number of shares held by each shareholder on the first CHAP. 127. day of the month of January in each year, certified under the hands of the president and secretary of the company, shall be filed in the month of January, in each year, in the registry of deeds for the county of Halifax, and in the registry of deeds for the registration district in which such company has its chief place of business within the province. (2.) Every such certificate shall contain the names of the shareholders and the number of shares held by each of them respectively on the first day of the month in which the certificate is filed, and it shall not be necessary to file any other certificate or transfer thereof. 1893, c. 5, s. 1. be inspected by 16. The books and accounts of every such company SO Books, &c., may doing business within the province shall at all times be open Governor-into the inspection of such person as the Governor-in-Council Council. appoints to inspect the same. 1893, c. 5, s. 1. is 17. Whenever by any charter or Act of incorporation it" Arbitration provided that any dispute or matter of controversy in Act" to apply. which the corporation is interested or any damages to which it is liable shall be settled or ascertained by arbitration, such provision shall be deemed a "submission to arbitration" within the meaning of that expression in "The Arbitration Act." R. S., c. 78, s. 17. 18-(1.) Every company not incorporated by or under Foreign comthe authority of an Act of the legislature of Nova Scotia pany to file which carries on business in Nova Scotia, having gain for its (a) the corporate name of the company; (b) how and under what special or general Act the (c) where the head office of the company is situated; (e) the amount of stock subscribed or issued and the (f) the nature of each kind of business the company (g) the names of the directors and officers of the com- statement. CHAP. 127. (2.) Such company shall also transmit to the Provincial Secretary in the month of January in each year a statement shewing all changes in the directors, officers and agents of officers, &c., to such company that have taken place during the preceding changes in directorate be filed. year. (3.) Every company which fails to comply with the provisions of this section shall be liable to a penalty of ten dollars for every day during which such default continues, and every director, manager, secretary, agent, traveller or salesman of such company, who with notice of such default transacts within Nova Scotia any business whatever for such company, shall for each day on which he so transacts such business be liable to a penalty of ten dollars, to be recovered as a private debt by any person or corporation suing therefor. (4.) The Governor-in-Council may, after such statement has been received by the Provincial Secretary, relieve in whole or in part any company or person from any penalty incurred by reason of default in transmitting the same. 1898, c. 57, ss. 1, 2, 3, 4. 19. The provisions of this Chapter shall not apply to any company incorporated under the Nova Scotia Joint Stock Companies' Act, or the Nova Scotia Companies' Act. R. S., c. 78, s. 21. CHAP. 182. CHAPTER 128. OF JOINT STOCK COMPANIES.* NOTE. In this Chapter the references C. A. refer to the English Companies' Act of the year mentioned. R. S., c. 79, refers to the Revised Statutes of N. S., 5th series, Chapter 79. SHORT TITLE. 1. This Chapter may be cited as the "Nova Scotia Com- Short Title. panies' Act." INTERPRETATION. 2. In this Chapter, unless the context otherwise Interpretation. requires : (a) the expression "company" means any joint stock "Company.” company incorporated or about to be incorporated under this Chapter; (b) the expression "registrar" means the registrar of "Registrar." REGISTRAR. and duties. 3-(1.) The Governor-in-Council may from time to time Registrar. appoint a person to be Registrar of Joint Stock Companies for Appointment purposes of this Chapter. Such person shall hold office during pleasure, and shall be paid such salary as the Governor-in-Council determines. (2.) It shall be the duty of the registrar to enforce compliance with the several provisions, regulations and stipulations in this Chapter contained, or any regulations or stipulations made thereunder, but such duty shall not affect the right of any other person to compel compliance with the same. (3.) The Governor-in-Council may from time to time Seals. direct a seal or seals to be prepared for the authentication of any documents required for or connected with the registration of companies. Chapter 79 of the Revised Statutes, 5th Series, entitled "Of the Incorporation of Joint Stock Companies by Letters Patent," has not been been reprinted in this Revision. repealed, but having been practically superseded by this Chapter, has not The Acts amending the above Chapter are:-1885, c. 18; 1886, c. 30 ; 1889, c. 42; 1890, c. 35; 1892, c. 36; 1893, c. 36; 1894, c. 21; 1897, c. 26; 1897, c. 27; 1898, c. 57. CHAP. 128. General rules. Division of Memorandum of association. (4.) Every person may inspect the documents kept by the registrar; and there shall be paid for such inspection such fees as are appointed by the Governor-in-Council, not exceeding twenty-five cents for each inspection; and any person may require a certificate of the incorporation of any company, or a copy or extract of any other document or any part of any other document, to be certified by the registrar; and there shall be paid for such certificate of incorporation, certified copy or extract, such fees as the Governorin-Council appoints, not exceeding one dollar for the certificate of incorporation, and not exceeding ten cents for each folio of such copy or extract. GENERAL RULES. 4. The Governor-in-Council may from time to time by Order-in-Council make and establish such general rules and orders not inconsistent with this Chapter, as from time to time to him appear necessary or expedient for the purpose of giving full effect to the provisions of this Chapter, or any or either of them, and for prescribing the course to be adopted in the course of official business under this Chapter, aud the forms to be used therein. All such general rules and orders shall, after the making thereof, be published in the Royal Gazette, and shall thereupon have the force of law until amended, altered or revoked. DIVISION OF CHAPTER. 5. This Chapter is divided into five parts, relating to the following subject matters: Part One.-To the constitution and incorporation of companies under this Chapter. Part Two-To the distribution of the capital and liability of members of companies under this Chapter. Part Three.--To the management and administration of companies under this Chapter. Part Four.-To the prospectus of companies and the liability of directors and promoters in respect thereto. Part Five.-To the application of this Chapter to existing companies. PART ONE. CONSTITUTION AND INCORPORATION. MEMORANDUM OF ASSOCIATION. any lawful 6. Any three or more persons asssociated for purpose, except the formation of a banking, loan or trust company, may, by subscribing their names to a memorandum of association and otherwise complying with the requisitions CHAP. 128. of this Chapter in respect to registration, form an incorporated company with or without limited liability. 6. R. S., c. 79, s. 3. C. A., 1862, s. 7. The liability of the members of a company formed Liability of under this Chapter may, according to the memorandum of members. association, be limited either to the amount, if any, unpaid on the shares respectively held by them, or to such amount as the members respectively undertake by the memorandum of association to contribute to the assets of the company in the event of its being wound up. C. A., 1862, s. 7. memorandum of where liability 8. Where a company is formed on the principle of having Contents of the liability of its members limited to the amount unpaid on association their shares, hereinafter referred to as a company limited by limited." shares, the memorandum of association shall contain the following things, that is to say : (1.) The name of the proposed company, with the addition of the word "limited" as the last word of such name. (2) The place within the province of Nova Scotia at which the registered office of the company is proposed to be situated. (3.) The objects for which the proposed company is to be established. (4) A declaration that the liability of the members is limited. (5.) The amount of capital with which the company proposes to be registered, divided into shares of a certain fixed amount. (6.) The time of existence of the proposed company, if it is intended to procure incorporation for a limited period only. Subject to the following regulations: (1.) That no subscriber shall take less than one share. (2.) That each subscriber of the memorandum of association shall write opposite to his name the number of shares he takes, together with his address and calling. C. A., 1862, s. 8. 6 limited by guarantee. Where a company is formed on the principle of having where company the liability of its members limited to such amount as the members respectively undertake to contribute to the assets of the company in the event of the same being wound up, hereinafter referred to as a company limited by guarantee, the memorandum of association shall contain the following things, that is to say: |