herein on the day of day of : last past coming on for hearing this day Form 108. before the Honourable William Owen, Primary Judge in Equity of this Court, and upon hearing of counsel for the petitioning company, and upon reading the said petition and the affidavit of sworn and filed on the day of last past, and his Honour not requiring any notice to creditors or advertisement of any notice that the petition was appointed to be heard this day. This Court doth order that the cancellation and reduction of the capital of the company resolved on and effected by the special resolution passed and confirmed at the extraordinary general meetings of the company held respectively on the day of and the last past, which resolution was in the words and figures following:"That the capital of the company, which now stands at £75,000, divided into 75,000 shares of £1 each, fully paid-up, be reduced to £60,000, divided into 75,000 shares of 16 shillings each, fully paid-up, and that such reduction be effected by cancelling the present paid-up capital to the extent of 4 shillings per share, the liability in respect of which 4 shillings per share shall be extinguished, be and the same is hereby confirmed. And it is ordered that the addition of the words 'and reduced' to the title of the said company be hereby altogether dispensed with. And it is further ordered that notice of the registration of this order and of the said minute be published, &c. And the Court doth hereby approve of the minute set forth in the schedule hereto. And it is ordered that this order be produced to the Registrar of Joint Stock Companies, and that an office copy thereof be delivered to him, together with the said minute in the words and figures or to the effect set forth in the schedule hereto. THE SCHEDULE. The capital of the Company, Limited, is from henceforth £60,000. divided into 75,000 shares of 16 shillings each, on which the sum of 16 shillings has been and is to be deemed paid-up instead of the previously reduced capital of £75,000, divided into 75,000 shares of £1 each, with £1 per share paid-up. No. 107. The capital of the West Cumberland Iron and Steel Company, Limited and Form of minute to be registered, Reduced, is from henceforth £360,000, divided into 24,000 shares of £15 each, on s. 47, "Compa. which the sum of £14 has been and is to be deemed paid-up, instead of the nies Act," and original capital of £600,000, divided into 24,000 shares of £25, with £24 per share 8. 4, Act of 18 88 paid-up. [W.N. (1888) 54.] No. 108. New South Wales, } (To wit). without the Whereas, it has been proved to the Governor and Executive Council that the Form of license Company, which is about to be registered under the " Companies Acts ❞ to register of 1874 and 1888, as an association limited by [guarantee or shares] is formed for word "limited." the purpose of promoting objects of the nature contemplated by the 54th section of the first-mentioned Act, and that it is the intention of the said association that the income and property of the association whencesoever derived, shall be applied solely towards the promotion of the objects of the association as set forth in the memorandum of association, and that no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus, or otherwise howsoever by way of profit to the persons who at any time are or shall be, or have been members of the association, or to any of them, or to any persons claiming through any of them. Now, therefore, the Governor, by and with the advice of the Executive Council, in pursuance of the powers vested in him by the said section 54 of the "Companies Act" of 1874, and of any other powers thereunto enabling him, and in consideration of the provisions and subject to the conditions contained in the memorandum of association, a copy of which verified by the signature of [a director of the company' Form 109. have been produced, doth by this license direct the Signed this day of Company to be registered to the name. A.D. No. 109. Colonial Secretary. (To wit). New South Wales, } Form of license to hold more Whereas, the of land. Company, Limited, being an association formed under the than two acres provisions of the "Companies Act" for the purpose of promoting [art, or commerce], and not for any purpose involving the acquisition of gain by the company or by the individual members thereof, has applied to the Governor and the Executive Council for power to hold certain land, being more than two acres in extent. Now, therefore, the Governor, by and with the advice of the Executive Council, doth hereby, in pursuance of the powers vested in him by the 55th section of the said Act, and of all other powers enabling him, license and empower the said Company, Limited, to hold the lands which are described as follows [here insert description of lands], and subject to the conditions following [here insert conditions, if any]. day of A.D. Signed this Colonial Secretary. CHAPTERS. I.