Form 169. 50,000l. with interest at the rate of 5 p. c. p. a., such debentures to be in such form and to be secured in such manner, and to be issued to such persons and on such terms as the directors think expedient.

to issue debentures.

Form 170.

Creation of debenture stock.

Form 171.

Debenture stock.

Form 172.

When debentures are to be issued, the sanction of a general meeting may by the regulations be necessary; and even when it is not, directors sometimes think it expedient to ask for the sanction.

That the directors be and they are hby authorised to create and issue a debenture stock of the nominal amount of 100,000l., such stock to be called Perpetual 5 p. c. Debenture Stock, and to carry interest at the rate of 5 p. c. p. a., and to be represented by debentures, certificates, or otherwise, as may seem expedient, and to be payable or redeemable in such events, and to be secured in such manner, and generally to be issued on such terms as the directors think fit.

It should be seen that there is nothing in the regulations inconsistent with the issue of debenture stock. If there is, the requisite alterations should be made. See further, infra, "Debentures."

That the directors be and they are hby authorised from time to time to create and issue mtge debenture stock of the co to an amount not exceeding one-third of the pd capital of the co for the time being, upon the footing that the aggregate amount of the sd stock for the time outstanding and the interest thereon shall rank pari passu as a first charge on the undertaking and revenue of the co, the stock to be issued at such times in such amounts and on such terms and conditions as the directors shall from time to time determine for the ppose of redeeming by exchange or otherwise the outstanding debentures of the co, and any other pposes to which capital of the co shall be lawfully applicable.

That the directors be and they are hby authorised to make such provisions as they think fit for effectuating the sd charge and for the registration and transfer of the sd stock and for the delivery of certificates thereof and for the issue of stock warrants to bearer, transferable by delivery and of interest coupons attached to such warrants or otherwise, and for the conversion of warrants to bearer into registered stock, and of registered stock into warrants to bearer, and generally as to the form and incidents of all documts relating to the stock.

That the directors be and they are hby authorised from time to time to pehase in the market, and hold and deal with any amount of such stock for the ppose of any reserve fund or investmt of the co, and with the sanction of a general meeting to apply other monies of the co to the pchase in the market of any such stock for cancellation, and with the like sanction afterwards to re-issue stock in lieu of all or any of the stock so cancelled, provided that the amount of the stock for the time being outstanding shall never exceed the prescribed limit.

Resolution declaring the conditions on which share warrants will be issued.

The following are conditions suitable to be made by the directors under Clause Form 172. 32, supra, p. 128. If the words within brackets in that clause are not struck out the conditions must be submitted to the company in general meeting for its approval.

That the following conditions as to the issue of share warrants be Upon whose made pursuant to Clause of the articles of association of the co.

request warrant to

1. No share warrant shall be issued except upon a request in writing be issued. by the person for the time being upon the register of members as the holder of the share or stock in respect of which the share warrant is to be issued.

For form of share warrant, see infra, “Certificates."

There can be no doubt that if the company issue a share warrant to a person who is not entitled, it will be estopped from denying the right of any purchaser from him. See further, introductory notes to "Certificates." The utmost care ought therefore to be used. Sometimes these clauses are embodied in the articles of association.

2. The request shall be in such form, and authenticated by such Regulations as statutory declon or other evidence as to the identity of the person to request. making the same, and of his right or title to the share or stock, as the directors shall from time to time require, and shall be lodged at the office of the co.

be surren dered.

3. Before the issue of a share warrant the certificate (of any) then Certificates to outstanding in respect of the shares or stock intended to be included in it shall be delivered up to the directors unless they dispense with this condition.

If the certificate is left outstanding it will be more or less a risk of the company, and the directors may reasonably require an indemnity.

4. Any person applying to have a share warrant issued shall at the Stamp duty. time of applicon pay to the directors the stamp duty payable in respect thereof, and also such fee, not exceeding 1s., for each share warrant as the directors shall from time to time fix.

