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manager of the company who shall knowingly and wilfully authorise or permit Form 193. such default shall incur the like penalty."

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The

Form 194.

capital.

Co, Limtd, hby give you notice, that by a resolution of the Notice of co in general meeting, passed the day of— [the form must be increase of varied if the increase is effected by special resolution, or by resolution of the directors], the nominal capital of the co has been increased by the addition thereto of the sum of -7., divided into each, beyond the registered capital of ——l.

Dated, &c.

-1.

shares of -1.

A. B., Secretary.

In addition to a 5s. registration stamp, a notice of increase of capital or in number of members must be stamped as above mentioned, p. 216.

Notice of Special Resolution.

By s. 53 of the Act it is provided that: "A copy of any special resolution that is passed by any company under this Act shall be printed and forwarded to the registrar of joint-stock companies, and be recorded by him. If such copy is not so forwarded 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 knowingly and wilfully authorise or permit such default shall incur the like penalty."

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Copy of special

convened and held at, &c., on the -th day of, 1884, the subjoined special resolution was duly passed, and at a subsequent extraordinary resolutions. general meeting of the sd co, also duly convened and held at the same place on the -th day of, 1884, the subjoined special resolution was duly confirmed.

"That," &c.

-, Secretary.

A special or extraordinary resolution need not be advertised in the Gazette unless it is for winding up.

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of Notice of

The directors, by virtue of the powers given to them by clause the articles of association, having determined to pay an interim dividend

dividend and warrant.

Form 196. of p. c. [free of income tax] upon the ordinary shares [or the pd-up

capital].

I beg to hand you herewith a warrant [or draft] for, the 107. shares [upon which the

amount of such dividend in respect of

sum of 1. has been pd].

This half-sheet is to be retained by the shareholder, who must sign the warrant at the foot hereof, and pass that only through a banker for paymt.

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Form 197.

Another.

of

p. c., upon

Form 198.

Another.

Herewith I beg to hand you a warrant for the dividend at the rate shares in respect of which the sum of has been pd at meeting, with the interim dividend of

the

1883.

p. c. pd on

last, the dividend of 8 p. c. p. a. for the year ending

The Co, Limtd.

I am instructed to forward you the subjoined statemt for the amount of the dividend on the shares therein mentd, free of income tax, and the warrant annexed for the amount.

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N.B.-Proprietors are requested to give to secretary early notice of

any change of address.

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The above claim stands in the name of

This portion to be retained by the shareholder.

The warrant to be torn off, and presented at the bankers after being signed at the foot.

I hby certify that I have deducted for income tax, the amount set forth in the above statemt, and that the amount so deducted will be pd by me to the proper officer for receipt of taxes.

Secretary.

N.B.-Persons requiring repaymt of income tax are informed that the inland revenue will receive this statemt as a voucher in claiming taxes.

See as to income-tax, note, infra, p. 220.

To the Registrar of Joint Stock Cos:

Form 199.

I, the undersigned, being the liq of the A. Co, Limtd, give you notice Consent to that the sd co is in course of being dissolved, and I hby, under the pro- new company using name of visions of the Companies Act, 1862, section 20, and on behalf of the co, old. testify its consent to the registration of a new co, by the name of the A. Co, Limtd.

C. D., Secretary.
Dated, &c.

A. B., Liquidator.

The above is the ordinary form. The registrar requires it to be signed by the liquidator, or by two of the directors, or by the whole of the members, when the subscribers to the memorandum of association are the only members, or by any other person duly authorised at a general meeting, the date of which should be given, and to be countersigned by the secretary (if any).

See further infra, introductory notes to "Reconstruction ” and “Amalgamation."

For other notices, see Index.

INCOME-TAX.

By Schedule D. to the 2nd section of 16 & 17 Vict. c. 31, duties are granted to the Crown (inter alia)—

"For and in respect of the annual profits or gains arising or accruing to any

Form 199. person residing in the United Kingdom from any kind of property whatever, whether situate in the United Kingdom or elsewhere, and for or in respect of the annual profits or gains arising or accruing to any person residing in the United Kingdom from any profession, trade, employment or vocation, whether the same shall be respectively carried on in the United Kingdom or elsewhere, and to be charged for every twenty shillings of the annual amount of such profits and gains.

"And for and in respect of the annual profits or gains arising or accruing to any person whatever, whether a subject of Her Majesty or not, although not resident within the United Kingdom, from any property whatever in the United Kingdom, or any profession, trade, employment or vocation exercised within the United Kingdom, and to be charged for every twenty shillings of the annual amount of such profits and gains."

And by s. 5 the duties imposed by that Act are directed to be assessed under the regulations of 5 & 6 Vict. c. 35, and the Acts therein mentioned or referred to.

By 5 & 6 Vict. c. 35, s. 40, it is enacted that "all . . . . companies . . whether corporate or not corporate, shall be chargeable with such and the like duties as any persons," and certain officers thereof are required [s. 54] to make the requisite returns.

By s. 42, any person not resident in Great Britain, whether a subject of Her Majesty or not, shall be chargeable in the name of any trustee . . . ., or of any factor, agent, or receiver having the receipt of any profits or gains arising as herein mentioned and belonging to such persons. . .

