Registration of existing companies.

Requisitions for registration by existing companies.

Temporary Provisions.

CX. Every company completely registered under the said act of the eighth year of the reign of Her present Majesty, chapter one hundred and ten, shall, on or before the Third day of November, One thousand eight hundred and fifty-six, and any other company duly constituted by law, previously to the passing of this act, and consisting of seven or more shareholders, may at any time hereafter register itself as a company under this act, with or without limited liability, subject to this proviso, that no company shall be registered under this act as a limited company, unless either a certificate of complete registration with limited liability under the "Limited Liability Act, 1855," has been obtained by it, or an assent to its being so registered has been given by three-fourths in number and value of such of its shareholders as may have been present, personally or by proxy, in cases where proxies are allowed by the regulations of the company, at some general meeting summoned for that

purpose.

CXI. Previously to the registration under this act of any existing company, there shall be delivered to the Registrar of Joint-Stock Companies the following documents (that is to say) :

(1.) In the case of a company completely registered under the said act of the eighth year of Her present Majesty, chapter one hundred and ten, if such company is not intended to be registered as a limited company, a list showing the names, addresses, and occupations of all persons who,

on the day of registration, are holders of shares in the company, with the addition of the shares held by such persons respectively, distinguishing each share by its

number:

(2.) If such company as last aforesaid has obtained a certificate of complete registration with limited liability under the "Limited Liability Act, 1855," or if it has not obtained such a certificate, but is intended to be registered as a limited company under the provisions of this act, the above list shall be accompanied with a statement specifying the following particulars :

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;

Such statement shall also contain, in case the company has not previously obtained a certificate of limited liability, but is intended to be registered as a limited company under this act,

The name of such company, with the addition of the word "limited" as the last word thereof:

(3.) In the case of any other company duly constituted by law previously to the passing of this act, and consisting of seven or more shareholders, if it is not intended to be registered as a limited company, there shall be delivered to the Registrar of Joint-Stock Companies such list of shareholders as is hereinbefore mentioned, and also a copy of any act of Parliament, royal charter, letters patent, deed of settlement, or other

tion of

instrument constituting or regulating the

company:

(4.) If any such company as last aforesaid is intended to be registered as a limited company, the above list and copy shall be accompanied by a statement specifying the following particulars (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 addition of the word "limited" as the last word thereof.

Authentica- CXII. The list of shareholders and any other statements of particulars relating to the company hereby required existing com- to be delivered to the registrar, shall be verified panies. by a declaration of the directors of the company

Certificate of

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 reign of His late Majesty King William the Fourth, chapter sixty-two, but no fees shall be charged in respect of the registration under this act of any company completely registered under the said act of the eighth year of the reign of Her present Majesty, chapter one hundred and ten, in cases where the liability of the shareholders is not intended to be limited, or where such company has already obtained a certificate of complete registration with limited liability.

CXIII. Upon compliance with the foregoing reregistration of quisitions, the Registrar of Joint-stock Companies existing com- shall certify under his hand that the company so

panies.

applying for registration is incorporated as a company under this act, and in the case of a limited company that it is limited, and thereupon such company shall be incorporated accordingly, and all provisions contained in any deed of settlement, act of Parliament, royal charter, or letters patent, or other instrument constituting or regulating the company, shall be deemed to be regulations of the company within the meaning of this act, and all the provisions of this act shall apply to such company in the same manner in all respects as if it had been originally incorporated under this act; subject, nevertheless, to the reservations hereinafter contained with respect to the existing rights of creditors and other persons; and subject to this proviso, that, except in so far as is hereinafter permitted, no company constituted by act of Parliament shall have power to alter any of the provisions contained in such act of Parliament, and no company constituted by royal charter or letters patent shall have power, by special resolution or otherwise, to alter any of the provisions contained in such charter or letters patent, without the sanction of the Board of Trade.

CXIV. Any existing company may, for the Power of purpose of obtaining registration with limited company to change name. liability, change its name by adding thereto the word "limited," or do any other act that may be necessary.

CXV. The certificate of incorporation given Certificate to to any existing company, in pursuance of this act, be evidence shall be conclusive evidence that all the requisi- with act. of compliance tions herein contained in respect of registration under this act have been complied with, and the date of such certificate shall be deemed to be the

tion of

instrument constituting or regulating the

company:

(4.) If any such company as last aforesaid is intended to be registered as a limited company, the above list and copy shall be accompanied by a statement specifying the following particulars (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 addition of the word "limited" as the last word thereof.

Authentica- CXII. The list of shareholders and any other statements of particulars relating to the company hereby required existing com- to be delivered to the registrar, shall be verified panies. by a declaration of the directors of the company

Certificate of

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 reign of His late Majesty King William the Fourth, chapter sixty-two, but no fees shall be charged in respect of the registration under this act of any company completely registered under the said act of the eighth year of the reign of Her present Majesty, chapter one hundred and ten, in cases where the liability of the shareholders is not intended to be limited, or where such company has already obtained a certificate of complete registration with limited liability.

CXIII. Upon compliance with the foregoing reregistration of quisitions, the Registrar of Joint-stock Companies existing companies. shall certify under his hand that the company so