Act of Parliament, Royal Charter, or Letters 3. Are engaged in working Mines within and subject to the Jurisdiction of the Stannaries; Each one of the Persons so carrying on Business in Partnership together contrary to this Provision shall be severally liable for the Payment of the whole Debts of the Partnership, and may be sued for the same without the Joinder in the Action or Suit of any other Member of the Partnership. The Regis- IV. The Registrar shall on Payment of Five Shillings trar to give issue a Certificate of Incorporation of any Company to any of Incorpo- Person applying for the same, and such Certificate shall be ration. admissible in Evidence in like Manner as the Certificate of Incorporation directed to be given by the Principal Act. Certificate Register of Shareholders (Part I. of Principal Act). Power of V. Any Limited Company may by special Resolution Limited convert into Stock any Shares which have been fully paid Company to convert up; and upon such Conversion being made all the Propaid-up visions of the Principal Act or of this Act which require or Stock. imply that the Capital of the Company is divided into Shares into Company Notice of into Stock. Shares of any fixed Amount, and distinguished by Numbers, and all the Provisions of the Principal Act that require the Company to keep a Register of Shareholders, or to make an annual List of Shareholders in the Register, shall cease as to so much of the Capital as has been so converted into Stock. VI. Any Company that has converted any Portion of to give its Capital into Stock shall give Notice of such Conversion, Conversion specifying the Shares so converted, to the Registrar of of Capital Joint Stock Companies, within Fifteen Days from the Date of the last of the Meetings at which the Resolution was passed by which such Conversion was authorized, and the Registrar shall forthwith record the Fact of such Conver sion: If such Notice is not given within the Period aforesaid, the Company shall incur a Penalty not exceeding Five Pounds for every Day during which such Neglect to give Notice continues. Register of Stock. VII. Any Company that has converted any Portion of Holders of its Capital into Stock shall keep at the registered Office of the Company a Register of the Names and Addresses of the Persons for the Time being entitled to such Stock, and such Register shall be open to Inspection in the Manner and subject to the Penalties in and subject to which the Register of Shareholders is by the Principal Act directed to be kept open. Remedy for VIII. If the Name of any Person is without sufficient improper Cause entered or omitted to be entered in the Register of Entry or Stock of any Company, such Person, or any Holder of Omission Stock in the Company, may apply to have the Register of Entry in rectified in manner directed by the Twenty-fifth Section of Stock. the Principal Act. Court Principal Questions. IX. The Court may in any Proceeding under the Power of Twenty-fifth Section of the Principal Act decide on any under 25th Question relating to the Title of any Person who is a Party Section of to such Proceeding, to have his Name entered in or erased Act to from the Register, whether such Question arises between decide on Two or more Holders or alleged Holders of Shares or Stock disputed or between any Holders or alleged Holders of Shares or Stock and the Company, and generally the Court may in any such Proceeding decide any Question that it may be necessary or expedient to decide for the Rectification of the Register. X. If any Company makes default in forwarding Copies Penalty on of the Memorandum of Association and Articles of As- not forwarding sociation to Shareholders, in pursuance of Section Twenty- Copies of seven of the Principal Act, the Company so making default Memoranshall for each Offence incur a Penalty not exceeding One to SharePound. dum, &c., holders. Share abscond or Property. Winding-up by Court (Part III. of Principal Act). XI. Where an Order has been made for winding-up a Com- Power to pany under the Third Part of the Principal Act, if upon the arrest Application of the official Liquidator it appears to the Court holder having Jurisdiction in the matter of such Winding-up that about to there is probable Cause for believing that any Contributory to remove to such Company is about to quit the United Kindom, or or conceal otherwise abscond, or to remove or conceal any of his any of his Goods or Chattels, for the Purpose of evading Payment of Calls, or for avoiding Examination in respect of the Affairs of the Company, the Court