—FORMATION OF A COMPANY. [References, except where otherwise expressed, are to the Sections of the "Companies Act, 1874," and to the Rules of Court thereunder of March, 1889 ] unlimited. Companies formed under the "Companies Act" may be either limited or unlimited; and of the former, companies may Limited or be limited either by shares or by guarantee. Very few cases of unlimited companies occur; of limited companies those limited by shares are much the more common. shares or by ss. 7, 8. It is proposed to treat very shortly of the necessary steps in Limited by the formation of a company limited by shares, noticing any guarantee, differences in the case of companies limited by guarantee. The limitation, it may be observed, is of the liability of the individual members of the company, which, in the case of a company limited by shares, is limited to the amount unpaid on the members' shares, and in the case of a company limited by guarantee to the amount which each member undertakes to contribute to the assets of the company in the event of its being wound-up: ss. 7, 8. The number of persons forming a company cannot be less Seven persons, than seven (s. 5); but any seven persons may combine to form a company for any lawful purpose (ib.). Such a purpose is commonly the entering into, acquiring, or carrying on some business, and if, as is usually the case, the public is to be invited to take shares in the proposed company, one of the first steps taken by the persons interested in the formation of the company will probably be the publication of a prospectus, that Prospectus. is to say, a statement of the intention to form a company, the amount of share capital with which it is to be registered, the objects for which it is to be formed, the names of persons acting in the formation of the company as directors, brokers, &c., together with such information as may appear useful to the Chap. I. public in leading them to decide whether or no to apply for shares. The prospectus is commonly issued before the registration of the company; but it is the better course, if seven persons can be found to sign a memorandum of association, to register the company first and to take all subsequent steps in the name of the company; see as to this, infra. Form of prospectus, The prospectus may be in form something as follows:- The Incorporated under the provisions of the "Companies Acts, 1874 and 1888," whereby the liability of a shareholder is limited to the amount of his shares. Capital, £100,000, divided into 100,000 shares of £1 each, payable as follows:-2s. 6d. on application, 2s. 6d. on allotment, the balance when called for. Directors: Bankers : Solicitor : Secretary: Brokers : The company is formed for the purpose, &c. [Here set out a statement of the objects and prospects of the company.] Application for shares may be in the accompanying form, and should be forwarded to the secretary, together with the amount payable on application. Business will be commenced when half the shares have been subscribed. The following contracts have been made, namely : 1. A contract, dated as a trustee for the company. 2. (Other contracts). between A.B. and C.D. Forms of application for shares may be obtained from the secretary. Copies of the contracts above mentioned and of the memorandum and articles of association may be inspected at the office of the company's solicitors. A form of application for shares may be as follows :— Chap. I. Application form. shares I hereby request that you will allot me in the Co., Ltd., and now enclose my cheque for £ being 2s. 6d. per share on the number applied for, and I hereby agree to accept the same or any smaller number that may be allotted to me, and to pay the balance of 2s. 6d. per share on allotment as provided in the prospectus, and I authorise you to register me as the holder of the said shares. Name. Address. Description. company. The objects for which the company is to be formed should be objects of accurately stated; if it afterwards appear that its objects as set out in the memorandum of association differ from those stated in the prospectus, an applicant for shares on the faith of the prospectus will be entitled to decline to take shares in a company registered with different objects. ground for liability of for fraud. All material facts relating to the intended company, its Misstatements, position and prospects should be stated. Misstatements or rescission. concealment of material facts will entitle an applicant for shares to refuse to carry out his contract to take shares, or to have the contract rescinded and his name removed from the list of shareholders, if shares have actually been allotted to him. And the persons whose names appear on the prospectus, if they have Personal in fact authorised its publication, will be personally liable in directors, &c., damages for any statements appearing in the prospectus which they do not bona fide believe to be true. There must be actual fraud shown on the part of the person charged; but he is liable, Derry v. Peek, and actual fraud appears, not only when he makes a statement which is false, and known by him to be so, but also when such a statement is made recklessly and without care whether it be true or false. It is not every person who has seen the false statements and bought shares who has any ground of action, but only 14 App. Cas. 337. |