By virtue of the Companies Act, 1867, s. 33, "There shall be charged on every share warrant a stamp duty of an amount equal to three times the amount of the ad valorem stamp duty which would be chargeable on a deed transferring the share or shares of stock specified in the warrant, if the consideration for the transfer were the nominal value of such share or shares or stock."

By 33 & 34 Vict. c. 97, s. 127:-"If a share warrant is issued without being duly stamped, the company issuing the same, and also every person who at the time when it is issued is the managing director, or secretary, or other principal officer of the company, shall forfeit the sum of 501.

5. Share warrants shall be issued under the seal and be signed by one Execution. director and countersigned by the secretary or some other officer in the place of the secretary appointed by the board for that ppose.

6. Each share warrant shall contain such number of shares or amount Number. of stock and be in such language and form as the directors shall think

Form 172. fit. The number originally attached to each share shall be stated in the

Coupons.

Number of

coupons.

Payment of dividends.

Bearer of coupon alone recognised.

As to worn or defaced

warrants.

As to lost or destroyed warrant.

Fee on issue

of new warrant.

On what conditions holder of warrant

may vote.

share warrant.

7. Coupons payable to bearer of such number as the directors shall think fit, shall be attached to share warrants providing for the paymt of the dividends or interest upon and in respect of the shares or stock included therein, and the directors shall provide as they shall from time to time think fit for the issue of fresh coupons to the bearers for the time being of share warrants when the coupons attached thereto shall be exhausted.

8. Each coupon shall be distinguished by the number of the share warrant to which it belongs, and by a number showing the place it holds in the series of coupons belonging to the warrant. The coupons shall not be expressed to be payable at any parlar period, nor shall they contain any statemt as to the amount which shall be payable.

9. Upon any dividend or interest being declared to be payable upon the shares or stock specified in any share warrant the directors shall publish an advertisemt in one daily newspaper published in London, and in such other newspapers, if any, as they shall think fit, stating the amount per share or p. c. payable, the date of paymt, and the serial number of the coupon to be presented, and thereupon any person presenting and delivering up a coupon of that serial number at the place or one of the places stated in the coupon, or in the sd advertisemt, shall be entitled to receive at the expiration of such number of days (not exceeding five) after so delivering it up as the directors shall from time to time direct, the dividend or interest payable on the shares or stock specified in the share warrant to which the sd coupon shall belong, according to the notice which shall have been so given by advertisemt.

10. The co shall be entled to recognise an absolute right in the bearer for the time being of any coupon so advertised as afsd for paymt to such amount of dividend or interest on the share warrant whereto the sd coupon shall belong as shall have been as afsd declared payable upon presentation and delivery of the coupon, and the delivery of such coupon shall be a good discharge to the co accordingly.

11. If any share warrant or coupon be worn out or defaced, the directors will, upon the surrender thereof for cancellation, issue a new one in its stead.

12. If any share warrant or coupon be lost or destroyed, the directors will, upon the loss or destruction being established to their satisfaction, and upon such indemnity being given to the co as they shall think adequate, issue another share warrant or coupon in lieu thereof.

13. In every case provided for by conditions 11 and 12 a fee of 2s. 6d., exclusive of all expenses attending the investigation of evidence of loss or destruction, and of an indemnity to the co, shall be pd to the co by the person availing himself of those conditions.

14. No person shall as bearer of a share warrant be entled to attend, or vote, or exercise in respect thereof any of the rights of a member, at any general meeting of the co, or sign any requisition for or aid in call

ing any general meeting, unless three days at least before the day Form 172. appointed for the meeting, in the first case, and unless before the requisition is left at the office, in the second case, he shall have deposited the share warrant at the office, or such other place as the directors appoint, together with a statemt in writing of his name and address, and unless the share warrant shall remain so deposited until after the general meeting, or any adjournmt thereof shall have been held. The names of more than one as joint holders of a share warrant shall not be received.

This and the following clause are found to work well. They prevent personation, and are convenient both to the holders of share warrants and to the company. The certificate requires no stamp.

