Documts presented for registration with the foregoing applicon : 4. Copy resolution of the co assenting to its registration. 5. Declon by -- of the co verifying the parlars set forth in the documts above mentd. Where the co is already registered, items 1 & 4 will be omitted. THE COMPANIES ACT, 1862. Form 175. an unlimited company. Limtd Co. Statemt of the nominal capital of The Co, its division into shares, the Form 176. number of shares taken, and amount fixed thereon as at the Also the name and registered office of the co. Amount of nominal capital. Number of shares into which it is divided and amount of each share. [The above is to be registered with the application for incorporation as a limited company. See s. 183. It should be signed in the same manner as Form 174.] Co], Form 177. An Act to We of and of, being two of the [directors of the Do solemnly and sincerely declare that the parlars set forth in the several documents accompanying this declon, and marked respively with the letters are true; and we make this solemn declon conscientiously believing the same to be true, and by virtue of the provisions of an Act of Parliament made and passed in the sixth year of the reign of his late Majesty, intituled repeal an Act of the present session of Parliament," intituled "An Act for the more effectual abolition of oaths and affirmations taken and made in various departments of the State, and to substitute declons in lieu thereof, and for the more entire suppression of voluntary and extra-judicial oaths and affts, and to make other provision for the abolition of unnecessary oaths." Declared, &c. [As to the above form, see s. 186 of the Act. The declaration should be made by two of the directors or other principal officers of the company.] As to registration under the Companies Act, 1879, 42 & 43 Vict. c. 76. Under this Act any company registered before or after the passing of the Act as an unlimited company may register under the Companies Acts, 1862 to 1879, as a limited company, s. 4. The chief object of this enactment was to enable banking companies already registered as unlimited to re-register as limited companies, and most of these companies have already availed themselves of the power. On the registration in pursuance of the Act of 1879, of a company which has already been registered, the registrar is to close the former registration, and may [and usually does] dispense with the delivery of copies of any documents with copies of which he was furnished on the original registration; but save as aforesaid the registration is to take place in the same manner and have the Statutory declaration on registration. Form 177. same effect as if it were the first registration of the company: s. 9. Accordingly the above forms can with slight modifications be adopted. Form 178. A simple resolution for registration under the Act of 1879, will follow the terms of Form 173, supra, p. 206, substituting the words Acts 1862 to 1883," for the words " Act of 1862." But usually the powers conferred by s. 5 of the Act of 1879 are exercised. That section is as follows: "An unlimited company may by resolution passed by the members when assenting to registration as a limited company under the Companies Acts, 1862 to 1879, and for the purpose of such registration or otherwise, increase the nominal amount of its capital by increasing the nominal amount of each of its shares. Provided always that no part of such increased 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 purposes of the company being wound up. A limited company may by 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 purposes 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 following is an example of a resolution for registration and increase of capital, pursuant to s. 5: That this co, now registered under the Companies Act, 1862, as an unlimtd co, be registered under the Companies Acts, 1862 to 1879, as a co limtd by shares: And that for the ppose of such registration the nominal amount of the capital be increased from 2,000,000l. to 3,000,0007., by increasing the nominal amount of each share from 507. to 757.: And that no part of such increased capital shall be capable of being called up except in the event of and for the pposes of the co being wound up, and that the name of the co be changed to the Limtd. For resolution where capital is not increased, see infra, Form 173. Co, It is conceived that s. 188 of the Companies Act, 1862, applies where a banking company re-registers under the Act of 1879, and this view has been generally acted on. The following are copies of the circular letters issued by the London and County Bank previously to registration. Sir, I am desired by the directors of the company to give you notice that at an extraordinary meeting of the shareholders of the company held on the 20th day of February, 1880, the following resolution was passed :-" That the London and County Banking Company be registered as a limited company under the Companies Acts, 1862 to 1879, that the name of the company be changed by adding thereto the word Limited, and that of the capital uncalled upon the 100,000 shares of 801. each, constituting the capital of the company, the sum of 401. per share shall not be capable of being called up except in the event of and for the purposes of the company being wound up. And that it is intended to register the company as a limited company accordingly. This notice is given in compliance with s. 188 of the Companies Act, 1862. To I am, Sir, your obedient