Audit.

Table A.
Art. 83.

Auditors;

83. Once at the least in every year, the accounts of the company shall be examined and the correctness of the balancesheet ascertained, by one or more auditor or auditors.

appointment of. 84. The first auditors shall be appointed by the directors; subsequent auditors shall be appointed by the company in general meeting.

85. If one auditor only is appointed, all the provisions herein contained relating to auditors shall apply to him.

86. The auditors may be members of the company; but no person is eligible as an auditor who is interested otherwise than as a member in any transaction of the company; and no director or other officer of the company is eligible during his continuance in office.

87. The election of auditors shall be made by the company at their ordinary meeting in each year.

88. The remuneration of the first auditors shall be fixed by the directors; that of subsequent auditors shall be fixed by the company in general meeting.

89. Any auditor shall be re-eligible on his quitting office.

any

90. If casual any vacancy occurs in the office of auditor appointed by the company, the directors shall forthwith call an extraordinary general meeting for the purpose of supplying the

same.

91. If no election of auditors is made in manner aforesaid the Registrar may, on the application of not less than five members of the company, appoint an auditor for the current year, and fix the remuneration to be paid to him by the company for his

services.

In England the appointment here mentioned is by the Board of Trade. 92. Every auditor shall be supplied with a copy of the balancesheet, and it shall be his duty to examine the same, with the accounts and vouchers relating thereto.

In Leeds Estate B. & I. Society v. Shepherd, 36 Ch. D. 787, it was held that it is the duty of the auditor in auditing the accounts of the company not

to confine himself to verifying the arithmetical accuracy of the balance-sheet, Table A. but to inquire into its substantial accuracy, and to ascertain that it contained Art. 96. the particulars specified in the articles of association, and was properly drawn up so as to contain a true and correct representation of the company's affairs; and it was accordingly held that as certain improper payments by the directors were the natural and immediate consequence of breach of duty on the part of the manager and the auditor, they were liable in damages to the amount so paid.

93. Every auditor shall have a list delivered to him of all books kept by the company, and shall at all reasonable times have access to the books and accounts of the company; he may, at the expense of the company, employ accountants or other persons to assist him in investigating such accounts, and he may in relation to such accounts examine the directors or any other officer of the company.

94. The auditors shall make a report to the members upon the balance-sheet and accounts, and in every such report they shall state whether, in their opinion, the balance-sheet is a full and fair balance-sheet containing the particulars required by these regulations, and properly drawn up so as to exhibit a true and correct view of the state of the company's affairs, and, in case they have called for explanations or information from the directors, whether such explanations or information have been given by the directors, and whether they have been satisfactory; and such report shall be read, together with the report of the directors, at the ordinary meeting.

Notices.

notices.

95. A notice may be served by the company upon any member service of either personally or by sending it through the post in a prepaid letter addressed to such member at his registered place of abode.

96. All notices directed to be given to the members shall, with respect to any share to which persons are jointly entitled, be given to whichever of such persons is named first in the register of members; and notice so given shall be sufficient notice to all the holders of such share.

Table A.
Art. 97.

By post.

97. Any notice, if served by post, shall be deemed to have been served at the time when the letter containing the same would be delivered in the ordinary course of the post; and in proving such service it shall be sufficient to prove that the letter containing the notices was properly addressed and put into the post office.

TABLE OF FEES to be paid to the REGISTRAR OF JOINT STOCK COMPANIES by a company having a capital divided into shares.

£ s. d.

For registration of a company whose nominal capital does not exceed
£1,000 a fee of......

5 0 0

For registration of a company whose nominal capital exceeds £1,000
the above fee of £5 with the following additional fees regulated
according to the amount of nominal capital (that is to say).

For every £1,000 of nominal capital or part of £1,000
after the first £5,000 up to £100,000

For every £1,000 of nominal capital or part of £1,000
after the first £100,000

£ s. d.

05 0

0 1 0
For registration of any increase of capital made after the first regis-
tration of the company the same fees per £1,000 or part of a
£1,000 as would have been payable if such increased capital had
formed part of the original capital at the time of registration.
Provided that no company shall be liable to pay in respect of nominal
capital on registration or afterwards any greater amount of fees
than £50 taking into account in the case of fees payable on an
increase of capital after registration the fees paid on registration.
For registration of any existing company except such companies as
are by this Act exempted from payment of fees in respect of
registration under this Act the same fee as is charged for
registering a new company.

For registering any document hereby required or authorised to be
registered other than the memorandum of association...
For making a record of any fact hereby authorised or required to be
recorded by the Registrar of Companies a fee of

TABLE C (b).

050

050

TABLE OF FEES to be paid to the REGISTRAR OF JOINT STOCK COMPANIES by a
company not having a capital divided into shares.

For registration of a company whose number of members as stated in
the articles of association does not exceed twenty......
For registration of a company whose number of members as stated in
the articles of association exceeds twenty but does not exceed
one hundred....

For registration of a company whose number of members as stated in
the articles of association exceeds one hundred but is not stated
to be unlimited the above fee of £5 with an additional 58. for
every fifty members or less number than fifty members after the
first hundred.

For registration of a company in which the number of members is
stated in the articles of association to be unlimited a fee of
For registration of any increase on the number of members made
after the registration of the company in respect of every fifty
members or less than fifty members of such increase
Provided that no one company shall be liable to pay on the whole a
greater fee than £20 in respect of its number of members taking
into account the fee paid on the first registration of the company.
For registration of any existing company except such companies as
are by this Act exempted from payment of fees in respect of
registration under this Act the same fee as is charged for regis-
tering a new company.

£ s. d.

200

500

20 0 0

050

For registering any document hereby required or authorised to be
registered other than the memorandum of association........ ..... 0 5 0
For making a record of any fact hereby authorised or required to be
recorded by the Registrar of Companies a fee of.......

050