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ten, and intituled An Act for the Registration, In-
corporation, and Regulation of Joint Stock Com-
panies; and

(2.) An Act passed in the Eleventh Year of the Reign
of Her present Majesty, Chapter Seventy-eight, in-
tituled An Act to amend an Act for the Registration,
Incorporation, and Regulation of Joint Stock Com-
panies; and

(3.) The Limited Liability Act, 1855.

Shall be deemed to have been and still to remain unrepealed as to any Company completely registered which has not obtained Registration under the Principal Act, until such Time as such Company obtains Registration under the Joint Stock Companies Acts, 1856, 1857, but from and after such Time, and not before, shall be repealed as to such last-mentioned Company; and, subject as aforesaid, all the Acts mentioned in this Section shall be repealed.

Costs by Limited Companies.

in Actions

Limited

XXIV. Where a Limited Company is Plaintiff or Pur- Provision suer in any Action, Suit, or other legal Proceeding, any as to Costs Judge having Jurisdiction in the Matter may, if it be brought by proved to his Satisfaction that there is Reason to believe certain that if the Defendant be successful in his Defence the ComAssets of the Company will be insufficient to pay his panies. Costs, require sufficient Security to be given for such Costs, and may stay all Proceedings until such Security be given.

Temporary Provisions (Part V. of Principal Act).

panies

under 7 &

XXV. Where any Company completely registered under Provisions the said Act passed in the Eighth Year of the Reign of as to ComHer present Majesty, Chapter One hundred and ten, has completely obtained Registration under the Principal Act after the registered Third of November One thousand eight hundred and fifty- 8 Vict. c. six, but before the passing of this Act, such Registration 110. shall be as effectual to all Intents as if it had taken place on or before the said Third Day of November One thousand eight hundred and fifty-six.

XXVI. The One hundred and tenth Section of the Repeal of Principal Act shall be repealed.

Section 110 of Princi

XXVII. Every Company completely registered under pal Act. the said Act of the Eighth Year of the Reign of Her pre- Time sent Majesty, Chapter One hundred and ten, including within any Company that has obtained a Certificate of Complete which comRegistration under "The Limited Liability Act, 1855," registered but excluding any Company formed for the Purpose of Companies

"pletely

are re

register.

Insurance, shall, if it has not already registered under the quired to Principal Act, register under the Joint Stock Companies Acts, 1856, 1857, on or before the Second Day of November One thousand eight hundred and fifty-seven, or incur such Penalty as is herein-after mentioned.

Penalty on

not registering.

XXVIII. If any Company hereby required to register Company under the Joint Stock Companies Acts makes default in registering on or before the said Second Day of November One thousand eight hundred and fifty-seven, then, from and after such Day until the Day on which such Company is registered under the Joint Stock Companies Acts, 1856, 1857, the following Consequences shall ensue; (that is to say,)

Power for
Companies

at their

Discretion.

(1.) The Company shall be incapable of suing either at Law or in Equity, but shall not be incapable of being made a Defendant to a Suit either at Law or in Equity:

(2.) No Dividend shall be payable:

(3.) Each Director or Manager of the Company shall for each Day during which the Company is in default incur a Penalty of Five Pounds, and such Penalty may be recovered by any Person, and be applied by him to his own Use:

Nevertheless such Default shall not render the Company so being in default illegal, nor subject it to any Penalty or Disability other than as specified in this Section.

XXIX. Every Company consisting of Seven or more to register Shareholders, having a Capital of fixed Amount, divided into Shares, also of fixed Amount, duly constituted by Law prior to the passing of this Act, and not being a Company hereby required to be registered, may at any Time hereafter, upon Compliance with the Provisions of the Joint Stock Companies Acts, 1856, 1857, register itself as a Company under such Acts, with or without Limited Liability; subject to this Proviso, that no Company shall be registered as a Limited Company unless either the Liability of the Shareholders is already limited to the Amount of the unpaid Calls on their Shares, 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.

Power for

existing

XXX. Where an existing Company, authorized to Company register under the Joint Stock Companies Acts, 1856, to register 1857, has had the whole or any Portion of its Capital conAmount of verted into Stock, such Company shall, as to the Capital Stock in- so converted, instead of delivering to the Registrar the

Statement of Capital and Shares required by the Principal stead of Act, deliver to the Registrar a Statement of the Amount Shares. of Stock belonging to the Company, and the Names of the Persons who were Holders of such Stock, on some Day to be named in the Statement, not more than Six Days before the Day of Registration.

of Share

Section

Principal
Act.

