« EelmineJätka »
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 :—
Dated the 22nd day of November, 1856.
The attestation to a signature by one witness is sufficient both in Great Britain and Scotland (section 11). If the parties who sign such a memorandum are contented to carry on the company's business under the regulations printed in the schedule to the act, and which are in that schedule marked with the letter B, without any alteration in or modification of those regulations, nothing more has to be done, in order to incorporate the
company, and put it into full action, than to register the signed memorandum of association with the Registrar of Joint-Stock Companies, paying him the fees mentioned in the table marked D in the schedule to the act (sections 9 and 12). To these fees reference will hereafter be made.
The registrar is bound forthwith to certify under his hand that the company is incorporated, and, in the case of a limited company, that the company is limited. The company thereupon becomes a body corporate, having a perpetual succession, with a common seal, with power to hold lands. The certificate of incorporation given by the registrar shall be conclusive evidence that all the requisitions of the act in respect of registration have been complied with; and the date of such certificate shall be deemed to be the date of the incorporation of the company (section 13).
As practical advice, I should recommend that in each case where a company intends to be guided by the regulations B without alteration, printed in the schedule to the act, there should be added to the end of the memorandum of association, after the fifth article of the form before set forth, an article in the following words:
"6th. The company will be administered and managed under the regulations marked B contained in the schedule to the act entitled, "The Joint-Stock Companies Act, 1856.'"
Possibly there may be resistance at the Registrar's office to this addition, or to any alteration in or departure from, the printed form in the act, but professional men must firmly but courteously require freedom of judgment and action, and to be allowed to suit circumstances and to shape the memorandum accordingly.
It is not, however, obligatory on the part of the persons who sign a memorandum of association to adopt the regulations B unaltered. In place of those regulations, the associated parties may draw up articles of association for the management of their company. These articles may considerably modify the regulations B-may add to them or alter them-may by additional clauses specify the special arrangements or terms under which the company is formed, especially the terms which have been made or are to be made with the promoters, or with vendors to the company of property, &c., &c. These articles of association, as a substitution of the regulations B, must be in the form marked C in the schedule to the act. Upon referring to this form, and also to the tenth section of the act, it will be found that the regulations B, or the greater portion of them, must substantially be contained in the articles of association; and doubtless professional aid must be obtained to prepare the articles of association in all cases when they are to be special, and to modify the regulations B. The form C in the bill, as it was originally printed in the House of Commons, had a
preamble to it, which recited the bargain made between the company and the inventor of a patent selling his patent to it for free shares. Although struck out in committee, this preamble will still be a guide to professional men how to introduce the special matters or bargains connected with a particular company in its articles of association.
When these articles have been prepared, and engrossed on deed stamps-viz., 35s. on the first sheet or quantity less than 30 folios, and 10s. for each following entire quantity of 15 folios-each party must sign them who has signed the memorandum of association; and when the latter is taken to be registered, the articles of association must be left with it. The two documents having been examined by the registrar, and found not to be infringing or evading the act, he is bound to sign a certificate that the company is incorporated, as before mentioned (section 13).
If each of seven or more subscribers has signed for one share only, although the shares may, by the memorandum of association, be described as 50,000 in number, the registrar must be satisfied; he has no power of inquiry or complaint upon this subject; neither has he the power to ask, nor need he be told, whether any capital has been paid up by the signers of the memorandum of association or not. Nor has he the power of expressing any opinion upon, or objecting in any manner to, the arrangements (in harmony with the act) which the associated parties may in each case, by their articles
of association, make, for the establishment of a company, and for settling with promoters, vendors, officers, &c. It will have been observed in the form A that 327 shares only out of 1,000 are signed for by subscribers, and the text of the act makes seven shares sufficient.
As soon as a certificate of incorporation has been granted by the Registrar of Joint-Stock Companies, the company may issue certificates of shares to the subscribers to the memorandum of association, and to all other persons to whom shares may be allotted, of such number and amount as may be prescribed by the memorandum of the association, but not of any greater number or amount. Each share must be distinguished by its appropriate number (section 15).
Simultaneously with registering the memorandum of association, the office of the company must, under the 28th and 29th sections, be registered.
The company shall have a registered office, to which all communications and notices may be addressed. If any company registered under the act carries on business without having such an office, it incurs a penalty not exceeding five pounds for every day during which business is so carried on (section 28).
Notice of the situation of such registered office, and of any change therein, shall be given to the Registrar of Joint-Stock Companies, and recorded by him. Until such notice is given, the company shall not be deemed to have complied with the