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New Statutes effecting Alterations in the Law.
company: the number of shares taken by each subscriber shall be set opposite his name in such memorandum of association, and upon the incorporation of the company he shall be entered in the register of shareholders hereinafter mentioned as a shareholder to the extent of the shares he has taken.
9. The memorandum of association may be accompanied by, or have annexed thereto or endorsed thereon, articles of association, signed by the subscribers to the memorandum of association, and prescribing regulations for the company; but if no such regulations are prescribed, or so far as the same do not extend to modify the regulations contained in the table marked B in the schedule hereto, such lastmentioned regulations shall, so far as the same are applicable, be deemed to be the regulations of the company, and shall bind the company and the shareholders therein to the same extent as if they had been inserted in articles of association, and such articles had been registered.
10. The articles of association shall be in the form marked C in the schedule hereto, or as near thereto as circumstances admit: they shall, when registered, bind the company and the shareholders therein to the same extent as if each shareholder had subscribed his name and affixed his seal thereto or otherwise duly executed the same, and there were in such articles contained, on the part of himself, his heirs, executors, and administrators, a covenant to conform to all the regulations of such articles, subject to the provisions of this act.
11. The memorandum of association and the articles of association shall respectively bear the same stamps as if they were deeds: any person signing a printed copy of the memorandum of association or articles of association shall be deemed to have signed such memorandum and articles respectively, and where the proper stamp has been duly fixed on such memorandum of association or articles of association it shall not be necessary to stamp any printed copy so signed: the execution by any person of the memorandum of association or articles of association shall be attested by one witness at the least; and attestation by one witness shall be sufficient attestation in Scotland as well as in England and Ireland.
12. The memorandum of association and articles of association shall be delivered to the registrar of joint stock companies, who shall retain and register the same: there shall be paid to the registrar of joint stock companies, in respect of the several matters mentioned in the table marked D in the schedule hereto, the several fees therein specified, or such smaller fees as the Board of Trade may from time to time direct; and all fees so paid shall be paid into the receipt of her Majesty's exchequer, and be carried to the account of the Consolidated Fund of the United Kingdom of Great Britain and Ireland.
13. Upon any such memorandum of association, either with or without articles of association as aforesaid, being registered, the registrar shall certify under his hand that the company is incorporated, and in the case of a limited company that the company is limited: the subscribers of the memorandum of association, together with such other persons as may from time to time become shareholders in the company, shall thereupon be a body corporate by the name prescribed in the memorandum of association, having a perpetual succession and a common seal, with power to hold lands; but with such pecuniary liability on the part of the shareholders as is hereinafter mentioned: the certificate of incorporation given by the registrar shall be conclusive evidence
that all the requisitions of this act in respect of registration have been complied with; and the date of such certificate shall be deemed to be the date of the incorporation of the company.
14. If the directors of any such company shall declare and pay any dividend when the company is known by them to be insolvent, or any dividend the payment of which would to their knowledge render it insolvent, they shall be jointly and severally liable for all the debts of the company then existing, and for all that shall be thereafter contracted, so long as they shall respectively continue in office: provided always, that the amount for which they shall all be so liable shall not exceed the amount of such dividend; and that if any of the directors shall be absent at the time of making the dividend or dividends so declared or paid, or shall object thereto, and shall file their objection in writing, with the clerk of the company, they shall be exempted from the said liability.
15. As soon as a certificate of incorporation has been granted by the registrar of joint stock companies, the company may issue certificates of shares to the subscribers to the memorandum of association, and to all other persons to whom shares may be allotted, of such number and amount as may be prescribed by the memorandum of the association, but not of any greater number or amount. The shares so issued shall be personal estate, and shall not be of the nature of real estate; and each share shall be distinguished by its appropriate number.
Register of Shareholders.
