 
 
 (3.) The report shall, so far as it relates to the shares 
 allotted by the company, and to the cash received in 
 respect of such shares, and to the receipts and pay- 
 ments of the company on capital account, be certified 
 as correct by the auditors,^ if any, of the company. 
 
 (4.) The directors shall cause a copy of the report,'^ 
 certified as by this section required, to be filed with 
 the registrar forthwith after the sending thereof to 
 the members of the company. 
 
 (5.) The directors shall cause a list showing the 
 names, descriptions, and addresses of the members of 
 the company, and the number of shares held by them 
 respectively, to be produced at the commencement of 
 the meeting, and to remain open and accessible to any 
 member of the company during the continuance of the 
 meeting. 
 
 (6.) The members of the company present at the 
 meeting shall be at liberty to discuss any matter 
 relating to the formation of the company, or arising 
 out of the report, whether previous notice has been 
 given or not, but no resolution of which notice has 
 not been given in accordance with the articles of 
 association may be passed. 
 
 (7.) The meeting may adjourn from time to time, 
 and at any such adjourned meeting any resolution of 
 which notice has been given in accordance with the 
 
THE COMPANIES ACT, 1900. 215 
 
 articles of association, either before or subsequently to 
 the former meeting, may be passed, and the adjourned 
 meeting shall have the same powers as an original 
 meeting. 
 
 (8.) If default is made in filing such report* as 
 aforesaid or in holding the statutory meeting, then, 
 at the expiration of fourteen days after the last day 
 on which the meeting ought to have been held, any 
 shareholder may petition the Court for the winding up 
 of the company," and upon the hearing of the petition 
 the Court may either direct that the company be 
 wound up, or give directions for the report being filed 
 or a meeting being held, or make such other order as 
 may be just, and may order that the costs of the 
 petition be paid by any persons who in the opinion 
 of the Court are responsible for the default. 
 
 1 This Section replaces Sect. 39 of the Companies Act, 1867, 
 ante p. 143. 
 
 2 1st January, 1901, see Sect, 35, post p. 225. 
 
 3 Sect. 6, ante p. 206. 
 
 4 Board of Trade form (No. 46) and fees, post pp. 231, 232. 
 
 5 Sect. 21 (4), ^os^ p. 221. 
 «Sect. 11, ante p. 213. 
 
 'The Companies Act, 1862, Sect. 82, ante p. 36. 
 
 13. — (1.) Notwithstanding anything in any regula- Extra- 
 tions of a company, the directors of a company shall, genera,^ 
 on the requisition of the holders of not less than meeting, 
 one-tenth of the issued capital of the company upon 
 which all calls or other sums then due have been 
 paid, forthwith proceed to convene an extraordinary 
 general meeting of the company. 
 
 (2.) The requisition must state the objects of the 
 meeting, and must be signed by the requisitionists 
 and deposited at the office of the company, and may 
 consist of several documents in like form each signed 
 by one or more requisitionists. 
 
 (3.) If the directors of the company do not proceed 
 to cause a meeting to be held within twenty-one days 
 from the date of the requisition being so deposited, the 
 requisitionists, or a majority of them in value, may 
 
216 THE COMPANIES ACT, 1900. 
 
 themselves convene the meeting, but any meeting so 
 convened shall not be held after three months from 
 the date of such deposit. 
 
 (4.) If at any such meeting a resolution requiring 
 confirmation at another meeting is passed, the directors 
 shall forthwith convene a further extraordinary general 
 meeting for the purpose of considering the resolution 
 and, if thought fit, of confirming it as a special resolu- 
 tion ; and, if the directors do not convene the meet- 
 ing within seven days from the date of the passing of 
 the first resolution, the requisitionists, or a majority of 
 them in value, may themselves convene the meeting. 
 
 (5.) Any meeting convened under this section by the 
 requisitionists shall be convened in the same manner, 
 as nearly as possible, as that in which meetings are to 
 be convened by directors. 
 
 Mortgages and Charges. 
 Registra- 14, — (1.) Every mortgaeje or charere created by a 
 
 tionofmort- cj. it ^ i- ^i • * < "^ n 
 
 gages and company alter the commencement of this Act and 
 charges. being either — 
 
 (a) a mortgage or charge for the purpose of securing 
 
 any issue of debentures ; ^ or 
 (h) a mortgage or charge_on_jincalled capital of the 
 
 company; or 
 (c) a mortgage or charge created or evidenced by an 
 instrument which, if executed by an individual, 
 would require registration as a bill of sale ; or 
 {d) a floating charge on the undertaking or property 
 of the company, 
 shall, so far as any security on the company's property 
 or undertaking is thereby conferred, be void against the 
 liquidator and any creditor of the company, unless filed 
 with the registrar for registration in manner required 
 by this Act 2 within twenty-one days after the date of 
 its creation, but without prejudice to any contract or 
 obligation for repayment of the money thereby secured. 
 (2.) Where the mortgage or charge comprises pro- 
 perty outside the United Kingdom, it shall, so far as 
 
THE COMPANIES ACT, 1900. 217 
 
 that property is concerned, be sufficient compliance 
 with the requirements of this section, if a deed purport- 
 ing to specifically charge such property be registered not- 
 withstanding that further proceedings may be neces- 
 sary to make such mortgage or charge valid or effectual 
 according to the law of the country in which such pro- 
 perty is situate. 
 
 (3.) The registrar shall keep, with respect to each 
 company, a register in the prescribed ^ form of all such 
 mortgages and charges created by the company after 
 the commencement of this Act, and requiring regis- 
 tration under this section, and shall, on payment of the 
 prescribed fee,* enter in the register, with respect to 
 every such mortgage or charge, the date of creation, 
 the amount secured by it, short particulars of the 
 property mortgaged or charged, and the names of the 
 mortgagees or persons entitled to the charge. 
 
 (4.) Provided that where a series of debentures con- 
 taining any charge to the benefit of which the debenture 
 holders of that series are entitled pari passu is created 
 by a company, it shall be sufficient to enter on the 
 register — 
 
 (a) the total amount secured by the whole series ; 
 
 and 
 
 (b) the dates of the resolutions creating the series 
 
 and of the covering deed, if any, by which the 
 security is created or defined ; and 
 
 (c) a general description of the property charged ; 
 
 and 
 
 (d) the names of the trustees, if any, for the deben- 
 ture holders. 
 
 (5.) Where more than one issue is made of deben- 
 tures in the same series, the company may require the 
 registrar to enter on the register the date and amount 
 of any particular issue, but an omission to do this shall 
 not effect the validity of the debentures issued. 
 
 (6.) The registrar shall give a certificate under his 
 hand of the registration of any mortgage or charge re- 
 gistered in pursuance of this section, stating the amount 
 thereby secured (which certificate shall be conclusive 
 
218 THE COMPANIES ACT, 1900. 
 
 evidence that the requirements of this section as to 
 registration have been compUed with), and the company- 
 shall cause a copy of the certificate so given to be en- 
 dorsed on every debenture or certificate of debenture 
 stock which is issued by the company, and the pay- 
 ment of which is secured by the mortgage or charge 
 so registered. 
 
 (7.) It shall be the duty of the company to register 
 every mortgage or charge created by the company and 
 requiring registration under this section, and for that 
 purpose to supply the registrar with the particulars 
 required for registration ; ^ but any such mortgage or 
 charge may be registered on the application of any 
 person interested therein. 
 
 (8.) The register kept, in pursuance of this section, 
 of the mortgages and charges of each company shall 
 be open to inspection by any person on payment of 
 the prescribed fee,^ not exceeding one shilling for each 
 inspection. 
 
 (9.) Every company shall cause a copy of every 
 instrument creating any mortgage or charge requir- 
 ing registration under this section, to be kept at the 
 registered office of the company, and to be open 
 to inspection by the members and creditors of the 
 company on payment of such fee, not exceeding one 
 shilling for each inspection, as may be fixed by the 
 regulations of the company. Provided that in the case 
 of a series of uniform debentures a copy of one such 
 debenture shall be sufficient. 
 
 ^ Including debenture stock, Sect. 30, post p. 225. 
 
 2 Sub-Sect. 3 and following Sub-Sects, of this Section. 
 
 3 By Board of Trade, Sect. 30, post p. 224. 
 
 ^ See for fees prescribed under this Sect., post p. 225. 
 ^ Board of Trade form (No. 47), post p. 224. 
 
 15. A judge of the High Court, on being satisfied 
 that the omission to register a mortgage or charge 
 within the time required by this Act,^ or the omission 
 or misstatement of any particular with respect to any 
 such mortgage or charge, was accidental, or due to 
 
THE COMPANIES ACT, 1900. 219 
 
 inadvertence or to some other sufficient cause, or is 
 not of a nature to prejudice the position of creditors or 
 shareholders of the company, or that on other grounds 
 at is just and equitable to grant relief may, on the 
 application of the company or any person interested, 
 and on such terms and conditions as seem to the judge 
 just and expedient, order that the time for registration 
 be extended, or, as the case may be, that the omission 
 or misstatement be rectified. 
 
 1 Twenty-one days after creation of charge, Sect, 14 (1), 
 ante p. 216. 
 
 16. The registrar may, on evidence being given to Entry of 
 his satisfaction that the debt for which any registered satisfaction 
 mortgage or charge was given has been paid or satisfied, 
 
 order that a memorandum of satisfaction ^ be entered on 
 the register, and shall if required furnish the company 
 with a copy ^ thereof. 
 
 ^ Board of Trade form (No. 49) and fees, post p. 236. 
 
 2 On fee of 5s., London Gazette, 1st January, 1901. 
 
 17. The registrar shall keep a chronological index, index to 
 in the prescribed form and with the prescribed particu- mfJtSges^ 
 lars, to the mortgages or charges registered under this ^v^^ 
 Act. ''^®^' 
 
 18. If any company makes default in complying Penalties, 
 with the requirements of this Act as to the registration 
 
 of any mortgage or charge created by the company, the 
 company and every director, manager, and other officer 
 of the company, who knowingly and wilfully authorised 
 or permitted such default shall, without prejudice to 
 any other liabiUty, be liable on summary conviction to 
 a fine not exceeding one hundred pounds ; and if any 
 person knowingly and wilfully authorises or permits 
 the delivery of any debenture or certificate of debenture 
 stock required by this Act to be registered, without a 
 copy of the certificate of the registrar being endorsed 
 upon it,i he shall, without prejudice to any other lia- 
 bility, be liable on summary conviction to a fine not 
 exceeding one hundred pounds. 
 1 As required by Sect. 14 (6), ante p. 217. 
 
220 THE COMPANIES ACT, 1900. 
 
 Annual Sumjnary. 
 
 Annual 19. — (1.) The summary mentioned in section twenty- 
 
 IsA^eVict. six of the Companies Act, 1862/ shall be so framed as 
 c. 89. to distinguish between the shares issued for cash and 
 
 the shares issued otherwise than for cash or only partly 
 for cash, and shall, in addition to the particulars re- 
 quired by that section to be specified, also specify — 
 (a) the total amount of debt due from the company 
 in respect of all mortgages and charges which 
 require registration under this Act, or which 
 would require such registration if created after 
 the commencement of this Act ; ^ and 
 (h) the names and addresses of the persons who are 
 the directors of the company ^ at the date of the 
 summary. 
 (2.) The list and summary mentioned in the said 
 section twenty-six must be signed by the manager or 
 by the secretary of the company. 
 
 Mn^p. 12. 
 
 2 Under Sect. 14, ant^ p. 216. 
 
 =^ Board of Trade form (No. 6b), post p. 226. 
 
 Amend- 2 • Sections forty-five and forty-six of the Companies- 
 
 26^vic^^c^* Act, 1862,1 shall apply to companies having a capital 
 89.88.45,46. divided into shares, and the words " and not having a 
 
 capital divided into shares " in those sections shall be 
 
 repealed. 
 
 1 Ante p. 21. 
 
 Audit.^ 
 
 Appoint- 21. — (1-) Everycompanyshall at each annual general 
 
 aStori meeting appoint an auditor or auditors to hold office 
 until the next annual general meeting. 
 
 (2.) If an appointment of auditors is not made at an 
 annual general meeting, the Board of Trade may, on 
 the application of any member of the company, appoint 
 an auditor of the company for the current year, and fix 
 the remuneration to be paid to him by the company 
 for his services. 
 
THE COMPANIES ACT, 1900. 221 
 
 (3.) A director or officer of the company shall not be 
 capable of being appointed auditor of the company. 
 
 (4.) The first auditors of the company may be ap- 
 pointed by the directors before the statutory meeting, 
 and if so appointed shall hold office until the first 
 -annual general meeting, unless previously removed by 
 a resolution of the shareholders in general meeting, 
 in v^hich case the shareholders at such meeting may 
 appoint auditors. 
 
 (5.) The directors of a company may fill any casual 
 vacancy in the office of auditor, but while any such 
 vacancy continues the surviving or continuing auditor 
 or auditors, if any, may act. 
 
 ^ As to Banking Companies, see the Companies Act, 1879, 
 Sect. 7, ante p. 151, also Table A, 83 to 94, ante pp. 104, 105. 
 
 22. The remuneration of the auditors of a company Remunera- 
 shall be fixed by the company in general meeting, auditors, 
 except that the remuneration of any auditors appointed 
 before the statutory meeting, ^ or to fill any casual 
 vacancy,^ may be fixed by the directors. 
 
 1 Sect. 21 (4). 
 
 2 Sect. 21 (5). 
 
 23. Every auditor of a company shall have a right Rights and 
 of access at all times to the books and accounts and aud\tors. 
 vouchers of the company, and shall be entitled to 
 require from the directors and officers of the company 
 
 such information and explanation as may be necessary 
 for the performance of the duties of the auditors, and 
 the auditors shall sign a certificate at the foot of the 
 balance sheet stating whether or not all their require- 
 ments as auditors have been complied with, and shall 
 make a report to the shareholders on the accounts 
 examined by them, and on every balance sheet laid 
 before the company in general meeting during their 
 tenure of office ; and in every such report shall state 
 whether, in their opinion, the balance sheet referred to 
 in the report is properly drawn up so as to exhibit a 
 true and correct view of the state of the company's 
 
222 THE COMPANIES ACT, 1900. 
 
 affairs as shown by the books of the company ; and 
 such report shall be read before the company in 
 general meeting. 
 
 Winding up. 
 
 Application 24. The provisions of section two^ of the Joint 
 vicL*io4. Stock Companies Arrangement Act, 1870, shall apply 
 s- 2. not only as between the company and the creditors, 
 
 or any class thereof, but as between the company and 
 
 the members, or any class thereof. 
 ^ Ante p. 145. 
 Amendment 25. In a voluntary winding up an application under 
 Vict c 89. section one hundred and thirty-eight ^ of the Companies 
 s. 138, as to Act, 1862, may be made by any creditor of the com- 
 ?£?,'r pany. 
 
 1 Ante p. 58. 
 
 Defunct Companies. 
 
 Amendment 26. — (1-) Where a company is being wound up and 
 
 striking ^^ the registrar has reasonable cause to believe that no 
 
 names of liquidator is acting, or that the affairs of the company 
 
 companies are fuUy wound up, and the returns required to be 
 
 off register, made by the liquidator have not been made for a period 
 
 of six consecutive months after notice by the registrar 
 
 demanding the returns has been sent by post to the 
 
 registered address of the company, or to the hquidator 
 
 at his last known place of business, the provisions of 
 
 43 Vict. c. 10. section seven ^ of the Companies Act, 1880, shall apply 
 
 in like manner as if the registrar had not within one 
 
 month after sending the second letter therein mentioned 
 
 received any answer thereto. 
 
 (2.) In sub-section five'^ of the said section seven, 
 after the words " or member," in each place where 
 they occur, shall be inserted the words " or creditor," 
 and in the same sub-section, after the word " opera- 
 tion," the words " or otherwise " shall be substituted 
 for the word " and ". 
 
 ''^Ante p. 156. 
 ^Ante p. 157. 
 
v'of ^^'■ 
 
 THE COMPANIES ACT, 1^19Q^ 
 
 of 
 
 Companies limited by Guarantee.^ i 
 
 \y 
 
 27. — (1-) A company limited by guarantee shall not Provisions 
 be capable of having a capital divided into shares, un- miSies"™ 
 less the memorandum of association so provides, and limited by 
 specifies the amount of its capital (subject to increase ^*''*" 
 or reduction in accordance with the Companies Acts) 
 and the number of shares into which the capital is 
 divided. 
 
 (2.) Every provision in any memorandum or articles 
 of association or resolution of a company (whether 
 limited by guarantee or otherwise) purporting to divide 
 the undertaking of the company into shares or interests 
 shall for the purposes of this section be treated as a 
 provision for a capital divided into shares, notwith- 
 standing that the nominal amount or number of the 
 shares or interests is not specified thereby. 
 
 (3.) In the case of a company limited by guarantee 
 and not having a capital divided into shares, every 
 provision in the memorandum or articles of association 
 or in any resolution of the company purporting to give 
 any person a right to participate in the divisible profits 
 of the company otherwise than as a member shall be 
 void. 
 
 (4.) This section shall apply only to companies 
 registered after the commencement of this Act. 
 
 1 The Companies Act, 1862, Sect. 9, ante p. 4 ; Sect, 14, p. 6 ; 
 Sect. 90, p. 38 ; Sect. 134, p. 57, and Form C, p. 116 et seg^. 
 
 False Statements. 
 
 28. If any person in any return, report, certificate, Penalty for 
 balance sheet, or other document, required by or for ^enV*^^*^ 
 the purposes of this Act, wilfully makes a statement 
 false in any material particular, knowing it to be false, 
 he shall be guilty of a misdemeanor, and shall be liable 
 on conviction on indictaient to imprisonment for a 
 term not exceeding two years, with or without hard 
 labour, and on summary conviction to imprisonment 
 for a term not exceeding four months, with or without 
 
224 THE COMPANIES ACT, 1900. 
 
 hard labour, and in either case to a fine in Ueu of or 
 in addition to such imprisonment as aforesaid : Pro- 
 vided that the fine imposed on summary conviction 
 shall not exceed one hundred pounds. 
 
 Conversion of Stock into Shares. 
 
 Conversion 29. Every company limited by shares, and which 
 share? '"^'' has in pursuance of the Companies Act, 1862, i con- 
 25 & 26 Vict, verted any portion of its shares into stock, may so far 
 modify the conditions in its memorandum of associa- 
 tion, if authorised to do so by its articles as originally 
 framed or as altered by special resolution in manner 
 provided in the Companies Act, 1862,2 as to reconvert 
 such stock into paid-up shares of any denomination. 
 
 1 Sect. 12 thereof, ante p. 5. 
 
 2 Sect. 50 thereof, ante p. 22. 
 
 Supplemental. 
 
 Definitions. 30. lu this Act, unless the context otherwise re- 
 quires, — 
 
 The expression "Companies Acts" means the 
 Companies Act, 1862, and the Acts amending 
 the same ; 
 
 The expression " company " means a company 
 registered under the Companies Acts ; 
 
 The expression "director" includes any person 
 occupying the position of director, by whatever 
 name called ; 
 
 The expression "registered" means registered 
 under the Companies Acts ; 
 
 The expression " prescribed " means prescribed by 
 the Board of Trade ; 
 
 The expression "prospectus" means any pro- 
 spectus, notice, circular, advertisement, or other 
 invitation, offering to the pubhc for subscrip- 
 tion or purchase any shares or debentures of 
 a company ; 
 
THE COMPANIES ACT, 1900. 225 
 
 u 
 
 The expression "debenture" includes debenture 
 
 stock ; 
 Other expressions ^ have the same meanings as in 
 
 the Companies Act, 1862. 
 
 1 For these, see in Index under " Definition ". 
 
 31. This Act shall, except as otherwise expressed, Application 
 apply to every company, whether formed before or ^^ ^^^ 
 after the commencement of this Act. 
 
 32. The Companies (Winding-up) Act, 1890, and construc- 
 this Act, shall have effect as part of the Companies Act, 54*'vict.?.^. 
 1862 ; but nothing in this section shall be construed and of Act. 
 as extending the Companies (Winding-up) Act, 1890, 
 
 to Scotland or Ireland. 
 
 33. — (1-) Section twenty-five ^ of the Companies Repeal. 
 Act, 1867, and the other enactments mentioned in the 
 schedule to this Act, to the extent specified in the third 
 column of that schedule, are hereby repealed. 
 
 (2.) No proceedings under section twenty-fivfe^ of 
 the Companies Act, 1867, shall be commenced after 
 the commencement of this Act. 
 
 ^ Ante ^.139. 
 
 34. This Act shall apply to Scotland, subject to the Application 
 following provisions and modifications : — ^° Scotland. 
 
 (1.) "Solicitor of the High Court" shall mean 
 enrolled law agent ; 
 
 (2.) The provisions of this Act with respect to the 
 registration of mortgages and charges shall not 
 apply to companies registered in Scotland ; 
 
 (3.) All prosecutions for offences or fines shall be at 
 the instance of the Lord Advocate or a pro- 
 curator fiscal as the Lord Advocate may direct. 
 
 35. This Act shall, except as otherwise expressed, commence- 
 come into operation on the first day of January one "^®"** 
 thousand nine hundred and one. 
 
 36. This Act may be cited as the Companies Act, short title. 
 1900, and may be cited with the Companies Acts, 1862 
 
 to 1898. 
 
 15 
 
Section 33. 
 
 SCHEDULE. 
 
 Enactments repealed. 
 
 Session and 
 Chapter. 
 
 Shiort Title. 
 
 Extent of Repeal. 
 
 25 & 26 Vict. 
 
 The Companies Act, 
 
 Section eighteen, from 
 
 c. 89. 
 
 1862. 
 
 " A certificate " to the 
 end of the section. 
 
 In sections forty-five and 
 forty-six, the words 
 " and not having a 
 capital divided into 
 shares." 
 
 Section one hundred and 
 ninety-two. 
 
 30 & 31 Vict. 
 
 The Companies Act, 
 
 Sections twenty-five, 
 
 c. 131. - 
 
 1867. 
 
 thirty-eight, and 
 
 
 
 thirty-nine. 
 
 TABLE OF FORMS directed by the BOARD OF TRADE 
 to be used for the purposes of the Companies Act, 
 1900, together with the fees * relating thereto, pub- 
 lished in the London Gazette, 1st January, 1901. 
 
 No. of Certificate . FORM No. 6b. 
 
 Names and addresses of the persons who are the Directors 
 of the Limited, on the 
 
 day of 19 
 
 (Pursuant to Sect. 19 (1) (b) of 63 and 64 Vict., ch. 48.) 
 
 Names. 
 
 Addresses. 
 
 Signature 
 
 Description 
 
 {i.e. , Manager or Secretary). 
 Note. — This List should be annexed to the Annual Return 
 immediately after the list of Members. 
 
 * By a Treasury order, dated 31st January, 1901, all fees payable 
 to the Registrar of Joint Stock Companies are to be collected by 
 means of impressed stamps, except in the case of copies of regis- 
 tered documents supplied to the public, to which adhesive 
 stamps are to be affixed. 
 
THE COMPANIES ACT, 1900. 227 
 
 No. of Certificate . FORM No. 9. 
 
 THE COMPANIES ACTS, 1862 to 1900. 
 
 Copy of Register of Directors or Managers of the 
 Company, 
 
 Pursuant to Sects. 45 and 46 of 25 and 26 Vict., c. 89, and 
 Sect. 20 of 63 and 64 Vict., c. 48. 
 
 This Notice should be signed by the Secretary of the Com- 
 pany^ _^^_ 
 
 Presented for filing by 
 
 Copy of the Register of Directors or Managers of the 
 
 Company, , and of any changes therein. 
 
 Names. 
 
 Addresses. 
 
 Occupations. 
 
 1 Changes. 
 
 
 
 
 (Signature) 
 
 1 A complete list of the existing Directors or Managers should 
 always be given. A note of the changes since the last List was 
 filed should be made in this column, e.g., by placing against 
 a new director's name the words '' in place of ," and 
 
 by writing against any former director's name the words " dead," 
 " resigned," or as the case may be. 
 
 Fee on presentation for filing, 5s. 
 
 No. of Certificate 
 
 FORM No. 41. 
 
 COMPANIES ACTS, 1862 to 1900. 
 
 Declaration of Compliance with the requisitions of the 
 Companies Acts, made pursuant to Sect. 1 (2) of the Companies 
 Act, 1900 (63 and 64 Vict. Ch. 48) on behalf of a Company pro- 
 posed to be registered as the 
 
 Presented for filing by 
 
 I of do solemnly and sincerely declare that 
 
 I am^ , of the Limited, and that all 
 
 the requisitions of the Companies Acts in respect of matters 
 precedent to the registration of the said Company and incidental 
 
 1 Here insert : " A Solicitor of the High Court engaged in the 
 formation " ; or " a Director or Secretary named in the Articles 
 of Association ". 
 