15. There shall be delivered to the person so depositing a share war- Certificate of rant a certificate stating his name and address, and the number of deposit. shares or the amount of stock, represented by the share warrant so deposited by him, and such certificate shall entitle him to attend and vote at a general meeting in the same way as if he were a registered member of the co in respect of the shares or stock specified in the sd certificate. Upon delivering up of the sd certificate to the co the share warrant in respect whereof it shall have been given, shall be returned.

This is to certify that A. B., of, has, in accordance with the regulations of the co, deposited the undermentioned share warrants, in respect of which he is entled to attend the general meeting of the co, to be held at

-

the on

Dated, &c.

day of

Particulars of share warrants deposited.

Secretary.

16. No person as bearer of any warrant shall be entled to exercise When warrant any of the rights of a member (save as hinbefore expressly provided in to be produced. respect of general meetings), without producing such warrant and stating his name and address, and (if and when the directors so require) permitting an indorsemt to be made thereon of the fact, date, ppose, and consequence of its production.

The above clause is occasionally used.

warrants.

17. If the bearer of a share warrant shall surrender it to be cancelled, Surrender of and shall therewith lodge at the office a declaration in writing, signed by him, in such form, and authenticated in such manner as the directors require, requesting to be registered as a member in respect of the shares or stock specified in the sd share warrant, and stating in such declaration his name, address, and occupation, he shall be entled to have his

Form 172. name entered as a member in the register of members of the co in respect of the shares or stock specified in the share warrant so surrendered.

Meaning of share warrant.

Form 173. Registration of existing company.

Form 174.

Application for registration with limited

liability.

Section 29 of the Act of 1867 provides that "The bearer of a share warrant shall, subject to the regulations of the company, be entitled on surrendering such warrant for cancellation, to have his name entered as a member in the register of members,-(hence it is necessary to provide for the surrender,)— and the company shall be responsible for any loss incurred by any person by reason of the company entering in its register of members the name of any bearer of a share warrant in respect of the shares or stock specified therein without the share warrants being surrendered and cancelled."

18. In the above conditions share warrant means a warrant in respect of a share or shares, or of stock of the co, issued pursuant to the Companies Act, 1867, and the articles of association of the co.

Co,

That the co be registered under the Companies Act, 1862 [as a co limtd by shares, and that the co's name be changed to The Limtd.]

As to the registration of existing companies, see Part VII. of the Companies Act, 1862.

The words in brackets should be omitted where the company is going to register as an unlimited company, and even where it is to register as a limited company they would seem unnecessary, though commonly used.

The following are the ordinary forms of application:

THE COMPANIES ACT, 1862.

Co.

desires to

Applicon for a certificate of incorporation as a limtd co by The The Co constituted by [deed of settlemt], dated the register itself as a co limtd by shares under the Companies Act, 1862, by the name of The Co, Limtd, and for that ppose presents the undermentd

documts for registration under the sd Act. Dated, &c.

Documts presented for registration with the foregoing applicon :

1. Copy of the [deed of settlemt] constituting the co.

2. List of the members of the co made up to the

day of

3. Statemt showing the nominal capital (if any) of the co, its division into shares, the number of shares taken, and the amount pd on each share; also the name of the co and the situation of its registered office.

4. Copy resolution of the co assenting to its registration as a limtd co, and adding the word "Limtd" to its name.

5. Declon by

above mentd.

of the co verifying the parlars set forth in the documts

Where the co is already registered, e.g. under 7 & 8 Vict. c. 110, the words constituted by deed of settlemt" in the above form will be altered to " completely registered under the Act 7 & 8 Vict. c. 110;" [or, as the case may be] and item 1 of the documt will be omitted.

The applicon is to be signed by a director, secretary, or other authorised officer of the co.

THE COMPANIES ACT, 1862.

Form 175.

Applicon for certificate of incorporation by the

The

Co constituted by —, dated [or, completely registered, &c.] Application for desires to register itself under the Companies Act, 1862, and for that ppose registration as presents the undermentd documts for registration under the sd Act. Dated, &c.