servant, The above was accompanied by a letter as follows: Sir, I am requested to forward to you the notice on the other side, by which you will observe that it is intended to register this Bank as a limited company under the Act of the last session of Parliament. This course has been adopted by this Bank in common with most of the other unlimited London Banks, and in order to give the most ample security to customers it has been determined to increase the subscribed capital of the Bank, and issue additional shares. The present subscribed capital of 3,750,000l. will be increased to 8,000,0001., whilst the paid-up capital and Reserve Fund will be increased from 2,250,0001. to 3,000,000l. The result of the arrangements when completed will be that in addition to the whole of the property and assets of the Bank the customers will be secured by the liability of the shareholders to the extent of 5,000,000l. A copy of the last balance-sheet is annexed, and I am requested to inform you that the business of the Bank will be conducted in all respects as heretofore. Form 178. P I am, &c., Form 179. Notice of allotment of shares. NOTICES. INTRODUCTORY NOTES. THE regulations of a company generally provide that notice shall be given to the members of all general meetings, and also upon or in relation to divers other matters. The mode of serving or giving such notices is duly provided for by the articles (supra, p. 163), or by Table A, when it applies (supra, p. 111). By section 64 of the Act, "any summons, notice, order, or proceeding requiring authentication by the company, may be signed by any director, secretary, or other authorised 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." The following are some of the forms of notices in general use : SIR, I am directed to inform you that, in compliance with your applicon, dated, &c., shares of 107. each in The -Co, Limtd, have been allotted to you. Το &c. I am, &c., Secretary. This requires a penny stamp. See Stamp Act, 1870. But an unstamped letter may be a notice sufficient to bind the allottee. Whiteley Partners, 42 L. T. 11, 28 W. R. 241. For the ordinary form of application, see supra, p. 183. Sometimes before allotment the directors find that some material statement in the prospectus is not correct. The discovery ought to be communicated to applicants. Scottish Petroleum, 23 C. Div. 413. And it is sometimes desirable so to frame the notice of allotment that it will oblige the allottee to signify his assent to the allotment notwithstanding the discovery. This can readily be done, e.g., by adding a statement to the effect that "the allotment is conditional on your signing and returning the enclosed form within seven days." Unless the applicant complies with the condition he is not bound. Leeds Banking Co., 2 Dr. & Sm. 415; 3 D. J. & S. 30. Addinell's case, 1 Eq. 225; Beck's case, 9 Ch. 392. Sometimes a like discovery is not made until after allotment. In such case it may be expedient to send out a circular fairly disclosing the facts incidentally or otherwise, and asking the recipients to sign and return a proxy or some other document which if signed will operate as a waiver of this right to rescind. Where an allottee who has a right to rescind a contract for misrepresentation Form 179. acts as a member after knowledge of the facts, he loses his right. Ashley's case, 9 Eq. 263; Kent v. Freehold Land Co., 4 Eq. 588; Whitehouse's case, 3 Eq. 794; Scoley v. Central Co., 9 Eq. 266; Shapley v. Louth Ry. Co., 2 C. Div. 684; Pollock, 507. It is very desirable to obtain some acknowledgment of the circular on the part of the allottee, for otherwise he may swear he never received the circular, and it has been held that the ordinary provisions in the articles as to the service of notice do not apply to such a circular. In re London & Staffordshire, 24 C. D. 149. If by admission of an allottee or otherwise the receipt of the circular is proved, he will be presumed to have read the contents. Scholey v. Central Ry. 9 Eq. 266. It will be borne in mind that a person is a member "who has agreed to become a member." Section 23 of the Act of 1862. Accordingly if a company allots shares and sends notice of allotment, and the allottee accepts the same, he will be bound just as much as if he had applied. Bank, Notice of call. SIR,-I beg to give you notice that at a meeting of the directors of Form 180. this co held here on, &c., a call of -1. per share was made upon all the members, and that the same will be payable at the No., Lombard Street, London, E.C., or at the office of the co, on the day of next. The amount payable by you in respect of such call on the held by you is 1. shares Το I am, &c., Secretary. on the of : I beg to give you notice that at a meeting, &c., it was resolved "That a call of -7. per share be made on all the members, payable at." The sum payable by you is 7., and I am directed to remind you that in accordance with clause of the co's articles of association, if the amount is not pd on or before the day appointed for the paymt thereof, you will be liable to pay interest for the same at the rate of [10] p. c. p. a., from the day appointed for the paymt thereof to the time of the actual paymt. Form 181. Another. non-payment I am now instructed to inform you, that the directors require you on forfeiture for or before the day of, to pay the sd sum of -1., together of call. with interest thereon, at the rate of p. c. p. a. from the sd day of and that in the event of non-paymt of the sd call and interest, |