Sect. 5. Power to reduce capital by the 40 & 41 Vict. c. 26, s. 5. notice and without any certificate as to creditors. In re New Quebrada Railway Co., W.N. (1888) 233, petition was allowed to come on, on one advertisement only (of presentation and hearing) being published in three papers. When the petition has not been advertised, the use of the words "and reduced" for a time will hardly ever be dispensed with: per North, J., In re Walker & Lomax, W.N. (1888) 26. But see In re Hudson Bros., supra, p. 27. Application to dispense with the use of the words "and reduced" till hearing must be supported by affidavit: per Kay, J., Maxim Weston Electric Co., W.N. (1888) 211. Return of paid-up capital, subject to recall, has been allowed: per Kay, J., In re Fore Street Warehouse Co., W.N. (1888) 155. And see generally notes to ss. 42-51" Companies Act." This Act is to be construed as one with the " Companies Act"; and the jurisdiction of the Court in confirming reductions is by that Act discretionary, s. 44; and a Judge is not bound to sanction a reduction: In re Direct Spanish Telegraph Co., 34 Ch. D. 307. 5. Any company limited by shares may so far modify the cancellation of conditions contained in its memorandum of association, if authorised so to do by its regulations as originally framed or as altered by special resolution, as to reduce its capital by cancelling any shares which, at the date of the passing of such resolution, have not been taken, or agreed to be taken, by any person; and the provisions of the "Companies Act" shall not apply to any reduction of capital made in pursuance of this section. Reception of certified copies of documents as 6. And whereas it is expedient to make provision for the legal evidence. reception as legal evidence of certificates of incorporation other 40 & 41 Vict. c. than the original certificates, and of certified copies of or 37 Vict. No 19. 26, s. 6. extracts from any documents filed and registered under the "Companies Acts of 1874 and 1888" Be it enacted, that any certificate of the incorporation of any company given by the Registrar, or by any Assistant Registrar for the time being, shall be received in evidence as if it were the original certificate; and any copy of or extract from any of the documents or part of the documents kept and registered at any of the offices for the registration of Joint Stock Companies in England, Scotland, or Ireland, or in any of the Australian Colonies, if duly certified to be a true copy under the hand of the Registrar or one of the Assistant Registrars for the time being, and whom it shall not be necessary to prove to be the Registrar or Assistant Registrar, shall, in all legal proceedings, civil or criminal, and in all cases whatsoever, be received in evidence as of equal validity with the original document. Repeal THE COMPANIES (EXTRA-COLONIAL REGISTERS) ACT.* 48 VICT. No. 14. An Act to authorise Companies registered under the "Companies [Assented to 24th September, 1884.] WHEREAS many companies registered under the "Companies Preamble. Act" carry on business in the United Kingdom and elsewhere out of New South Wales, and dealings in their shares there are frequent, but delay and expense are occasioned by reason of the absence of legal provision for keeping local registers of their members: Be it therefore enacted by the Queen's Most Excellent Majesty, by and with the advice and consent of the Legislative Council and Legislative Assembly of New South Wales, in Parliament assembled, and by the authority of the same, as follows :— 1. This Act may be cited for all purposes as the "Companies short title. Extra-Colonial Registers Act of 1884." 46 & 47 Vict. c. 30, s. 1. whose Power to keep Registers. United by its 2. Any company registered in New South Wales, objects comprise the transaction of business in the Kingdom or elsewhere, may, if authorised so to do regulations as originally framed or as altered by special resolution, cause to be kept in the United Kingdom and in any place elsewhere within the Queen's Dominions in which it transacts business a branch register of the members there resident. Extra-Colonial 46&47 Vict. c. 30, s. 3 (1). trar of Joint nies. 3. The company shall give to the Registrar of Joint Stock Notice to Regis Companies notice of the situation of every office where any such Stock Compabranch register (in this Act called an Extra-Colonial Register) 46 & 7 Vict. c. is kept, and of any change therein, and of the discontinuance of any such office in the event of the same being discontinued. *This Act corresponds with the English " Companies (Colonial Registers) Act, 1883;" 46 & 47 Vict. c. 30; and references to the corresponding sections of that Act are given in the margin. There are, of course, differences in the two Acts, ex necessitate, the English Act providing for registers in the colonies, and the N.S.W. Act for registers in England, as well as in the other colonies. There are also other differences; and in considering any decisions that may hereafter be given on the English Act, the two Acts should be compared. For the English Act see Buckley, pp. 570–572. 30, s. 3 (2). REGISTERS) ACT. Sect. 4. kept or closed, &c. 46 & 47 Vict. c. 30, s. 3 (3). 4. An Extra-Colonial Register shall, as regards the particulars Registers how entered therein, be deemed to be part of the company's register of members, and shall be evidence of all particulars entered therein. Every such register shall be kept in the manner provided by the "Companies Act," except that the advertisement mentioned in section thirty-one of the Act shall be inserted in some newspaper circulating in the district wherein the register to be closed is kept. Ss. 30 and 33 of "Companies Act" extended. 