may, by Warrant directed to such Person or Persons as it thinks fit, cause such Contributory to be arrested, and his Books, Papers, Monies, Securities for Monies, Goods and Chattels, to be seized, and him and them to be safely kept until such Time as the Court may order. Court for XII. Any Contributory who has been arrested or whose Arrested Goods or Chattels have been seized under any such War-holder may rant as aforesaid may, at any Time after such Arrest or apply to Seizure, apply to the Court that issued the Warrant to his Disdischarge him from Custody, or to direct the Delivery to charge. him of any Books, Papers, Monies, Securities for Money, Goods or Chattels, that may have been seized; and the Court shall take such Application into consideration, and shall make such Order thereon as it thinks just. Third Part XIII. All Calls that are authorized by the Third Part Calls under of the Principal Act to be made on a Contributory, in the of Principal C Specialty Act to be event of the Company to which he belongs being wound up by the Court or voluntarily, shall be deemed in England and Ireland to be Specialty Debts due from such Contributory to the Company. Proviso as ment of Liquidators by Courts Court of Bankruptcy. Official Liquidators (Part III. of Principal Act). XIV. In Cases within the Jurisdiction of the Court of to Appoint Chancery in England or Ireland, or of the Court of Session in Scotland, or of the Court of the Stannaries, the Court having Jurisdiction shall, in the Appointment of an Official other than Liquidator or Official Liquidators, consult the Interests of both the Creditors and Contributories, and hear such Creditors or Contributories as it thinks fit to hear with respect to such Appointment. It may, unless both the Creditors and Contributories concur in the Appointment of single Liquidator, appoint One or more Liquidator or Liquidators to act on behalf of each of such Parties. It may declare that, in case of Difference, any Act may be done by a Majority of Liquidators; or it may require the Liquidators in all Cases of Difference to apply to the Court. It may do anything hereby authorized to be done, either upon the First Appointment of a Liquidator or at any subsequent Stage of the Winding-up; but, notwithstanding anything herein contained, it shall not be obligatory on the Court to appoint more than One Liquidator, if in its Discretion it thinks that such Appointment will be most conducive to Justice. Provision pointment tors by Court of XV. In Cases within the Jurisdiction of any Court of as to Ap Bankruptcy the Official Assignee shall, where a Liquidator of Liquida- is appointed by the Creditors, be considered as appointed as the Representative of the Contributories, and where a Liquidator is appointed by the Contributories be considered ruptcy. as appointed as the Representative of the Creditors. Extension XVI. The Power of compromising Debts and Claims of Power to given by the Principal Act to the Liquidators therein mise Debts, mentioned shall be deemed to extend to the Compromise of Bank compro any Calls or Debts due from any Contributory or alleged Contributory to the Company on Receipt of a smaller Sum in lieu of a greater, or upon such Terms as may be agreed upon, with Power to the Liquidators to take any Security for any Calls or Debts so due, and to give effectual Discharges on Completion of such Compromise, subject to this Proviso, that no such Compromise shall be made by any Official Liquidator except with the Sanction of the Court, and after giving such Notice to Creditors, and subject to such Conditions as to obtaining the Consent of Creditors or any Portion of them, as the Court may direct, and that no such Compromise shall be made by the Liquidators ap pointed on the voluntary Winding-up of a Company, except with the Sanction of a special Resolution. tors to ac sideration XVII. Where a Company is being wound up volun- Power for tarily, and the whole or a Portion of its Property is about Liquidato be sold to another Company, registered under this Act, cept Shares the Liquidators of the first-mentioned Company may, with as a Conthe Sanction of a special Resolution of the Company by for Sale of whom they were appointed, receive, in Compensation or Property of Company. part Compensation for such Sale, Shares in such other Company, for the Purpose of Distribution amongst the Shareholders of the Company being wound up, or may enter into any other Arrangement whereby the Shareholders of the Company being wound up may, in lieu of receiving Cash or Shares, or in addition