CHAP. 128. prior to the date of such alteration, or shall repeal, as respects such company, any portion of such table. C. A., 1862, s. 71. PART FOUR. Prospectus. PROSPECTUS LIABILITY OF DIRECTORS AND PROMOTERS. PROSPECTUS. 105. Every prospectus of the company, and every notice inviting persons to subscribe for shares in the company, shall specify the dates and the names of the persons to any contract entered into by the company or the promoters, directors or trustees thereof, before the issue of such prospectus or notice, whether subject to adoption by the directors or the Specific require company, or otherwise; and every prospectus or notice which does not specify the same shall, with respect to any person who takes shares in the company on the faith of such prospectus or notice, and who has not had notice of such contract, be deemed fraudulent on the part of the proinoters, directors, and officers of the company who knowingly issue such prospectus or notice. C. A., 1867, s. 38. ments as to particulars in prospectus. Liability of directors for loss or damages sustained by subscribers by reason of untrue statements in prospectus. Provisos. 106. Where a prospectus or notice invites persons to subscribe for shares in or debentures or debenture stock of a company, every person who is a director of the company at the time of the issue of the prospectus or notice, and every person who having authorized such naming of him, is named in the prospectus or notice as a director of the company, either immediately or after an interval of time, and every promoter of the company, and every person who has authorized the issue of the prospectus or notice, shall be liable to pay compensation to all persons who subscribe for any shares, debentures or debenture stock on the faith of such prospectus or notice for the loss or damage they have sustained by reason of any untrue statement in the prospectus or notice, or in any report or memorandum appearing on the face thereof, or by reference incorporated therein or issued therewith, unless it is proved (a) with respect to every such untrue statement, not purporting to be made on the authority of an expert, or of a public official document or statement, that he had reasonable ground to believe and did up to the time of the allotment of the shares, debentures or debenture stock, as the case may be, believe that the statement was true; and (b) with respect to every such untrue statement purporting to be a statement by or contained in what purports to be a copy or extract from a report or valuation of an engineer, valuer, accountant or other CHAP. 128. (c) with respect to every such untrue statement purporting to be a statement made by an official person, or contained in what purports to be a copy of or extract from a public official document, that it was a correct and fair representation of such statement, or a copy of or extract from such document. Or unless it is proved that having consented to become a director of the company he withdrew his consent before the issue of the prospectus or notice, and that the prospectus or notice was issued without his authority or consent, and that on becoming aware of its issue he forthwith gave reasonable public notice that it was so issued without his knowledge or consent, or that after the issue of such prospectus or notice and before allotment thereunder he, on becoming aware of any untrue statement therein, withdrew his consent thereto, and caused reasonable public notice of such withdrawal and of the reason therefor to be given. definition of. (2.) A promoter in this section and the next preceding Promoter, section means a promoter who was a party to the preparation of the prospectus or notice, or of the portion thereof containing such untrue statement, but does not include any person by reason of his acting in a professional capacity for persons engaged in procuring the formation of a company. (3.) In this section the word "expert" includes any Expert. person whose profession gives authority to a statement definition of. made by him. liable. (4.) Where any company existing at the passing of this cases where Chapter, which has issued shares or debentures, is desirous director not of obtaining further capital by subscriptions for shares or debentures, and for that purpose issues a prospectus or CHAP. 128. notice, no director of such company shall be liable in respect to any statement therein, unless he has authorized the issue of such prospectus or notice, or has adopted or ratified the same. C. A., 1890, s. 3. Liability of directors and others to indemnify per son named as director in a has refused or withdrawn consent. 10%. When any such prospectus or notice as aforesaid contains the name of a person as a director of the company, or as having agreed to become a director thereof, and such prospectus who person has not consented to become a director, or has withdrawn his consent before the issue of such prospectus or notice, or has not authorized or consented to the issue thereof, the directors of the company, except any without whose knowledge or consent the prospectus or notice was issued, and any other person who authorized the issue of such prospectus or notice, shall be liable to indemnify the person named as director of the company, or as having agreed to become a director thereof as aforesaid, against all damages, costs, charges and expenses to which he is made liable by reason of his name having been inserted in the prospectus or notice, or in defending himself against any action or legal proceedings brought against him in respect thereto. C. A., 1890, s. 4. Director or person named as to recover contribution certain cases. in 108. Every person, who by reason of his being a director entitled director or named as a director or as having agreed to become a director, or of his having authorized the issue of the prospectus or notice, has become liable to make any payment under the provisions of this Chapter, shall be entitled to recover contribution, as in case of contract, from any other person, who if sued separately would have been liable to make the same payment. C. A., 1890, s. 5. Application of Chapter to existing companies. passed before presenting petition. PART FIVE. APPLICATION OF CHAPTER TO EXISTING COMPANIES. 