30, s. 3 (3). C. 5. Sections thirty and thirty-three of the said Act shall 46 & 47 Vict. c. equally apply to entries in Extra-Colonial Registers as to entries in the register of the company kept in New South Wales, and the Supreme Court and its Judges shall have the same jurisdiction in respect of entries in such Extra-Colonial Registers as by those sections is provided with respect to entries in the New South Wales Register. Duplicates of registers, &c. 30, s. 3 (4). 6. The company shall cause to be transmitted to its registered 46 8,47 Vict. office a copy of every entry in its Extra-Colonial Registers as soon as may be after such entry is made, and shall keep at such office entered up from time to time duplicates of such registers. The provisions of section thirty of the "Companies Act" shall apply to every such duplicate, and such duplicate shall for all the purposes of the Act be deemed to be part of the register of members of the company. Extra-Colonial shares to be distinct. 46 & 47 Vict. c. 30, s. 3 (5). Discontinuance of any register. 30, s. 3 (6). 7. Subject to the provisions of this Act with respect to duplicate registers, the shares registered in an Extra-Colonial Register shall be distinguished from the shares registered in the principal register, and no transaction with respect to a share registered in an Extra-Colonial Register shall, during the continuance of the registration of such share therein, be registered in any other register. 8. The company may discontinue any Extra-Colonial Register, 46 & 47 Vict. c. and thereupon all entries in that register shall be transferred to some other register kept by the company in the same place or district, or to the register of members kept at the registered office of the company. Companies may make regulations. 9. Subject to the provisions of this Act, any registered 25 & 26 Vict. c. Company may by special resolution make such provisions as it shall think fit respecting the keeping of Extra-Colonial Registers. 30, s. 3 (8). RULES OF COURT. Made by their Honours the Chief Justice and the Judges of the [These Rules were published in the Government Gazette on In the Supreme Court of New South Wales. Nov., 1862. IN pursuance of the powers given by the "Companies Act" (a) Gen. Order, and of all other powers and authorities enabling us in that behalf, we do order and direct in manner following. (a) s. 221, supra, p. 109. These Rules are composed of the Eng. RR. under Gen. Order, Nov., 1862, and Gen. Order, March, 1868, the latter dealing with the reduction of capital. Petition to wind-up Company (a). tion. "Nov. 1862, R. 1, 1. Every petition for the winding-up of any company by the Title of petiCourt, or subject to the supervision of the Court, and all notices, Gen. Order, affidavits, and other proceedings under such petition shall be and Gen. Order, intituled in the matter of the "Companies Act," and of the company in question. Buckley, p. 609. (a) Supra, s. 134, p. 66, s. 198, p. 95. For form of petition see form 67 infra, a creditors' petition. Mar. 1868, R. 1. 2. Every such petition shall be advertised seven clear days Advertisement before the hearing, as follows: (1) In the case of a company whose registered office (a), or if there shall be no such office, then whose principal, or last known principal place of business is or was situate within 15 miles from the General Post Office, once in the Government Gazette, and once at least in two Sydney daily morning newspapers. of petition, Gen. Order, Nov. 1862, R. 2. Rule 3. Service of petition. Geu. Order, Nov., 1862, R. 3. (2) In the case of any other company, once in the Government Gazette, and once at least in two local newspapers circulating in the district where such registered office, or principal, or last known principal place of business, as the case may be, of such company is or was situate. The advertisement (b) shall state the day on which the petition was presented, and the name and address of the petitioner, and of his solicitor and Sydney agent (if any). Buckley, pp. 610, 611. (a) s. 71, supra, p. 41. (6) Form 1, in Sch., infra. This rule may, under special circumstances, be relaxed by virtue of R. 51, infra. In England it has been held that the seven days may be counted in vacation : London India Rubber Co., 14 L.T. 316. Where the petitioner had died on the 8th June, and an order for winding-up was made on the 9th June, an order for revivor was made in November nunc pro tunc, and a fresh order for winding-up the company was made: Commercial Bank of London, In re, W.N. (1888) 214, 234. Where a winding-up petition had been presented and advertised, and a winding-up order made thereon, under the name of the "Newcastle Machinists Co. Ltd.," and the proper registered title was the " Newcastle-upon-Tyne Machinists Co. Ltd.," Kay, J., allowed the petitioner to amend the petition and order by correcting the title, and confirmed the order subject to an affidavit being produced to the registrar, that there was no other company of the same or a similar name; and further advertisements were dispensed with: Newcastle Machinists Co., In re, W.N. (1888) 246. 3. Every such petition shall, unless presented by the company, be served at the registered office (a), if any, of the company, and if no registered office, then at the principal, or last known principal place of business, of the company, if any such can be found, upon any member, officer, or servant of the company there, or in case no such member, officer, or servant can be found there, then by being left at such registered office or principal place of business, or by being served on such member or members of the company as the Court may direct; and every petition for the winding-up of a company subject to the supervision of the Court (b), shall also be served upon the liquidator (if any) appointed for the purpose of winding-up the affairs of the company. This rule is directory only, and service at the office of the solicitor, who |