THE COMPANIES ACT, 1900. 
 
 thereto have been complied with. And I make this solemn 
 Declaration conscientiously believing the same to be true and 
 by virtue of the provisions of the Statutory Declarations Act, 
 1835. 
 
 the day of one thousand 
 
 before me, , a Commissioner 
 
 Declared at 
 nine hundred and 
 for Oaths. 
 
 Fee on presentation for filing, 5s. 
 
 No. of Certificate . FORM No. 42. 
 
 COMPANIES ACTS, 1862 to 1900. 
 
 Consent to act as Director of the Limited, to be 
 
 signed and filed pursuant to Sect. 2 (1) (i) of the Companies Act, 
 1900 (63 and 64 Vict. Ch. 48). 
 
 Presented for filing by 
 
 To the Registrar of Joint Stock Companies : — 
 
 1 , the undersigned, hereby testify ^ consent 
 
 to act as director of the Limited, pursuant to S. 2 (1) 
 
 (i) of the Companies Act, 1900. 
 
 Dated this 
 
 1 Here insert " I " or " We ". 
 
 2 Here insert " My " or " Our ". 
 
 2 If a director signs by " his agent authorised in writing," the 
 authority must be produced and a copy filed. 
 
 Fee on presentation for filing with Registrar, 5s. 
 
 No. of Certificate . FORM No. 43. 
 
 COMPANIES ACTS, 1862 to 1900. 
 
 List of the persons who have consented to be Directors of the 
 Limited, to be delivered to the Registrar pursuant 
 to Sect. 2 (2) of the Companies Act, 1900 (63 and 64 Vict. c. 48). 
 Presented for filing by 
 
 To the Registrar of Joint Stock Companies : — 
 1 , the undersigned, hereby give you notice, pur- 
 
 suant to Sect. 2 (2) of the Companies Act, 1900, that the follow- 
 
 1 Here insert " I " or " We ". 
 
THE COMPANIES ACT, 1900. 229 
 
 ing persons have consented to be Directors of the 
 Limited. 
 
 Signature, Address, and Description of Applicant for Regis- 
 tration 
 Dated this day of 190 . 
 
 Fee on presentation for filing, 5s. 
 
 No. of Certificate . FORM No. 44. 
 
 COMPANIES ACTS, 1862 to 1900. 
 
 Declaeation made on behalf of the Limited, 
 
 that the conditions of Sect. 6 (1) of the Companies Act, 1900 
 (63 and 64 Vict. c. 48), have been complied with. 
 
 Presented for filing by 
 
 I of being ^ of the 
 
 Limited, do solemnly and sincerely declare : — 
 
 That the amount of the share capital of the Company offered 
 to the public for subscription is £ 
 
 That the amount fixed by the Memorandum or Articles of 
 Association and named in the prospectus as the minimum sub- 
 scription upon which the Company may proceed to allotment 
 is£ 
 
 That shares held subject to the payment of the whole amount 
 thereof in cash have been allotted to the amount of £ 
 
 That every director of the Company has paid to the Company 
 on each of the shares taken or contracted to be taken by him 
 and for which he is liable to pay in cash, a proportion equal to 
 the proportion payable on application and allotment on the 
 shares offered for public subscription. 
 
 And I make this solemn declaration conscientiously believing 
 the same to be true, and by virtue of the provisions of the 
 Statutory Declarations Act, 1835. 
 
 Declared at the day of one thousand 
 
 nine hundred and before me, , 
 
 a Commissioner for Oaths. 
 
 Fee on presentation for filing, 58. 
 
 ^ Insert here " the Secretary," or " a Director ". 
 
230 
 
 THE COMPANIES ACT, 1900. 
 
 No. of Certificate 
 
 FORM No. 45. 
 
 COMPANIES ACTS, 1862 to 1900. 
 
 Return of Allotments from the of 
 
 to the of 19 , of the 
 
 19 
 
 Limited. 
 
 Made pursuant to Sect. 7 (1) of the Companies Act, 1900. 
 
 (To be filed with the Registrar within one month after the 
 allotment is made.) 
 
 ^ Number of the shares allotted payable in cash 
 
 >> >> >> j» • • • 
 Nominal amount of the Shares so allotted 
 
 >> >> >> >> 
 
 Amount paid or due and payable on each such Share 
 
 >> >> »> »> 
 
 Number of Shares allotted for a consideration other than 
 cash 
 
 Nominal amount of the Shares so allotted ... 
 
 Amount to be treated as paid on each such Share . . . 
 
 The consideration for which such Shares have been allotted 
 is as follows : — 
 
 Presented for filing by 
 
 ^ Distinguish between Preference, Ordinary, etc. 
 
 Names, Addresses, and Descriptions of the Allottees. 
 
 Surname. 
 
 Christian Name. 
 
 Address. 
 
 Description. 
 
 Number 
 of Shares 
 allotted. 
 
 Fee on presentation for filing, 5s. 
 
THE COMPANIES ACT, 1900. 
 
 231 
 
 No. of Certificate 
 
 POBM No. 46. 
 
 COMPANIES ACTS, 1862 to 1900. 
 
 Ebport pursuant to Sect. 12 of the Companies Act, 1900 
 (63 and 64 Vict. c. 48) of the 
 
 Limited, to be certified by not less than two Directors, or by- 
 one Director or Manager whenever there is only one, and for- 
 warded at least seven days before the Statutory Meeting to every 
 Member of the Company ; and to be filed with the Registrar 
 forthwith after the sending thereof to the Members of the Com- 
 pany (Sect. 12 (4)). 
 
 Note. — This form has been provided for the purpose of indi- 
 cating the nature of the information that is required ; but as 
 the report to be filed must be a copy of that sent to the share- 
 holders, all that is contained in that report must appear in this. 
 
 (a) The total number of shares allotted is of which 
 
 are allotted ^ in consideration of 
 
 and upon each of the remaining shares the sum of 
 has been paid in cash. 
 
 (b) The total amount of cash received by the Company in 
 respect of the shares issued wholly for cash is £ and on 
 the shares issued partly for cash is £ 
 
 (c) The receipts and payments of the Company on capital 
 account to the date of this report are as follows : — 
 
 ^Here state as " fully paid up " or •' paid up otherv^se than 
 in cash to the extent of per share ". 
 
 Particulars of Receipts. 
 
 Particulars of Payments. 
 
 Presented for filing by 
 
 The following is an account (or estimate) of the preliminary 
 expenses of the Company. 
 
232 THE COMPANIES ACT, 1900. 
 
 {d) Names, addresses, and descriptions of the Directors^ 
 Auditors (if any), Manager (if any), and Secretary of the Com- 
 pany. 
 
 DIRECTORS. 
 
 Surname. 
 
 Christian Name. 
 
 Address. 
 
 Description. 
 
 
 
 
 
 AUDITORS. 
 
 
 
 
 
 MANAGER. 
 
 
 
 
 
 SECRETARY. 
 
 
 
 
 (e) Particulars of any contract the modification of which is 
 to be submitted to the Meeting for its approval, together with 
 the particulars of the modification or proposed modification. 
 
 We hereby certify this report. 
 
 ) Two 
 ) Directors. 
 We hereby certify that so much of this report as relates to 
 the shares allotted by the Company and to the cash received 
 in respect of such shares and to the receipts and payments of 
 the Company on capital account is correct. 
 
 > Auditors. 
 Fee on presentation for filing, 5s. 
 
THE COMPANIES ACT, 1900. 233 
 
 No. of Certificate . FORM No. 47. 
 
 COMPANIES ACTS, 1862 to 1900. 
 
 Particulars to be supplied to the Registrar pursuant to 
 Sect. 14 (7) of the Companies Act, 1900 (63 and 64 Vict., c. 48), 
 of a mortgage or charge created by the Limited, 
 
 and being : — 
 
 ^ (a) a mortgage or charge for the purpose of securing any 
 
 issue of debentures ; or 
 (6) a mortgage or charge on uncalled capital of the Company ; 
 
 or 
 (c) a mortgage or charge created or evidenced by an instru- 
 ment, which, if executed by an individual, would require 
 registration as a bill of sale ; or 
 {d) a floating charge on the Undertaking or property of the 
 Company. 
 
 ^ Strike out the sub-heads (a), (b), (c) or (d) which do not 
 
 «.pply. 
 
 i(NoTE. — The original instrument evidencing the mortgage or 
 charge must be presented with this Return within twenty- 
 one days after the date of its creation (Sect. 14 (1)), accom- 
 panied by the particulars set out on this form.) 
 
 Presented for filing by 
 
234 
 
 THE COMPANIES ACT, 1900. 
 
 
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THE COMPANIES ACT, 1900. 235 
 
 Fees under Sect. 14 for registering any mortgage or charge 
 created by a Company : — 
 
 Where the amount of the mortgage or charge does not exceed 
 
 £200, 10s. 
 Where it does exceed £200, £1. 
 Certificate of registration of any mortgage or charge after 
 the first Certificate, 5s. 
 
 Provided that, in the case of a series of debentures, registered 
 in accordance with Sub-Sects. 4 and 5 of Sect. 14 of the said 
 Act, the above fees shall be charged on the first debenture of 
 such series and a further fee of 6d. on each subsequent de- 
 benture of the series. 
 
 For inspecting the register of mortgages and charges : — 
 For each inspection. Is. 
 
 No. of Certificate . FORM No. 49' 
 
 COMPANIES ACTS, 1862 to 1900. 
 
 Memorandum of Satisfaction of Mortgage or charge created 
 by the Limited, to be entered on the register 
 
 pursuant to Sect. 16 of the Companies Act, 1900 (63 and 64 
 Vict., c. 48). 
 
 Presented for filing by 
 
 To the Registrar of Joint Stock Companies. 
 
 The Limited hereby gives notice that the ^ 
 
 dated the day of one thousand 
 
 nine hundred and , and created by the Company for 
 
 securing the sum of £ was satisfied to the extent 
 
 of £ on the of 190 . 
 
 In witness whereof the common seal of the Company was 
 hereunto affixed the day of one thousand nine 
 
 hundred and in the presence of 
 
 y Directors. i l.s.^ 
 
 Secretary. 
 
 1 Insert here " mortgage " or " charge," " debentures " or 
 " debenture stock," as the case may be. 
 
 Fee on presentation for filing, 6s. 
 Fee on furnishing Company with copy, 6s» 
 
236 THE COMPANIES ACT, 1900. 
 
 Certificate No. . FORM No. 50. 
 
 COMPANIES ACTS, 1862 to 1900. 
 
 Company Limited by Shares. 
 
 Application for a Certificate of Incorporation to be filed 
 by a Company which does not issue any invitation to the public 
 to subscribe for its shares. (Sect. 2 (3) of the Companies Act, 
 1900.) 
 
 Name of proposed Company — 
 
 Limited. 
 
 Presented for filing by 
 
 Company Limited by Shares. 
 
 Application by the Subscribers to the Memorandum of Asso- 
 ciation of 
 
 Company, Limited, being a Company such as is specified in 
 Sect. 2 (3) of the Companies Act, 1900, and which does not 
 issue any invitation to the public to subscribe for its shares, for 
 a Certificate of Incorporation as a Limited Company under 
 the Companies Acts, 1862 to 1900. 
 
 We, the several persons whose names are subscribed, hereby 
 declare that the 
 
 Company, Limited, whose Memorandum of Association 
 is delivered herewith, does not issue any invitation to the public 
 to subscribe for its shares. 
 
 Names, Addresses, and Descriptions of Subscribers. 
 
 Dated this day of , 190 . 
 
 Witness to the above signatures — 
 
 Fee on presentation for filing, 5s. 
 
INDEX. 
 
 ABSTRACT 
 
 of payments before statutory meeting, to appear in report^ 
 
 214. 
 ACCIDENTAL OMISSION OR MISSTATEMENT 
 
 as to charges requiring registration, relief for, 218. 
 
 ACCOUNTS 
 
 of company to be accessible to auditors, 221. 
 
 auditors to report to shareholders on, 221. 
 
 to be evidence of certain facts in winding up, 63. 
 
 disposal of, on dissolution of company, 63. 
 
 provisions in Table A as to, 103, 104, 105. 
 of banking company to be audited annually, 151. 
 
 to be accessible to auditors, 151. 
 
 auditors to report on, 151. 
 of liquidators, to be evidence in winding up, 63. 
 
 disposal of, on dissolution of company, 63. 
 
 to be audited, 179. 
 of receipts, etc., in winding up, Board of Trade to keep, 
 
 178. 
 ACCUMULATED PROFITS, 
 
 capital may be reduced by return of, 154. 
 
 amount thereof to be stated in statement of account, 155. 
 
 ACT OF PARLIAMENT 
 
 regulating company, Registrar to have copy before register- 
 ing under Part VII., 77, 78. 
 effect of registration on provisions of, 82. 
 not to prevent re-registration, 153. 
 restrictions on registration of company with liability 
 
 limited by, 75. 
 ACTION, 
 
 restrictions on beginning, after winding up commenced, 
 
 37, 88. 
 or proceeding with, 37, 84, 88. 
 liquidator may bring or defend, in company's name, 40. 
 
238 INDEX. 
 
 ACTION {continiied), 
 
 limited company may be ordered to give security for costs 
 
 when plaintiff in, 30. 
 company not registered as required cannot be plaintiff in, 
 
 91. 
 but may be defendant in, 91. 
 
 ADDRESS OF COMPANY 
 
 to be at its registered office, 18. 
 
 ADJOURNMENT 
 
 of hearing petition to wind up, 37. 
 
 of meeting, provisions as to, in Table A, 99. 
 
 of statutory meeting, 214. 
 
 ADJUSTMENT, 
 
 final, of rights of contributories inter se, 17, 18. 
 where company unregistered, 88. 
 may be made by Court, 46. 
 Court may make calls for, 43. 
 
 ADMINISTRATION 
 
 of estate of deceased contributory, 44. 
 powers of liquidator as to, 40. 
 
 ADVERTISEMENT 
 
 of closing of register to be in local newspaper, 14, 20. 
 of directors, restrictions upon, 202. 
 notice of resolution to wind up voluntarily to be by, 55. 
 of general meeting when winding un concluded to be 
 
 by, 59. 
 prospectus published in newspaper as, what to contain, 212. 
 
 AFFIDAVIT, 
 
 before whom, may be sworn, 53. 
 
 AGENTS 
 
 of company to produce books, etc., to inspectors, 26. 
 
 to answer questions of inspectors, 27. 
 company may appoint abroad to contract, etc., under 
 
 company's seal, 126. 
 duration of authority of such, how to be limited, 127. 
 
 ALLEGED CONTRIBUTORY, 
 
 when deemed to be a contributory, 32. 
 
 ALLOTMENT, 
 
 conditions to be complied with before making, 204. 
 liability of directors not so complying to applicants, 205. 
 
 to company and allottees, 205. 
 such conditions not to apply to subsequent, 205. 
 contrary to Act, when to be voidable by applicant, 205. 
 
INDEX. 239 
 
 ALLOTMENT {continued), 
 
 of shares equal to minimum subscription to be made before 
 company commences business, 206. 
 return of particulars of, to be filed with Eegistrar, 207. 
 what particulars to appear in return, 207. 
 
 when consideration for, not wholly cash, 207. 
 penalty on director, etc., for failure to make return of, 207. 
 
 ALLOTTEES 
 
 may sue director contravening requisitions as to allot- 
 ment, 205. 
 names, etc., of, to appear in return, 207. 
 
 ALLOWANCE, 
 
 payment of, for subscribing for shares, when lawful, 207. 
 when unlawful, 208. 
 
 ALTERATION 
 
 of form of constitution of company, how made, 161. 
 
 requires confirmation by Court, 161. 
 of memorandum of association, how made, 5. 
 
 restrictions upon, 5. 
 of name of company, how made, 6. 
 
 not to affect rights, etc., of company, 9. 
 of name of director, etc., to be notified to Registrar, 21. 
 of objects specified in memorandum of association, 161. 
 
 purposes for which Court will sanction, 161, 
 
 order confirming, etc., to be registered, 162. 
 of provisions of letters patent or act regulating company, 
 
 82, 83, 84, 144. 
 of registered office to be notified to Registrar, 18. 
 of regulations of company, to be by special resolution, 22. 
 of status of members in winding up, when void, 63. 
 of tables and forms in schedules. Board of Trade may 
 
 make, 31. 
 fraudulent, of books, etc., to be a misdemeanour, 68. 
 
 [amount, 
 
 nominal, of share, at least 5 per cent, to be payable on 
 
 application, 205. 
 of proposed capital to appear in memorandum of associa- 
 tion, 3. 
 and in articles of association in some cases, 6. 
 of minimum subscription, to be subscribed before allot- 
 ment, 204. 
 paid, etc., on shares of company to be entered in register, 
 
 11. 
 paid up on shares, company seeking registration under 
 
 Part VII. must state, 78. 
 paid up on shares of company may vary, 138. 
 
240 INDEX. 
 
 ANNUAL LIST 
 
 to be made every year within twenty-one days of first, 
 
 general meeting, 12. 
 what to contain, 12. 
 
 where capital reduced by return of profits, 155. 
 to be signed by manager or secretary of company, 220. 
 copy of, to be forwarded to Eegistrar, 12. 
 
 exception in case of company formed not for gain, 138. 
 
 ANNUAL SUMMARY, 
 
 what to contain, 12, 220. 
 
 particulars as to share warrants in, 141. 
 
 to be signed by manager or secretary of company, 220. 
 
 to be forwarded to registrar, 13. 
 
 APPEAL 
 
 from order in winding up, to what Court, etc., 50. 
 
 when notice of, to be given, 50. 
 by creditor or contributory against arrangement with 
 
 creditors, 58. 
 by person aggrieved by decision of liquidator, 181. 
 by company struck off register as defunct, 157. 
 
 APPLICANTS FOR SHARES, 
 
 when can claim return of money, 215. 
 
 may avoid allotment made contrary to Companies 
 
 Act, 1900, 205. 
 [See also under APPLICATION infra.] 
 
 APPLICATION 
 
 for directions, liquidator or contributory may make, 58. 
 for examination of company's affairs, members may make,, 
 
 25. 
 must be supported by evidence of hona-fides, 26. 
 for meeting of creditors to consider arrangement, 145. 
 for order for rectification of register, 15. 
 confirming reduction of capital, 132. 
 for registration of memorandum, etc., of association to be 
 accompanied by list of directors, 203. 
 for relief of non-filing of contract, 200. 
 for restoration to register of company struck off as defunct, 
 
 157, 222. 
 for shares, amount payable on, to be at least 5 per cent, of 
 nominal amount thereof, 205. 
 for stay in action against creditor or contributory, 84. 
 
 where company unregistered, 88. 
 for stay of winding-up proceedings, 38. 
 for winding up, to be by petition, 36. 
 who may make, 36. 
 
INDEX. 241 
 
 APPOINTMENT 
 
 of auditors, to be made at annual meetings, 220. 
 or in default by Board of Trade, 220. 
 first, directors may make before statutory meeting, 
 
 221. 
 directors may make, on casual vacancy, 221. 
 of banking companies, 151. 
 of director, restrictions upon, 202. 
 
 of director or manager, valid though defect subsequently 
 
 discovered, 29. 
 of inspectors of Board of Trade to examine company's 
 
 affairs, 25. 
 of other inspectors to examine company's affairs, 26. 
 of liquidator, Court may make provisionally, 37. 
 Court may give creditors power to make, 57. 
 in voluntary winding up, when Court may make, 59. 
 company may make in general meeting, if vacancy 
 
 occurs, 59. 
 ARBITRATION, 
 
 company may agree to refer matter in dispute to, 31. 
 provisions of Railway Companies Arbitration Act, 1859, to 
 
 apply to, 32. 
 for settling price payable to dissentient member, 67. 
 
 ARRANGEMENT 
 
 as to powers of liquidators, 57. 
 with creditors, power of liquidators to make, 64. 
 when binding in voluntary winding up, 57. 
 right of appeal against, 58. 
 Court may call meeting to decide as to, 145. 
 
 and may sanction if carried by three-fourths 
 
 majority, 145. 
 with contributories or debtors, liquidators may make, 65. 
 with dissentients from proposed alteration of company's 
 
 objects, 162. 
 by liquidators for sale of property of company to another 
 
 company, 65. 
 ARREST 
 
 of contributory, when Court may order, 48. 
 
 of person suspected of having property of company, 47. 
 
 ART, 
 
 company formed to promote, may only hold two acres with- 
 out licence, 10. 
 may be licensed to omit " limited," 137. 
 
 ARTICLES OP ASSOCIATION 
 
 compulsory where company limited by guarantee or un- 
 limited, 6^ 
 regulations to be prescribed by, 6. 
 
 regulations in, may be altered by special resolution, 22. 
 16 
 
242 INDEX. 
 
 ARTICLES OF ASSOCIATION (continued) 
 
 copy of special resolution to be embodied in, 26. 
 to be printed, stamped, attested and registered, 7. 
 application for registration of, to be accompanied by list 
 of consenting directors, 203. 
 member entitled to copy of, for one shilling, 9. 
 bind members as though they had signed, etc., 7. 
 to appoint as directors only such as have filed consent to 
 
 act, 202. 
 
 may authorise use of foreign official seal, 127. 
 
 where company formed not for gain, Board of Trade may 
 
 insert special provisions in, 137. 
 
 substitution for, by company registered but not formed 
 
 under the Companies Acts, 82. 
 
 ASSENT 
 
 of members necessary to registration under Part VII., 75. 
 provisions as to majority, etc., required for, 76. 
 
 ASSETS OF COMPANY 
 
 may be charged with expenses of inspectors into com- 
 pany's affairs, 26. 
 capital unrepresented by available, may be cancelled, 146. 
 
 ASSETS OF COMPANY IN WINDING UP, 
 
 liability of members, past and present, to contribute to, 
 
 17, 32. 
 in case of company limited by guarantee, 38, 57. 
 in case of unregistered company, 88. 
 liability to contribute to, to be specialty debt, 32. 
 to be applied in discharge of company's liabilities, 42. 
 liquidators to take necessary steps to distribute, 41. 
 powers of liquidators to arrange questions as to, 65. 
 costs, etc., of voluntary winding up to be first charge on, 
 
 60. 
 costs of prosecuting guilty directors, etc., may be charged 
 
 on, 69. 
 ASSIGNEE 
 
 of bankrupt contributory, when deemed a contributory, 33. 
 
 in unregistered company, 88. 
 of chose in action of company may sue or be sued, 64. 
 
 ASSOCIATION 
 
 exceeding certain number illegal unless registered, 1. 
 not for gain may be licensed to omit "limited" after 
 
 name, 137. 
 certificate of incorporation to be evidence of due registra- 
 tion of, 202. 
 
 ATTACHMENT 
 
 of effects of company, void after winding up commenced, 
 
 67. 
 
INDEX. 243 
 
 AUDIT, 
 
 provisions as to, in Table A, 104, 105. 
 of accounts of banking company to be at least annual, 151. 
 of accounts of liquidators by Board of Trade, 179. 
 copy of, to be accessible to creditors, etc., 179. 
 to be printed and posted to creditors and contributories, 
 
 179. 
 [See also under AUDITORS infra.] 
 
 AUDITORS, 
 
 provisions as to, in Table A, 104, 105. 
 to be appointed at each general meeting by company, 220. 
 or by Board of Trade, if company makes default, 220. 
 remuneration of, to be fixed at general meeting by com- 
 pany, 221. 
 directors or officers not to be appointed as, 221. 
 first, directors may appoint before statutory meeting, 221. 
 and fix their remuneration, 221. 
 names and addresses of to appear in prospectus, 211. 
 to certify correctness of certain particulars in pre- 
 liminary report, 214. 
 provisions as to vacancies amongst, 221. 
 to have access to accounts, books, etc., of company, 221. 
 may require information from directors, etc., of com- 
 pany, 221. 
 to certify on balance sheet compliance with requirements, 
 
 221. 
 to report to shareholders on accounts and balance sheets, 
 
 221. 
 of accounts of banking companies, special provisions as 
 
 to, 151, 152. 
 AUTHENTICATION 
 
 of notices, etc., may be under hand of authorised officer of 
 
 company, 27. 
 of particulars required from company registering under 
 
 Part VII., 79. 
 
 B. 
 