16. Every company registered under this act, herein-after referred to as "the company," shall cause to be kept in one or more books a register of shareholders, and there shall be entered therein the following particulars :
i. The names, addresses, and occupations, if any, of the shareholders in the company, and the shares held by each of them, distinguishing each share by its number;
ii. The amount paid on the shares of each shareholder;
iii. The date at which the name of any person was entered in the register as a shareholder. iv. The date at which any person ceased to be a shareholder in respect of any share.
17. Once at the least in every year a list shall be made of all persons who on the fourteenth day succeeding the day on which the ordinary general meeting of the company, or, if there is more than one ordinary meeting in each year, the first of such ordinary general meetings is held, are holders of shares in the company; and such list shall state the names, addresses, and occupations of all the persons therein mentioned, and the number of shares held by each of them, and shall contain a summary specifying the following particulars :
i. The amount of the nominal capital of the company, and the number of shares into which it is divided;
ii. The number of shares taken from the commencement of the company up to the date of the summary;
iii. The amount of calls made on each share;
v. The total amount of calls unpaid;
vi. The total amount of shares forfeited. The above list and summary shall be contained in a separate part of the register, and shall be in the form
New Statutes effecting Alterations in the Law.
marked E. in the schedule hereto, or as near thereto as circumstances admit; such list and summary shall be completed within seven days after such fourteenth day as is mentioned in this section, and a copy thereof authenticated by the seal of the company shall be forthwith forwarded to the registrar, and any person may inspect and take copies of the same, subject to the regulations under which a person is herein-after declared to be entitled to inspect and take copies of any documents kept by the registrar.
18. If any company registered under this act makes default in keeping a register of shareholders, or in sending a copy of such list and summary as aforesaid to the registrar, in compliance with the foregoing rules, such company shall incur a penalty not exceeding five pounds for every day during which such default continues.
19. No notice of any trust, express, or implied, or constructive, shall be entered on the register or receivable by the company; and every person who has accepted any share in a company registered under this act, and whose name is entered in the register of shareholders, and no other person (except a subscriber to the memorandum of association in respect of the shares subscribed for by him) shall, for the purposes of this act, be deemed to be a shareholder.
20. The transfer of any share in the company shall be in the form marked F. in the schedule hereto, or to the like effect, and shall be executed both by the transferror and transferree. The transferror shall be deemed to remain a holder of such share until the name of the transferree is entered in the register book in respect thereof.
21. A certificate, under the common seal of the company, specifying any share or shares held by any shareholder, shall be primâ facie evidence of the title of the shareholder to the share or shares therein specified.
22. The amount of calls for the time being unpaid on any share shall be deemed to be a debt due from the holder of such share to the company.
23. The register of shareholders commencing from the incorporation of the company shall be kept at the registered office of the company herein-after mentioned; except when closed as herein-after mentioned, it shall, during business hours, but subject to such reasonable restrictions as the company in general meeting may impose, so that not less than two hours in each day be appointed for inspection, be open to the inspection of any shareholder gratis, and to the inspection of any other person on the payment of one shilling, or such less sum as the company may prescribe for each inspection; and every such shareholder or other person may require a copy of such register, or of any part thereof, on payment of sixpence for every one hundred words required to be copied. If such inspection or copy is refused, the company shall incur for each refusal a penalty not exceeding two pounds, and a further penalty not exceeding two pounds for every day during which such refusal continues.
24. The company may, upon giving notice by advertisement in some newspaper circulating in the district in which the registered office of the company is situated, close the register of shareholders for any time or times not exceeding on the whole twentyone days in each year, and the period during which the books are closed shall not be reckoned as part of the time within which a transfer is to be registered.
25. If the name of any person is without sufficient cause entered or omitted to be entered in the register
of shareholders of any company, such person, or any shareholder of the company, may, as respects companies registered in England or Ireland, by motion in any of her Majesty's superior courts of law or equity, and, as respects companies registered in Scotland, by summary petition to the Court of Session, apply to such court for an order that the register may be rectified, and the court may either refuse such application, with or without costs, to be paid by the applicant, or it may be, if satisfied of the justice of the case, make an order for the rectification of the register, and may direct the company to pay all the costs of such motion or petition, and any damage the parties aggrieved may have sustained; and if the company makes default or is guilty of unnecessary delay in registering any transfer of shares, they shall be responsible to any person injured by such default or delay for the amount of damage he may thereby have sustained.
