in articles, s. 86.

unalterable, s.

change of, s. 72.

name, s. 12.

annexed to, or embodied in, every copy of articles of association Chap. I. that may be issued after the passing of the resolution (s. 86). and embodied The memorandum of association can only be altered in certain Memorandum particulars (s. 11 and notes thereto). The registered office of 11. Registered the company, which every company must have (s. 71), may be office, s. 71; changed, notice being given to the Registrar (s. 72). The name Change of of the company may be changed by special resolution, and with the sanction of the Governor in Council (s. 12); and notice of such change must be given to the Registrar (ib.). Under the powers of the articles, as originally framed, or as altered by special resolution, a company limited by shares may increase its Increase of capital by the issue of new shares; consolidate and divide its 11. capital into shares of larger amount than its existing shares; convert its paid-up shares into stock (s. 11); notice of any which matters must be given to the Registrar (ss. 26, 32). company may also, by special resolution, reduce its capital Reduction, ss. (ss. 42-51); but on this subject see the chapter on reduction, infra.

or

capital, &c., S.

of Notice to be

given to Regis

A trar, ss. 26, 32.

42-51.

shares, s. 52.

It may also, by special resolution, subdivide its shares into Subdivision of shares of smaller amount, provided that the proportion between the amount paid, and the amount unpaid on each share, remains as before (s. 52); and every copy of the memorandum of association issued after the passing of such resolution, should state the number and amount of shares in accordance with such resolution (s. 53); and it is conceived that notice of such subdivision should be given to the Registrar. The company may also, by special resolution, make the liability of its Directors' directors unlimited, and a copy of such resolution is to be annexed to the memorandum (s. 41); and notice of this also, it is conceived should be given to the Registrar. All these alterations (save that of change of office and change of name) may be made only under the authority of the articles as originally framed, or as altered by special

resolution.

liability, s. 41.

Name to be

The company must have a registered office (s. 71), which it may change (supra). It must keep its name painted outside its office, and must put its name on all notices, &c., of the company and used, ss. 73, (ss. 73, 74).

affixed to office:

74.

Chap. I.

Register of members, s. 23.

Annual list, s.

24.

Closing register, s. 31.

Register of mortgages, s. 75.

Register of officers, s. 77.

Banking com.

pany, statement of debts and assets, s. 76.

Every company must keep a register of members, containing the names and addresses of the members, the shares held by each member distinguished by number, and the amount paid-up on them, the date at which the name of a person was entered on the register, and the date at which he ceased to be a member (s. 23); and registers may be kept at places out of the colony. See the "Companies (Extra-Colonial) Registers Act," supra.

Every company having a capital divided into shares must, within three weeks after the annual general meeting (or the first such meeting, if two are held), make up a list of all persons, members of the company, on the fourteenth day succeeding such general meeting, giving the names, addresses, and occupations of each member, and the number of shares held by him ; and shall at the same time make up a summary containing the particulars mentioned in s. 24; and a copy of such list and summary is to be sent to the Registrar within seven days after such fourteenth day (ib). No notice of trust can be entered on the register (s. 28); the register is to kept at the registered office of the company, and must be open daily for inspection in business hours (s. 30); but the register may be closed for thirty days in each year, notice of its closing being given by advertisement in some newspaper circulating in the district where the registered office is situated (s. 31).

Every company must keep a register of all mortgages and charges specifically affecting property of the company, and shall enter in such register in respect of each mortgage or charge a short description of the property mortgaged or charged, the amount of charge created, and the names of the mortgagees or persons entitled to such charge; and this register is to be open to inspection by creditors and members of the company (s. 75).

Every company not having a capital divided into shares, must keep at its registered office a register containing the names, addresses, and occupations of its directors or managers, and must notify to the Registrar any change in such persons (s. 77). Every limited banking company, and every deposit, provident, and benefit society under the Act, must, before it commences business, and also on the first Monday in February and the first Monday in August in each year, make a statement in the Form

D., Sch. I., to the Act, which it must put up in a conspicuous Chap. I. place in its office, and in every branch office (s. 76). A company may be wound-up (as well as for other reasons) if its number of members is less than seven (s. 131), and in such a case its Members remembers become individually liable for its debts (s. 80), if than seven, s. business is carried on for six months after the number of members falls below seven.

duced to less

131, s. 80.

company, s. 68.

A company may contract in the same manner (as regards the Contracts by form of the contract) as a private person (s. 68), and may appoint an attorney to execute deeds (s. 87); persons making, or accepting, &c., pro. notes or bills of exchange on its behalf, must take care that the name of the company appears on them, or they will themselves be personally liable on the notes, &c. (s. 74). Minutes of all resolutions and proceedings of general meetings Minutes of of the company, and of directors or managers of the company, must be kept and duly entered in books for the purpose, and signed by the chairman of the meeting, or of the next succeeding meeting (s. 98).

meetings, s. 98.

II.-REDUCTION OF CAPITAL.

Act," 1888.

