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The Condition of the above Obligation is such, that if the said Company shall pay to the said A.B., his Executors, Administrators, or Assigns, [at (in case any other Place of Payment than the principal Office of the Company be intended),] Day of which will be in the Year

on the

One thousand eight hundred and
Sum of

at the Rate of

able half-yearly on the

Day of

, the Principal Pounds, together with Interest for the same Pounds per Centum per Annum, payDay of


then the above-written Obligation is to become void, otherwise to remain in full Force. Given under our Com

mon Seal, this

eight hundred and

Day of

One thousand

I A.B. of


Form of Transfer of Mortgage or Bond.

in consideration of the Sum of

do hereby transfer to the

paid to me by G.H of said G.H., his Executors, Administrators, and Assigns, a certain

Bond [or Mortgage] Number

Company" to

made by "The


bearing Date the Day of for securing the Sum of Interest [or, if such Transfer be by Endorsement, the within Security and all my Right, Estate, and Interest in and to the Money thereby secured [and if the Transfer be of a Mortgage, and in and to the Tolls, Money, and Property thereby assigned]. In witness whereof I have hereunto set my Hand and Seal, this Day of One thousand eight hundred

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One of the Proprietors of "The

Company," doth hereby appoint C.D. of

to be the

Proxy of the said A.B., in his Absence to vote in his Name upon any Matter relating to the Undertaking proposed at the Meeting of the Proprietors of the said Company to be held on the

Day of next, in such Manner as he the said C.D. doth think proper. In witness whereof the said A.B. hath hereunto set his Hand [or, if a Corporation, say the Common Seal of the Corporation], the Day of

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us, C., D., Two of Her Majesty's Justices of the Peace for the

County of [here describe the Offence generally, and the Time and Place when and where committed], contrary to the [here name the special Act]. Given under our Hands and Seals, the Day and Year first above written.




Act to apply to all Companies

incorporated by

Acts hereafter to be passed.


in this Act:

"The special Act:"


"the Undertaking."


in this and the

special Act:



An Act for consolidating in One Act certain Provisions.
usually inserted in Acts with respect to the Constitution
of Companies incorporated for carrying on Undertakings
of a public Nature in Scotland.
[8th May 1845.]

WHEREAS it is expedient to comprise in One general Act

sundry Provisions relating to the Constitution and Management of Joint Stock Companies, usually introduced into Acts of Parliament authorizing the Execution of Undertakings of a 'public Nature by such Companies in Scotland, and that as well for the Purpose of avoiding the Necessity of repeating such Provisions in each of the several Acts relating to such Undertakings as for ensuring greater Uniformity in the Provisions 'themselves;' Be it therefore enacted by the Queen's most Excellent Majesty, by and with the Advice and Consent of the Lords Spiritual and Temporal, and Commons, in this present Parliament assembled, and by the Authority of the same, That this Act shall apply to every Joint Stock Company in Scotland which shall by any Act of Parliament which shall hereafter be passed be incorporated for the Purpose of carrying on any Undertaking; and this Act shall be incorporated with such Act, and all the Clauses and Provisions of this Act, save so far as they shall be varied or excepted by any such Act, shall apply to the Company which shall be incorporated by any Act, and to the Undertaking for carrying on which such Company shall be incorporated, so far as the same shall be applicable thereto respectively; and such Enactments and Provisions, as well as the Enactments and Provisions of every other Act which shall be incorporated with such Act, shall, save as aforesaid, form Part of such Act, and be construed together therewith as forming One Act.

II. And with respect to the Construction of this Act, and of other Acts to be incorporated therewith, be it enacted as follows:

The Expression "the special Act" used in this Act shall be construed to mean any Act which shall be hereafter passed incorporating or constituting a Joint Stock Company for the Purpose of carrying on any Undertaking, and with which this Act shall be so incorporated as aforesaid; and the Word "prescribed" used in this Act, in reference to any Matter herein stated, shall be construed to refer to such Matter as shall be prescribed or provided for in the special Act; and the Sentence in which such Word shall occur shall be construed as if instead of the Word “prescribed" the Expression "prescribed for that Purpose in the special Act" had been used; and the Expression "the Undertaking" shall mean the Undertaking or Works, of whatever Nature, which shall by the special Act be authorized to be executed. III. The following Words and Expressions both in this and the special Act shall have the several Meanings hereby assigned to them, unless there be something in the Subject or the Context repugnant to such Construction; (that is to say,)

