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PART III.-Management of Companies.

275

situation of

office.

XL. Notice of the situation of such registered office, Notice of and of any change therein, shall be given to the regis- registered trar, and recorded by him: until such notice is given the company shall not be deemed to have complied with the provisions of this Act with respect to having a registered office.

of name by

company.

XLI. Every limited company under this Act, Publication whether limited by shares or by guarantee, shall a limited paint or affix, and shall keep painted or affixed, its name on the outside of every office or place in which the business of the company is carried on in a conspicuous position in letters easily legible, and shall have its name engraven in legible characters on its seal, and shall have its name mentioned in legible characters in all notices advertisements and other official publications of such company, and in all bills of exchange promissory notes endorsements cheques and orders for money or goods purporting to be signed by or on behalf of such company, and in all bills of parcels invoices receipts and letters of credit of the company.

on non

of name.

XLII. If any limited company under this Act does Penalties not paint or affix, and keep painted or affixed, its name publication in manner directed by this Act, it shall be liable to a penalty not exceeding five pounds for not so painting or affixing its name, and for every day during which such name is not so kept painted or affixed, and every director and manager of the company who shall knowingly and wilfully authorise or permit such default shall be liable to the like penalty; and if any director, manager, or officer of such company, or any person on

Pr.

276

COMPANIES ACT, 1862.

its behalf, uses or authorises the use of any seal purporting to be a seal of the company whereon its name is not so engraven as aforesaid, or issues or authorises the issue of any notice advertisement or other official publication of such company, or signs or authorises to be signed on behalf of such company any bill of exchange promissory note endorsement cheque order for money or goods, or issues or authorises to be issued any bill of parcels invoice receipt or letter of credit of the company, wherein its name is not mentioned in manner aforesaid, he shall be liable to a penalty of fifty pounds, and shall further be personally liable to the holder of any such bill of exchange promissory note cheque or order for money or goods for the amount thereof, unless the same is duly paid by the company.

Register of mortgages.

Sections 41 and 42 are with but slight alteration copied from ss. 4 and 5 of the Limited Liability Act of 1855, (18 & 19 Vict. c. 133).

As to personal liability of directors, &c., on negotiable instruments signed by them, see p. 116. Lindus v. Melrose, 3 H. & N. 177, 4 Jur., N. S. 488; and Penrose v. Martyr, E. B. & E. 499, 5 Jur., N. S. 362.

As to the exemption from these sections of associations not for profit, see p. 220, 30 & 31 Vict. c. 131, s. 23.

XLIII. Every limited company under this Act shall keep a register of all mortgages and charges specifically affecting the property of the company, and shall enter in such register in respect of each mortgage or charge a short description of the property mortgaged

PART III.-Management of Companies.

or charged, the amount of charge created, and the names of the mortgagees or persons entitled to such charge if any property of the company is mortgaged or charged without such entry as aforesaid being made, every director manager or other officer of the company who knowingly and wilfully authorises or permits the omission of such entry shall incur a penalty not exceeding fifty pounds: the register of mortgages required by this section shall be open to inspection by any creditor or member of the company at all reasonable times; and if such inspection is refused, any officer of the company refusing the same, and every director and manager of the company authorising or knowingly and wilfully permitting such refusal, shall incur a penalty not exceeding five pounds, and a further penalty not exceeding two pounds for every day during which such refusal continues; and in addition to the above penalty, as respects companies registered in England. and Ireland, any judge sitting in chambers, or the ViceWarden of the Stannaries in the case of companies subject to his jurisdiction, may by order compel an immediate inspection of the register.

See pp. 104 and 160.

Omission to register does not render a mortgage invalid, but directors and other officers of a company cannot avail themselves of an unregistered mortgage to themselves. Wynn Hall Coal Co., 10 Eq. 515; ex parte, Valpy and Chaplin 7 Ch. 289. So too, where articles of association prescribe certain formalities on the execution of mortgages, and those formalities are not observed. Gen. Prov. Assur. Company, 17 W. R. 514, ib. ex parte Nat. Bank, 14 Eq. 507.

277

278

Certain companies to publish statement

entered in schedule.

List of directors to

be sent to

registrar.

COMPANIES ACT, 1862.

XLIV. Every limited banking company and every insurance company and deposit provident or benefit society under this Act shall, before it commences business, and also on the first Monday in February and the first Monday in August in every year during which it carries on business, make a statement in the form marked D. in the first schedule hereto, or as near thereto as circumstances will admit, and a copy of such statement shall be put up in a conspicuous place in the registered office of the company, and in every branch office or place where the business of the company is carried on, and if default is made in compliance with the provisions of this section, the company shall be liable to a penalty not exceeding five pounds for every day during which such default continues, and every director and manager of the company who shall knowingly and wilfully authorise or permit such default shall incur the like penalty.

Every member and every creditor of any company mentioned in this section shall be entitled to a copy of the above-mentioned statement on payment of a sum not exceeding sixpence.

See p. 161.

XLV. Every company under this Act, and not having a capital divided into shares, shall keep at its registered office a register containing the names and addresses and the occupations of its directors or managers, and shall send to the Registrar of Joint Stock Companies a copy of such register, and shall from time to time notify to

the registrar any change that takes place in such directors or managers.

See s. 25 and p. 153.

company

XLVI. If any company under this Act, and not Penalty on having a capital divided into shares, makes default in not keeping register of keeping a register of its directors or managers, or in directors. sending a copy of such register to the registrar in compliance with the foregoing rules, or in notifying to the registrar any change that takes place in such directors or managers, such delinquent company shall incur a penalty not exceeding five pounds for every day during which such default continues, and every director and manager of the company who shall knowingly and wilfully authorise or permit such default shall incur the like penalty.

notes and

exchange.

XLVII. A promissory note or bill of exchange shall Promissory be deemed to have been made accepted or endorsed bills of on behalf of any company under this Act, if made accepted or endorsed in the name of the company by any person acting under the authority of the company, or if made accepted or endorsed by or on behalf or on account of the company, by any person acting under the authority of the company.

See p. 162;
and as to personal liability of maker of note,
&c., purporting (without authority) to be in name of com-
pany, p. 116.

against

XLVIII. If any company under this Act carries on Prohibition business when the number of its members is less than carrying on seven, for a period of six months after the number has with less

business

than seven members.

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