thereto, participate in the Profits of or receive any other Benefit from the purchasing Company; and any Sale made or Arrangement entered into by the Liquidators in pursuance of this Section shall be binding on the Shareholders of the Company being wound up, subject to this Proviso, that if any Shareholder in the Company being wound up who has not voted in favour of the special Resolution passed by his Company at either of the Meetings held for passing the same expresses his Dissent from any such special Resolution, in Writing addressed to the Liquidators or One of them, and left at the registered Office of the Company, not later than Seven Days after the Date of the last of the Meetings at which such special Resolution was passed, such dissentient Shareholder may require the Liquidators to do such One of the following Things as they may prefer; that is to say, either to abstain from carrying such Resolution into effect, or to purchase the Shares held by the dissentient Shareholders or Shareholder, at such Price as may be agreed upon or settled by Arbitration, such Purchase Money to be paid before the Company is dissolved, and to be raised by the Liquidators in such Manner as may be determined by special Resolution. tors to call XVIII. In the Case of a Company being wound up Power of voluntarily, the Liquidators may, from Time to Time, Liquidaduring the Continuance of such Winding-up, summon General General Meetings of the Company for the Purpose of Meeting. obtaining the Sanction of the Company by a special Resolution, or for such other Purposes as they think fit. XIX. Where a Company is in course of being wound Power of up voluntarily, and Proceedings are taken for the Purpose Court to adopt Proof having the same wound up by the Court, the Court may, ceedings of if it thinks fit, notwithstanding that it makes an Order voluntary Windingdirecting the Company to be wound up by the Court, pro- up. vide in such Order or in any other Order for the Adoption tors not of Com pany to of all or any of the Proceedings taken in the course of the voluntary Winding-up: It may also, instead of making an Order that the Company should be altogether wound up by the Court, direct that the voluntary Winding-up should continue, but subject to such Supervision of the Court, and with such Liberty for Creditors, Contributories, or others to apply to the Court, and generally upon such Terms and subject to such Conditions as the Court thinks just. Penalty on XX. If the Liquidators make default in reporting to Liquida- the Registrar, in the Case of a Company being wound up reporting by the Court, the Decree declaring the Company to be disDissolution solved, and in the Case of a Company being wound up voluntarily, the Resolution declaring the Company to have Registrar. been fairly wound up, they shall be liable to a Penalty not exceeding Five Pounds for every Day during which they are so in default, and moreover shall not, while so in default, be entitled to recover any Compensation for their Services as Liquidators. Remedy for tors having distributed pany. XXI. If at the Expiration of Twelve Months from the Liquida- Date of the Dissolution of any Company that has been in their wound up there remain in the Hands of the Liquidators Hands un- any Money, Shares, or other Property which they have Assets of been unable, by reason of the Absence or Death of any the Com- Persons entitled thereto, or for any other Reason, to distribute amongst the Parties so entitled, the Liquidators shall be deemed to be Trustees of such Monies, Shares, or other Property, within the Meaning of an Act passed in the Eleventh Year of the Reign of Her present Majesty, Chapter Ninety-six, and intituled An Act for better secur ing Trust Funds and for the Relief of Trustees, and of any Act amending the same, and may pay or transfer such Monies, Shares, or other Property into the Court of Chancery accordingly. Proviso as tions in Alteration of Forms (Part III. of Principal Act). XXII. No Alteration made by the Board of Trade in to Altera- the Table marked B. contained in the Schedule to the Principal Act shall affect any Company registered prior to the Date of such Alteration, or repeal as respects such Company any Portion of such Table, unless such Alteration is adopted by special Resolution. Table B. Repeal of Repeal (Part V. of Principal Act). XXIII. The 107th Section of the Principal Act shall be Sec. 107 of repealed, and in lieu thereof be it enacted, That(1.) An Act passed in the Eighth Year of the Reign of Her present Majesty, Chapter One hundred and the Princi pal Act, |