26. The register of shareholders shall be evidence of any matters by this act directed or authorised to be inserted therein.
27. Copies of the memorandum of association and articles of association shall be forwarded to every shareholder, at his request, on payment of the sum of one shilling for each copy, or such less sum as may be prescribed by the company.
PART II. MANAGEMENT AND ADMINISTRATION
28. The company shall have a registered office, to which all communications and notices may be addressed. If any company registered uuder this act carries on business without having such an office, it shall incur a penalty not exceeding five pounds for every day during which business is so carried on.
29. Notice of the situation of such registered office, and of any change therein, shall be given to the registrar of joint stock companies, 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.
30. Every limited company registered under this act shall 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.
31. If any limited company registered under this act does not paint or affix, and keep painted or affixed, its name in manner aforesaid, 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 painted or affixed; and if any officer of such company, or any person on its behalf, uses 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
New Statutes effecting alterations in the Law.-Proposed New Central Street.
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.
32. A general meeting of the company shall be held once at the least in every year.
33. Any company registered under this act may in general meeting, from time to time, by such special resolution as is hereinafter mentioned, alter and make new provisions in lieu of or in addition to any regulations of the company contained in the articles of association or the table marked B in the schedule.
34. A resolution shall be deemed to be a special resolution of the company whenever the same has been passed by three fourths in number and value of such shareholders of the company for the time being entitled to vote as may be present in person or by proxy (in cases where, by the regulations of the company, proxies are allowed) at any meeting of which notice specifying the intention to propose such resolution has been duly given, and such resolution has been confirmed by a majority of such shareholders for the time being entitled to vote as may be present in person or by proxy at a subsequent meeting, of which notice has been duly given, and held at an interval of not less than one month, nor more than three months, from the date of the meeting at which such special resolution was first passed: unless a poll is demanded by at least five shareholders a declaration of the chairman of any such meeting as is mentioned in this section, that a special resolution has been carried, shall be deemed conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against the same: notice of any meeting shall, for the purposes of this section, be deemed to be duly given, and the meeting to be duly held, whenever such notice is given and meeting held in manner prescribed by the regulations of the company.
35. A copy of any special resolution that is passed by any company registered under this act shall be forwarded to the registrar of joint stock companies, and recorded by him: if such copy is not so forwarded within fifteen days from the date of the passing of the resolution, the company shall incur a penalty not exceeding two pounds for every day after the expiration of such fifteen days during which such copy is omitted to be forwarded.
36. A copy of any special resolution shall be given to any shareholder on payment of one shilling, or of such less sum as the company may direct.
37. The company, if authorised so to do by its regulations, may increase its nominal capital in manner directed by such regulations, but notice of any increase so made shall be given to the registrar of joint stock companies within fifteen days from the date of the passing of the resolution by which such increase has been authorised, and the registrar shall forthwith record the amount of such increase: if such notice is not given within the period aforesaid the company shall incur a penalty not exceeding five pounds for every day during which such neglect to give notice continues.
38. No company that is not for the time being carrying on a trade or business having gain for its object shall be entitled, without the sanction of the Board of Trade, to hold more than two acres of land, but the Board of Trade may empower any such
company to hold lands in such quantity and subject to such conditions as they think fit, and may for that purpose grant a license in the form marked G in the schedule hereto, or to the like effect.
