(1.) Making arrangements on the issue of shares for a amount of calls to be paid, and in the time of pay- (2.) Accepting from any member of the company who on each share in cases where a larger amount is paid which 25. Every share in any company shall be deemed and Manner in taken to have been issued and to be held subject to the pay- shares are ment of the whole amount thereof in cash, unless the same to be issued shall have been otherwise determined by a contract duly made in writing, and filed with the registrar of joint stock companies at or before the issue of such shares. TRANSFER OF SHARES. and held. 26. A company shall, on the application of the trans- Transfer feror of any share or interest in the company, enter in its may be registered register of members the name of the transferee of such share at request or interest, in the same manner and subject to the same con- feror. ditions as if the application for such entry were made by the transferee. SHARE WARRANTS TO BEARER. of trans issued in 27. In the case of a company limited by shares, the com- Warrant of pany, if authorized so to do by its regulations as originally limited shares fully framed or as altered by special resolution, and subject to the paid up provisions of such regulations, may, with respect to any share may be which is fully paid up, or with respect to stock, issue under name of their common seal a warrant stating that the bearer of the bearer. warrant is entitled to the share or shares or stock therein specified, and may provide, by coupons or otherwise, for the payment of the future dividends on the share or shares or stock included in such warrant, hereinafter referred to as a share warrant. Effect of share warrant. Re-registration of bearer of a share warrant in the register. Regula company 28. A share warrant shall entitle the bearer of such warrant to the shares or stock specified in it, and such shares or stock may be transferred by the delivery of the share warrant. 29. The bearer of a share warrant shall, subject to the regulations of the company, be entitled, on surrendering such warrant for cancellation, to have his name entered as a member in the register of members, and the company shall be responsible for any loss incurred by any person by reason of the company entering in its register of members the name of any bearer of a share warrant in respect of the shares or stock specified therein without the share warrant being surrendered and cancelled. 30. The bearer of a share warrant may, if the regulations of the tions of the company so provide, be deemed to be a member may make of the company within the meaning of the principal Act, the bearer either to the full extent or for such purposes as may be warrant a prescribed by the regulations : of a share member. Entries in register where share warrant issued. Provided that the bearer of a share warrant shall not be qualified in respect of the shares or stock specified in such warrant for being a director or manager of the company in cases where such a qualification is prescribed by the regulations of the company. 31. On the issue of a share warrant in respect of any share or stock the company shall strike out of its register of members the name of the member then entered therein as holding such share or stock as if he had ceased to be a member, and shall enter in the register the following particulars : (1.) The fact of the issue of the warrant: (2.) A statement of the shares or stock included in the warrant, distinguishing each share by its number: (3.) The date of the issue of the warrant: And until the warrant is surrendered the above particulars shall be deemed to be the particulars which are required by the twenty-fifth section of the principal Act to be entered in the register of members of a company; and on the surrender of a warrant the date of such surrender shall be entered as if it were the date at which a person ceased to be a member. 32. After the issue by the company of a share warrant the to be con- annual summary required by the twenty-sixth section of the principal Act shall contain the following particulars,—the Particulars tained in annual summary. total amount of shares or stock for which share warrants are outstanding at the date of the summary, and the total amount of share warrants which have been issued and surrendered respectively since the last summary was made, and the number of shares or amount of stock comprised in each warrant. share warrants. 33. There shall be charged on every share warrant a Stamps on stamp duty of an amount equal to three times the amount of the ad valorem stamp duty which would be chargeable on a deed transferring the share or shares or stock specified in the warrant, if the consideration for the transfer were the nominal value of such share or shares or stock. on persons 34. Whosoever forges or alters, or offers, utters, disposes Penalties of, or puts off, knowing the same to be forged or altered, any commitshare warrant or coupon, or any document purporting to be ting forgery. a share warrant or coupon, issued in pursuance of this Act, or demands or endeavours to obtain or receive any share or interest of or in any company under the principal Act, or to receive any dividend or money payable in respect thereof, by virtue of any such forged or altered share warrant, coupon, or document, purporting as aforesaid, knowing the same to be forged or altered, with intent in any of the cases aforesaid to defraud, shall be guilty of felony, and being convicted thereof shall be liable, at the discretion of the Court, to be kept in penal servitude for life or for any term not less than five years, or to be imprisoned for any term not exceeding two years, with or without hard labour, and with or without solitary confinement. on persons falsely per owner of shares. 