By s. 100 the duties granted by s. 1, Schedule D. (corresponding with Schedule D. above referred to) are directed to be assessed under certain rules, of which the following may be given :

First. The duty to be charged in respect thereof shall be computed on a sum not less than the full amount of the balance of the profits or gains of such trade, manufacture, adventure, or concern upon a fair and just average of three years ending on such day of the year immediately preceding the year of assessment on which the accounts of the said trade, manufacture, adventure, or concern shall have been usually made up, or on the 5th day of April preceding the year of assessment, and shall be assessed, charged, and paid without other deduction than is hereinafter allowed: Provided always, that in cases where the trade, manufacture, adventure, or concern shall have been set up and commenced within the said period of three years, the computation shall be made for one year on the average of the balance of the profits and gains from the period of first setting up the same: Provided also, that in cases where the trade, manufacture, adventure, or concern shall have been set up and commenced within the year of assessment, the computation shall be made according to the rule in the sixth case of this schedule.

Second. The said duty shall extend to every person, body politic, or corporate fraternity, fellowship, company, or society, and to every art, mystery, adventure, or concern carried on by them respectively in Great Britain or elsewhere as aforesaid, except always such adventures or concerns on or about lands, tenements, hereditaments, or heritages as are mentioned in Schedule (A.), and directed to be therein charged.

Third. In estimating the balance of profits and gains chargeable under Schedule (D.), or for the purpose of assessing the duty thereon, no sum shall be set against, or deducted from, or allowed to be set against or deducted from such profits or gains on account of any sum expended for repairs of premises occupied for the purpose of such trade, manufacture, adventure, or concern, nor for any sum expended for the supply of repairs or alterations of any implements, utensils, or articles employed for the purpose of such trade, manufacture, adventure or concern beyond the sum usually expended for such purposes according to an average of three years preceding the year in which such assessment shall be made, nor on account of loss not connected with, or arising

out of such trade, manufacture, adventure or concern, nor on account of any Form 199. capital withdrawn therefrom, nor for any sum employed, or intended to be employed, as capital in such trade, manufacture, adventure or concern, nor for any capital employed in improvement of premises occupied for the purposes of such trade, manufacture, adventure or concern, nor on account nor under pretence of any interest which might have been made on such sums, if laid out at interest, nor for any debts except bad debts, proved to be such to the satisfaction of the commissioners respectively, nor for any average loss beyond the actual amount of loss after adjustment, nor for any sum recoverable under an insurance or contract of indemnity.

Fourth. In estimating the amount of the profits and gains arising as aforesaid, no deduction shall be made on account of any annual interest, or any annuity or other annual payment payable out of such profits or gains.

The following rules which appear in the same section may also be mentioned: First-In estimating the balance of the profits or gains to be charged according to either of the first or second cases, no sum shall be set against or deducted from or allowed to be set against or deducted from such profits or gains for any disbursements or expenses whatever, not being money wholly and exclusively laid out or expended for the purposes of such trade, manufacture, adventure, or concern, or of such profession, employment, or vocation, nor for any disbursements or expenses of maintenance of the parties, their families, or establishments, nor for the rent or value of any dwelling house or domestic offices, or any part of such dwelling house or domestic offices, except such part thereof as may be used for the purposes of such trade or concern not exceeding the proportion of the said rent or value hereinafter mentioned, nor for any sum expended in any other domestic or private purposes distinct from the purposes of such trade, manufacture, adventure, or concern, or of such profession, employment, or vocation.

Second-The computation of the duty to be charged in respect of any trade, manufacture, adventure, or concern, or any profession, whether carried on by any person singly, or by one or more persons jointly, or by any corporation, company, fraternity, or society, shall be made exclusive of the profits or gains arising from lands, tenements, or hereditaments occupied for the purpose of such profession, trade, manufacture, adventure, or concern.

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By 5 & 6 Vict. c. 80, s. 2, All persons intrusted with the payment of annuities or any dividends or shares of annuities payable out of the revenue of any foreign state to any persons, corporations, companies or societies in Great Britain, or acting therein as agents, or in any other character," are to make a return of the same as therein mentioned, are to pay the duty on such annuities, &c., out of the monies in their hands on behalf of the persons entitled to the same, and by 16 & 17 Vict. c. 34, s. 10, these provisions are extended to "all interest, dividends, or other annual payments payable out of or in respect of the stocks, funds, or shares of any foreign company, society, adventure or concern," and intrusted to persons in the United Kingdom for payment.

And by s. 9 of 29 Vict. c. 36, the last mentioned provisions are extended to dividends and interest when the title of the person to whom the same may be payable is shown by registration or entry of the name of such person in any book or list ordinarily kept in the United Kingdom.

By subsequent Acts the duties are continued. See the Customs and Inland Revenue Act, 1883, 46 Vict. c. 10.

As to the duties on mines, quarries, docks, waterworks, canals, &c., see 5 & 6 Vict. c. 35, s. 60, and Mersey Docks v. Lucas, 8 App. Cas. 896, and Re Ryhope Colliery Co., 7 Q. B. D. 485.

The following cases may be mentioned: Registration in England is not conclusive evidence that the company resides here, but, "if you find that a company which is registered in a particular country, acts in this country, has its office and receives dividends in this country, you may say that those facts, coupled

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