39. If any company registered under this act carries on business when the number of its shareholders is less than seven, for a period of six months after the number has been so reduced, then every person who is a shareholder in such company during period of six months shall be severally liable for the the time that it so carries on business after such payment of the whole debts of the company contracted during such time, and may be sued for the same without the joinder in the action or suit of any other shareholder.
lutions and proceedings of general meetings of the 40. The company shall cause minutes of all resocompany to be duly entered in books to be from time to time provided for the purpose, and any such minute as aforesaid, if signed by any person purporting to be the chairman of such meeting, shall be receivable in evidence in all legal proceedings, and until the contrary is proved every general meeting in respect of the proceedings of which minutes have been so made shall be deemed to have been duly held and convened.
Legal Instruments of Company.
41. Contracts on behalf of any company registered under this act may be made as follows: (that is to say)
i. Any contract which if made between private
And all contracts made according to the provisions
PROPOSED NEW CENTRAL STREET.
NEW COURTS AND OFFICES,
A memorial of the vestry of the Liberty of the sented to the Metropolitan Board of Works, stating Rolls, forming part of the Strand district, was prethat about four years since Mr. Pennethorne, the surveyor to the late Office of Works, projected a new line of street from Fetter-lane, over a portion of the Rolls Estate, across Chancery-lane, and then along
and in consequence thereof notices were Carey-street; served upon several of the owners of the property in the projected line of street, of an intended application to Parliament for powers to form and carry out such new street.
That in the intended line of new street a portion of the Record Office has been built, and several of the houses standing in the intended line have become untenanted.
That the site on the north side of Carey-street, next Chancery-lane, is the property of the Law Fire Insurance Society, and that the same site of ground is now being cleared, preparatory to the society commencing the erection thereon of their new offices.
That the site on the south side of Carey-street, next Chancery-lane, is the property of the Equity and Law Life Insurance Office, and such last-named insurance office is also desirous of pulling down the houses now standing thereon, and to build their new office.
That adjoining to the last-named site of ground there are several houses the property of the Law Institution, the materials of which have been advertised for sale, previously to their being pulled down, and the Law Society commencing their intended improvement.
That it is desirable that the Metropolitan Board of Works should decide upon the line to be taken in the formation of any intended new street from Fetterlane, over the Rolls Estate, across Chancery-lane, into and along Carey-street, previously to the erection by the several societies herein before mentioned of their different offices, and the commencement of any improvements by the Law Institution.
That the clearing of the several properties belonging to the several societies affords a more fitting opportunity of arranging with them than if the contemplated buildings are erected and allowed to proceed, not only on the ground of saving of expense, but in order that a uniform line and breadth of street may be preserved.
The memorialists therefore requested the Metropolitan Board of Works to take the facts into their consideration, and determine with all possible dispatch the line to be taken in the formation of any intended new street.
At the meeting of the Metropolitan Board of Works, held in the Council Chamber, Guildhall, on Friday, July 11, Mr. Thwaites, president, in the chair, Mr. Few introduced a deputation from the Board of Works from the Strand district, and the vestry of the Liberty of the Rolls, on the subject of the proposed new stret, by way of Carey-street and the northern side of the new Record Buildings. The memorial shewed that the present time was most favourable to secure ground at the entrance to Careystreet from Chancery-lane.
The memorial was supported by Mr. Phillips, on the part of the vestry of the Liberty of the Rolls. Mr. Bigg and Mr. Smedley, directors of the Law Fire Insurance Company, and an officer from the Equity and Law Life Insurance Company, attended with the deputation, and signified the concurrence of those institutions, upon such terms as might be deemed reasonable, for the purpose of widening both sides of the east end of Carey-street, next Chancerylane, as part of the proposed central street.
Mr. Hall drew attention to the great importance of taking an enlarged view of the subject matter of this memorial, inasmuch as it was not a mere local improvement that was advocated, but one which
would form the centre of a grand thoroughfare from east to west.
The memorial was referred to the Committee of Works, with instructions to report thereon at an early day.