 BALANCE SHEET, 
 
 form of, appended to Table A, 106. 
 
 of company, auditors to report on, 221. 
 
 and append certificate to, of compliance with their 
 
 requirements, 221. 
 making of false statement in, to be misdemeanour, 223. 
 of banking company, auditors to report on, 151. 
 by whom to be signed, 152. 
 
 BANKING COMPANY, 
 
 if of more than ten members, must be registered, 1. 
 if limited, to publish statement in Form D, 20, 109. 
 not to have liability limited in respect of its notes, 150. 
 
244 INDEX. 
 
 BANKING COMPANY {ccmtinued), 
 
 may state on notes that liability thereon is unlimited, 150. 
 accounts to be audited annually, 151. 
 books and accounts of, to be accessible to auditors, 151. 
 auditors to report on accounts and balance sheet of, 151. 
 
 such reports to be read at general meeting of, 151. 
 balance sheet of, to be signed by auditors, secretary, and 
 at least three directors, 152. 
 BANKRUPTCY 
 
 of contributory, effect of, 33. 
 
 in unregistered company, 88. 
 BEARER, 
 
 fully paid-up shares may be issued in name of, 139. 
 
 dividends on which may be paid by coupon, etc., 139. 
 of share warrant entitled to shares specified therein, 139. 
 and may transfer them by delivery, 139. 
 may be registered as member on giving up warranty 
 
 140. 
 when may be deemed a member of company, 140. 
 not to be thereby qualified as director, etc., 140. 
 fraudulent personation of, to be felony, 141. 
 
 BENEFIT SOCIETY 
 
 to publish statement in Form D, 20, 109. 
 
 BILL OF EXCHANGE, 
 
 when deemed to have been made, etc., by company, 21. 
 liquidator may draw, etc., in name of company, 40. 
 
 BILL OF SALE, 
 
 instrument of charge similar to, on company's property to 
 
 be registered, 216. 
 BOARD OF TRADE, 
 
 sanction of, required for alteration of name of company, 6. 
 
 or of letters patent of company formed thereunder, 82. 
 
 licence of, required by certain companies desirous to hold 
 
 land, 10. 
 form of such license, 122. 
 or to omit " limited " from its name, 137. 
 may appoint inspectors to examine company's affairs, 25. 
 such inspectors to report on examination to, 26. 
 may require applicants for such examination to give 
 
 security for costs, 26. 
 may direct how costs of examination to be paid, 26. 
 power of, to alter forms, etc., in first schedule of Com- 
 panies Act, 1862, 31. 
 to make regulations as to striking off defunct 
 
 companies, 157. 
 to appoint auditor where company fails to do so, 220. 
 with respect to constitution, fees, etc., of registration 
 
 office, 71, 72, 78. 
 
INDEX. 245 
 
 BONUS SHARES, 
 
 legality of issue of, 208. 
 
 BOOK OF PROCEEDINGS, 
 
 company required to keep, 29. 
 
 BOOKS OF COMPANY 
 
 to be accessible to auditors, 151, 221. 
 (banking) list of, to be furnished to auditors, 151. 
 to be produced to inspectors examining company's aflEairs, 
 
 26. 
 in winding up, to be kept by liquidator, 179. 
 
 Court may order delivery of, to liquidator, 42. 
 
 inspection of, by creditors, etc., 64. 
 to be evidence of certain facts, 63. 
 fraudulent destruction, alteration, etc., of, 64. 
 how to be disposed of, on dissolution of company, 63. 
 
 BOOKS OF LIQUIDATORS 
 
 to be evidence of certain facts, 25. 
 
 how to be disposed of, on dissolution of company, 63. 
 
 /jBORROWING POWERS OF COMPANY, 
 restrictions on exercise of, 206. 
 penalty for illegal exercise of, 206. 
 for forming fund under Forged Transfers Act, 194. 
 
 BROKERAGE, 
 
 payment of proper, to be legal, 208. 
 
 BUSINESS OF COMPANY, 
 
 restrictions on commencement of, 206. 
 penalty for illegal commencement of, 206. 
 certificate of Registrar of right to commence, 206. 
 
 such certificate to be conclusive evidence of right, 206. 
 company failing to commence or carry on for one year may 
 
 be wound up, 34. 
 or struck off register as defunct, 156. 
 in case of unregistered company, 85. 
 
 alteration of memorandum of association for the better 
 
 carrying on of, 162. 
 company transacting, abroad may have seal for use abroad, 
 
 126. 
 certain companies transacting, in colonies may keep 
 
 colonial registers, 158. 
 principal place of, to fix place of registration of unregis- 
 tered company for winding up, 85. 
 company not to carry on, after winding up begins, 55, 
 carrying on of, by liquidator in winding up, 40. 
 
246 INDEX. 
 
 n/ calls on shares, 
 
 f^ amount of, made, received, etc., to appear in summary, 12. 
 
 amount of, may he varied in different shares, 138. 
 time of payment of, may be varied in different shares, 138. 
 power of directors to make, according to Table A, 93, 94. 
 such power to extend to unpaid capital increased by return 
 
 of profits, 154. 
 when shareholder may compel retention of money to 
 
 represent future, 154. 
 in action for, against member special matter need not be 
 
 alleged, 30. 
 liability to satisfy, to be specialty debt, 32. 
 Court may make, in winding up by or under supervision 
 
 of Court, 43, 62, 175. 
 liquidator may make, in voluntary winding up, 56. 
 CANCELLATION, 
 
 effect of surrender of share warrant for, 140. 
 of capital lost or not represented by available assets, 146. 
 of unissued shares, memorandum of association may 
 
 sanction, 147. 
 
 not to be subject to certain provisions of Companies 
 
 ^ Act, 1867, 148. 
 
 ^* amount of, to be stated in prospectus, 209. 
 and in memorandum of association, 3. 
 may be increased by issue of new shares, 5. 
 notice of increase of, beyond registered capital to be given 
 to Registrar within fifteen days, 15. 
 provisions in Table A as to increase of, 96, 97. 
 may be consolidated and divided into shares of larger 
 
 amount, 5. 
 or of smaller amount, 136. 
 may be converted into stock, 5. 
 effect of such conversion, 13. 
 
 notice of conversion or division of, into larger shares to be 
 
 given to Registrar, 13. 
 
 statement of division of, into smaller shares to appear in 
 
 subsequent memorandum of association, 137. 
 
 companies seeking registration under Part VII. to furnish 
 
 certain particulars as to, 78, 79. 
 
 power to reduce, by special resolution sanctioned by Court, 
 
 132. 
 minute showing certain particulars of, as reduced, to be 
 
 approved by Court, 134. 
 minute and order to be registered, 134, 154. 
 company with reduced, to add "and reduced" to end of 
 
 name, 132. 
 but Court may dispense with " and reduced " in 
 
 certain cases, 147. 
 
INDEX. 247 
 
 CAPITAL {continmd), 
 
 Court may make order to reduce, on terms, 147. 
 
 creditors may object to reduction of, 133. 
 
 when Court may disregard creditors' objections, 147. 
 
 position of creditor ignorant of reduction of, 135. 
 
 definition of, in Companies Act, 1867, 146. 
 
 may be cancelled if lost, 146. 
 
 or unrepresented by available assets, 146. 
 in excess of wants of company may be paid off, 146. 
 ^^reduction of paid-up, need not affect liability on shares, 146. 
 uncalled, charge on, to be registered, 216. 
 unissued, may be cancelled so as to reduce, 147. 
 /^pccumulated profits may be returned so as to reduce, 154. 
 reserve, may be provided, 150. 
 
 not to be used for buying out dissentient members, 162. 
 not to be used for paying commission, except as provided, 
 
 208. 
 CAPITAL OF COMPANY LIMITED BY GUARANTEE 
 
 not to be divided into shares unless memorandum of 
 
 association so provides and specifies its amount, 223. 
 
 number of shares into which divided, to be stated in 
 
 memorandum of association, 4, 223. 
 
 effect of winding-up. order on, 57. 
 
 CASH PAYMENTS 
 
 on allotment, only to be reckoned in fixing minimum 
 
 subscription, 204. 
 on partly paid-up shares to appear in report, 213. 
 
 CERTIFICATE 
 
 of auditors to be annexed to certain particulars in first 
 
 report, 214. 
 
 of compliance with their requirements, 221. 
 of incorporation to be issued on registration, 8. 
 
 to be altered on company changing name, 6. 
 
 to be furnished to any applicant, 72. 
 
 to be conclusive as to compliance with requisitions as 
 
 to registration, 202. 
 
 of company registering under Part VII., 80. 
 
 of banking company existing before 1862, 79. 
 of limitation of liability to be issued on registration, 8. 
 of registration of charge, etc., to be given by Registrar, 217. 
 
 to be conclusive as to compliance with requisitions, 
 
 217. 
 
 copy of, to be endorsed on debentures affected, 217. 
 
 of order confirming alteration of objects, 163. 
 
 to be conclusive as to compliance with requisitions, 163. 
 
 of order, etc., reducing capital, 134. 
 
 to be conclusive as to compliance with requisitions, 134. 
 of shares or stock to be evidence of title thereto, 14. 
 
 provisions in Table A as to, 93. 
 
248 INDEX. 
 
 CERTIFIED COPY OF DOCUMENTS 
 kept by Registrar to be supplied, 72. 
 registered under Companies Acts to be evidence, 148. 
 
 CHAIRMAN OF MEETING, 
 
 provisions in Table A as to, 98, 99, 102. 
 declaration of, as to voting conclusive if poll not demanded, 
 
 23. 
 person elected by members present to be, unless company's 
 regulations provide otherwise, 24. 
 CHANGE 
 
 of form of constitution of company, how made, 161. 
 
 requires sanction of Court, 161. 
 of name of company, how made, 6. 
 
 not to affect rights, etc., of company, 9. 
 of name of director, etc., to be notified to Registrar, 21. 
 of objects specified in memorandum of association, 161. 
 purposes for which Court will sanction, 161. 
 order confirming, etc., to be registered, 162. 
 of registered office to be notified to Registrar, 18. 
 of status of members in winding up, when void, 63. 
 
 CHARGES, 
 
 copy of deeds creating, to be kept for inspection at com- 
 pany's office, 218. 
 debt due on, to be stated in annual summary, 220. 
 floating, on property of company to be registered, 216. 
 register of, affecting company's property to be kept, 20, 217. 
 
 to be open to inspection, 20, 218. 
 
 when judge may order inspection of, 20. 
 
 index to, to be kept, 219. 
 
 memorandum of satisfaction may be entered on, 219. 
 registration of, when required, 216. 
 
 effect of failure to comply with, 216. 
 
 comprising foreign property, regulations as to, 216. 
 
 certificate of, to be given, 217. 
 
 compulsory on company, 218. 
 
 permissible for any person interested, 218. 
 
 Court may grant relief for omission in, 218. 
 
 penalty for failure to effect, 219. 
 
 CHARITY, 
 
 restrictions on holding of land by company formed to 
 
 promote, 10. 
 form of such licence, 122. 
 company formed to promote, may be licensed to omit 
 
 " limited," 137. 
 CHOSE IN ACTION, 
 
 disposition of, after winding up commenced, void, 63. 
 assignee of, under Company Acts may sue in own name, 64. 
 effect of registration of company under Part VII. on, 81. 
 
INDEX. 249 
 
 CIRCULAR 
 
 inviting further subscriptions from existing members, etc., 
 
 211. 
 offering shares, etc., to public for subscription, is a 
 
 "prospectus," 224. 
 CLAIMS IN WINDING UP 
 
 of all descriptions may be proved, 64, 
 
 power of liquidators to compromise, 64, 65, 145. 
 
 CLOSING 
 
 of register, power of company as to, 14. 
 
 of transfer books, provisions in Table A as to, 94. 
 
 ■COLONIAL REGISTER 
 
 certain companies may keep, 158. 
 
 notice of place of keeping to be given to Registrar, 158. 
 
 to be deemed part of company's register, 159. 
 
 to be prima facie evidence of contents, 159. 
 
 regulations as to entries in, 159. 
 
 company may discontinue or regulate keeping of, 159, 160» 
 
 •COMMENCEMENT OF ACT 
 
 of 1862, on 2nd November, 1862, 1. 
 of 1900, on 1st January, 1901, 225. 
 
 COMMENCEMENT OF BUSINESS OF COMPANY, 
 restrictions on, 206. 
 penalty for illegal, 206. 
 Registrar's certificate authorising, 206. 
 
 COMMENCEMENT OF WINDING UP, 
 
 by Court, to date from presentation of petition, 37. 
 voluntary, from passing of resolution to wind up, 54. 
 company not to carry on business after, 55. 
 
 COMMISSION 
 
 for underwriting shares, when lawful, 207. 
 
 when unlawful, 208. 
 amount paid as, to be stated in prospectus, 208, 210. 
 
 COMMISSIONERS 
 
 for taking evidence in winding up, who are, 62. 
 
 COMMITTEE 
 
 of creditors, delegation of appointment, etc., of liquidators 
 
 to, 67. 
 of directors, provisions in Table A as to, 101, 102, 103. 
 of inspection, application to Court to appoint, 168. 
 
 of whom to consist, 171. 
 ot inspection, regulations as to meetings of, 172. 
 Board of Trade to act in default of, 173. 
 
250 INDEX. 
 
 COMMON SEAL, 
 
 incorporated company to have, 8, 81. 
 
 company's name to be legibly engraved on, 19. 
 
 company may issue bearer warrants under, 139. 
 
 company may execute deeds under, 142. 
 
 liquidator may use, in winding up, 40, 
 
 seal of company's attorney abroad, when effective as, 25. 
 
 for use abroad, certain companies may prepare official, 126.. 
 
 what to appear on face of, 126. 
 
 agent affixing, to add date of sealing, 127 
 
 COMPANY [in general], 
 
 constitution of, minimum number to be seven, 2, 22. . 
 
 who are or become members of, 10. 
 
 limitation of liability of members of, 3. 
 incorporation of, 8. 
 registration of, in certain cases compulsory, 91. 
 
 consequences of default in such cases, 91. 
 power of, to change its name, 6. 
 
 to issue shares, some fully paid up, others not, 138. 
 
 to make contracts under seal, etc., 142. 
 
 to execute deeds abroad by attorney, 25. 
 
 to refer disputed matters to arbitration, 31. 
 
 to compensate for losses arising from forged transfers, 
 
 194, 195. 
 winding up of, under what circumstances, 34, 54. 
 
 when deemed insolvent, 34. 
 
 to operate as stay of actions, etc., against, 37, 67. 
 
 power of liquidator in, 40. 
 
 costs of, to be a charge on the property, 46, 60. 
 
 effect of, on status and property of, 55, 56. 
 
 arrangements with creditors and others in, 57, 64, 65.. 
 
 for purposes of reconstruction, 65. 
 dissolution of, after winding up, 28, 37. 
 
 as being defunct, 156, 222. 
 
 COMPANY, EXISTING, 
 
 formed under Joint Stock Companies Acts, 74. 
 registered under Joint Stock Companies Acts, 74. 
 regulations as to registration of, 75. 
 when capable of registration under Companies Acts, 76. 
 not joint stock company, requisitions for registration of, 78. 
 if banking company desirous of limiting liability, notice 
 must be given to customers, 79. 
 
 COMPANY LIMITED BY SHARES, 
 what is, 3. 
 
 what memorandum of association of, must contain, 3.. 
 may have articles of association, 6. 
 otherwise Table A applies, 7. 
 
INDEX. 251 
 
 COMPANY LIMITED BY SHARES {continued), 
 name of, to appear on offices, notices, etc., 19. 
 
 but may in certain cases be licensed to omit " limited," 
 
 137. 
 registering under Part VII. to add " limited " to name, 80. 
 liability of directors in, may be unlimited, 129, 131. 
 power of, to reduce capital, 132. 
 power of, to convert, divide or increase capital, 5. 
 may subdivide capital into smaller shares, 136. 
 may issue share warrants to bearer, 139. 
 
 COMPANY LIMITED BY GUARANTEE, 
 
 what is, 4. 
 
 what memorandum of association must contain, 4. 
 must have articles of association, 6. 
 
 form of memorandum and articles of association of. 111, 
 
 112. 
 name of, to appear on offices, notices, etc., 19. 
 
 but may in certain cases be licensed to omit " limited," 
 
 137. 
 not to have capital divided into shares unless memorandum 
 of association so provides, etc., 223. 
 effect on capital of, of winding-up order, 38. 
 of voluntary winding up, 57. 
 
 COMPANY, UNLIMITED, 
 what is, 4. 
 
 what memorandum of association of, must contain, 4. 
 must have articles of association, 6. 
 form of memorandum and articles of association, 118. 
 formed under Joint Stock Companies Acts, power of, to 
 alter amount and division of capital, 74. 
 may re-register as limited company, 149. 
 re-registration not to affect prior liabilities, etc., 150. 
 on re-registration, may provide reserve or increase nominal 
 
 capital, 150. 
 
 COMPENSATION FOR LOSS 
 
 owing to forged transfer, company may make, 194. 
 
 or owing to transfer under forged power of attorney,. 
 
 194.. 
 whatever the date of the forgery, 197. 
 company may provide fund for paying, 194. 
 
 COMPLIANCE 
 
 with requisitions as to registration, 202. 
 
 certificate of incorporation to be evidence of, 202. 
 with conditions precedent to allotment, 204. 
 
 statutory declaration as to, 206. 
 
252 INDEX. 
 
 COMPROMISE 
 
 with creditors, power of liquidators to make, 64. 
 when binding in voluntary winding up, 57. 
 right of appeal against, 58. 
 Court may call meeting to decide as to, 145. 
 
 and may sanction if carried by three-fourths 
 
 majority, 145. 
 with contributories or debtors, liquidators may make, 65. 
 
 CONDITIONS 
 
 to be complied with before allotment, 204. 
 
 result of non-compliance with, 204. 
 requiring waiver of requirements as to allotment, void, 205. 
 
 as to prospectus, void, 212. 
 in memorandum of association, implied covenant as to, 5. 
 
 modification of, 5. 
 
 CONFIRMATION 
 
 of special resolution at second general meeting, 23. 
 
 CONSENT 
 
 of directors to act, must be filed before they can be named 
 
 or appointed, 202. 
 
 CONSIDERATION FOR ALLOTMENT OF SHARES 
 if other than cash to be specified in returns, 207. 
 
 and in report previous to statutory meeting, 213. 
 contract of allottee's title to be filed, 207. 
 
 CONSIDERATION FOR ISSUE OF SHARES 
 to be stated in prospectus, 209. 
 Court may grant relief for non-filing of, 200. 
 filing of memorandum of, by leave of Court, 201. 
 
 CONSIDERATION FOR SALE OF COMPANY, 
 
 shares, etc., in purchasing company may be, 65. 
 
 CONSOLIDATION OF CAPITAL OF LIMITED COMPANY, 
 power as to, 5. 
 notice of, to be given to Registrar, 13. 
 
 CONTRACT, 
 
 company may enter into specialty, under their common 
 
 seal, 142. 
 written, by authorised agent's signature, 142. 
 parol, by authorised agent, 142. 
 
 foreign, by agent authorised to use their foreign 
 
 official seal, 126. 
 or (if specialty) by seal of their attorney ap- 
 pointed under their seal, 25. 
 of company not entitled to commence business, to be only 
 
 provisional, 206. 
 
INDEX. 253 
 
 CONTKACT {continiLed), 
 
 of title of allottee giving consideration other than cash to 
 be filed within one month of allotment, 207. 
 particulars of material, to be stated in prospectus, 210. 
 unless entered into in ordinary course of company's 
 
 business, 210. 
 or more than certain time before date of prospectus,. 
 
 210. 
 referred to in prospectus not to be varied before statutory 
 
 meeting, 213. 
 particulars of proposed variation to be stated in 
 
 report, 213. 
 by directors to qualify to be filed before they are named or 
 
 appointed, 202. 
 of company seeking registration under Part VII. not to be 
 
 affected thereby, 81. 
 CONTEIBUTION OF DIRECTORS, 
 
 amongst themselves though tortfeasors, 193. 
 with unlimited liability in winding up, 130. 
 
 CONTRIBUTION TO ASSETS OF COMPANY IN WINDING 
 
 UP, 
 declaration as to, by member of company limited by 
 
 guarantee, 4, 76. 
 liability of present and past members as to, 17, 32. 
 [See also under CONTRIBUTORIES infra.'] 
 
 CONTRIBUTORIES, 
 definition of, 32. 
 nature of liability of, 17, 32. 
 liability of in unregistered company, 88. 
 
 in company not formed but registered under Companies 
 
 Acts, 83. 
 personal representatives of deceased, to be, 33. 
 assignees of bankrupt, to be, 33. 
 husbands of, to be in certain cases, 33. 
 past members when liable as, 17. 
 
 directors, etc., with unlimited liability when liable as, 130. 
 liability of, to creditors ignorant that company has re- 
 duced its capital, 135. 
 may petition Court to wind up company in certain cases, 
 
 36, 143. 
 wishes of, as to method, etc., of winding up, to be con- 
 sulted, 38, 61. 
 Court to settle list of, 42. 
 
 and distinguish between classes of, therein, 42. 
 calls may be made on, in winding up, 43, 56. 
 
 and rights adjusted inter se, 46, 56. 
 meetings of, when to be called, 59, 168, 181. 
 rules for holding meetings of, 186—189. 
 
254 INDEX. 
 
 CONTRIBUTOEIES {continued), 
 
 to be represented on committee of inspection, 171. 
 rights of, where company enters into arrangement with its 
 
 creditors, 145. 
 compromise with, may be made in winding up, 65. 
 may apply to Court for directions, inspection, etc., 58, 60, 
 
 64. 
 to stay proceedings, etc., 37, 38. 
 proceedings against, if suspected of absconding, 48. 
 for fraudulently destroying books, etc., 68. 
 estates of deceased, 41, 44. 
 may be ordered to pay debts subject to right of set-off, 43. 
 to hand company's property to official receiver, 42. 
 to pay debts into Bank of England, 44. 
 
 CONVERSION 
 
 of shares into stock, power of company to effect, 5. 
 
 notice of, to be given to registrar. 13. 
 
 effect of, 13. 
 
 provisions as to, in Table A, 96. 
 of stock back into shares, 224. 
 
 COPY, 
 
 certified, of documents kept by Registrar to be supplied, 72. 
 
 registered under Companies Acts to be evidence, 148. 
 
 member entitled to buy, of memorandum and articles of 
 
 association, 9. 
 of register of members, 14. 
 of statement in Form D, 20. 
 
 of special resolution where company has no articles of 
 
 association, 24. 
 to be supplied to Registrar, of annual list and summary, 12. 
 of report prior to statutory meeting, 203. 
 of winding-up order, 38. 
 of special resolution, to be embodied in articles of associa- 
 tion, 24. 
 of resolution that directors' liability is unlimited, 131. 
 of minute as to reducing capital, to appear in subsequent 
 memorandum of association, 136. 
 of certificate of registration of charge, to be endorsed on 
 
 debenture, 217. 
 of deed, etc., creating charge, to be kept at registered 
 
 office, 218. 
 
 of memorandum of satisfaction of charge entered on 
 
 register, company may demand, 219. 
 
 of entries in colonial register, to be sent to registered office, 
 
 159 
 CORPORATE BODY, 
 
 company becomes on registration, 8. 
 
 continues to be, during voluntary winding up, 55. 
 
INDEX. 256 
 
 COSTS, 
 
 upon application to rectify register, 16. 
 incurred by allottee through improper allotment, directors 
 
 liable for, 205. 
 on petition to wind up, 37. 
 
 presented owing to default in holding statutory meet- 
 ing, etc., 215. 
 of winding up, past and present members liable to contri- 
 bute to, 17. 
 in unregistered company, 88. 
 calls may be made to satisfy, 43, 56. 
 Court may determine priority of, 46. 
 (voluntary), to be prior charge on company's assets, 60. 
 of prosecuting guilty directors, etc., 69. 
 limited company suing may be ordered to give security 
 
 for, 30. 
 
 penalty under Companies Act, 1862, may be ordered to be 
 
 applied towards payment of, 28. 
 
 COUNTY COURT, 
 
 jurisdiction of, in winding up, 164, 165. 
 
 COUPON, 
 
 dividends on share warrants may be paid by, 139. 
 forgery, etc., of, to be felony, 141, 142. 
 personation of owner of, to be felony, 141. 
 