Words importing the Singular Number only shall include the Plural Number; and Words importing the Plural Number only shall include the Singular Number:


Words importing the Masculine Gender only shall include Fe- Gender: males:

The Word "Lands" shall extend to Houses, Lands, Tenements, "Lands:" and Heritages of any Description or Tenure :

The Word "Lease" shall include a Missive or an Agreement "Lease:" for a Lease:

The Word "Month" shall mean Calendar Month:


The "Lord Ordinary" shall mean the Lord Ordinary of the "Lord Ordi-
Court of Session in Scotland officiating on the Bills in Time nary:"

of Vacation, or the junior Lord Ordinary, if in Time of
Session, as the Case may be :

The Word "Sheriff" shall include the Sheriff Substitute:


The Word "Oath" shall include Affirmation in the Case of "Oath:"
Quakers, or other Declaration lawfully substituted for an

Oath in the Case of any other Persons exempted by Law
from the Necessity of taking an Oath :

The Word "County" shall include any Ward or other like Di- «County:" vision of a County:

The Word "Justice" shall mean Justice of the Peace acting "Justice:" for the County, City, or Place where the Matter requiring the Cognizance of any such Justice shall arise, and who shall not be interested in the Matter; and where any Matter shall be authorized or required to be done by Two Justices, the Ex

pression "Two Justices" shall be understood to mean Two "Two Jusor more Justices assembled and acting together:


The Expression "the Company" shall mean the Company con- " Company :" stituted by the special Act:

The Expression "the Directors" shall mean the Directors of "Directors:" the Company, and shall include all Persons having the Direction of the Undertaking, whether under the Name of Directors, Managers, Committee of Management, or under any other Name:

The Word "Shareholder" shall mean Shareholder, Proprietor, or Member of the Company; and in referring to any such Shareholder, Expressions properly applicable to a Person shall be held to apply to a Corporation: And

"Shareholder: "

The Expression" the Secretary" shall mean the Secretary of "Secretary.” the Company, and shall include the Word "Clerk."

IV. And be it enacted, That in citing this Act in other Acts of Parliament and in legal Instruments it shall be sufficient to use the Expression "The Companies Clauses Consolidation (Scotland) Act, 1845."

V. And whereas it may be convenient in some Cases to incorporate with Acts hereafter to be passed some Portion only of the Provisions of this Act;' be it therefore enacted, That for the Purpose of making any such Incorporation it shall be sufficient in any such Act to enact that the Clauses and Provisions of this Act, with respect to the Matter so proposed to be incorporated (describing such Matter as it is described in this Act in the Words introductory to the Enactment with respect to such Matter), shall be incorporated with such Act; and thereupon all the Clauses and Provisions of this Act with respect to the Matter so incorporated shall, save so far as they shall be expressly varied or excepted by such Act, form Part of such Act, and such Act shall be


Short Title of

the Act.

Form in which

Portions of this Act may be inother Acts.

corporated with

Distribution of

Capital to be
divided into


Shares to be
Personal Estate.


Registry of

Addresses of

Certificates of
Shares to be

issued to the

construed as if the Substance of such Clauses and Provisions were set forth therein with reference to the Matter to which such Act shall relate.

And with respect to the Distribution of the Capital of the Company into Shares, be it enacted as follows:

VI. The Capital of the Company shall be divided into Shares of the prescribed Number and Amount; and such Shares shall be numbered in arithmetical Progression, beginning with Number One; and every such Share shall be distinguished by its appropriate Number.

VII. All Shares in the Undertaking shall be Personal Estate, and transmissible as such, and shall not be of the Nature of Real Estate.

VIII. Every Person who shall have subscribed the prescribed Sum or upwards to the Capital of the Company, or shall otherwise have become entitled to a Share in the Company, and whose Name shall have been entered on the Register of Shareholders herein-after mentioned, shall be deemed a Shareholder of the Company, and shall be entitled to have One Share therein allotted to him in respect of every Sum of the prescribed Amount so subscribed by him.

