FIRST PART-continued. Date and Chapter of Act. Title of Act. An Act for the Incorporation and Regulation An Act to amend the Joint Stock Companies An Act to amend the Law relating to Bank- An Act to amend the Act Seven and Eight An Act to amend the Joint Stock Companies An Act to amend the Joint Stock Companies An Act to enable Joint Stock Banking SECOND PART. 7 & 8 Vict. c. 113, s. 47. powers of Every company of more than six persons established on the sixth Existing day of May, one thousand eight hundred and forty-four, for the purpose companies of carrying on the trade or business of bankers within the distance of to have the sixty-five miles from London, and not within the provisions of the Act suing and passed in the session holden in the seventh and eighth years of the being sued. reign of Her present Majesty, chapter one hundred and thirteen, shall have the same powers and privileges of suing and being sued in the name of any one of the public officers of such co-partnership as the nominal plaintiff, petitioner, or defendant on behalf of such copartnership; and all judgments, decrees, and orders, made and obtained in any such suit may be enforced in like manner as is provided with respect to such companies carrying on the said trade or business at any place in England exceeding the distance of sixty-five miles from London, under the provisions of an Act passed in the seventh year of the reign of King George the Fourth, chapter forty-six, intituled "An Act for Power to nerships of ten persons. the better regulating co-partnerships of certain bankers in England, and for amending so much of an Act of the thirty-ninth and fortieth years of the reign of His late Majesty King George the Third, intituled 'An Act for establishing an agreement with the Governor and Company of the Bank of England for advancing the sum of three millions towards the supply for the service of the year one thousand eight hundred,' as relates to the same," provided that such first-mentioned company shall make out and deliver from time to time to the Commissioners of Stamps and Taxes the several accounts or returns required by the last-mentioned Act, and all the provisions of the last-recited Act as to such accounts or returns shall be taken to apply to the accounts or returns so made out and delivered by such first-mentioned companies as if they had been originally included in the provisions of the last-recited Act. 20 & 21 Vict. c. 49, Part of Section XII. Notwithstanding anything contained in any Act passed in the session form bank- holden in the seventh and eighth years of the reign of Her present ing part- Majesty, chapter one hundred and thirteen, and intituled "An Act to regulate Joint Stock Banks in England," or in any other Act, it shall be lawful for any number of persons, not exceeding ten, to carry on in partnership the business of banking, in the same manner and upon the same conditions in all respects as any company of not more than six persons could before the passing of this Act have carried on such business. THE COMPANIES ACT, 1867. 30 & 31 VICT. c. 131. An Act to Amend" The Companies Act, 1862." [20th August, 1867.] Be it 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, as follows: PRELIMINARY. 1. This Act may be cited for all purposes as " The Com- Short title. panies Act, 1867." construed as one with 2. The Companies Act, 1862, is hereinafter referred to as Act to be "the Principal Act;" and the principal Act and this Act are hereinafter distinguished as and may be cited for all purposes 25 & 26 as "The Companies Acts, 1862 and 1867;" and this Act shall Vict. c. 89. so far as is consistent with the tenor thereof, be construed as one with the principal Act; and the expression this Act" in the principal Act, and any expression referring to the principal Act which occurs in any Act or other document, shall be construed to mean the principal Act as amended by this Act. 66 ment of 3. This Act shall come into force on the First day of CommenceSeptember one thousand eight hundred and sixty-seven, Act. which date is hereinafter referred to as the commencement of this Act. UNLIMITED LIABILITY OF DIRECTORS. directors 4. Where after the commencement of this Act a company Company is formed as a limited company under the principal Act, the may have liability of the directors or managers of such company, or the with managing director, may, if so provided by the memorandum unlimited of association, be unlimited. liability. Liability of director, past and present, 5. The following modifications shall be made in the thirty-eighth section of the principal Act, with respect to the contributions to be required in the event of the winding-up where of a limited company under the principal Act, from any liability is unlimited. director or manager whose liability is, in pursuance of this Act, unlimited: Director limited lia (1.) Subject to the provisions hereinafter contained, any such director or manager, whether past or present, shall, in addition to his liability (if any) to contribute as an ordinary member, be liable to contribute as if he were at the date of the commencement of such winding-up a member of an unlimited company: (2.) No contribution required from any past director or manager who has ceased to hold such office for a period of one year or upwards prior to the commencement of the winding-up shall exceed the amount (if any) which he is liable to contribute as an ordinary member of the company : (3.) No contribution required from any past director or manager in respect of any debt or liability of the company contracted after the time at which he ceased to hold such office shall exceed the amount (if any) which he is liable to contribute as an ordinary member of the company: (4.) Subject to the provisions contained in the regulations of the company, no contribution required from any director or manager shall exceed the amount (if any) which he is liable to contribute as an ordinary member, unless the Court deems it necessary to require such contribution in order to satisfy the debts and liabilities of the company, and the costs, charges, and expenses of the winding-up. 6. In the event of the winding-up of any limited company, with un- the Court, if it think fit, may make to any director or bility may manager of such company whose liability is unlimited the same allowance by way of set-off as under the one hundred sect. 101 of and first section of the principal Act it may make to a contri25 & 26 butory where the company is not limited. have set-off as under Vict. c. 89. 7. In any limited company in which, in pursuance of this Notice to be given to Act, the liability of a director or manager is unlimited, the his election will be directors or managers of the company (if any), and the director on member who proposes any person for election or appointment that his to such office, shall add to such proposal a statement that the liability liability of the person holding such office will be unlimited, unlimited. and the promoters, directors, managers, and secretary (if any) of such company, or one of them, shall, before such person accepts such office or acts therein, give him notice in writing that his liability will be unlimited. If any director, manager, or proposer, make default in adding such statement, or if any promoter, director, manager, or secretary make default in giving such notice, he shall be liable to a penalty not exceeding one hundred pounds, and shall also be liable for any damage which the person so elected or appointed may sustain from such default, but the liability of the person elected or appointed shall not be affected by such default. limited directors 8. Any limited company under the principal Act, whether Existing formed before or after the commencement of this Act, may, company by a special resolution if authorised so to do by its regula- may, by special tions, as originally framed or as altered by special resolution, resolution, from time to time modify the conditions contained in its me- make liamorandum of association so far as to render unlimited the bility of liability of its directors or managers, or of the managing unlimited. director; and such special resolution shall be of the same validity as if it had been originally contained in the memorandum of association, and a copy thereof shall be embodied in or annexed to every copy of the memorandum of association which is issued after the passing of the resolution, and any default in this respect shall be deemed to be a default in complying with the provisions of the fifty-fourth section of the principal Act, and shall be punished accordingly. REDUCTION OF CAPITAL AND SHARES. to reduce 9. Any company limited by shares may, by special resolu- Power to tion, so far modify the conditions contained in its memo- company randum of association, if authorized so to do by its regulations capital. as originally framed or as altered by special resolution, as to reduce its capital: but no such resolution for reducing the capital of any company shall come into operation until an order of the Court is registered by the registrar of joint stock companies, as is hereinafter mentioned. |