 COURT, 
 
 having jurisdiction to wind up company, 164, 165. 
 conduct of winding up business in, 165. 
 when company may be wound up by, 84. 
 application for winding up by, to be by petition, 36. 
 may deal with petition on the hearing thereof, 37. 
 ordinary powers of, in winding up, 42 — 46. 
 extraordinary powers of, in winding up, 46 — 48. 
 statutory powers not to derogate from common law powers 
 
 of, 48. 
 power of, to appoint, etc., liquidators, 37, 39, 59, 61, 167. 
 powers of, as to staying proceedings in winding up, 37, 
 
 38, 84. 
 winding up under supervision of, 60 — 62. 
 may call meeting of creditors to consider proposed arrange- 
 ment, 145. 
 may examine, etc., persons believed to have property of 
 
 company, 47. 
 directors, etc., on ofi&cial receiver's report, 170, 171. 
 persons in Scotland, 52. 
 may order delinquent directors, etc., to pay damages, 173, 
 
 199. 
 or to be prosecuted, 68. 
 
266 INDEX. 
 
 COURT {continued), 
 
 order of, in England enforceable in Scotland or Ireland, 
 
 49. 
 applications to, in voluntary winding up, 58. 
 sanction of, required for reduction of capital, 132, 134. 
 to settle list, etc., of creditors entitled to oppose reduction, 
 
 133, 147. 
 
 sanction of, required for alteration of memorandum, etc., 
 
 of association as to objects of company, 161. 
 
 may restore to register company struck off as defunct, 157.. 
 
 COVENANT, 
 
 to be bound by memorandum of association, implied on 
 
 members of company, 5. 
 
 CREDITORS OF COMPANY, 
 
 when entitled to object to proposed reduction of capital, 
 
 133. 
 penalty for concealing names, etc., of, entitled to so object, 
 
 136. 
 when Court may dispense with consent of such, 133, 147. 
 ignorant of proposed reduction, protection of rights of, 135. 
 protection of interests of, on proposed alteration of objects 
 
 of company, 161. 
 arrangements with, power of liquidators to make, 64. 
 when binding in voluntary winding up, 57. 
 right of appeal against, 58. 
 Court may call meeting to decide as to, 145. 
 
 and may sanction, if carried by three-fourths 
 
 majority, 145. 
 may petition Court to wind up company, 36. 
 may claim that winding up should be by Court, 60. 
 may apply to Court in voluntary winding up for directions, 
 
 etc., 58, 60, 222. 
 wishes of, as to winding-up proceedings to be regarded, 
 
 38, 61. 
 
 may obtain order for inspection of company's books, etc., 
 
 in winding up by or under supervision of Court, 64. 
 
 Court may fix date within which debts of, must be proved, 
 
 45. 
 preferential right of, to dividend, etc., due to members as 
 
 such, 18. 
 transfer of all effects of company to trustees for benefit of, 
 
 void, 68. 
 when may apply to Court for stay of proceedings, etc., 37, 
 
 38, 84, 88. 
 company may delegate power of appointing liquidators, 
 
 etc., to, 57. 
 meetings of, in winding up, official receiver to call, 168. 
 rules for conduct of, 186 — 189. 
 
INDEX. 257 
 
 CUSTODY 
 
 of books, etc., of company and liquidators on dissolution, 
 
 63. 
 CUSTOMERS 
 
 of banking company about to register under Part VII., to 
 
 have notice, 79. 
 rights of such, where such notice not given, 80. 
 
 D. 
 
 DAMAGES, 
 
 incurred owing to improper allotment, directors' liability 
 
 for, 205. 
 untrue prospectus, directors' liability for, 191. 
 improper use of person's name as director, indemnity 
 
 for, 192. 
 Court may assess, against delinquent directors, etc., 173. 
 
 DATE 
 
 to appear on register, of entry of member's name thereon, 
 
 11. 
 
 on which membership ceased, 11. 
 
 of issue of share warrant, 140. 
 
 of surrender of share warrant, 140. 
 of making call, provisions in Table A as to, 93. 
 when Companies Act of 1862 came into force, 1. 
 
 of 1900 came into force, 225. 
 
 DEATH 
 
 of contributory, effect of, 83. 
 
 y DEBENTURES 
 include debenture stock, 225. 
 
 may be ofEered for subscription at same time as shares, 
 
 206. 
 number and amount of issue, etc., of, to be stated in pro- 
 spectus, 209. 
 charge for securing issue of, to be registered, 216. 
 regulations as to registration of series of, 217. 
 copy of certificate of registration of certain charges to be 
 
 endorsed on, 217. 
 penalty for delivery of, without such endorsement, 219. 
 holders of, to be notified of alteration of objects of com- 
 
 /pany, 161. 
 DEBTS 
 of company, liability of past and present members for, 17 
 inability to pay, ground for winding up company, 34. 
 when company deemed to be unable to pay, 34. 
 in case of unregistered companies, 86, 87. 
 liability to contribute to assets in winding up to be 
 
 specialty, 32, 38. 
 
 17 
 
258 INDEX. 
 
 DEBTS (continued) 
 
 of all descriptions may be proved in winding up, 64. 
 creditors to prove by time fixed by Court, 45. 
 calls may be made in winding up to satisfy, 43, 56. 
 Court may order contributory to pay, subject to set-off, 46. 
 power of liquidators to compromise, 64, 65, 145. 
 declaration as to payment of, by members of company 
 
 limited by guarantee, 4. 
 share capital not called up of such company, to be 
 
 specialty, 38. 
 of company registering under Part VII. not to be affected 
 
 thereby, 81. 
 how company reducing capital may deal with, when 
 
 creditor objects, 138. 
 DECLARATION 
 
 in memorandum of association of company limited by 
 
 shares, of limitation of liability, 3. 
 
 of company limited by guarantee, of undertaking of 
 
 members to contribute, 4. 
 
 of chairman of meeting as to result of meeting, conclusive 
 
 unless poll is demanded, 23. 
 
 statutory, required of compliance with requisitions as to 
 
 registration, 202. 
 with conditions precedent to commencing business, 
 
 etc., 206. 
 DEED, 
 
 company may execute, under their common seal, 142. 
 give power of attorney for execution of, abroad, 25. 
 appoint agents abroad to afi&x official seal to, 126. 
 liquidator may execute, in name of company, 40. 
 lien on, not to be prejudiced by order to produce, 47. 
 memorandum and articles of association to be stamped as 
 
 though, 5, 7. 
 
 DEED OF SETTLEMENT REGULATING COMPANY, 
 definition of, 163. 
 
 company may substitute memorandum, etc., of association 
 
 for, 161. 
 alteration, etc., of objects specified in, 162, 
 copy of altered or substituted, to be registered, 162. 
 not to prevent re-registration under Companies Act, 1879, 
 
 153. 
 provisions as to, where company seeks registration under 
 
 Part VII., 78, 82, 83. 
 
 DEFINITION of— 
 
 " Companies Acts," 224. 
 
 " company," 224. 
 
 " company limited by guarantee," 4. 
 
 " company limited by shares," 3. 
 
INDEX. 259 
 
 DEFINITION of [continued)— 
 " contributory," 32. 
 
 " Court" (in winding-up proceedings), 142. 
 " debenture," 225. 
 " deed of settlement," 163. 
 " director," 224. 
 "expert," 192. 
 
 " extraordinary resolution," 54. 
 "insurance company," 1. 
 " joint stock company," 77. 
 " Joint Stock Companies Acts," 73. 
 "member," 10. 
 
 "minimum subscription," 204. 
 "prescribed," 224. 
 "promoter," 192. 
 "prospectus," 224. 
 "registered," 224. 
 " share warrant," 139. 
 " vendor," 211. 
 
 DEFUNCT COMPANY, 
 
 name of, may be struck off register, 156. 
 
 procedure preliminary to striking ofE, 156. 
 
 notice of striking off to be published in Gazette^ 156. 
 
 such publication operates to dissolve company, 156. 
 company failing for certain period to supply returns 
 liable to be treated as, 222. 
 restoring to register company wrongly treated as, 157. 
 company, member or creditor may apply for restoration, 
 
 157, 222. 
 DELAY 
 
 in making entry on register, application to Judge in Cham- 
 bers to remedy, 16. 
 DELEGATION 
 
 to creditors of power of appointing liquidators, 57. 
 
 DELINQUENT DIRECTORS, etc., 
 
 Court may assess damages against, 173. 
 
 DELIVERY 
 
 shares, etc., specified in share warrant to pass by, 139. 
 
 DEPOSIT SOCIETY 
 
 to publish statement in Form D, 20, 109. 
 
 DIRECTORS, 
 
 definition of, 224. 
 
 restrictions on appointment or advertisement of persons 
 
 as, 202. 
 duty of, to obtain qualification within time fixed, 203. 
 
260 INDEX. 
 
 DIRECTORS {continued), 
 
 possession of share warrants not to qualify as, 140. 
 failure to obtain qualification vacates office, 204. 
 penalty on unqualified persons acting as, 204. 
 names and addresses of, to appear in preliminary report, 
 
 214. 
 in annual summarj-, 220. 
 list of, to be kept at registered office and sent to Registrar, 
 
 21. 
 
 names, addresses, qualifications and interest in promoting 
 
 to be stated in prospectus, 209. 
 
 when excused for non-compliance with above requirements, 
 
 212. 
 acts and appointments of, to be deemed valid, though 
 defect is subsequently discovered, 29. 
 not to be elected auditors of company, 151, 221. 
 to furnish requisite information to auditors, 221. 
 when required, to convene extraordinary general meetings, 
 
 216. 
 to send members report seven days before statutory meet- 
 ing, 213. 
 to file report with Registrar, 214. 
 
 to produce list of members, etc., for inspection at statutory 
 
 meeting, 214. 
 minutes of meetings of, to be entered in company's books, 
 
 29. 
 liability of, in limited company may be unlimited, 129, 
 
 130, 131. 
 when register not properly kept, 11. 
 when list of members not sent to Registrar, 13. 
 for non-registration, where company required to be 
 
 registered, 92. 
 for untrue statements in prospectus, 190. 
 where names improperly inserted in prospectus, 192. 
 co-directors to contribute when tortfeasors, 193. 
 to repay application money in certain cases, 205. 
 to compensate company and allottees for loss arising 
 from irregular allotment, 205. 
 for not filing return of allotments, etc., 207. 
 for non-compliance with requirements as to registra- 
 tion of charges, etc., 219. 
 for wilfully concealing name of creditor entitled to 
 object to reduction of capital, 136. 
 not affected by dissolution of company as defunct, 156. 
 statutory declaration by, as to requirements with registra- 
 tion, etc., to be produced to Registrar, 202. 
 powers of, to cease on appointment of liquidators, 55. 
 statements of company's affairs in winding up to be verified 
 
 by, 168. 
 
INDEX. 261 
 
 DIKECTORS {continued). 
 
 Court may assess damages against delinquent, 173. 
 
 examine, when believed to possess company's property, 
 
 46. 
 or to have been fraudulent in promotion, etc., of 
 
 company, 170. 
 prosecute in certain cases, 68, 69. 
 provisions as to, of company seeking registration under 
 
 Part VII., 78, 79. 
 in Table A, 100—103. 
 
 DISCHARGE, 
 
 pov^rer of liquidators to give, in winding up, 65. 
 
 DISCONTINUANCE OF BUSINESS 
 
 for one year, ground for winding up company, 34. 
 renders company liable to be treated as defunct, 156. 
 
 DISCOUNT, 
 
 issuing shares at, when lawful, 207. 
 when unlawful, 208. 
 
 DISCUSSION 
 
 to be allowed at statutory meeting as to formation of 
 
 company, 214. 
 DISPOSAL 
 
 of books of company about to be dissolved, 63. 
 
 DISPOSITION 
 
 of property between commencement of, and order for 
 
 winding up, void, 63. 
 DISSENTIENT MEMBERS 
 
 in respect of reconstruction, may compel company to buy 
 
 him out, 66. 
 determination of price to be paid to such, 67. 
 
 in respect of alteration of objects of company, 162. 
 purchase of interest of such, 162. 
 
 DISSOLUTION OF COMPANY, 
 Court to make order for, 46. 
 liquidator to report order to Registrar, 46. 
 Registrar to make minute of, 46. 
 as defunct, effected by striking off register, 156. 
 
 DISTRESS 
 
 on effects of company after winding up commenced, void, 
 
 67. 
 DISTRIBUTION 
 
 of surplus, after adjustment of rights of contributories, 46. 
 of assets, liquidator to take necessary steps for, 41. 
 
 creditors not proving within certain time to be ex- 
 cluded from, 45. 
 
262 INDEX. 
 
 DIVIDEND 
 
 due to member to be taken into account in adjusting 
 
 rights of contributories, 18. 
 
 not to be paid to shareholder of unregistered company 
 
 where registration is compulsory, 92. 
 
 to be paid proportionately to proportion of share paid up, 
 
 138. 
 on share warrants may be paid by coupon or otherwise, 
 
 139. 
 forgery, etc., of coupon for payment of, felony, 141. 
 provisions in Table A as to, 103. 
 on investments of surplus funds in winding up, 178. 
 
 DIVISION OF SHARES 
 
 into shares of smaller amount, 186. 
 
 statement as to, in subsequent memorandum of association 
 to be altered accordingly, 137. 
 
 DOCUMENTS, 
 
 company may appoint agent to execute, abroad with its 
 
 official seal, 126. 
 such sealing of, equivalent to sealing with common seal, 
 
 127. 
 liquidator may execute, in name of company, 40. 
 lien on, not to be prejudiced by order to produce, 47. 
 to be evidence of certain facts in winding up, 63. 
 how to be disposed of on dissolution of company, 63. 
 inspection of, by creditors or contributories, 64. 
 • fraudulent destruction, etc., of, to be a misdemeanor, 68. 
 service of, on company may be by post, 27. 
 kept by Registrar, any one entitled to inspect, 72. 
 or to have copy of or extract from, 72. 
 such copy or extract to be evidence, 148. 
 
 E. 
 
 EFFECTS OF COMPANY, 
 
 distress on, after winding up commenced, void, 67. 
 
 ELECTION 
 
 of director with unlimited liability, notice to be given to, 
 
 131. 
 of directors, provisions in Table A as to, 100, 101, 102. 
 of auditors at annual meetings of company, 220. 
 of auditors, provisions in Table A as to, 104. 
 
 ENTRY 
 
 of trusts on register, forbidden, 13. 
 
 in colonial register, copy of, to be sent to registered office, 
 
 159. 
 
INDEX. 263 
 
 EVIDENCE 
 
 of title to stock or shares, certificate under seal to be, 14. 
 of compliance with requisitions as to registration, etc., 
 certificate of incorporation to be, 202. 
 as to registration, etc., statutory declaration may be 
 
 accepted as, 202. 
 as to registration of charges, certificate to be, 217. 
 as to reduced capital, certificate of registration of 
 
 order, etc., to be, 134. 
 of alteration of objects of company, certificate of 
 
 Registrar to be, 163. 
 
 primd facie, of contents, registers of members to be, 16, 159. 
 
 of liability of contributories, list settled by liquidators 
 
 to be, 55. 
 in winding up, certain accounts to be, 63. 
 order of Court on contributories, to what extent to be, 44. 
 of carrying of special resolution, chairman's declaration 
 
 to be, 23. 
 of proceedings at meetings, etc., entries in company's 
 
 books to be, 29. 
 certified copies of documents under Companies Acts to be, 
 
 148. 
 copies or extracts from registered documents to be, 148. 
 office copy of order of one Court to be, in any other Court, 
 
 50. 
 special commissioners for taking, who are, 51. 
 inspectors into company's affairs may take, on oath, 26. 
 giving of false, to be perjury, 69. 
 
 EXAMINATION 
 
 of affairs of company. Board of Trade may order, 25. 
 application for, must be supported by evidence, 26. 
 may be by inspectors appointed by special resolution, 26. 
 in winding up, of person as to affairs of company, 47. 
 
 of director, etc., on Official Receiver's report, 170. 
 
 before whom, to be held, 171. 
 
 conduct of, 170, 171. 
 
 EXECUTION 
 
 if returned unsatisfied, company to be deemed insolvent, 
 
 35, 87. 
 against company's effects, void after winding up com- 
 menced, 67. 
 
 EXECUTION OF DEEDS 
 
 to be under company's common seal, 142. 
 by liquidator in winding up, 40. 
 abroad, company may give power of attorney for, 25. 
 or may authorise use of foreign official seal for, 126. 
 in such case date of, to be certified on deed, 127. 
 
264 INDEX. 
 
 EXECUTOR 
 
 may transfer interest of deceased member, 11. 
 
 EXISTING COMPANIES, 
 
 registration of, 75, 77, 78, 79. 
 capable of being registered, 76. 
 effect of registration on, 81 — 84. 
 
 EXPENSES, 
 
 preliminary, to be stated in prospectus, 210. 
 
 unless published one year after date of commencing 
 
 business, 212. 
 account of, to be included in first report, 214. 
 of winding up, members of company liable to contribute 
 
 to, 17, 88. 
 to be prior charge on company's assets, 60. 
 
 EXPERT, 
 
 definition of, 192. 
 
 when director, etc., may shelter behind report, etc., of, 191i 
 
 EXTRACT 
 
 from registered document to be evidence, 148. 
 - certified, of document kept by Registrar to be supplied, 72, 
 
 EXTRAORDINARY GENERAL MEETING 
 
 to be convened by directors on requisition of certain 
 
 shareholders, 215. 
 otherwise requisitionists may convene, 215. 
 further, to be convened if necessary, 216. 
 
 EXTRAORDINARY RESOLUTION, 
 definition of, 54. 
 
 that company cannot continue business, 54. 
 sanction of, required for arrangement with creditors, 57, 64. 
 
 g or with debtors or contributories, 65. 
 delegation of powers, etc., to creditors by, 57. 
 to wind up voluntarily, notice of, to be published in 
 
 Gazette, 55. 
 liquidators may call meetings to obtain company's sanction 
 
 by, 58. 
 
 FALSE ENTRIES, 
 
 making in register, accounts, etc., a misdemeanor, 68. 
 
 FALSE EVIDENCE, 
 
 giving, to be perjury, 69. 
 
 FALSE STATEMENTS, 
 
 making in returns, etc., a misdemeanor, 223. jj 
 
INDEX. 265 
 
 FEES 
 
 payable on filing forms under Companies Act, 1900, 
 
 227— 236» 
 under Companies Acts to be collected by means of stamps, 
 
 226 w. 
 payable to Registrar, where capital divided into shares, 8, 
 
 107. 
 
 not divided into shares, 8, 108. 
 
 amount of above, not to be increased by Board of 
 
 Trade, 31. 
 on registration of mortgages, etc., 217. 
 on inspection of register of mortgages, etc., 218. 
 
 of documents kept by Registrar, 72. 
 for certified copy of documents kept by Registrar, 72. 
 maximum scale of, under Forged Transfers Act, 194, 197. 
 
 FINAL ADJUSTMENT 
 
 of rights of contributories inter se 17, 18. 
 where company unregistered, 88. 
 may be made by Court, 46. 
 Court may make calls for, 43. 
 
 FINAL JUDGMENT, 
 
 order for payment of damages by delinquent director in 
 
 winding up, to be, 199, 
 
 FLOATING CHARGE 
 
 on property of company to be registered, 216. 
 
 FOREIGN COUNTRY, 
 
 company may give power of attorney for executing deeds 
 
 in, 26. 
 company for transacting business in, may have official 
 
 seal for use in, 126. 
 
 FOREIGN PROPERTY 
 
 comprised in charge, etc., regulations as to registering, 216. 
 
 FORFEITURE OF SHARES, 
 
 provisions in Table A as to, 96, 96. 
 
 FORGED TRANSFER, 
 
 company may pay compensation for loss owing to, 194. 
 or owing to forged power of attorney, 194. 
 whatever the date of the forgery, 197. 
 company may make reasonable rules to guard against, 194. 
 company compensating for, to stand in place of person 
 
 compensated, 196t 
 
 FORGERY 
 
 of share warrants, etc., to be felony, 141, 142. 
 
y 
 
 y 
 
 266 INDEX. 
 
 FORMS 
 
 of transfer of shares in company in Table A, 94. 
 of statement of banking, etc., companies (Form D in 
 
 first schedule), 109. 
 of annual list and summary (Form E in second schedule), 
 
 119. 
 A to F in second schedule of Companies Act, 1862, 110 — 122. 
 such forms to be used if possible, 31. 
 alteration thereof by Board of Trade, 31. 
 published by Board of Trade for use under Companies Act, 
 
 1900, 226—236. 
 FOUNDERS' SHARES 
 
 number of, to be stated in prospectus, 209. 
 fees payable on filing, 227—236. 
 
 FRAUDULENT 
 
 entries in register accounts, etc., a misdemeanor, 68. 
 statement in returns, etc., a misdemeanor, 223. 
 
 FRAUDULENT PREFERENCE, 
 
 act amounting to, to be invalid, 67. 
 
 FULLY PAID-UP SHARES, 
 
 company may have some of its shares, and others not, 188. 
 only, may be converted into share warrants, 142. 
 to be distinguished from partly paid-up shares in annual 
 
 summary, 12, 119. 
 in return of allotments, 207. 
 in prospectus, 209. 
 in report prior to statutory meeting, 213. 
 
 FUND FOR COMPENSATION OF LOSSES OWING TO 
 
 FORGED TRANSFER, Etc., 
 company may provide, 194. 
 provisions as to raising, etc., 194. 
 
 G. 
 
 GENERAL MEETING 
 
 to be held once at least every year, 22. 
 notice of, to be given as prescribed by company's regula- 
 tions, 28. 
 if no regulations, seven days' notice of, required, 24. 
 
 and five members competent to call, 24. 
 provisions of Table A as to, 97, 98, 99. 
 auditors to be appointed at, 220, 221. 
 remuneration of auditors to be fixed at, 152, 221. 
 report of auditors to be read at, 151, 221. 
 regulations of company may be altered at, by special 
 
 resolution, 22. 
 proceedings at, to be duly entered in company's books, 29. 
 to be deemed primd facie regular, if entries duly made, 29. 
 
inde:?^. 267 
 
 GENERAL MEETING (continued) 
 
 subsequent, to be held between fourteen days and one 
 month after former meeting, 23. 
 extraordinary, to be convened by directors on requisition 
 of certain shareholders, 215. 
 otherwise requisitionists may convene, 215. 
 further, to be convened if necessary, 216. 
 liquidators to be appointed at, 55, 59. 
 to be called by liquidators during winding up, 58. 
 
 and on completion of winding up, 69. 
 liquidators to report holding last, to registrar, 60. 
 
 GOODWILL, 
 
 amount paid for, on purchase by company to be stated in 
 
 prospectus, 210. 
 
 GUARANTEE, COMPANY LIMITED BY, 
 what is, 4. 
 
 what memorandum of association must contain, 4. 
 must have articles of association, 6. 
 form of memorandum and articles of association of, 111. 
 name of, to appear on offices, notices, etc., 19. 
 
 but may in certain cases be licensed to omit " limited," 
 
 137. 
 not to have capital divided into shares, unless memo- 
 randum of association so provides, etc., 223. 
 effect on capital of, of winding-up order, 38. 
 of voluntary winding up, 57. 
 
 H. 
 
 HEIRS OP DECEASED CONTRIBUTORY, 
 when liable as contributories, 33. 
 
 HIGH COURT, 
 
 jurisdiction of, in winding up, 164, 165. 
 
 HONEST MISTAKE OR IGNORANCE OF DIRECTOR 
 
 excuses for non-compliance with requirements as to pro- 
 spectus, 212. 
 
 HUSBAND OF CONTRIBUTORY, 
 when liable as contributory, 33. 
 
 I. 
 
 IGNORANCE, 
 
 honest, of director, excuses non-compliance with require- 
 ments as to prospectus, 212. 
 
11 
 
 268 ' INDEX. 
 
 INCORPORATION, 
 
 certificate of, to be issued on registration, 8. 
 
 to be altered on company changing name, 6* 
 to be furnished to any applicant, 72. 
 to be conclusive as to compliance with requisitions as 
 
 to registration, 202. 
 of company registering under Part VII., 80. 
 of banking company existing before 1862 to take effect 
 from date in certificate, 79- 
 INCREASE OF CAPITAL. 
 
 power of limited company as to, 5. 
 
 beyond registered capital, to be notified to Registrar within 
 
 fifteen days, 15. 
 (nominal) by unlimited company re-registering as limited 
 
 company, 150. 
 unpaid, by reduction of paid-up capital, 154. 
 provisions of Table A as to, 96, 97. 
 
 INCREASE OF MEMBERS 
 
 beyond registered numbers to be notified to registrar within 
 
 fifteen days, 15. 
 INDEX 
 
 to register of mortgages, etc., to be kept by registrar, 219. 
 