IX. The Company shall keep a Book, to be called the "Register of Shareholders;" and in such Book shall be fairly and distinctly entered, from Time to Time, the Names of the several Corporations, and the Names and Additions of the several Persons entitled to Shares in the Company, together with the Number of Shares to which such Shareholders shall be respectively entitled, distinguishing each Share by its Number, and the Amount of the Subscriptions paid on such Shares; and the Surnames or Corporate Names of the said Shareholders shall be placed in alphabetical Order; and such Book shall be authenticated by the Common Seal of the Company being affixed thereto; and such Authentication shall take place at the First Ordinary Meeting or at the next subsequent Meeting of the Company, and so from Time to Time at each Ordinary Meeting of the Company.

X. In addition to the said Register of Shareholders, the Company shall provide a Book, to be called the "Shareholders Address Book," in which the Secretary shall from Time to Time enter in alphabetical Order the Corporate Names and Places of Business of the several Shareholders of the Company, being Corporations, and the Surnames of the several other Shareholders, with their respective Christian Names, Places of Abode, and Descriptions, so far as the same shall be known to the Company; and every Shareholder, or if such Shareholder be a Corporation the Clerk or Agent of such Corporation, may at all convenient Times peruse such Book gratis, and may require a Copy thereof, or of any Part thereof; and for every Hundred Words so required to be copied the Company may demand a Sum not exceeding Sixpence.

XI. On demand of the Holder of any Share the Company shall cause a Certificate of the Proprietorship of such Share to be delivered to such Shareholder; and such Certificate shall have the Common Seal of the Company affixed thereto; and such Certificate shall specify the Share in the Undertaking to which such Share

Shareholder is entitled; and the same may be according to the
Form in the Schedule (A.) to this Act annexed, or to the like
Effect; and for such Certificate the Company may demand any
Sum not exceeding the prescribed Amount, or if no Amount be
prescribed then a Sum not exceeding Two Shillings and Sixpence.

XII. The said Certificate shall be admitted in all Courts as Certificate to be prima facie Evidence of the Title of such Shareholder, his Exe- Evidence. eutors, Administrators, Successors, or Assigns, to the Share therein

specified; nevertheless the Want of such Certificate shall not

prevent the Holder of any Share from disposing thereof.

XIII. If any such Certificate be worn out or damaged, then, Certificate to be upon the same being produced at some Meeting of the Directors, renewed when such Directors may order the same to be cancelled, and there- destroyed. upon another similar Certificate shall be given to the Party in whom the Property of such Certificate, and of the Share therein mentioned, shall be at the Time vested; or if such Certificate be lost or destroyed, then, upon Proof thereof to the Satisfaction of the Directors, a similar Certificate shall be given to the Party entitled to the Certificate so lost or destroyed; and in either Case a due Entry of the substituted Certificate shall be made by the Secretary in the Register of Shareholders; and for every such Certificate so given or exchanged the Company may demand any Sam not exceeding the prescribed Amount, or if no Amount be prescribed then a Sum not exceeding Two Shillings and Sixpence. And with respect to the Transfer or Transmission of Shares, be it enacted as follows:

Transfer of

XIV. Subject to the Regulations herein or in the special Act Transfer of contained, every Shareholder may sell and transfer all or any of Shares to be his Shares in the Undertaking, or all or any Part of his Interest by Deed duly in the Capital Stock of the Company, in case such Shares shall, stamped. under the Provisions herein-after contained, be consolidated into Capital Stock; and every such Transfer shall be by Deed duly stamped, in which the Consideration shall be truly stated; and such Deed may be according to the Form in the Schedule (B.) to this Act annexed, or to the like Effect.



XV. Whereas there may be hereafter many Shareholders of the Regulating Company who reside in England, and Sales of Shares are fre- the Form of quently made by Persons in England to Persons in Scotland, and Transfers of vice versa, and it would be attended with Inconvenience if all 'Transfers of Shares were required to be executed according to the 'Forms of the Law of Scotland;' all Transfers of Shares of the said Company shall be valid and effectual if executed according to the usual Mode of executing such Instruments either in England or Scotland, or partly according to the one and partly according to

the other.

XVL The said Deed of Transfer (when duly executed) shall be Transfers of delivered to the Secretary, and be kept by him; and the Secretary Shares to be shall enter a Memorial thereof in a Book, to be called the "Register registered, &c. of Transfers," and shall endorse such Entry on the Deed of Transfer, and shall, on demand, deliver a new Certificate to the Purchaser; and for every such Entry and Endorsement and Certificate the Company may demand any Sum not exceeding the prescribed Amount, or if no Amount be prescribed then a Sum not exceeding


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