« EelmineJätka »
from a body of contributories, but impossible in practice, whatever the law may allow, to enforce unlimited or nearly unlimited liability to its fullest
With a view, therefore, to accommodate the law to the practical exigencies of society, section 160 provides that the liquidators may, with the sanction of the court where the company is being wound up by the court or subject to the supervision of the court, and with the sanction of an extraordinary resolution of the company where the company is being wound up altogether voluntarily, compromise all calls and liabilities to calls, debts, and liabilities capable of resulting in debts, and all claims, whether present or future, certain or contingent, ascertained or sounding only in damages, subsisting or supposed to subsist between the company and any contributory or alleged contributory, or other debtor or person apprehending liability to the company, and all questions in any way relating to or affecting the assets of the company or the winding-up of the company, upon the receipt of such sums, payable at such times, and generally upon such terms as may be agreed on, with power for the liquidators to take any security for the discharge of such debts or liabilities, and to give complete discharges in respect of all or any such calls, debts, or liabilities.
In concluding this part, it may be well to notice Power of that, in the course of a winding-up by the court, if it assess appears that any past or present director, manager, against official or other liquidator, or any officer of such com- directors and
pany, has misapplied or retained in his own hands o become liable or accountable for any moneys of th company, or been guilty of any misfeasance or breac of trust in relation to the company, the court may, of the application of any liquidator or creditor or con tributory, notwithstanding that the offence is one fo which the offender is criminally responsible, examin into his conduct, and compel him to repay any money so misapplied or retained, or for which he has becom Halle or accountable, together with interest after suc rate as the court thinks just, or to contribute such sun of money to the assets of the company by way of com pensation as the court thinks just (a).
And power to institute a prosecution against delin quent directors, managers, officers, or members of company is given by sections 167, 168, in the case of winding-up subject to the supervision of the court or of a voluntary winding-up, as well as in the case o a winding-up by the court.
(a) See note to s. 165.
PART five is entitled Registration Office, and provides Constitution of registrafor the constitution of the office for registering com- tion office. panies.
It empowers the Board of Trade to appoint such registrars, assistant registrars, clerks, and servants as it may think necessary for the registration of companies under the Act, and to remove them at pleasure (a).
The determination of the places where the registration offices are to be established is also left to the discretion of the Board of Trade, subject to the proviso that one registration office, at the least, is to be established in England, Scotland, and Ireland respectively.
For the convenience of mining companies, the Act declares that the Board of Trade may require that the registrar's office of the court of the Vice-warden. of the Stannaries shall be one of the offices for the registration of companies formed for working mines within the jurisdiction of that court.
(a) The registrar is little more than a ministerial officer whose duty it is to see that the documents presented are in the proper shape, and that the fees are paid. See, in illustration of his position and duties, Peel's case, 2 Ch. 674.
Inspection of documents at registration office. S. 174 (5).
Publicity in the constitution and transactions of a company is the main requirement of the Act: hence the deposit at the registration office of the memorandum and articles of association, and the return to be made to the registrar of the members of joint stock companies, and the directors of mutual companies.
These enactments, however, would be of little avail unless ample means were provided for the inspection by the public of the documents and returns contained in the registration office.
Accordingly, the fifth division of section 174 authe rizes any person, on payment of such fee, not exceed ing one shilling, as may be appointed by the Board of Trade, to inspect the documents kept by the registrar.
A certificate of the incorporation of a company may be obtained at a price not exceeding five shillings. and a certified copy of any document, or part of a document, may be obtained at a cost not exceeding sixpence a folio, or in Scotland sixpence for each shee: of 200 words.
APPLICATION OF ACT TO EXISTING COMPANIES.
of Act to
THE sixth and seventh parts define the application of Application the Act to companies existing at the date of the pass- existing ing thereof.
Part six relates only to companies registered under the Joint Stock Companies Acts, which are defined by section 175 to mean "the Joint Stock Companies 19 & 20 Vict. Act, 1856," "the Joint Stock Companies Acts, 1856, 1857," "the Joint Stock Banking Companies Act, 20 & 21 Vict. 1857," and the Act "to enable Joint Stock Banking 20 & 21 Vict. Companies to be formed on the Principle of Limited c. 49. Liability," or any one or more of such Acts, as the 21 & 22 Vict case may require; but not to include the Act passed in the eighth year of the reign of her present Majesty, 7 & 8 Vict. chapter 110, and intituled "An Act for the Registration, Incorporation, and Regulation of Joint Stock Companies."
The above companies are readily disposed of. The Act of 1862 is substituted for the Joint Stock Companies Acts, as above defined, with a proviso as to companies formed as well as registered under those Acts, that Table A is not to apply to them, and that the date of the original registration is still to be deemed the date of their incorporation.
With respect to companies registered but not formed