 INJUNCTION AGAINST FURTHER PROCEEDINGS, Etc., 
 Court may grant after presentation of petition to wind 
 
 up, 37. 
 
 INSOLVENCY OF COMPANY, 
 what deemed to be, 34. 
 a ground for winding up by Court, 34, 88. 
 
 INSPECTION OF AFFAIRS OF COMPANY, 
 when Board of Trade may order, 25. 
 application for, to be supported by evidence, 26. 
 may be, by inspectors appointed by special resolution, 26. 
 books, etc., to be produced by company's officers for, 26. 
 
 INSPECTION 
 
 of register gratis for members, for others on payment of 
 
 one shilling, 14. 
 penalty for unlawfully refusing, 14. 
 
 of mortgages, etc., to be open to any one at registration 
 
 office, 218. 
 to members and creditors at company's office, 20, 218. 
 Judge in Chambers may order immediate, 20. 
 of documents kept by Registrar, to be open to any one at 
 
 registration office, 72. 
 of books, etc., of company by creditors or con tributories, 64. 
 committee of, application to Court to appoint, 168. 
 of whom to consist, 171. 
 regulations as to meetings of, 172. 
 Board of Trade to act in default of, 173. 
 
INDEX. 269 
 
 INSURANCE 
 
 policy of, in restriction of individual liability, not invali- 
 dated by Companies Act, 1862, 17. 
 INSURANCE COMPANY, 
 definition of, 1. 
 
 to publish statement in Form D, if limited, 20, 109. 
 if registered under 8 Vict., cap. 110, must re-register under 
 
 Companies Acts, 91. 
 INTEREST 
 
 of member in company to be personal estate, 10. 
 dissenting from reconstruction, purchase of, 66. 
 determination of value of, 67. 
 from alteration of objects of company, purchase of, 162. 
 of holders of founders', etc., shares in property of company 
 to be stated in prospectus, 209. 
 of directors in property, etc., to be acquired by company, 
 particulars of, to be stated in prospectus, 211. 
 unless published more than one year after date of 
 commencing business, 211. 
 at 4 per cent, to accrue on money of applicants improperly 
 
 retained, 205. 
 INVESTMENT 
 
 of surplus funds in winding up, 177. 
 
 INVITATION TO SUBSCRIBE FOR SHARES 
 
 if given to public, restrictions are provided as to — 
 appointment of directors, 203. 
 allotment, 205. 
 
 commencement of business, etc., 207. 
 if tiot given to public, underwriting, etc., is forbidden, 207. 
 document giving, is "prospectus" within Companies Act, 
 
 1900, 224. 
 IRELAND, 
 
 order made in England to be enforceable in, 49. 
 IRREGULAR ALLOTMENT 
 
 voidable by applicant within one month of statutory 
 
 meeting, 205. 
 ISSUE 
 
 of debentures, particulars to be stated in prospectus as to, 
 
 209. 
 charge for securing, to be registered, 216. 
 registration of, where more than one issue in same 
 
 series, 217. 
 of prospectus, date of to appear on prospectus, 208. 
 requirements preliminary to, 208, 209. 
 if more than one year after company entitled to com- 
 mence business, restrictions on appointment, etc., 
 of directors not to apply, 209. 
 containing untrue statements, liability of directors 
 
 on, 190. 
 
270 INDEX. 
 
 ISSUE {continmd) 
 
 of persons authorising such, to be liable, 190. 
 
 of shares, particulars to be stated in prospectus as to, 209, 
 
 where consideration for, differs, difference to be shown 
 
 in annual summary, 220. 
 
 new, when limited company has power to make, 5. 
 
 of share warrants to bearer, power of limited company to 
 
 make, 139. 
 entries to be made in register on, 140. 
 
 J. 
 
 JOINT-HOLDERS OF SHARES, 
 
 provisions in Table A as to receipt for dividends by, 93. 
 
 JOINT-STOCK COMPANY, 
 definition of, 77. 
 
 certain companies other than, not to register under Part 
 
 VII., 75. 
 requisitions as to registration of, 77, 79. 
 registrar may require evidence that company seeking 
 registration under Part VII. is, 79. 
 
 JOINT-STOCK COMPANIES ACTS, 
 definition of, 73. 
 
 application of Companies Act, 1862, to companies formed 
 and registered thereunder, 74. 
 to companies registered but not formed thereunder, 74. 
 company registered under, how shares in, may be trans- 
 ferred, 76. 
 may be registered under Companies Acts, 76. 
 
 JUDGE IN CHAMBERS 
 
 may do whatever " Court " is authorised to do, 36. 
 
 JUDGE OF COUNTY COURT 
 
 to be a commissioner to take evidence in winding up, 61. 
 
 JUDICIAL NOTICE 
 
 to be taken of certain seals and signatures, 61, 63. 
 
 JURISDICTION IN WINDING UP 
 of High Court, 164, 165. 
 of County Court, 164. 
 
 L. 
 
 LAND, 
 
 company when incorporated to have power to hold, 8, 81. 
 restriction on company formed to promote art, charity, etc., 
 unless licensed by Board of Trade, 10. 
 form of such licence, 122. 
 
INDEX. 271 
 
 LETTERS PATENT REGULATING COMPANY, 
 
 regulations as to registration under Part VII. of Com- 
 panies Act, 1862, of company having, 75, 78, 80, 83, 84. 
 not to prevent re-registration under Companies Act, 1879, 
 
 153. 
 LIABILITY OF COMPANY 
 
 (banking) to be unlimited in respect of notes issued, 150. 
 incurred before registration under Part VII., not to be 
 
 affected thereby, 81. 
 (unlimited) incurred before re-registration, not to be 
 
 affected thereby, 149. 
 LIABILITY OF DIRECTORS 
 
 in limited company may be unlimited, 129, 130, 131. 
 in such case to contribute in winding up as though member 
 of unlimited company, 130. 
 to be notified to such on election, 131. 
 
 but want of such notice not to affect, 131. 
 of defunct company, not affected by striking off of company, 
 
 166. 
 for untrue statements in prospectus, 190. 
 for non-return of allotments, 207. 
 
 for non-disclosure in prospectus of particulars, limitation 
 
 on, 212. 
 LIABILITY OF MEMBERS 
 
 may be limited to amount unpaid on shares held, 3. 
 
 or to amount undertaken to be contributed in winding 
 
 up, 3. 
 declaration that it is limited to appear in memorandum of 
 
 association, 3, 4. 
 may be unlimited, 4. 
 
 past and present, to contribute in winding up, 17. 
 reduced in number to less than seven, 22. 
 on shares where capital is reduced, 135, 146. 
 for debts of creditors ignorant of such reduction, 135. 
 
 LIABILITY TO CONTRIBUTE IN WINDING UP 
 of past and present members, 17. 
 
 of members of company with less than seven members, 22. 
 of personal representatives of dead contributory, 33. 
 of assignee in bankruptcy of bankrupt contributory, 33. 
 of husband of contributory, 33. 
 
 of directors of limited company with unlimited liability, 
 
 130. 
 to be specialty debt, 32. 
 
 LICENCE OF BOARD OF TRADE 
 
 for certain companies to hold over two acres of land, 10. 
 
 form of, 122. 
 for certain limited companies to omit "limited" from 
 
 name, 137. 
 
272 INDEX. 
 
 LIEN 
 
 on property of company not to be afiected by order to pro- 
 duce, 47. 
 
 LIMITATION OF TIME 
 
 for recovery of loss, etc., caused by improper allotment. 
 
 205. 
 
 LIMITATION OF LIABILITY 
 
 may be either to amount unpaid on shares held, 3. 
 
 or to amount undertaken to be contributed in wind- 
 ing up, 3. 
 declaration as to, to appear in memorandum of associa- 
 tion, 3, 4. 
 to be certified by Registrar on registration, 8, 77. 
 
 *' LIMITED " 
 
 to appear as last word of name of limited company, 3, 4. 
 company not for gain may be licensed to omit, 137. 
 in case of company seeking registration under Part VII., 
 
 78, 80. 
 
 LIQUIDATORS IN VOLUNTARY WINDING UP, 
 appointment of, 67, 59. 
 may apply to Court for directions, 58, 181. 
 power of, to call meetings, 58, 59. 
 
 to make compromises, etc., with creditors, etc., 64, 65. 
 
 to reconstruct company by sale to new company, 66. 
 duties of, on completion of winding up, 59, 60, 63. 
 removal of, by Court, 59. 
 
 costs and remuneration of, to be first charge on company's 
 
 assets, 60. 
 
 LIQUIDATORS IN WINDING UP BY COURT, 
 appointment of, 39. 
 
 provisions as to official liquidator in Companies Act, 1862, 
 
 to apply to, 166. 
 powers of, generally, 40, 41, 167, 175, 180, 181. 
 
 to make compromises, etc., with creditors, etc., 64, 65, 
 
 175. 
 to be under control of, and accountable to, Board of Trade, 
 
 179, 181. 
 removal or release of, 39, 180. 
 remuneration of, 39. 
 
 LIQUIDATORS IN WINDING UP UNDER SUPERVISION 
 
 OF COURT, 
 appointment of additional, 61. 
 
 powers of, to be same as those of liquidators in voluntary 
 
 winding up, 62, 65. 
 removal of, 61. , 
 
INDEX. 273 
 
 LIST, 
 
 annual, to be made every year within twenty-one days of 
 
 first general meeting, 12. 
 what to contain, 12. 
 
 where capital reduced by return of profits, 155. 
 to be signed by manager or secretary of company, 220. 
 copy of, to be forwarded to Registrar, 12. 
 exception in case of company formed not for gain, 138. 
 of contributories. Court to settle in winding up by Court, 42. 
 classes of contributories to be distinguished in, 42. 
 liquidators to settle in voluntary winding up, 56. 
 to be primd facie evidence of liability of persons 
 
 therein, 56. 
 of creditors entitled to object to reduction of capital. Court 
 
 to settle, 133. 
 of directors to accompany application for registration, 202. 
 of shareholders to be accessible at statutory meeting, 214. 
 required by Registrar where company seeks registration 
 
 under Part VII., 78, 79. 
 LOSS 
 
 incurred through untrue statements in prospectus, liability 
 
 of directors, etc., for, 190. 
 improper allotment, liability of directors for, 205. 
 improper entry of bearer of share warrant, liability of 
 
 company for, 140. 
 
 forged transfer, company may compensate for, 194. 
 
 company compensating to have action over against person 
 
 causing, 195. 
 LOST CAPITAL, 
 
 may be cancelled, 146. 
 
 M. 
 
 MAJORITY REQUIRED AT MEETING 
 
 for proposing special resolution, three-fourths, 23. 
 for confirming special resolution, bare, 23. 
 
 MANAGEMENT SHARES, 
 
 number of, to be stated in prospectus, 209. 
 
 MANAGERS, 
 
 possession of share warrants not to qualify, if share 
 
 qualification required, 140. 
 names and addresses of, to appear in preliminary report, 
 
 214. 
 list of, to be kept at registered office and sent to Registrar, 
 
 21. 
 
 acts and appointments of, to be deemed valid though 
 
 defect is subsequently discovered, 29. 
 
 18 
 
274 INDEX. 
 
 MANAGERS {continued), 
 
 (or secretary) to sign annual list and summary, 220, 
 not to be elected auditors of the company, 151, 221. 
 to furnish requisite information to auditors, 221. 
 minutes of meetings of, to be entered in company's books, 
 
 29. 
 liability of, in limited company may be unlimited, 129, 130, 
 
 131. 
 when register not properly kept, 11. 
 
 or list of members not sent to Registrar, 13. 
 for non-registration, where company required to 
 
 register, 92. 
 for not filing returns of allotments, etc., 207. 
 for non-compliance with requirements as to registra- 
 tion of charges, etc., 219. 
 for wilfully concealing name of creditor entitled to 
 object to reduction of capital, 136. 
 not affected by dissolution of company as defunct, 156. 
 statement of company's affairs in winding up, to be veri- 
 fied by, 168. 
 Court may assess damages against delinquent, 173. 
 
 examine, when believed to possess company's property, 
 
 46. 
 or to have been fraudulent in promotion, etc., of 
 
 company, 170. 
 prosecute in certain cases, 69. 
 
 appoint special, on application of official receiver, 167. 
 and fix their remuneration, 167. 
 provisions as to, of company seeking registration, under 
 Part VII., 78, 79. 
 
 MARRIAGE 
 
 of female contributory, effect of, 33, 88. 
 
 MATERIAL CONTRACT, 
 
 particulars of, to be stated in prospectus, 210. 
 
 and when and where copy of, can be inspected, 210. 
 rule as to disclosure of, when prospectus published more 
 than one year after business commenced, 212. 
 
 MEETING, GENERAL, 
 
 to be held at least once every year, 22. 
 notice of, to be given as prescribed by company's regula- 
 tions, 23» 
 if no regulations, seven days' notice of, required, 24. 
 
 and five members competent to call, 24. 
 provisions of Table A as to, 97, 98, 99. 
 auditors to be appointed at, 220, 221. 
 remuneration of auditors to be fixed at, 221, 152. 
 report of auditors to be read at, 221, 151. 
 
INDEX. 275 
 
 MEETING, GENERAL (continued), 
 
 regulations of company may be altered at, by special 
 
 resolution, 22. 
 
 proceedings at, to be duly entered in company's books, 29. 
 
 to be deemed priTnd facie regular if entries duly made, 
 
 29. 
 subsequent, to be held between fourteen days and one 
 month after former meeting, 23. 
 extraordinary, to be convened by directors on requisition 
 of certain shareholders, 216. 
 otherwise requisitionists may convene, 215. 
 further, to be convened if necessary, 216. 
 liquidators to be appointed at, 55, 59. 
 to be called by liquidators during winding up, 58. 
 
 and on completion of winding up, 59. 
 liquidators to report holding last, to registrar, 60. 
 
 MEETING, STATUTORY, 
 what is, 213. 
 
 to be held between one and three months after company 
 entitled to commence business, 214. 
 list of shareholders to be open to inspection at, 214. 
 discussion of matters as to formation of company to be 
 
 allowed at, 214. 
 may be adjourned as required, 214. 
 
 if not duly held, shareholders may petition Court to wind 
 
 up company, 215. 
 MEETINGS 
 
 of contributories. Court may summon to ascertain wishes 
 
 of, 38. 
 of creditors. Court may summon to ascertain wishes of, 38. 
 to decide as to proposed arrangement, 145. 
 three-fourths majority required at, to make arrange- 
 ment binding, 145. 
 in winding up, official receiver may call, 168. 
 provisions as to proceedings at, 186 — 189. 
 liquidators may call, 181. 
 of directors or managers, minutes of, to be entered in 
 
 company's books, 29. 
 MEMBERS OF COMPANY, 
 who are, 10. 
 
 when holders of share warrants are deemed to be, 140. 
 can become, 140. 
 cease to be, 140. 
 register of, what to contain, 11. 
 Registrar to be notified if number of, increased, 15. 
 if number of, reduced below seven, company may be wound 
 
 up, 34. 
 and liability for business debts of company is increased, 
 
276 INDEX. 
 
 MEMBERS OF COMPANY {continued), 
 
 liability of, may be limited by shares or guarantee, 3. 
 how affected by reduction of capital, 135. 
 to contribute to payment of creditors ignorant of such 
 
 reduction, 135. 
 to contribute in winding up, 17. 
 position of, when dissenting from proposed reconstruction, 
 
 66, 67. 
 from proposed alteration of 
 objects of company, 162. 
 of company registered but not formed under Com- 
 panies Acts, 82, 83. 
 are bound by provisions of registered memorandum of 
 
 association, 5. 
 interest of dead, may be transferred by their personal 
 
 representatives, 11. 
 prosecution of guilty, in winding up, 68, 69. 
 seeking registration under Part VII., must assent, 75, 76. 
 list of, required by Registrar, 78, 79. 
 actions, etc., pending against, 81. 
 
 MEMORANDUM OF ASSOCIATION, 
 
 contents of, of company limited by shares, 3. 
 limited by guarantee, or unlimited, 4. 
 to be stated in prospectus, 209. 
 with certain exceptions, 211, 212. 
 to contain signed agreement by directors to take qualifica- 
 tion shares, 203. 
 Board of Trade may order insertion of special provisions 
 in, of company formed not for gain, 138. 
 to be sent to Registrar for registration, 8. 
 
 and accompanied by list of persons consenting to be 
 
 directors, 203. 
 when registered binds members as though executed by 
 
 them, 5. 
 how to be executed by subscribers, 5. 
 subscription of, operates as contract to become member, 10. 
 may provide for liability of directors, etc., being unlimited, 
 
 129. 
 alterations in, providing for change of name, 5. 
 increase or reduction of capital, 5, 132. 
 division of capital into larger or smaller shares, 5, 137. 
 conversion of shares into stock, 5. 
 reconversion of stock into shares, 224. 
 cancellation of unissued shares, 147. 
 liability of directors, etc., being unlimited, .131. 
 alteration of objects and constitution of company by, 161. 
 restriction or abandonment of objects specified in, 162. 
 minute of reduction of capital, etc., to appear in copies of, 
 issued subsequently, 132, 135, 137. 
 
INDEX. 277 
 
 MEMORANDUM OF ASSOCIATION (continued), 
 
 print of, altering objects or constitution of company, to be 
 
 registered, 163. 
 may be substituted for deed of settlement, etc., by special 
 
 resolution, 161. 
 substitution for, in company registered but not formed 
 
 under Companies Acts, 82. 
 to be stamped as though a deed, 5. 
 members entitled to have copies of, for one shilling, 9. 
 
 MEMORANDUM 
 
 of particulars of capital as reduced to be approved by 
 
 Court and registered by Registrar, 134, 147, 154. 
 
 of satisfaction of debt secured by registered charge to be 
 
 ^ entered on register, 219. 
 
 K MINIMUM SUBSCRIPTION, 
 
 definition of, 204. 
 
 subscription of amount of, condition precedent to allot- 
 ment, 204. 
 to be fixed and named exclusively of payments other than 
 
 cash, 204. 
 allotment of fully -paid shares equal to, may entitle com- 
 pany to commence business, etc., 206. 
 on which directors may proceed to allotment, to be stated 
 
 in prospectus, 209. 
 
 MINUTE OF DISSOLUTION OF COMPANY, 
 Registrar to make, 46. 
 
 MINUTE OF PARTICULARS OF CAPITAL AS REDUCED 
 to be approved by Court and registered by Registrar, 
 
 134, 154. 
 
 when registered to be substituted for corresponding part 
 
 of memorandum of association, 135. 
 
 liability of members on shares to be fixed by, 135. 
 
 to appear in subsequent memorandum of association, 136. 
 
 MISSTATEMENT, 
 
 accidental, as to charge requiring registration, relief for, 
 
 218 
 MISTAKE OF FACT, 
 
 when defence to action for false statement in prospectus, 
 
 212. 
 for non-disclosure in prospectus, 190. 
 
 MODIFICATION 
 
 of conditions in memorandum of association, what may 
 
 be made, 5. 
 of regulations of company, to be made by special resolution, 
 
 22. 
 of contract referred to in prospectus, restrictions on, 213, 
 
 214. 
 
278 INDEX. 
 
 '^ 
 
 ORTGAGES, 
 
 copy of deeds creating, to be kept for inspection at com- 
 pany's office, 218. 
 debt due on, to be stated in annual summary, 220. 
 register of, affecting company's property to be kept, 20, 
 
 217. 
 
 to be open to inspection, 20, 218. 
 
 when judge may order inspection of, 20. 
 
 index to, to be kept, 219. 
 
 memorandum of satisfaction may be entered on, 219. 
 registration of, when required, 216. 
 
 effect of failure to comply with, 216. 
 
 comprising foreign property, regulations as to, 216. 
 
 certificate of, to be given, 217. 
 
 compulsory on company, 218. 
 
 permissible for any person interested, 218. 
 
 Court may grant relief for omission in, 218. 
 
 penalty for failure to effect, 219. 
 
 N. 
 NAME OF COMPANY 
 
 (if limited) to appear in memorandum of association 
 
 with "limited" as last word, 38. 
 
 except in case of company not for gain, 137. 
 
 (if unlimited) to appear in memorandum of association, 4. 
 
 not to be identical with or similar to that of existing 
 
 company, 9. 
 to be affixed outside every place where company carries on 
 
 business, 19. 
 to be legibly engraved on company's seal, 19. 
 to appear on all notices, bills, etc., of company, 19. 
 may be changed in certain cases, 6. 
 
 seeking registration under Part VII., provisions as to, 
 
 79, 80. 
 reducing capital, " and reduced " to be added to end of, 132. 
 unless Court sanctions omission of " and reduced," 147. 
 defunct, may be struck off register, 156. 
 restored by order of Court, 157. 
 NAMES 
 
 of allottees to appear in return of allotments, 207. 
 of creditors entitled to object to reduction of capital to be 
 
 entered on list, 133. 
 concealment of, by directors, etc., misdemeanor, 136. 
 of directors consenting to act, to be furnished on applica- 
 tion for registration, 203. 
 or proposed directors, to appear in prospectus, 209, 212. 
 and managers to be entered on register, 21. 
 auditors and officers of company to appear in first 
 
 report, 214. 
 to be set out in annual summary, 220. 
 
INDEX. 279 
 
 NAMES {contimied), 
 
 of members of company to be entered on register, 11. 
 
 and on annual list, if company has share capital, 12. 
 to be removed from register on issue to them of share 
 
 warrants, 140. 
 NEWSPAPER, 
 
 what particulars to be stated in prospectus published as 
 
 advertisement in, 212. 
 
 /SNOMINAL AMOUNT OF CAPITAL, 
 
 increase of, by unlimited company re-registering as 
 
 limited company, 150. 
 
 y NOMINAL AMOUNT OF SHARE, 
 
 at leasb 5 per cent, of, to be payable on application, 205. 
 
 NOTICE, 
 
 authentication of, may be by signature of company's 
 
 authorised ofi&cer, 27. 
 offering shares, etc., to public for subscription is a pro- 
 spectus, 224. 
 inviting further subscriptions from members of company 
 not treated as prospectus, 211. 
 of appeal from order in winding up to be given within 
 
 three weeks thereof, 50. 
 
 of consolidation or conversion of capital into stock, 13. 
 
 of intention of banking company to register as limited 
 
 company, to be given to customers, 78. 
 
 of intention to strike off company as defunct to be gazetted, 
 
 156. 
 of liability being unlimited to be given to director on 
 
 election, 131. 
 of meeting for passing special resolution, to be given 
 according to company's regulations, 23. 
 or if no regulations, seven days before, 24. 
 of order, etc., confirming reduction of capital, 134, 
 of proposed alteration of objects of company, 161. 
 of resolution to be passed at statutory meeting, necessary, 
 
 214. 
 to wind up voluntarily to be gazetted, 55. 
 of situation of registered office, to be given to Registrar, 18. 
 of office where colonial register is kept, to be given to 
 
 Registrar, 158. 
 of striking company off register to be gazetted, 156. 
 of time within which creditors may object to reduction of 
 
 capital, 133. 
 of trusts, not to be entered on register, 13. 
 service of, on company may be by post, 27. 
 provisions as to, in Table A, 105, 107. 
 by Registrar, for purposes of striking off defunct 
 
 company, 157. 
 
280 INDEX. 
 
 NUMBER OF PERSONS 
 
 required to form company, at least seven, 2. 
 
 if reduced below seven, members' liability is increased, 22. 
 
 or company may be wound up, 34. 
 forming unregistered partnership, etc., not to exceed ten in 
 
 case of banks, twenty in other cases, 1. 
 
 0. 
 
 OBJECTION 
 
 to reduction of capital, right of creditors to make, 133. 
 
 when Court may deprive creditors of, 133, 147. 
 to alteration of objects of company, position of creditors, 
 
 etc., making, 161. 
 
 OBJECTS FOR WHICH COMPANY IS FORMED 
 must appear in memorandum of association, 3. 
 alteration of memorandum of association as to, 161. 
 purposes for which Court may sanction alteration of, 162. 
 
 OBLIGATIONS OF COMPANY 
 
 not to be affected by change of name, 6, 9. 
 incurred before registration under Part VII., not to be 
 
 affected thereby, 81. 
 
 OCCUPATION 
 
 of members to appear in register, 11. 
 
 and on annual list of company having share capital, 
 
 12. 
 of directors and managers, register of, to be kept at 
 registered office and sent to Registrar, 21. 
 OFFENCES 
 
 punishable by penalties under Companies Act, 1862, to be 
 (^ prosecuted summarily, 28. 
 