This proposed new street will materially tend to promote the important object of erecting new courts and offices on the site between Carey-street and the Strand. The remaining buildings connected with the Houses of Parliament will soon be completed, except the improvements which are intended to be made on the site of the small and inconvenient courts alongside Westminster Hall. It is palpable that those old courts must be removed. Already the equity courts are abandoned, and the sittings held in Lincoln's Inn and the Rolls Yard; and we trust that in the next session the government will proceed with the new courts on the site lying between Lincoln's Inn and the Temple.
COPYHOLD ACTS AMENDMENT BILL. (Concluded from page 212),
38. Arbitration as to Crown Manors.-In any case in which the commissioners of her Majesty's woods, forests, and land revenues, or either of them, on behalf of her Majesty in right of her crown, or the Chancellor and council of the Duchy of Lancaster, on behalf of her Majesty in right of her said Duchy, shall at any time hereafter have proceeded, in exercise of the powers vested in them, to negotiate the terms for the enfranchisement of any hereditaments held of any manor vested in her Majesty in right of her crown or of her Duchy of Lancaster, either in possession or in remainder expectant on any estate less than an estate of inheritance, and either solely or in coparcenary with any subject or subjects, and a difference of opinion shall arise between the said commissioners or either of them, or the said Chancellor and council, on the one hand, and the tenant of the said hereditaments on the other hand, touching the amount of the consideration money to be paid by the tenant to the said commissioners or to the said receiver
general of the Duchy of Lancaster for such enfranchisement, it shall be lawful for the said commissioners or either of them, or for the said Chancellor and council, on the request of the tenant, and upon an agreement for the enfranchisement being entered into by them or him with such tenant, to refer it to the copyhold commissioners to appoint, as they are hereby authorised to do, some practical surveyor to determine the amount of the consideration money to be paid to the said commissioners or the said receiver general of the Duchy of Lancaster for such enfranchisement; and the costs and expenses of and incident to any reference to the copyhold commissioners, to be made as herein-before provided, shall be treated as costs and expenses incurred in the case of a compulsory enfranchisement at the instance of a
39. Crown manors.-Any manor vested in her Majesty in right of her crown in remainder or reversion expectant on an estate of inheritance may, with the consent in writing from time to time of the commissioners of her Majesty's woods, forests, and land revenues, or any one of them, be dealt with under the copyhold acts.
40. Compensations.-In every case of an enfran
Copyhold Acts Amendment Bill.
chisement of land held of any manor so vested in her Majesty in remainder expectant on an estate of inheritance, where the compensation under the provisions of the copyhold acts shall be a gross sum of money, the same shall be paid to such two persons as trustees as shall be from time to time nominated for the purpose by the commissioners of her Majesty's woods, forests, and land revenues, or any one of them, and by the person who shall for the time being be entitled to the receipt of the rents and profits of the manor, one of such trustees being from time to time nominated by the commissioners or one of them, and the other of such trustees being from time to time nominated by the person so entitled for the time being: provided always, that in any case in which the commissioners, or one of them, and the person for the time being so entitled, shall not upon the occasion of any enfranchisement agree that the compensation, if payable in a gross sum of money, shall be paid to trustees, the same shall with all convenient speed be paid into the Bank of England, in the name and with the privity of the AccountantGeneral of the Court of Chancery, to be placed to his account there ex parte the Queen's most excellent Majesty and the person so for the time being entitled, and when so paid in the compensation shall remain in the Court of Chancery until, by order of the court to be made in a summary way upon petition, after notice to the commissioners of her Majesty's woods, forests, and land revenues, by the person who may or but for such enfranchisement would have been entitled to the rents and profits of the manor, it shall be applied in manner by this act provided.