XXXI. The List of Shareholders required by Section Provision One hundred and eleven of the Principal Act to be delivered as to List to the Registrar need not be made up to the Day of the holders reRegistration of the Company, but may be made up to any quired by Day not more than Six Days before such Day of Regis-111 of tration. XXXII. No Fees shall be charged in respect of the Registration under the Joint Stock Companies Acts, 1856, Exemption 1857, of any Company existing at the Date of this Act, Companies and required or authorized to be registered by the said from PayJoint Stock Companies Acts or either of them, in Cases Fees. where such Company is not registered as a Limited Company, or where previously to its being registered as a Limited Company, the Liability of the Shareholders was limited by some other Act of Parliament or by Letters Patent.

of certain

ment of

XXXIII. The Hundred and thirteenth Section of the Grant of

Certificate

Effect

Principal Act shall be repealed; and in lieu thereof be it of Regisenacted as follows: Upon Compliance with the Requisi-tration and tions of the Joint Stock Companies Acts, 1856, 1857, thereof. respecting Registration, the Registrar of Joint Stock Companies shall certify under his Hand that the Company applying for Registration is incorporated as a Company under the Joint Stock Companies Acts, 1856, 1857, 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 Act of Parliament, Deed of Settlement, Letters Patent, or other Instrument constituting or regulating any Company that has been registered under the Provisions of the said One hundred and thirteenth Section, or any Company that may hereafter be registered under this Section, shall be deemed to be Regulations of the Company, in the same Manner as if they were contained in a registered Memorandum of Association and Articles of Association; and all the Provisions of the Joint Stock Companies Acts, 1856, 1857, shall apply to such Company, in the same Manner in all respects as if it had been originally incorporated under such Acts, subject to the Reservation in favour of Creditors contained in the Principal Act, and to the following Provisoes:

(1.) That Table B. shall not, unless adopted by special

Resolution, apply to any such Company as is mentioned in this Section:

(2.) That no Company shall have Power to alter any Provision contained in any Act of Parliament relating to the Company:

(3.) That no Company shall have Power, without the Sanction of the Board of Trade, to alter any Provision contained in any Letters Patent relating to the Company:

(4.) That nothing herein contained shall authorize any Company to alter any such Provisions contained in any Deed of Settlement, Letters Patent, or other Instrument constituting or regulating the Company, as would, if such Company had originally been incorporated under the Joint Stock Companies Acts, 1856, 1857, have been contained in the Memorandum of Association, and are not authorized to be altered by such lastmentioned Acts:

But nothing herein contained shall derogate from any Power of altering its Constitution or Regulations which may be vested in any existing Company by virtue of any such Act of Parliament, Deed of Settlement, Letters Patent, or other Instrument constituting or regulating the Company: Moreover the Repeal of the said One hundred and thirteenth Section of the Principal Act shall not affect any Right acquired under the Section so repealed.

ANNO VICESIMO ET VICESIMO PRIMO

VICTORIE REGINE.

CAP. XVIII.

An Act to regulate Procedure in the Bill Chamber in Scotland. [10th August 1857.]

WHEREAS under an Act of the First and Second Years of the Reign of Her Majesty, intituled An Act to make cer-1 & 2 Vict. tain Alterations in the Duties of the Lords Ordinary, and c. 118. in the Establishment of Clerks and Officers of the Court of Session and Court of Commissioners for Teinds in Scotland, and to reduce the Fees payable in those Courts, Two Clerks of the Bills were appointed, who have had the Charge of the Bill Chamber Department, and the Office of One of the said Clerks has since become vacant by Death: And whereas it has been found in practice that the Business of the Bill Chamber cannot be conveniently conducted in Two Departments under Two separate Clerks, and it is expedient that in future the Duties of the Office should be executed by One Clerk: Be it therefore enacted by the Queen's Most Excellent Majesty, by and with the Advice and Consent of the Lords Spiritual and Temporal, and Commons, in this present Parliament assembled, and by the Authority of the same, as follows:

Two Clerks

and Duties

I. The Office of One of the Clerks of the Bills in the Office of Bill Chamber of the Court of Session in Scotland, now One of the vacant, shall be abolished; and there shall in future be of the Bills only One Clerk of the Bills, who shall be responsible for abolished, the reputed Solvency of Cautioners, and for consigned in future to Money, and shall discharge in Person all the Duties at- be pertached to the Office, and the remaining Clerk of the Bills One Clerk. shall be the Clerk of the Bills under this Act.

formed by

Clerk and

II. It shall be lawful for Her Majesty, Her Heirs and Assistant Successors, to appoint an Assistant Clerk of the Bills, and Ordinary Two Ordinary Clerks, to aid in the Performance of the Clerks to Duties of the Office; and such Assistant Clerk shall act be ap

d

pointed.

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