109. Any joint stock company at any time before the thirtieth day of March, A.D., 1900, incorporated by a special Act of the legislature of Nova Scotia, or by letters patent issued under the provisions of "The Nova Scotia Joint Stock Companies' Act," being Chapter 79 of the Revised Statutes, fifth series, may apply by petition to the Governor-inCouncil for a certificate of incorporation as a company limited by shares under this Chapter. Resolution to be 110. Before such petition is presented a resolution authorizing the same shall be passed at a meeting regularly called for such purpose by a majority of not less than three-fourths of the members of the company present in person or by proxy in cases in which proxies are allowed by the regulations and by-laws of the company. 111. Such resolution may also authorize the embodying CHAP. 128. in the petition of a prayer that the Governor-in-Council Prayer may will by such certificate, embody in petition that Governor-in such certificate extend powers of company. Increase of capital stock, &c. Further powers. (a) extend the powers of the company, and the Council will by 112. Such petition shall be accompanied by the follow- Documents to ing documents, verified by a statutory declaration by the accompany president, secretary or other officer of the company :— petition. letters patent, (1) A copy of the statute, or letters patent, or other Copy of statute, instrument under which the company is incorporated. &c. (2) A statement showing the nominal capital of the Nominal company, the number of shares into which it is divided, capital, &c. the number of shares taken, and the amount paid on each share. (3) A list showing the names, addresses and occupations Names of of all persons who on a day named in such list, and not members, &c. being more than six clear days before the date of application, were members of the company, with the addition of the shares held by such persons respectively, distinguishing in cases in which shares are numbered each share by its number. (4) The amount of any bonds or debentures issued by Amount f the company, the number of such bonds or debentures, and bonds, the amount of each one of the same. certificate 113. Upon receipt of such petition and other documents Issue of the Governor-in-Council may direct the registrar to issue registrar. to the company a certificate of incorporation under this Chapter, stating the purposes for which the company is incorporated and the amount of capital of the company divided into shares of a certain amount, and thereupon such company shall be incorporated in like manner as if application for the incorporation thereof had been made under this Chapter, and the company shall be registered as a company under this Chapter. incorporation. 114. A certificate of incorporation given at any time to Effect of any company registered in pursuance of this part of this certificate of Chapter shall be conclusive evidence that all the requisitions herein contained in respect to registration under this Chapter have been complied with, and that the company is authorized to be registered under this Chapter as a limited company, and the date of incorporation mentioned in such CHAP. 128, certificate shall be deemed to be the date at which the company is incorporated under this Chapter. All property, real and personal, to pass or vest. Existing rights, 115. All such property real and personal, including all interests and rights in, to and out of property, real and personal, and including obligations and things in action as belong to or are vested in the company at the date of its registration under this Chapter, shall on registration pass to and vest in the company as incorporated under this Chapter for all the estate and interest of the company therein. 116. The registration in pursuance of this part of this &c., not affected. Chapter of any company shall not affect or prejudice the liability of such company to have enforced against it, or its right to enforce, any debt or obligation incurred or any contract entered into by, to, with or on behalf of such company previously to such registration. Actions, &c., 117. All such actions, suits and other legal proceedings to be continued. as at the time of the registration of any company registered in pursuance of this part of this Chapter have been commenced by or against such company or any member thereof, may be continued in the same manner as if such registration had not taken place; nevertheless, execution shall not issue against the effects of an individual member of such company upon any judgment, decree or order obtained in any action, suit or proceedings so commenced as aforesaid; but in the event of the property and effects of the company being insufficient to satisfy such judgment, decree or order, an order may be obtained for winding up the company. Provisions contained in statute, &c., deemed conditions, &c., of company. Provisos. Table A shall not apply, unless adopted by resolution. Numbering of 118. When an existing company is registered under this Chapter in pursuance of this part thereof, except as is otherwise provided by the certificate of incorporation, all provisions contained in any statute, letters patent or other instrument constituting or regulating the company, shall be deemed to be conditions and regulations of the company in the same manner and with the same incidents as if they were contained in a registered memorandum of association and articles of association; and all the provisions of this Chapter shall apply to such company and the members, contributories and creditors thereof in the same manner and in all respects as if it had been formed under this Chapter, subject to the provisions following, that is to say: (1) That table A in the first schedule to this Chapter shall not, unless adopted by special resolution, apply to any company registered under this Chapter in pursuance of this part thereof. (2) That the provisions of this Chapter relating to the shares. |