Any company limited by shares may reduce its capital under Power to reduce the provisions of the "Companies Act "*; and the "Amending Act" (1888) now declares that the word "capital" used in the "Companies Act" is to include paid-up capital, and that "Companies the power to reduce capital conferred by that Act is to be taken to include power to cancel lost capital, or any capital unrepresented by available assets, or to pay off any capital which may be in excess of the wants of the company; and paid-up capital may be reduced with or without extinguishing or reducing the liability (if any) remaining on the shares of the company; and such liability is preserved to the extent to which it is not extinguished or reduced (s. 3). A company may also, if authorised so to do by its articles as originally framed or as altered, reduce its capital by cancelling any shares which at the date of the

*See in addition to cases cited under s. 42, In re Gatling Gun Co., W.N. (1890) 27.

"Companies Act," ss. 42-51.

Petition, s. 44,

Words "and

Chap. II passing of a resolution so to reduce the capital have not been taken, or agreed to be taken, by any person (s. 5, Act of 1888); and this by resolution merely, without the sanction of the Court. Ss. 42-51 deal with reduction; and provide that in the case of: a company authorised by its regulations as originally framed, the capital may be reduced by special resolution; but if not so authorised, the articles (regulations) must first be altered by special resolution so as to give the required authority; then a further special resolution is required to effect the reduction (s. 42); but no resolution for reduction is to take effect until an order of . the Court sanctioning the reduction has been obtained, and. registered by the Registrar. In order to obtain this sanction, a R. 64, Form 104. petition is presented to the Court for an order confirming such resolution (s. 44, R. 64, Form 104). It is convenient, as in the form given, to embody the minute proposed to be registered in the petition, and then to refer to it in the order. After the passing of the resolution for reduction, the company must add to reduced," s. 43. its name the words " and reduced" as part of its name till such period as the Court shall direct (s. 43), except in cases coming Act of 1888, s. 4. under s. 4 of the Act of 1888, as to which see infra. The next Application to step after presentation of the petition is to apply to the Court, ex parte, by summons in chambers (R. 66) for directions as to the proceedings to be taken for settling the list of creditors entitled (as defined by s. 45) to object to the proposed reduction, and the Court that is, the Chief Judge-will upon that summons make an Order, Form 56. order (Form 56), fixing the date (s. 45) with reference to which the list of creditors is to be made out, directing what notices (Form 57) of the petition shall be published (R. 67), and fixing a day on which a list of the creditors of the company is to be filed in the Master's office (R. 68). The list will be verified by affidavit (Form 58), made by some officer of the company (R. 68); the list and an office copy of the affidavit are to be left at the "chambers of the Judge." This direction seems to be copied per incuriam from the English order of March, 1868 (R. 6). Copies of this Copies of list to list of creditors, giving the total amount due to the creditors and of company and their names and addresses, but omitting the amounts due to them respectively (unless the Judge otherwise direct), shall be kept at the registered office of the company, and of their solicitors

settle list of creditors, R. 66.

Notice of petition and

order, Form 57.

be kept at office

open to inspection, R. 70.

and Sydney agents; and are to be open to inspection by any Chap. II. one (R. 70).

1888, s. 4.

But if the proposed reduction does not involve either the Under Act of diminution of any liability in respect of unpaid capital, or the payment to any shareholder of any paid-up capital, the creditors of the company are not, unless the Court otherwise direct, entitled to object, or required to consent, to the reduction (s. 4, Act of 1888); in which case none of these provisions for settling the list of creditors, obtaining their consent, &c., need be complied with ; nor need the company use the words "and reduced" till the hearing, and advertisements and the use of these words may be altogether dispensed with, on application which may be made at the hearing (s. 4, ib., and notes thereto).

creditors, R. 71

In other cases, however, after filing the affidavit of the list of Notice to creditors above referred to, the company within seven days must Form 59. send to each creditor a notice (Form 59) in terms of R. 71, stating, among the other matters there mentioned, the time within which, if he claims to be a creditor for a larger amount, he must send in his name and address, the particulars of his claim, and the name and address of his solicitor, to the solicitor of the company, that time having been fixed by the Judge on previous application by summons ex parte.

Form 60.

claims, R. 73,

Notice (Form 60) of the list of creditors filed under R. 68, Advertisement must, after the filing of the affidavit required by that rule, be published at such times and in such newspapers as the Judge directs (R. 72); such direction may be obtained on summons ex parte in chambers, and conveniently at the same time as the direction as to time required under R. 71. The person to whom the particulars of debts or claims are by the notices under RR. 71, 72, required to be sent in should file an affidavit (Form 61) Affidavit of within such time as the Judge shall direct, stating the result of Form 61. such notices, and verifying a list containing the names and addresses of persons who have sent in claims; and a competent officer of the company should join in such affidavit and distinguish the debts and claims which are admitted or wholly or partially disputed by the company (R. 73); and the list and an office copy of the affidavit are to be left at the "chambers of the Judge" within such time as the Judge directs.

♦