 \)FFER OF SHARES 
 
 and debentures for subscription may be simultaneous, 206. 
 if made to public, restrictions are provided as to — 
 appointment of directors, 203. 
 allotment, 205. 
 
 commencement of business, etc., 207. 
 if not made to public, underwriting, etc., is forbidden, 207. 
 to existing members, not subject to the provisions in 
 section 10 of the Companies Act, 1900, as to pro- 
 spectuses, 211. 
 to public is a "prospectus" within Companies Act, 1900, 
 
 224. 
 OFFICE, REGISTERED, OF COMPANY, 
 every company to have, 18. 
 situation or change thereof to be nptified to Registrar, 18. 
 
INDEX. 281 
 
 OFFICE, REGISTERED, OF COMPANY (continued), 
 
 until registrar notified, provisions of Companies Acts not 
 
 complied with, 18. 
 where colonial register is kept, to be notified to Registrar, 
 
 158. 
 company's name to appear on outside of, 19. 
 memorandum of association to specify in what part of 
 United Kingdom situated, 3, 4. 
 register of members to be kept at, 14. 
 copy of entries in colonial register to be sent to, 159. 
 what is, for purpose of winding up unregistered company, 
 
 85. 
 OFFICE, REGISTRATION, 
 constitution of, 71. 
 
 OFFICERS OF COMPANY, 
 
 not to be elected auditors of company, 221. 
 to furnish requisite information to auditors, 221. 
 to produce books, etc., to and answer questions of 
 examiners into company's affairs, 26. 
 liability of, for not filing return of allotments, etc., 207. 
 for non-compliance with requirements as to registra- 
 tion of charges, etc., 219. 
 for wilfully concealing name of creditor entitled to 
 object to reduction of capital, 136. 
 destroying or falsifying books, etc., of company, 68. 
 statements of company's affairs in winding up to be veri- 
 fied by, 168. 
 Court may assess damages against delinquent, 173. 
 
 examine, when believed to possess company's property, 
 
 46. 
 or to have been fraudulent in promotion, etc., of 
 company, 170, 171. 
 prosecute in certain cases, 68, 69. 
 
 OFFICIAL RECEIVER, 
 who is, 166. 
 
 may appoint special manager, 167. 
 
 may call separate meetings of creditors and contributories, 
 
 168. 
 statement of company's affairs to be made to, 168. 
 to submit to Court preliminary report, 169. 
 to take part in public examination of directors, etc., 170. 
 may apply to Court to convert voluntary winding up into 
 
 winding up by Court, 176. 
 
 OFFICIAL SEAL FOR USE ABROAD, 
 
 company for transacting business abroad may prepare, 126. 
 what to appear on face of, 126. 
 to be affixed by authorised agent of company, 126. 
 agent affixing to add date of sealing, 127. 
 
282 ^ INDEX. 
 
 OMISSION 
 
 of name from register, remedy for, by application to Judge 
 
 in Chambers, 15. 
 to register charge, judge may grant relief for, 218. 
 
 ORDER 
 
 confirming alteration of objects set out in memorandum 
 
 of association, 161. 
 reduction of capital, 132. 
 discretionary powers of Court as to making above, 132, 162. 
 above, must be registered, 134, 163. 
 for rectification of register, 16. 
 
 for filing contract by way of relief for non-compliance with 
 section 25 of Companies Act, 1867, 200. 
 for winding up, operation of, 36. 
 
 of Court in winding up, may be made on hearing petition 
 
 to wind up, 37. 
 power of Court to enforce, 48, 49. 
 effect of, 38, 62. 
 
 for inspection of books, etc., of company, 64. 
 for payment of damages by delinquent directors, etc., 
 
 173, 199. 
 
 P. 
 
 PARTICIPATION IN PROFITS 
 
 of new company, good consideration for sale of old com- 
 pany, 65. 
 PARTLY PAID-UP SHARES, 
 
 company may have some of its shares, 138. 
 how far deemed to be paid up to be stated in minute as to 
 
 reduction of capital, 147. 
 to be distinguished according to amount paid up in 
 
 annual summary, 12, 119. 
 from fully paid-up shares in return of allotments, 207. 
 in prospectus, 209. 
 in report prior to statutory meeting, 213. 
 
 PARTNERSHIP 
 
 of more than certain number illegal, unless registered 
 
 under Companies Acts, 1. 
 
 PAST MEMBERS NOT LIABLE TO CONTRIBUTE IN 
 
 WINDING UP 
 if begun more than one year after they ceased to be mem- 
 bers, 17. 
 in respect of debts contracted after membership ended, 17. 
 if existing members can satisfy contributions required, 17, 
 
 PENALTY 
 
 for acting as director after becoming disqualified, 204. 
 for carrying on business without having registered ofi&ce, 
 
 18. 
 
INDEX. 283 
 
 PENALTY [continued), 
 
 for commencing business, or exercising borrowing powers, 
 in contravention of provisions of section 6 of Companies 
 
 Act, 1900, 206. 
 for default in complying with requirements as to filing 
 
 return of allotments, 207. 
 
 with requirements as to affixing and use of name of 
 
 company on offices, seal, etc., 19. 
 
 for default in disclosing name or debt of creditor entitled 
 
 to object to reduction of capital, 136. 
 
 number, etc., of altered shares in memorandum of 
 
 association subsequently issued, 137. 
 
 to director on election that his liability is unlimited, 
 
 131. 
 for default in keeping register of directors or managers, 21. 
 of members with particu- 
 lars required, 11. 
 for default in publishing statement in Form D, 20. 
 for default in registering certain companies required to 
 
 be registered, 92. 
 mortgages, etc., created by company, 219. 
 for default in supplying Registrar with list of members 
 
 or annual summary, 13. 
 with notice of increase of capital or number of mem- 
 bers, 15. 
 with register of directors, etc., 21. 
 with copy of special resolution, 24. 
 with notice of dissolution of company, 46. 
 with notice of final meeting in winding up having 
 
 been held, 60. 
 with document requiring registration under Memoran- 
 dum of Association Act, 1890, 163. 
 ior false statements in returns, etc., 223. 
 for falsification or destruction of books, etc., of company, 
 
 68. 
 for forgery, etc., of share warrant or coupon, 141. 
 for fraudulently engraving plates for making share war- 
 rants, etc., 142. 
 personating owner of share warrant, etc., 
 
 141. 
 for giving false evidence, 69. 
 
 for refusal to supply copy of memorandum or articles of 
 
 association to member on payment of one shilling, 9. 
 
 of register or list of members to 
 
 applicant, 14. 
 
 for refusal to allow inspection of register or list of members, 
 
 14. 
 
 register of mortgages, etc., 20. 
 
 books, etc., of company by 
 
 inspectors, 26, 27. 
 
 imposed under Companies Act, 1862, may be applied 
 
 towards payment of costs or reward of informer, 28. 
 
284 INDEX. 
 
 PENALTY (contmued), 
 
 offences punishable by, to be prosecuted summarily, 28. 
 under section 10 of Companies Act, 1900, not to derogate 
 from liability at common law, 212. 
 honest ignorance to be a defence to, 212. 
 
 PERPETUAL SUCCESSION, 
 
 company obtains on incorporation, 8, 81. 
 
 PERSONAL REPRESENTATIVES, 
 
 may transfer interest of dead member, 11. 
 when liable to company in respect of dead contributory, 
 
 33, 88. 
 when deemed to be contributories, 38, 88. 
 provisions as to placing on list of contributories, 42. 
 consequences of default by, in paying money ordered, 44, 
 
 PERSONALTY, 
 
 shares of company to be, 10, 
 
 PERSONATION 
 
 of bearer, etc, of share warrant, felony, 41. 
 
 PETITION, 
 
 application for winding up to be by, 36. 
 
 who may present, 36, 143, 176. 
 
 presentation of, to be commencement of winding up, 37. 
 
 equivalent to act of bankruptcy of individual, 67. 
 Court may dismiss, adjourn, etc., 37. 
 for order to confirm resolution to reduce capital, 132. 
 
 alteration of objects in memorandum of association, 
 
 161. 
 PLACE 
 
 where limited company carries on business to have com- 
 pany's name affixed outside, 19. 
 where unregistered company carries on principal business 
 to fix place of registration, 85. 
 POLICY OF INSURANCE, 
 
 in restriction of individual liability not invalidated by 
 
 Companies Act, 1862, 17. 
 POLL 
 
 may be demanded by five members at meeting for passing, 
 etc., of special resolution, 23. 
 POST, 
 
 service of notices, etc., on company, may be by, 27. 
 
 POWER OF ATTORNEY, 
 
 company may give, for execution of deeds abroad, 25. 
 company may compensate for loss owing to forged, 194. 
 
 POWER OF COMPANY 
 
 to borrow, restrictions on beginning to, 206. 
 
 penalty for illegal exercise of, 206. 
 to hold land, 8, 10, 81. 
 
% 
 
 INDEX. 285 
 
 POWERS 
 
 of Court given by Companies Act, 1862, to be cumulative, 
 
 48. 
 to enforce orders, 48. 
 of Judge in Chambers equal to those of Court, 36. 
 of liquidators in voluntary winding up, 58, 59, 64 — 67. 
 in winding up by Court, 40, 41, 64, 65, 167, 175, 180, 
 
 181. 
 in winding up under supervision of Court, 62, 65. 
 
 PREFERENCE, FRAUDULENT, 
 
 act amounting to, to be invalid, 67. 
 
 PRELIMINARY EXPENSES 
 * to be stated in prospectus, 210. 
 
 unless published one year after date of commencing 
 
 business, 212. 
 account of, to be included in first report, 214. 
 
 PRESENTATION OF PETITION, 
 
 to be commencement of winding up, 37. 
 equivalent to act of bankruptcy of individual, 67. 
 
 PRICE 
 
 to be paid to member dissenting to sale of company's 
 
 business, how fixed, 67. 
 PRIORITY OF COSTS, 
 
 Court may determine in compulsory winding up, 46. 
 to all claims on company's assets in voluntary winding 
 
 up, 60. 
 PROCEEDINGS, LEGAL, 
 
 by or against company not to be affected by change of 
 
 name, 6. 
 security for costs may be required from limited company 
 
 taking, 30. 
 
 penalties imposed under Companies Act, 1862, may be 
 
 ordered to be applied towards costs of, 28. 
 
 minutes of resolutions, etc., duly entered in company's 
 
 books to be evidence in, 29. 
 by company to recover calls from member, special matter 
 
 need not be alleged in, 30. 
 in winding up, liquidator may be appointed to bring, etc., 
 
 39, 40. 
 restrictions, etc., of Court on further, 37, 38, 84, 88. 
 transfer of, to another Court, 165. 
 
 PROCEEDINGS OF COMPANY, 
 
 provisions in Table A as to, 98, 99. 
 in general meeting to be duly entered in books, 29. 
 to be deemed primd facie valid if so entered, 29. 
 may be authenticated by signature of their authorised 
 
 officer, 27. 
 
286 INDEX. 
 
 PROFITS, 
 
 interest in, of holders of founders', etc., shares, to be stated 
 
 in prospectus, 209. 
 
 provision for sharing, other than as member, void where 
 
 company is limited by guarantee, 223. 
 
 participation in, of new company, good consideration for 
 
 sale of old company, 66. 
 accumulated, capital may be reduced by returning to 
 
 shareholders, 154. 
 amount thereof to be stated in statement of account,, 
 
 155 
 PROMISSORY NOTE, 
 
 when deemed to have been made, etc., by company, 21. 
 liquidator may make, etc., in name of company, 40. 
 
 PROMOTERS, 
 
 definition of, 192. 
 
 liable for untrue statements in prospectus, 190. 
 
 Court may assess damages against delinquent, 173. 
 
 y PROMOTION MONEY 
 
 to be stated in prospectus, 210. 
 
 PROPERTY OF COMPANY, 
 
 interest of holders of founders', etc., shares in, to be stated 
 
 in prospectus, 209. 
 charges, etc., on, to be entered in register of mortgages,. 
 
 20, 216. 
 foreign, comprised in charge, etc., requirements as to regis- 
 tration of, 216. 
 on registration under Part VII. to vest in company as 
 
 incorporated, 81. 
 disposition of, between commencement of and order for 
 
 winding up, void, 63. 
 during winding up, power of Court over persons possessing, 
 
 42, 46. 
 official receiver may sell, 40. 
 how to be applied in voluntary winding up, 55. 
 custody of, 39, 40. 
 
 PROPOSED DIRECTORS, 
 
 restrictions on naming persons as, in prospectus, 202. 
 names, etc., of, to be stated in prospectus, 209. 
 
 PROSECUTION 
 
 of guilty directors, members, etc., in voluntary winding up, 
 
 69. 
 in winding up by or under supervision of Court, 68. 
 
 PROSPECTUS, 
 
 definition of, 224. 
 
 particulars required to be stated in, 209. 
 
INDEX. 287 
 
 PROSPECTUS {contimied), 
 to be dated, 208. 
 
 date on, to be date of publication of, 208. 
 those only to be named in, as directors, who have consented, 
 
 202. 
 persons authorising use of name in, liable as directors, 190. 
 persons improperly named in, entitled to indemnity from 
 
 company, 192. 
 liability of directors, etc., for statements in, 190, 191. 
 for non-compliance with requirements as to, 212. 
 copy of, to be signed by all directors, etc., and filed before 
 
 publication, 208. 
 not to be issued until filed, 209. 
 
 terms of contract referred to in, not to be varied before 
 
 statutory meeting, 213. 
 
 condition as to waiver of requirements as to, void, 212. 
 
 exempted from certain requirements, if issued more than 
 
 one year after business commenced, 203, 212. 
 
 if only offers further shares, etc., to existing members, 
 
 etc., 211. 
 if published as advertisement in newspaper, 212. 
 
 PROVIDENT SOCIETY 
 
 to publish statement in Form D at certain times, 20, 109. 
 
 PROVISIONAL CONTRACT 
 
 of company not entitled to commence business, 206. 
 
 PROXY, 
 
 voting to be by, if allowed by company's regulations, 23. 
 provisions as to voting by, in Table A, 99, 100. 
 
 PUBLIC, INVITATION TO, TO SUBSCRIBE FOR SHARES, 
 is a "prospectus," 224. 
 
 restrictions on, in Companies Act, 1900, as to appointment 
 
 of directors, 203. 
 allotment, 205. 
 commencement of 
 business, etc., 207. 
 underwriting, 207- 
 
 PUBLICATION, 
 
 official, of limited company, to bear company's name, 19. 
 of registration of minute, etc., confirming reduction of 
 
 capital, 134. 
 of notice in Gazette that company will be struck off as 
 
 defimct, 156. 
 
 that company has been struck off as defunct effects 
 
 dissolution of company, 156. 
 
 of prospectus as advertisement in newspaper, effect of, 212 . 
 
288 INDEX. 
 
 PURCHASE 
 
 by company of interest of member dissenting from pro- 
 posed reconstruction, 66. 
 price to be paid such member for, how fixed, 67. 
 by company of interest of member dissenting from altera- 
 tion of its objects, 162. 
 PURCHASE MONEY, 
 
 particulars as to, to be stated in prospectus, 210. 
 to include consideration for a lease, 211. 
 
 Q. 
 
 QUALIFICATION OF DIRECTOR 
 
 to appear on memorandum of association under his hand, 
 
 202. 
 should be obtained at least within two months of appoint- 
 ment, 203. 
 not satisfied by holding share warrants to bearer, 140. 
 to be deemed valid though defect be subsequently dis- 
 covered, 29. 
 QUALIFICATION SHARES, 
 
 contract to take, etc., to be filed with registrar, 203. 
 number of, to be stated in prospectus, 209. 
 
 QUESTION 
 
 of law may be raised by directing issue to be tried, 16. 
 
 of title to have name on register may be decided on appli- 
 cation for rectification, 16. 
 QUORUM 
 
 of directors, provisions of Table A as to, 102. 
 
 of members, provisions in Table A as to, 98. 
 
 R. 
 
 RATE PER CENT. OF COMMISSION 
 
 for underwriting to be authorised by articles of association, 
 
 208. 
 and disclosed in prospectus, 208, 210. 
 not to exceed authorised and disclosed rate, 208. 
 
 RECEIPT FOR DIVIDENDS 
 
 by joint-holders of shares, provisions in Table A as to, 93. 
 
 RECONSTRUCTION OF COMPANY 
 
 by sale of property of company to another company, 65. 
 
 RECTIFICATION OF REGISTER 
 
 of members. Court may make order for, 15, 42. 
 due notice of, to be given to Registrar, 16. 
 of mortgages. Court may make order for, 218. 
 
INDEX. 289 
 
 \) REDUCTION OF CAPITAL, 
 
 ^ power to effect, by special resolution with sanction of Court,. 
 
 132. 
 minute showing certain particulars of, to be approved by 
 
 Court, 134. 
 minute and order to be registered 134, 154. 
 company making, to add "and reduced" at end of name^ 
 
 132. 
 but Court may dispense with "and reduced" in 
 
 certain cases, 147. 
 Court may make order for, on terms, 147. 
 creditors may object to, 133. 
 
 when Court may disregard creditors' objections, 147- 
 position of creditor ignorant of, 135. 
 if paid up, need not affect liability on shares, 146. 
 by cancellation of unissued capital, 147. 
 by return of accumulated profits, 154. 
 
 REFERENCE TO ARBITRATION 
 
 of any matter in dispute, company may make, 31. 
 to be governed by provisions of Railway Companies Arbi- 
 tration Act, 1859, 32. 
 
 REFUSAL TO REGISTER AS MEMBER, 
 application to Judge in Chambers on, 16. 
 
 REGISTER OF COMPANIES, 
 
 new name of company to be substituted on, for old one, 6. 
 names of defunct companies may be struck off, 156, 222. 
 company struck off as defunct may be restored to, 157. 
 
 REGISTER OF DIRECTORS AND MANAGERS 
 
 of company to be kept at registered office and sent to 
 
 Registrar, 21. 
 
 REGISTER OF MEMBERS, 
 what to contain, 11. 
 
 subscribers of memorandum of association to be entered 
 
 on, 10. 
 entry of name of person agreeing to be member on, 10. 
 name of transferee of share to be entered on, at request of 
 
 transferor, 139. 
 
 remedy for improper or omitted entry in, by application 
 
 to Judge in Chambers, 16, 42. 
 
 notice of order rectifying, to be given to Registrar, 16. 
 
 bearer of share warrant surrendering warrant entitled to 
 
 be put on, 140. 
 member to whom warrant issued to be struck off, 140. 
 entries to be made in, on issue of warrant, 140. 
 may be closed upon advertising notice in local paper, 14. 
 
 19 
 
290 INDEX. 
 
 REGISTER OF MEMBERS {continued), 
 
 inspection of, to be gratis to members, 14. 
 
 on payment of one shilling to other persons, 14. 
 
 immediate. Judge in Chambers may compel, 14. 
 copy of, to be furnished at rate of sixpence per one 
 
 hundred words, 14. 
 penalty for refusing inspection or copy of, 14. 
 to be prima facie evidence of authorised contents, 16. 
 colonial, certain companies may keep, 158. 
 
 notice of place of keeping to be given to Registrar, 158. 
 
 to be deemed part of company's register, 159. 
 
 to be jyrimd facie evidence of contents, 159. 
 
 regulations as to entries in, 159. 
 
 company may discontinue or regulate keeping of, 159, 
 
 160. 
 
 REGISTER OF MEMORANDA AND ARTICLES OF ASSO- 
 CIATION 
 to be kept, 8. 
 
 REGISTER OF MORTGAGES, 
 
 affecting company's property to be kept, 20, 217. 
 
 to be open to inspection, 20, 218. 
 
 when judge may order inspection of, 20. 
 
 index to, to be kept, 219. 
 
 memorandum of satisfaction may be entered on, 219. 
 
 REGISTERED OFFICE OF COMPANY, 
 every company to have, 18. 
 
 situation or change thereof, to be notified to Registrar, 18. 
 until Registrar notified, provisions of Companies Acts not 
 
 complied with, 18. 
 company's name to appear on outside of, 19. 
 memorandum of association to specify in what part of 
 United Kingdom situate, 3, 4. 
 register of members to be kept at, 14. 
 copy of entries in colonial register to be sent to, 159. 
 what is, for purpose of winding up unregistered company, 
 
 85. 
 REGISTRAR, 
 
 appointment, removal, remunerative, etc., of, 71, 72. 
 documents kept by, to be open to inspection, 72. 
 certified copies of such documents to be supplied by, 72 
 power of, to strike off name of company as defunct, 156, 222. 
 sanction of, required for change of name of company in 
 
 certain cases, 8, 80. 
 to give certificate of incorporation of company, 
 that limited company is limited, 8, 80. 
 of registration of minute, etc., of reduction of capital, 
 
 134, 154. 
 
INDEX. 291 
 
 REGISTRAR {continued), 
 
 notice to be given to, of situation of registered office, 18. 
 of colonial register, 158. 
 of consolidation or conversion of shares, 13. 
 of alteration in memorandum of association, etc., 163. 
 of order for winding up, 38. 
 
 of holding of final general meeting in voluntary wind- 
 ing up, 60. 
 of certain facts, where winding up not concluded 
 
 within one year, 176. 
 of dissolution of company, 46. 
 [See also under REGISTRATION infra.'] 
 
 REGISTRATION, 
 
 compulsory, if association, etc., exceed certain number, 1. 
 in case of certain insurance and other companies, 91. 
 consequences of default to such companies, 91. 
 of memorandum of association, to what extent it binds 
 
 company and members, 5. 
 •of altered memorandum of association, etc., 162. 
 effect of, is incorporation of company, 8, 80. 
 certificate of incorporation to be conclusive as to com- 
 pliance with, 203. 
 of company under name identical with or nearly resem- 
 bling that of existing company, forbidden, 9. 
 of altered name of company, to be made when required, 6. 
 of order of Court confirming reduction of capital, 132, 
 
 134. 
 of minute showing particulars as to reduced capital, 134. 
 notice of, to be published as Court directs, 134. 
 
 and certified by registrar, 134. 
 of memorandum before returning accumulated profits, 154. 
 a new, of company, as limited company, 149. 
 
 not prevented by provisions in charter, etc., of com- 
 pany forbidding, 152. 
 former registration to be closed on, 153. 
 of existing companies, regulations as to, 75, 76, 77. 
 requisitions for obtaining, 77, 78. 
 notice to be given to customers of banking company, 
 
 prior to, 79. 
 effect of, 80, 81, 82, 83. 
 fees payable on, by company with share capital, 8, 107. 
 
 by company without share capital, 8, 108. 
 regulations as to constitution of office, etc., for, 71. 
 
 REGULATIONS OF COMPANY, 
 
 alteration of, by special resolution, 22. 
 
 where formed under Joint Stock Companies Acts, 74. 
 new, valid as though originally in articles of association, 
 
 %2. 
 
292 INDEX. 
 
 RELIEF 
 
 for non-compliance with section 25 of Companies Act» 
 
 1867, 200. 
 for omission to register or accidental misstatement as to 
 
 charge, 218. 
 RELIGION, 
 
 company formed to promote, may only hold two acres 
 
 without licence, 10. 
 may be licensed to omit " limited," 137. 
 
 REMUNERATION 
 
 of auditors, by whom and when to be fixed, 220, 221. 
 
 in case of banking company, 162. 
 of directors, provisions in articles of association as to, to be 
 
 stated in prospectus, 209. 
 
 unless prospectus is published more than one year 
 
 after date of commencing business, 211. 
 
 of liquidators, to be settled by Court in winding up by 
 
 Court, 39. 
 by company, in voluntary winding up, 65. 
 of special manager in liquidation, 167. 
 
 REPEAL, 
 
 sections effecting, 90, 225. 
 saving clauses as to effect of, 90. 
 
 REPORT 
 
 of auditors, as to company's accounts to shareholders, 221. 
 
 to be read at general meeting, 221. 
 
 false statement in, misdemeanor, 223. 
 
 of banking company to members, 151. 
 of directors, to be sent to members seven days before 
 
 statutory meeting, 213. 
 
 what particulars to contain, 213. 
 
 to be certified as to certain particulars by auditors, 
 
 214. 
 
 copy of, to be filed with Registrar, 214. 
 
 matters arising out of, may be discussed without 
 
 previous notice, 214. 
 
 if not filed, shareholder may petition to wind up, 215. 
 
 false statement in, misdemeanor, 223. 
 of expert, when directors, etc., can shelter themselves 
 
 behind, 191. 
 of inspector, into affairs of company, 26. 
 of liquidators, to be made at conclusion of winding up, 59. 
 
 at end of each year until winding up is concluded, 58. 
 of of&cial receiver, preliminary, 169. 
 
 further, 170. 
 
 powers of Court on consideration of, 170. 
 