41. The compensation money paid for any such enfranchisement shall be applied by any such trustees to be from time to time so nominated, or by direction of the Court of Chancery, if the same shall have been paid into the Bank of England to the credit of the Accountant-General of the court, in the purchase or redemption of land tax affecting other land settled to the like uses as the manor, or in the purchase of land of fee-simple tenure, and convenient to be held with the settled estates; and until such application of the compensation money, it may, by any such trustees, or by the Accountant General of the Court of Chancery, under order of the court, to be made upon application thereto, after notice to the commissioners of her Majesty's woods, forests, and land revenues, be from time to time invested, in the names or name of such trustees or of the Accountant General, in the purchase of or upon government or real securities; and in the meantime and until such securities be sold or realized by the trustees, or pursuant to any order of the court for either of the purposes aforesaid, the income thereof shall be paid by the trustees or by the Accountant General, under order of the court, to the person who for the time being may or but for such enfranchisement would have been entitled to the rents and profits of the
42. Any land to be purchased with any compensation money to be paid or any rent-charge to be granted or awarded as the consideration for enfranchisement shall be settled to such uses, upon any such such trusts, and subject to such powers and provisions as will most nearly correspond with the uses trusts, powers, and provisions then affecting the other part of the estates comprised in the same settlement as the manor in which such enfranchisement shall be made, and all such uses, trusts, powers, and provisions shall be valid, and have full effect, any law to the contrary notwithstanding.
43. Enfranchisement deed.-Upon payment of the compensation money as by this act provided, in any case in which such compensation is made by payment of a gross snm of money or previously to or contemporaneously with the execution of a deed of grant or of an award by the copyhold commiscompensation for an enfranchisement shall be made by sioners of a rent-charge, in any case in which the way of a rent-charge, the Commissioners of her Majesty's Woods, Forests, and Land Revenues, or any one of them, may concur with the person for the time being entitled to the rents and profits of the copyholder of the land to be enfranchised, which manor in executing a deed of enfranchisement to the shall state in what manner the enfranchisement money, if any, has been applied; and such deed of enfranchisement shall, when a memorial thereof is enrolled as by this act provided, be effectual to vest in the copyholder all the estate, right, and interest of the Queen's Majesty, her heirs and successors, in right of her Crown, and of all other persons interested therein under the settlement of the manor in the land enfranchised, either absolutely or subject to nothing contained in this act with reference to such reservations as may be agreed upon; enfranchisements by awards of the Copyhold ComMajesty, her heirs or successors, may have any estate missioners shall apply to manors in which her or interest in possession, reversion, or remainder.
44. The keeper of land revenue records and enrolments shall from time to time provide a book or books in which shall be entered a memorial of every deed of enfranchisement of land held of any manor, and of every award or grant of any rent-charge, and of every deed of conveyance which shall be executed upon the purchase of land with monies arising from the enfranchisement of lands within any such manor accompanied by a plan of the land purchased); and (such last-mentioned memorial being in every case every such memorial shall be under the hand of one of the parties to the deed of enfranchisement, or conveyance, award, or grant; and no such deed, award, thereon a certificate signed by the keeper of land or grant shall have effect until there be written revenue records and enrolments, that a memorial thereof hath been lodged at the office of Land Revenue Records and Enrolments; and in the absence of evidence to the contrary of the fact stated therein such certificate shall be admissible in evidence in any court of justice or before any person now or hereafter hear, receive, or examine evidence, without proof of having by law or by consent of parties authority to signing or purporting to sign the same is the keeper the signature thereto, or of the fact that the person of land revenue records and enrolments for the time being; and a copy of the enrolment of the memorial, certified in the manner provided by an act passed in jesty, chapter sixty-two, section eight, shall be the sixteenth year of the reign of her present Mareceivable as evidence of the deed or facts referred to in such memorial.
45. Trustee for Crown.-Every trustee so nominated by the Commissioners of her Majesty's Woods, Forests, and Land Revenues, or one of them, shall be absolutely indemnified by the said commissioners for the time being, out of the rents and profits of the possessions and land revenues of the Crown, of and from all such costs, charges, damages and expenses (if any) as he may in anywise whatsoever incur or be put to in consequence of having been so nominated, and which he may not be able to obtain repayment of out of the trust monies.