INDEX. 2^ 
 
 REQUISITION, 
 
 holders of one-tenth of company's issued capital may- 
 make, for holding extraordinary general meeting, 215. 
 must state objects of such meeting, 215. 
 to be signed by requisitionists and left at company's 
 
 office, 215. 
 with respect to alteration of objects of company, 163. 
 
 RE-REGISTRATION 
 
 of company as limited company, 149. 
 not prevented by provisions in charter, etc., of company 
 
 forbidding, 162. 
 former registration to be closed on, 153. 
 
 RESERVE CAPITAL, 
 
 limited company may provide, by special resolution, 150. 
 
 RESOLUTION, 
 
 first auditors may be removed at general meeting by, 221. 
 may be passed at statutory meeting provided due notice 
 thereof has been given, 214. 
 of guarantee, where company limited by guarantee seeks 
 registration under Part VII., 76, 78. 
 requiring company to be wound up, when effective, 54. 
 to wind up company voluntarily, equivalent to an act of 
 
 bankruptcy, 67. 
 special, definition of, 23. 
 
 declaration of chairman as to carrying, conclusive 
 unless poll is demanded, 23. 
 for altering regulations of company, 22. 
 copy thereof to be sent to registrar, 24. 
 to be embodied in articles of association, 24. 
 if no articles of association, to be supplied to members 
 
 for one shilling, 24. 
 for altering objects or constitution of company, 161. 
 for authorising use of foreign official seal, 127. 
 for making liability of directors unlimited, 131. 
 for providing reserve capital, 150. 
 for reconstructing company, 65. 
 
 for reduction of capital, subject to confirmation by 
 
 Court, etc., 132. 
 for return of acculnulated profits to shareholders, 154. 
 
 particulars thereof to be registered, 154. 
 for sanctioning change of name of company, 6. 
 for subdividing capital into smaller shares, 136. 
 for winding up voluntarily, 54. 
 notice of such, to be advertised in Gazette, 55. 
 
294 INDEX. 
 
 EESOLUTION {continued), 
 
 extraordinary, definition of, 54. 
 
 that company cannot continue business, 64. 
 sanction of, required for arrangement with creditors^ 
 
 57, 64. 
 or with debtors or contributories, 65. 
 delegation of powers, etc., to creditors by, 67. 
 to wind up voluntarily, notice of, to be published in 
 
 Gazette, 65. 
 liquidators may call meetings to obtain company's 
 
 sanction by, 58. 
 RESTORATION 
 
 to register of name of company struck off as defunct, 161. 
 
 RESTRICTIONS 
 
 by contract or policy of insurance on member's liability, 
 
 valid, 17. 
 company may guard against forged transfers by reason- 
 able, 195. 
 RETURN OF ACCUMULATED PROFITS, 
 capital may be reduced by, 164. 
 
 RETURNS 
 
 of allotments, to be filed within one month of allotment, 
 
 207. 
 particulars to be given in, 207. 
 false statements in, a misdemeanor, 223. 
 
 RIGHTS 
 
 of company not to be affected by change of name, 6, 9. 
 of contributories, inter se, to be adjusted in winding up, 
 
 46, 56. 
 
 s. 
 
 SALE OF BUSINESS OF COMPANY 
 
 to another company, shares may be taken as considera- 
 tion for, 66. 
 SANCTION 
 
 of Board of Trade to enable companies not for gain to 
 hold over two acres of land, 10. 
 form of licence sanctioning, 122. 
 to dispense with "limited," 137. 
 to alter name, 6. 
 
 to alter letters patent constituting company, 82. 
 of liquidator to transfer of shares during winding up, 65. 
 of Registrar to change of name of company, 9, 
 
 SATISFACTION OF DEBT SECURED BY REGISTERED 
 
 CHARGE, 
 memorandum of, to be entered on register, 219. 
 
INDEX. 295 
 
 SCHEME OF ABEANGEMENT WITH CREDITOKS, 
 power of liquidators to make, 64. 
 when binding in voluntary winding up, 57. 
 right of appeal against, 58. 
 Court may call meeting to decide as to, 145. 
 
 and may sanction if carried by three-fourths majority, 
 
 146. 
 SCIENCE, 
 
 company formed to promote, may only hold two acres 
 
 without licence, 10. 
 form of such license, 122. 
 may be licensed to omit " limited," 137. 
 
 SCOTLAND, 
 
 order made in England to be enforced in, 49. 
 Court may order examination of persons in, 52. 
 
 SEAL, COMMON, 
 
 incorporated company to have, 8, 81. 
 
 company's name to be legibly engraved on, 19. 
 
 company may issue bearer warrants under, 139. 
 
 company may execute deeds under, 142. 
 
 liquidator may use, in winding up, 40. 
 
 seal of company's attorney abroad, when effective as, 26. 
 
 for use abroad, company may prepare official, 126. 
 
 what to appear on face of, 126. 
 
 to be affixed by authorised agent of company, 126. 
 
 agent affixing, to add date of sealing, 127. 
 
 SECRETARY OF COMPANY, 
 
 name, address and description of, to appear in first report, 
 
 214. 
 not to be elected as an auditor, 151, 221. 
 to furnish requisite information to auditors, 221. 
 to produce books, etc., to and answer questions of ex- 
 aminers into company's affairs, 26. 
 liability of, for not filing return of allotments, etc., 207. 
 for non-compliance with requirements as to registra- 
 tion of charges, etc., 219. 
 for wilfully concealing name of creditor entitled to 
 object to reduction of capital, 136. 
 destroying or falsifying company's books, etc., 68. 
 signature of, to annual list and summary, 220. 
 statutory declaration by, as to formation of company, 202. 
 as to compliance with conditions precedent to com- 
 mencing business, etc., 206. 
 verification of statement of company's affairs in winding 
 
 up by, 168. 
 SERIES OF DEBENTURES, 
 
 requirements as to registration of, 217. 
 
V ^ 
 
 296 INDEX. 
 
 SERVICE OF NOTICES, Etc., 
 
 on company may be by post, 27. 
 
 proof of proper addressing, prepaying and posting of 
 notice, etc., to be sufficient proof of, 27^ 
 provisions in Table A as to, 105, 107. 
 
 SET-OFF IN WINDING UP, 
 
 when contributory may avail himself of, 18, 43. 
 when director with unlimited liability may avail himself 
 
 of, 130. 
 
 SHARES, 
 
 allotment of, equal to minimum subscription to be made 
 before company commences business, 206. 
 return of particulars of, to be filed with Registrar, 207. 
 what particulars to appear in return, 207. 
 
 when consideration for, not wholly cash, 207. 
 application for, amount payable on, to be at least 5 per 
 cent, of nominal amount thereof, 206. 
 calls on, amount of, made, received, etc., to appear in 
 
 summary, 12. 
 may be varied in different shares, 138. 
 time of payment of, may be varied in different shares, 
 
 138. 
 power of directors to make, according to Table A, 
 
 93, 94. 
 such power to extend to unpaid capital increased by 
 
 return of profits, 154. 
 when shareholder may compel retention of money to 
 represent future calls, 154. 
 liability to satisfy, to be specialty debt, 32. 
 Court may make, in winding up by or under super- 
 vision of Court, 43, 62, 175. 
 liquidator may make in, voluntary winding up, 56. 
 •^ conversion of into stock, power of company to effect, 5. 
 notice of, to be given to Registrar, 13. 
 effect of, 13. 
 
 provisions in Table A as to, 96. 
 "sdivision of, into shares of larger amount, 5. 
 of smaller amount, 136. 
 forfeiture of, provisions in Table A as to, 95, 96. 
 issue of, particulars to be stated in prospectus as to, 209. 
 where consideration for, differs, difference to be shown 
 in annual summary, 220. 
 new, when limited company has power to make, 5. 
 offer of, simultaneously with debentures, lawful, 206. 
 qualification, contract to take, etc., to be filed with Regis- 
 trar, 203. 
 "^ nupiber of, to be stated in prospectus, 209. 
 registration of, in colonial register, 159. 
 
INDEX. 297 
 
 ;SHARES (continued), 
 
 transfer of, made of, to be regulated by company, 10. 
 regulations as to, in Table A, 94. 
 of deceased member by personal representatives, 11. 
 to be registered at request of transferor, 139. 
 
 or transferee, 15. 
 after commencement of winding up, void, 55, 63. 
 where company registered under Joint Stock Company 
 
 Acts, 75. 
 transmission of, regulations in Table A as to, 94, 95. 
 underwriting, payments for, when lawful, 207. 
 unissued, cancellation of, may be sanctioned by memo- 
 randum of association, 147. 
 SHAREHOLDERS, 
 
 list of, to be accessible at statutory meeting, 214. 
 auditors to report to, on accounts, etc., of company, 221. 
 accumulated profits may be returned to, 154. 
 may require company to retain money actually paid on 
 
 their shares, 155. 
 of company required to be registered to be paid no divi- 
 dends before registration, 92. 
 SHARE WARRANT, 
 
 bearer of, entitled to shares specified therein, 139. 
 and may transfer them by delivery, 139. 
 may be registered as member on giving up warrant, 
 
 140. 
 not to be thereby qualified as director, etc., 140. 
 fraudulent personation of, to be felony, 140. 
 forgery of, to be felony, 141, 142. 
 
 particulars as to, to be stated in annual summary, 141. 
 stamp on, 141. 
 
 SIGNATORIES OF MEMORANDUM OF ASSOCIATION, 
 names, etc., of, to appear in prospectus, 209. 
 
 except when published as advertisement in newspaper, 
 
 212. 
 SIMULTANEOUS OFFER 
 
 of shares and debentures lawful, 206. 
 
 SOCIETY, 
 
 deposit, provident, or benefit, to publish statement in Form 
 D at certain times, 20, 109. 
 SOLICITOR 
 
 to make statutory declaration of compliance with requisi- 
 tions as to registration, 202. 
 liquidator may employ, in winding up by Court, 175. 
 
 SPECIAL RESOLUTION, 
 definition of, 23. 
 
 declaration of chairman as to carrying, conclusive unless 
 
 poll demanded, 23. 
 
298 INDEX. 
 
 SPECIAL RESOLUTION (continued), 
 
 for altering regulations of company, 22. 
 copy thereof to be sent to Registrar, 24. 
 to be embodied in articles of association, 24. 
 if no articles of association, to be supplied to members for 
 
 one shilling, 24. 
 for altering objects or constitution of company, 161. 
 for authorising use of foreign of&cial seal, 127. 
 for making liability of directors unlimited, 131. 
 for providing reserve capital, 150. 
 for reconstructing company, 65. 
 
 for reduction of capital, subject to confirmation by Courts 
 
 etc., 132. 
 for return of accumulated profits to shareholders, 154. 
 
 particulars thereof to be registered, 154. 
 for sanctioning change of name of company, 6. 
 for sub-dividing capital into smaller shares, 136. 
 for winding up voluntarily, 54. 
 
 notice thereof to be advertised in Gazette, 56. 
 
 STAMPS, 
 
 memorandum and articles of association to bear, as though 
 
 deeds, 5, 7. 
 on share warrants to bearer, 141. 
 on transfer of shares on colonial register, 160. 
 fees on filing forms, etc., to be paid by, 226 ?^. 
 
 STATEMENT, 
 
 making false, in return, etc., to be misdemeanor, 228. 
 in Form D, certain companies and societies to make, 20, 
 
 109. 
 as to shares, etc., in share warrants to be registered, 140. 
 in prospectus, liability of directors, etc., for, 190. 
 in winding up of company's affairs, 168. 
 
 continuing for more than one year, of liquidator, 176.. 
 
 STATUTORY DECLARATION 
 
 required of compliance with requisitions as to registration,, 
 
 202. 
 with conditions precedent to commencing business, 
 
 etc., 206. 
 STATUTORY MEETING, 
 what is, 213. 
 
 to be held between one and three months after company 
 entitled to commence business, 214. 
 list of shareholders to be open to inspection at, 214. 
 discussion of matters as to formation of company to be- 
 
 allowed at, 214. 
 may be adjourned as required, 214. 
 
 if not duly held, shareholder may petition Court to wind 
 
 up company, 215.. 
 
>'■ 
 
 INDEX. 299^ 
 
 STAY OF PROCEEDINGS, 
 
 Court may order after petition to wind up granted, 37, 88. 
 creditor or contributory may apply for, in winding up, 38. 
 order for winding up by or under supervision of Court, to- 
 
 operate as, 37, 62. 
 STOCK, 
 
 conversion of shares of limited company into, 6. 
 provisions in Table A as to, 96. 
 notice of conversion to be given to Registrar, 13. 
 effect of conversion, 13. 
 reconversion of, into shares, 224. 
 
 particulars as to, required from company registering 
 
 under Part VII., 79. 
 warrants for, may be issued to bearer, 139. 
 included in warrants, dividends on, may be paid by coupon^ 
 
 or otherwise, 139. 
 bearer of warrant entitled to, 139. 
 transferable by delivery, 139. 
 statement as to, to be registered, 140. 
 
 SUB-DIVISION OF SHARES 
 
 into shares of smaller amount, 136. 
 
 statement as to, in subsequent memorandum of association 
 to be altered accordingly, 137. 
 
 SUBSCRIBER OF MEMORANDUM OF ASSOCIATION 
 
 to take at least one share in company limited by shares, 3. 
 must append to his name number of shares taken, 3. 
 agrees to become member of company by subscrilaing, 10. 
 how to execute memorandum of association, 5. 
 
 SUBSCRIPTION, 
 
 commission for procuring, when lawful, 207. 
 minimum, definition of, 204. 
 
 subscription of amount of, condition precedent to- 
 
 allotment, 204.. 
 to be fixed and named exclusively of payments other than 
 
 cash, 204. 
 allotment of fully-paid shares equal to, may entitle com- 
 pany to commence business, etc., 206. 
 simultaneous offer of shares and debentures for, lawful, 206.. 
 
 SUCCESSION, 
 
 company to have perpetual, when registered, 8. 
 
 SUMMARY IN ANNUAL LIST, 
 what to contain, 12, 220. 
 
 particulars as to share warrants, to be contained in, 141.. 
 to be signed by manager or secretary of company, 220. 
 copy of, to be forwarded to Registrar on completion, 12. 
 
300 INDEX. 
 
 SUPERVISION OF COURT, 
 
 winding up under, 60, 61, 62. 
 
 SURPLUS, 
 
 distribution of, after adjustment of rights of contributories, 
 
 46. 
 funds, investment of, in winding up, 177. 
 
 SURRENDER OF SHARE WARRANT 
 
 may be necessary before holder can be registered as 
 
 member, 140. 
 date of, to be entered on register, 140. 
 
 SUSPENSION OF BUSINESS 
 
 for one year, ground for winding up company, 34. 
 renders company liable to be treated as defunct, 156. 
 
 T. 
 
 TABLE A, 
 
 contents of, 
 
 accounts, keeping and inspection of, 103, 104. 
 
 to be accessible to auditors, 105. 
 auditors, appointment, etc., and duties of, 104, 105. 
 balance sheet, 104, 106. 
 calls on shares, 93, 94. 
 capital, increase of, 96, 97. 
 certificate, right to, and to renewal of, 93. 
 chairman, who to act as, 98, 102. 
 
 powers of adjourning meeting, 99. 
 
 declarations and entries by, 99. 
 
 powers of, as to voting and poll, 102. 
 closing of transfer books, 94. 
 committee of directors, 102, 103. 
 conversion of shares into stock, 96. 
 directors, appointment and remuneration of, 100. 
 
 powers of, 100, 101. 
 
 disqualification of, 101. 
 
 rotation of, 101, 102. 
 
 proceedings of, 102, 103. 
 dividends, payment, etc., of, 103. 
 •election of auditors, 104, 105. 
 
 of directors, 100, 101, 102. 
 general meeting, ordinary, time and place of, 97. 
 
 extraordinary, time and convention of, 97, 98. 
 
 proceedings at, 98, 99. 
 members, transmission of shares of, 94, 95. 
 
 votes of, 99, 100. 
 notices, how to be given and served, 105, 107. 
 proxy, regulations as to voting by, 99, 100. 
 
INDEX. 301 
 
 TABLE A (continued), 
 
 contents of (continued), 
 
 quorum, rules for ascertaining, 98. 
 shares, calls on, 93, 94. 
 
 conversion of, into stock, 96. 
 forfeiture of, 95, 96. 
 transfer of, 94. 
 transmission of, 94, 95. 
 statement of accounts, 104. 
 stock, conversion of shares into, 96. 
 votes of members, regulations as to, 99, 100. 
 voting by proxy, regulations as to, 99, 100. 
 provisions of, may be adopted in articles of association, 6. 
 apply only so far as not affected by articles of 
 
 association, 7.. 
 may be altered by special resolution of company, 22. 
 may be altered generally by Board of Trade, 31. 
 as to meetings, apply where company has no regula- 
 tions, 24. 
 not to apply to companies formed and registered 
 under Joint Stock Companies Acts, 74. 
 or to companies not formed under Companies 
 Acts unless specially adopted, 82. 
 TABLE B, 
 
 contents of, 107. 
 
 fees in, payable to Registrar, where capital is divided into 
 
 shares, 8. 
 amount of, not to be increased by Board of Trade, 31. 
 
 TABLE C, 
 
 contents of, 108. 
 
 fees in, payable to Registrar, where capital is not divided 
 
 into shares, 8. 
 amount of, not to be increased by Board of Trade, 31.. 
 
 TITLE TO SHARES OR STOCK, 
 certificate to be evidence of, 14. 
 
 (where consideration for allotment not wholly cash) written 
 contract constituting, to be filed, 207. 
 TRANSFER, 
 
 forged, company may pay compensation for loss owing to, v^ 
 
 194. 
 company may make reasonable rules to guard against, 
 
 194. 
 
 company compensating for, to stand in place of 
 
 person compensated, 195. 
 
 of all effects of company to trustees for benefit of creditors, 
 
 void, 68. 
 of business of company to another company, shares may 
 
 be consideration for, 65. 
 
302 INDEX. 
 
 TRANSFER (continued), 
 
 of proceedings in winding up to another Court, 165. 
 of shares, mode of, to be regulated by company, 10. 
 regulations in Table A as to, 94. 
 of deceased member by personal representatives, 11. 
 to be registered at request of transferor, 139. 
 
 or transferee, 15. 
 after commencement of winding up, void, 55, 63. 
 where company registered under Joint Stock Com- 
 panies Acts, 75. 
 TRANSMISSION OF SHARES, 
 
 regulations in Table A as to, 94, 95. 
 
 TRUSTS, 
 
 notice of, not to be entered on register, 13. 
 
 u. 
 
 UNCALLED CAPITAL OF COMPANY, 
 charge on, to be registered, 216. 
 may be created as reserve capital, 150. 
 
 UNDERTAKING TO CONTRIBUTE 
 
 by members of company limited by guarantee, 5. 
 
 UNDERWRITING SHARES, 
 when lawful, 207. 
 when unlawful, 208. 
 amount paid for to be stated in prospectus, 208, 210. 
 
 UNDIVIDED PROFITS, 
 
 when, may be returned in reduction of paid-up capital, 154. 
 
 UNISSUED CAPITAL 
 
 may be cancelled so as to reduce capital, 147. 
 
 UNLIMITED COMPANY, 
 
 what is, 4. 
 
 what memorandum of association of, must contain, 4. 
 
 must have articles of association, 6. 
 
 form of memorandum and articles of association, 118. 
 
 UNLIMITED COMPANY 
 
 may re-register as limited company, 149. 
 
 re-registration not to affect prior liabilities, etc., of, 150. 
 
 on re-registration may increase nominal or provide reserve 
 
 capital, 150. 
 UNLIMITED LIABILITY 
 
 of directors in limited company, 129, 130, 131. 
 
 of limited banking company in respect of notes issued, 150. 
 
 of members, 4. 
 
 UNQUALIFIED PERSON 
 
 acting as director, penalty on, 204. 
 
INDEX. 303 
 
 V. 
 
 VACANCY 
 
 among auditors, provisions as to filling up, 221. 
 
 in banking company, 151. 
 among liquidators, provisions as to filling up, 57, 59. 
 
 VALIDITY 
 
 of acts, appointments, etc., of directors, etc., though irregu- 
 larity be subsequently discovered, 29. 
 provisions in Table A as to, 103. 
 
 VARIANCE 
 
 of contract referred to in prospectus, restrictions on, 213, 
 
 214. 
 
 VENDORS OF PROPERTY PURCHASED, Etc., BY COM- 
 PANY, 
 definition of, 211. 
 names, etc., of, to appear in prospectus, 210. 
 
 VENDORS' SHARES, 
 
 amount of, to be stated in prospectus, 210. 
 
 VOTING, 
 
 company may make regulations as to, 23. 
 in default of regulations as to, each member has one vote, 
 
 24. 
 may be by proxy, if regulations of company permit, 23. 
 regulations as to, in Table A, 99, 100. 
 
 VOUCHERS OF COMPANY, 
 
 auditors to have right of access to, 221. 
 
 w. 
 
 WAIVER OF REQUIREMENTS 
 
 as to allotment, condition requiring, to be void, 215. 
 as to prospectus, condition requiring, to be void, 212. 
 
 WARRANT FOR SHARES, 
 
 bearer of, entitled to shares specified therein, 139. 
 
 and may transfer them by delivery, 139. 
 
 may be registered as member on giving up warrant, 
 
 140. 
 
 not to be thereby qualified as director, etc., 140. 
 
 fraudulent personation of, to be felony, 141. 
 forgery of, to be felony, 141, 142. 
 
 particulars as to, to be stated in annual summary, 141. 
 stamp on, 141. 
 
304 INDEX. 
 
 WINDING UP OF COMPANY, 
 
 liability of past members to contribute to, 17. 
 
 of directors, where liability is unlimited, 130. 
 Courts having jurisdiction in, 164. 
 conduct of business of, in High Court, 165. 
 transfer of proceedings in, from one Court to another, 165.. 
 by Court, in what circumstances, 34, 
 
 application for, who may make, 36. 
 
 commencement of, to be presentation of petition, 37. 
 
 statement of company's affairs within fourteen days 
 
 of order for, 168, 169. 
 
 report on, of official receiver, 169. 
 
 proceedings consequent on such report, 170. 
 
 wishes of creditors and contributories to be considered 
 
 in, 38, 61. 
 
 liquidators to be appointed for conduct of, 39, 166. 
 
 powers of liquidators in, 40, 41, 180, 181. 
 
 ordinary powers of Court in, 42 — 46. 
 
 extraordinary powers of Court in, 47, 48. 
 
 costs of, 17, 43, 46. 
 
 appeals from order made by Court in, 50. 
 voluntary, in what circumstances, 54. 
 
 effect of, on status of company, 55. 
 
 consequences of, 55, 56. 
 
 commencement of, to be passing of resolution for, 54. 
 
 notice of resolution for, to be advertised, 55. 
 
 liquidators to be appointed for, 55. 
 
 power to apply to Court for directions in, 58, 222. 
 
 creditor or official receiver may have winding up by 
 Court substituted for, 60, 176. 
 
 proceedings in, may be adopted by Court, 60. 
 
 Court may order continuance of, subject to its super- 
 vision, 60. 
 under supervision of Court, 60, 61, 62. 
 power to make compromises with creditors in, 64, 145. 
 
 with members in, 145, 222. 
 
 with debtors or contributories in, 65. 
 claims of all kinds may be proved against company in, 64. 
 prosecution of delinquent directors, etc., in, 69. 
 when registered but not formed under Companies Acts, 82, 
 
 83, 84. 
 when unregistered, provisions as to, 85 — 89. 
 
 WISHES OF CREDITORS AND CONTRIBUTORIES 
 to be regarded by Court in winding up, 38, 61. 
 
 WITNESS, 
 
 Court in winding up may summon persons before it as, 46. 
 County Court judges may examine in winding up, 52. 
 
 ■ OF THE ^ 
 
 UNtVE4^SiTY 
 
APRIL, 1901, 
 
 CATALOGUE 
 
 OF 
 
 £egat Ccmmercmt 
 
 an6 otfter "BDor^s 
 
 PUBLISHED AND SOLD BY 
 
 EFFINGHAM WILSON, 
 
 11 ROYAL EXCHANGE, LONDON. 
 
 TO WHICH IS ADDED A LIST OF 
 
 TELEGRAPH CODES. 
 
 EFFINGHAM WILSON undertakes the printing 
 nd publishing of Pamphlets and Books of every 
 ascription upon Commission. Estimates given, and 
 onditions of Publication may be had on application. 
 
INDEX. 
 
 Arbitrage— page 
 
 Haupt, O. (Arbitrages et Parit^s) 17 
 Willdey's American Stocks . 26 
 
 Arbitration — 
 
 London Chamber of. . -24 
 Lynch, H. Foulks . . .20 
 
 Banking — 
 
 Banking. History of . . .10 
 Banks and their Customers . 11 
 Banks, Bankers and Banking . 22 
 Bibliography (Bank of England) 25 
 Easton's Banks and Banking . 15 
 Easton's Work of a Bank . .15 
 English and Foreign (Attfield) . 10 
 Examination Questions, Arith- 
 metic and Algebra . . 21 
 1 lalf-yearly Balance Sheets . 11 
 Howarth's Clearing Houses , 18 
 
 Hutchison, J 18 
 
 Journal Institute of Bankers . 19 
 Legal Dfcdsions affecting Bankers 5 
 Questions on Banking Practice . 23 
 Scottish Banking . . , 19 
 Smith's Banker and Customer . 24 
 Token Money of the Bank of 
 England .... 4 
 
 Bankruptcy — 
 
 McEwen (Accounts) . . .20 
 Stewart (Law of) . . .7 
 
 Bills of Exchange — 
 
 Kolkenbeck (Stamp Duties on) . 19 
 Loyd's Lectures . . .20 
 Smith (Law of Bills, etc.) . . 7 
 
 Bimetallism — 
 
 List of Works . . . 27,28 
 
 Book-keeping — 
 
 C'ariss 13 
 
 Carr (Investors) . . .11 
 
 Drapers' Accounts . . .15 
 Harlow's Examination Questions 17 
 Holah's Double Entry . . 10 
 
 Jackson 18 
 
 Richardson's Weekly Newspapers 23 
 
 Sawyer 24 
 
 Seebohm's (Theory) . . .10 
 Sheffield (Solicitors) . . .24 
 Van de Linde . . . '25 
 Warner (Stock Exchange) . 26 
 
 Clerks — 
 
 Commercial Handbook . . lo 
 Companion to ' ' Solicitor's Clerk " 19 
 
 Clerks [continued) — 
 
 Corn Trade 
 
 Counting-house Guide 
 
 Kennedy (Stockbrokers) . 
 
 Mercantile Practice (Johnson) 
 
 Merchant's 
 
 School to Office 
 
 Solicitor's . . . 
 
 Correspondence (Commercial)- 
 
 Beaure 11 
 
 Martin (Stockbrokers) . . 8 
 
 Coumbe 13 
 
 Counting-house — 
 
 Crowley 10 
 
 Pearce .... 
 
 Tate 
 
 County Court — 
 
 Jones .... 
 
 Currency and Finance — 
 
 Aldenham (Lord) 
 
 Barclay (Robert) 
 
 Clare's Money Market Primer 
 
 Cobb .... 
 
 Cuthbertson 
 
 Del Mar's History 
 
 Del Mar's Science of Money 
 
 Ellis 
 
 Gibbs, Hon. H. , Bimetallic Primer 16 
 
 Haupt 17 
 
 Indian Coinage and Currency , 23 
 
 Poor (H. V.) The Money Ques- 
 tion 23 
 
 Dictionaries — 
 
 M61iot's French and English . 21 
 Directors — 
 
 Haycraft (Liabilities and Duties) 9 
 Exchanges — 
 
 Brazilian Exchanges . 
 
 Clare .... 
 
 Goschen .... 
 
 Norman's Universal Cambist 
 
 Tate's Modern Cambist . 
 Exchange Tables — 
 
 American Exchange Rates 
 
 Dollar (Eastern) 
 
 Garratt (South American) . 
 
 Lecoffre (French) 
 
 (Austria and Holland) 
 
 Merces (Indian) 
 
 Schultz (American) . 
 
 Schultz (German) 
 
 PAGE 
 
 • 23 
 
 • 25 
 
 8 
 . 18 
 
 • 9 
 
 • 9 
 ■ 19 
 
 25 
 
Effingham Wilson, 11 Royal Exchange, London. 3 
 
 Insurance — page 
 
 Bourne's Publications . .12 
 
 Short-Term Table . 
 
 Marine Insurance 
 Interest Tables — 
 
 Bosanquet . . 
 
 Crosbie and Law (Product) 
 
 Cummins {2% °/J) . 
 
 Gilbert's Interest and Contango 
 
 Gumersall . 
 
 Ham (Panton) Universal 
 
 Indian Interest (Merces) 
 
 Lewis (Time Tables) . 
 
 Rutter 
 
 Schultz 
 
 Wilhelm (Compound) 
 Investors (see also Stock Exchange 
 Manuals) — 
 
 Birk's Investment Ledger . 
 
 Investment Profit Tables . 
 
 Houses and Land 
 
 How to Invest Money 
 Joint-Stock Companies — 
 
 Chart for Ready Reference 
 
 Company Frauds Abolition 
 
 Company Promoters (Law of) 
 
 Companies Acts, 1862-1900 
 
 Cummins' Formation of Accounts 
 
 Emery's Handbook of Company 
 
 Law 
 . Haycraft (Directors) . 
 
 Pulbrook's Responsibilities of 
 Directors 
 
 Simonson's Companies Act, 1900 
 
 Simonsons Debentures and De 
 benture Stock (Law of) . 
 
 Smith .... 
 
 Law (Various Subjects) 
 
 Charter Parties , 
 
 Copyright Law , 
 
 District and Parish Councils 
 (Lithiby) 
 
 Factors (Law relating to) 
 
 First Elements of Legal Pro 
 cedure . 
 
 Food and Drugs 
 
 General Average 
 
 High Court Practice 
 
 Licensing Acts . 
 
 Maritime Law . 
 
 Patent Law and Practice (Emery) 
 
 Property Law (Maude) 
 
 Railway Law ... 
 
 Solicitors' Forms (Charles Jones 
 
 Thames River Law . 
 
 Workmen's Compensation 
 Legal and Useful Handy Books— 
 
 List of ... . 
 
 5 
 
 5 
 
 23 
 
 19 
 
 6 
 
 15 
 21 
 
 5 
 19 
 
 5 
 24 
 
 7-10 
 
 Maps — page 
 
 British Columbia ... 7 
 (iold Coast .... 6 
 Hauraki Goldfields ... 6 
 Kalgoorlie .... 6 
 
 Tasmania, West Coast of. . 6 
 Witwatersrand Goldfields . . 6 
 Maritime Codes — 
 
 Germany 5 
 
 Holland and Belgium . . 23 
 
 Italy 23 
 
 Spain and Portugal . . -23 
 Mining- 
 Accounts of G. M. Cos. . . 14 
 Beeman's Australian Mining 
 
 Manual 11 
 
 British Columbia Mining Laws 12 
 Charlton's Information for Gold 
 
 Mining Investors . . -13 
 Gabbott'sHowto Invest in Mines 15 
 Goldmann (South African Mining) 16 
 Milford's Dictionary of Mining 
 
 Terms . . . . .22 
 Mount Lyell Mining Manual . 24 
 Paull's Columbia and Klondyke 
 
 Manual ..... 
 Tin-Mining in Spain . 
 Wallach's West African Manual 
 Miscellaneous — 
 
 Arithmetic and Algebra . 
 Australia in 1897 
 Author's Guide .... 
 On Compound Interest and An- 
 nuities 24 
 
 Cotton Trade of Great Britain . 
 Gresham, Sir Thomas (Life of) . 
 Ham's Customs Year Book 
 Ham's Inland Revenue Year Book 
 His Lordship's Whim 
 Kew Gardens (Illustrations) 
 Lawyers and their Clients . 
 Macfee, K. N. , Imperial Customs 
 
 Union 
 
 Men of Note in Finance . 
 Merchandise by Rail (Registered 
 
 System) ..... 17 
 Public Man . . . .26 
 Public Meetings . . .26 
 
 Red Palmer . . . -25 
 Schedule D of Income Tax . 10. 
 Veld and "Street" . . • 17 
 World's Statistics . . .11 
 Money Market {see Currency and 
 
 Finance). 
 
 Pamphlets 27 
 
 Prices — 
 
 EUis (Market Fluctuations) . 15 
 Mathieson (Stocks) . . . 21 
 
Effingham Wilson, 
 
 PAGE 
 
 Railways — 
 
 American and British Investors . 26 
 Dunsford (Dividends and Prices) 15 
 Home Rails as Investments . 25 
 Mathieson's Traffics . . .21 
 Poor's Manual (American) . 23 
 
 Railroad Report (Anatomy of a) 27 
 Railways in India . . .22 
 
 Ready Reckoners(j^^also Exchange 
 Tables, Interest, etc.) — 
 Buyers and Sellers' (Ferguson) . 9 
 Commission and Brokerage . 22 
 Henselin's (Multiplication) . 17 
 Ingram (Yards) . . . .18 
 Kilogramme Tables . . -25 
 Redeemable Stocks (Mathieson) 21 
 Merces (Indian) . . .22 
 
 Robinson (Share) . . -23 
 Silver Tables (Bar Silver) . . 16 
 
 Sinking Fund and Annuity Tables— 
 
 Booth and Grai iger (Diagram) . 12 
 
 Hughes 18 
 
 Speculation {see Investors and 
 Stock Exchange). 
 
 Stock Exchange Manuals, etc. — 
 
 Contango Tables . . .16 
 Cordingley's Guides ... 5 
 Fenn on the Funds, English and 
 
 Foreign 15 
 
 Higgins, Leonard, The Put-and- 
 
 Call 18 
 
 How to Read the Money Article 4 
 
 PAGE 
 
 Stock Exchange Manuals,etc.^(77z^. ) — 
 
 Investor's Ledger 
 
 Investors' Tables, Permanent or 
 
 Redeemable Stocks 
 Laws and Customs (Melsheimer) 
 Laws, English and Foreign 
 
 Funds (Royle) 
 Options (Castelli) 
 
 18 
 
 Poor's American Railroad Manual 23 
 Rapid Share Calculator . . 14 
 Redeemable Stocks (a Diagram) 12 
 Registration of Transfers . . 15 
 Robinson (Share Tables) . . 23 
 Rules and Usages (Stutfield) , 25 
 Stock Exchange Official Intelli- 
 gence 25 
 
 Willdey's American Stocks . 26 
 Tables {see Exchange Tables, Inter- 
 est Tables, Ready Reckoners, 
 and Sinking Fund and Annuity 
 Tables, etc.). 
 Telegraph Codes — 
 
 Ager's (list of) . . . 29, 30 
 
 Miscellaneous (list of) 
 The Premier Code . 
 
 30, 31 
 . 32 
 
 Trustees — 
 
 Investment of Trust Funds 
 Judicial Trustees Act, 1896 
 Marrack's Statutory Trust In 
 
 vestments 
 Trustees, their Duties, etc. 
 Wilson's Legal and Useful Handy 
 
 Books List . . . . 
 
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 Interest per annum on Ordinary and Endowment Policies. By 
 Y T. G. Rose. Price 6^. 
 
 The Currency of China. 
 
 (A Short Enquiry). By James K. Morrison. Price I5. 
 
 Pamphlets, etc., on Bimetallism. 
 BULL'S CURRENCY PROBLEM AND ITS SOLU- 
 TION. Cloth, 25. 6^/. 
 
28 Effingham Wilson, 
 
 DICK'S INTERNATIONAL BULLION MONEY. Price 6^. 
 
 DOUGLAS (J. M.) GOLD AND SILVER MONEY: A 
 Vital British Home Question, with Tables of Average Prices of 
 Commodities and Silver from 1846 till 1892. Price 6d. 
 
 ELLISEN'S ERRORS AND FALLACIES OF BI- 
 METALLISxM. Price 6d. 
 
 MONEY, WHAT IS IT? AND WHAT IS ITS USE? 
 
 Price Is. 
 
 GEORGE'S THE SILVER AND INDIAN CURRENCY 
 
 QUESTIONS. Price Is. 3d. 
 
 LEAVER'S MONEY: its Origin, its Internal and Inter- 
 national Rise and Development. Price I5. 
 
 MANISTY'S CURRENCY FOR THE CROWD; or, 
 
 Great Britain Herself Again. Price I5. 
 
 MEYSEY-THOMPSON'S (Sir Henry M., Bart, M.P.) 
 PRIZE ESSAY. Injury to British Trade and Manufactures. 
 By Geo. Jamieson, Esq. Price ^d. 
 
 MILLER'S DISTRIBUTION OF WEALTH BY MONEY. 
 
 Price I5. 
 
 MONOMETALLISM UNMASKED; OR THE GOLD 
 MANIA OF THE NINETEENTH CENTURY. By A Senior 
 Optime. 6d. 
 
 NORMAN'S PRICES AND MONETARY AND CUR- 
 RENCY EXCHANGES OF THE WORLD. Price 6d. 
 NORMAN'S SCIENCE OF MONEY. Price I5. 
 
 SCHMIDT'S SILVER QUESTION IN ITS SOCIAL 
 ASPECT, An Enquiry into the Existing Depression of Trade 
 and the present position of the Bimetallic Controversy. By 
 Hermann Schmidt, Price 3s. 
 
 SCHMIDT'S INDIAN CURRENCY DANGER. A 
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 Price Is. 6d. 
 
 SEYD'S SILVER QUESTION IN 1893. A Simple Ex- 
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 SEYD'S BIMETALLISM IN 1886; AND THE FURTHER 
 FALL IN SILVER. By Ernest J. F. Seyd. Price Is. 
 
 SMITH'S BIMETALLIC QUESTION. By Sam. Smith, 
 Esq., M.P. Price 25. 6d. 
 
 SOWERBY'S THE INDIAN RUPEE QUESTION AND 
 
 HOW TO SOLVE IT. Price 6d. 
 THE GOLD STANDARD. A Selection of Papers issued 
 
 by the Gold Standard Defence Association in 1895-1898 in Oppo- 
 
 sition to Bimetallism. Price 25. 6d. 
 
11 Royal Exchange, London. 29 
 
 THE GOLD BUG AND THE WORKING MAN. Price 
 
 ed. 
 TWIGG'S PLAIN STATEMENT OF THE CURRENCY 
 
 QUESTION, with Reasons why we should restore the Old English 
 
 Law of Bimetallism. Price 6d. 
 ZORN'S THEORY OF BIMETALLISM. Price 3d. 
 
 ACER'S TELEGRAM CODES. 
 
 THE AYZ TELEGRAM CODE. 
 
 Consisting of nearly 30,000 Sentences and Prices, etc., with a liberal 
 supply of spare words, for the use of Bankers, Brokers, 
 Manufacturers, Merchants, Shippers, etc. The Code words 
 carefully compiled from the " Official Vocabulary ". The Active 
 Stocks quoted on the Stock Exchange, London, with a list of 
 American Bonds having Code words to them, makes this a 
 useful Code for Stockbrokers. Price 16s. net. 
 " It forms a handy volume, compiled with evident care and judgment, and clearly 
 
 and correctly printed." — Daily Chronicle. 
 
 " All the sentences in each par. are alphabetically arranged, so that it should not be 
 
 difficult to code a telegram expeditiously and to interpret a code message upon receipt 
 
 should even be easier." — Daily Telegraph. 
 
 THE SIMPLEX STANDARD TELEGRAM 
 CODE. 
 
 Consisting of 205,500 Code Words. Carefully compiled in accordance 
 with latest Convention rules. Arranged in completed hundreds. 
 Printed on hand-made paper ; strongly bound. Price £5 55. 
 
 THE DUPLEX COMBINATION STANDARD 
 CODE. 
 
 Consisting of 150,000 Words. 
 With a Double Set of Figures for every Word, thus affording oppor- 
 tunity for each Figure System of Telegraphing to be used. 
 Every word has been compiled to avoid both literal and 
 telegraphic similarities. Price £4 4s. 
 
 The Extension Duplex Code of about 45,000 more 
 
 Words. 
 
 These are published with the view to being either used in connection 
 with the "Duplex," or for special arrangement with the 
 Figure System for Private Codes by agreement. Price £1 Is. 
 
 THE COMPLETE DUPLEX CODE, 
 
 Of 195,000 Words in Alphabetical and Double Numerical Order, i e., 
 the above two Codes bound together. Price £5 55. 
 
30 Effingham Wilson, 
 
 Ager's Standard Telegram Code of 100,000 Words. 
 
 Compiled from the Languages sanctioned at the Berlin Tele- 
 graph Convention. Price £3 3s, 
 
 Ager's Standard Supplementary Code for General 
 Merchants. 
 
 The 10,250 Words with sentences. In connection with the 
 "Standard". Price 2l5. 
 
 Ager's Telegram Code. 56,000 good Telegraphic Words, 45,000 
 of which do not exceed eight letters. Compiled from the 
 languages sanctioned bv the Telegraph Convention, Third 
 Edition, Price £2 2s, 
 
 Ager's Alphabetical Telegram Code. The Code Words in 
 
 sequence to the 150,000 Words in the Duplex Standard Code. 
 Price 25s, Two or more copies, 21s, each. 
 N. B, — Can also be obtamed bound up with the Duplex or Prefix Code, 
 
 Ager's Telegraphic Primer. With Appendix. Consisting 
 
 of about 19,000 good English and 12,000 good Dutch Telegraphic 
 Words. 12,000 of these have sentences. Price 12s. 6^/. 
 
 Ager's General and Social Code, For Travellers, Brokers, 
 Bankers and Mercantile Agents, Price 10s. 6d. 
 
 TELEGRAPH CODES. 
 
 Anglo-American Cable Code. Price 2U. 
 
 Bishop's Travellers' Telegraph Code. Specially for the 
 
 use of Tourists, Compact and bound conveniently for the 
 pocket. Weight only 2 oz. Price Is, 
 
 Broomhall's Comprehensive Cipher Code. 
 
 Mining, Banking, Arbitrage, Mercantile, etc. Arranged for 
 nearly 170,000 Phrases, Price £3 13s, 6^,, cloth. Limp leather, 
 price £4 4s, 
 
 Clauson-Thue's ABC Universal Commercial Electric 
 Telegraphic Code, 
 
 Adapted for the Use of Financiers, Merchants, Shipowners, 
 Brokers, Agents, etc. Fourth Edition. Price 15s. net. 
 
 Clauson-Thue's A 1 Universal Electric Telegraph Code, 
 
 For the Use of Financiers, Merchants, Shipowners, Underwriters, 
 Engineers, Brokers, Agents, etc. Price 25s. net. 
 
 Figure Code for Stocks and Shares. 
 
 To be used with the " Official Vocabulary," or any similar 
 list of numbered Words. Price 42s 
 
11 Royal Exchange, London. 31 
 
 Hawke's Premier Cypher Telegraphic Code. 
 
 Price 10s, 6d. See back page of this Catalogue. 
 
 McNeill's Mining and General Telegraph Code. 
 
 Arranged to meet the requirements of Mining, Metallurgical and 
 Civil Engineers, Directors of Mining and Smelting Companies, 
 Bankers, Brokers, Solicitors and others. Price 21s. net. 
 
 Moreing and McCutcheon's General Commercial and 
 Mining Telegram Code. 
 
 Comprising 274,000 Words and Phrases. Price £5 5s. net. 
 
 Moreing and Neal's General and Mining Code. 
 
 For the Use of Mining Companies, Mining Engineers, Stock- 
 brokers, Financial Agents, and Trust and Finance Companies. 
 Price 21s. 
 
 Official Vocabulary in Terminational Order. 
 
 Price 40s. net. 
 
 One-word "Firm Offer" Telegraphic Code with One- 
 word " 5 Offers " Reply Code. Price 7s. 6^. 
 Scott's Shipowners' Telegraphic Code. 
 
 New Edition. 1896. Price 21s. 
 
 Stockbrokers' Telegraph Code. Price 5s. net. 
 Watkins' Ship-broker's Telegraph Code. 
 
 Price £4 net. Two copies, £7 net. 
 
 Whitelaw's Telegraph Cyphers. 338,200 in all. 
 
 400,000 Cyphers in one continuous alphabetical order. Price 
 
 £12 10s. 
 202,600 words, French, Spanish, Portuguese, Italian 
 
 and Latin. Price .... 150s. each net. 
 
 53,000 English words 50s. „ 
 
 42,600 German „ 50s. „ „ 
 
 40,000 Dutch „ 50s. „ 
 
 338,200 
 
 68,400 Latin, etc., etc. (Original Edition), in- 
 cluded in the above 202,600 . . . 60s. „ 
 
 25,000 English (Original Edition), included 
 
 in the above 53,000 40s. „ 
 
 22,500 ot the English words arranged 25 to • 
 the page, with the full width of the 
 quarto page for filling in phrases. . 60s. ,, ,, 
 
 14,400 of the Latin words arranged so as to 
 represent any 3-letter group, or any 
 three 2-figure groups up to 24 . . 15s. ,, ,, 
 
 Willink's Public Companies' Telegraph Code. 
 
 Price 12s. 6^^. net. 
 
Medium 4to, 500 pp. Cloth, price lOs. 6d. net. 
 THE 
 
 PREMIER 
 
 CYPHER TELEGRAPHIC 
 
 CODE 
 
 Containing close upon 120,000 Words and Phrases. 
 
 THE MOST COMPLETE AND MOST USEFUL GENERAL CODE 
 YET PUBLISHED. 
 
 COMPILED BY 
 
 WILLIAM H. HAWKE 
 
 c 
 
 SOME OPINIONS OF THE PRESS. 
 
 " It is calculated to save expense by making one word do the duty of two to five 
 words as compared with other codes, without trouble or loss of time. This result has 
 been obtained by introducing novel and simple methods of tabulation. The scope of the 
 code is a very wide one, and makes it suitable to the traveller as well as to the com- 
 mercial man." — Telefi^n-aph. 
 
 " Is distinguished among books of its kind by the unusual width of its range. For 
 the rest it is a careful work, which keeps constantly in view the practical needs of men 
 of business." — Scotsman. 
 
 " The Code is certainly a marvel of comprehensiveness, and at least the translation 
 of messages would appear to be easy, owing to the system of initial words and cross 
 references embodied m it, and the conspicuous headings." — Manchester Gttuuiian. 
 
 ■■ An extremely valuable cypher telegraphic code. The saving of expense is, ol 
 course, the primary object of a code; but another consideration with Mr. Hawke has 
 been to arrange a code so that what is required to be transmitted can be sent with the 
 least possible trouble and waste of time." — Financial Neivs. 
 
 " This compilation is excellent in choice of messages and simplicity of arrangement. 
 Those who have had to deal with other codes will appreciate this point. Particularly 
 admirable are the joint tables for market reports, which can give quotations and tone in 
 one word. What with careful indexing to the matter and ingenious simplicity this 
 code is certainly one of the best we have yet seen." — Shipping Telegraph, Li\ erpool. 
 
 " Undoubtedly the finest code that has yet been published, despite the fact that it 
 also ranks among the cheapest."— /oj<;«f!/ of Finance. 
 
 "An VoUstMndigkeit diirfte es von anderen Werke. gleicher Art kaum iibertroffen 
 warden." — F rankfiirter Zeittmg 
 
 " The systems of tabulation are simple, and the general appearance of the volume 
 seems to confirm the claim that this is by far the most complete code ever issued." — 
 Tribune, Chicago. 
 
 " Mr. Hawke's long experience as an expert in telegraphic code systems is a full 
 guarantee of the excellence of the ' Premier Code'." — Liverpool Courier. 
 
 Now ready. Clotli, price Ws. 6d. net 
 
 100,000 WORD SUPPLEMENT TO 
 
 THE PREMIER CODE. 
 
 COMPILED BY 
 
 WILLIAM H. HAWKE. 
 
 For special tables for Offers, Buying, Selling, etc., the words numbered 
 from 00,000 to 99,999 ; the words do not clash with those in the Premier Code 
 but are supplementary to them ; 2440 additional words are for indicating, or 
 catch words, aad special or temporary tables. 
 
 LONDON : EFFINGHAM WILSON. 
 R93«^:,B?^GiiANGE. 
 
UNIV] 
 
 14 DAY USE 
 
 RETURN TO DESK FROM WHICH BORROWED 
 
 DOCUMENTS DEPT. 
 
 This book is due on the last date stamped below, or 
 
 on the date to which renewed. 
 
 Renewed books are subject to immediate recall. 
 
 DFC 2 4 ig'^8 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 General Library 
 LD 21-50m-8,'57 University of California 
 (,C8481sl0)476 Berkeley 
 
YB 244(56 
 
 / 
 
 113641