35. Whosoever falsely and deceitfully personates an Penalties owner of any share or interest of or in any company, or of any share warrant or coupon issued in pursuance of this sonating Act, and thereby obtains or endeavours to obtain such any share or interest, or share warrant or coupon, or receives or endeavours to receive any money due to any such owner, as if such offender were the true and lawful owner, shall be guilty of felony, and being convicted thereof shall be liable, at the discretion of the Court, to be kept in penal servitude for life or for any term not less than five years, or to be imprisoned for any term not exceeding two years, with or without hard labour, and with or without solitary confinement. Penalties on persons 36. Whosoever, without lawful authority or excuse, the engraving proof whereof shall be on the party accused, engraves or plates, &c. makes upon any plate, wood, stone, or other material any share warrant or coupon purporting to be a share warrant or coupon issued or made by any particular company under and in pursuance of this Act, or to be a blank share warrant or coupon issued or made as aforesaid, or to be a part of such a share warrant or coupon, or uses any such plate, wood, stone, or other material for the making or printing any such share warrant or coupon, or any such blank share warrant or coupon, or any part thereof respectively, or knowingly has in his custody or possession any such plate, wood, stone, or other material, shall be guilty of felony, and being convicted thereof shall be liable, at the discretion of the Court, to be kept in penal servitude for any term not exceeding fourteen years and not less than five years, or to be imprisoned for any term not exceeding two years, with or without hard labour, and with or without solitary confinement. Contracts, how made. CONTRACTS. 37. Contracts on behalf of any company under the principal Act may be made as follows (that is to say): (1.) Any contract which if made between private persons would be by law required to be in writing, and if made according to English law to be under seal, may be made on behalf of the company in writing under the common seal of the company, and such contract may be in the same manner varied or discharged: (2.) Any contract which if made between private persons would be by law required to be in writing, and signed by the parties to be charged therewith, may be made on behalf of the company in writing signed by any person acting under the express or implied authority of the company, and such contract may in the same manner be varied or discharged: (3.) Any contract which if made between private persons would by law be valid although made by parol only, and not reduced into writing, may be made by parol on behalf of the company by any person acting under the express or implied authority of And all contracts made according to the provisions herein contained shall be effectual in law, and shall be binding upon the company, and their successors and all other parties thereto, their heirs, executors, or administrators, as the case may be. &c. to parties to 38. Every prospectus of a company, and every notice Prospectus, inviting persons to subscribe for shares in any Joint Stock specify Company, shall specify the dates and the names of the dates and parties to any contract entered into by the company, or the names of promoters, directors, or trustees thereof, before the issue of such prospectus or notice, whether subject to adoption by tract made prior to the directors or the company, or otherwise; and any issue of prospectus or notice not specifying the same shall be deemed such profraudulent on the part of the promoters, directors, and officers of the company knowingly issuing the same as regards any person taking shares in the company on the faith of such prospectus, unless he shall have had notice of such contract. MEETINGS. spectus, &c. 39. Every company formed under the principal Act after Company the commencement of this Act shall hold a general meeting meeting to hold within four months after its memorandum of association is within four months registered; and if such meeting is not held the company after regisshall be liable to a penalty not exceeding five pounds a day tration. for every day after the expiration of such four months until the meeting is held; and every director or manager of the company, and every subscriber of the memorandum of association, who knowingly authorizes or permits such default, shall be liable to the same penalty. WINDING-UP. 40. No contributory of a company under the principal Act Contribushall be capable of presenting a petition for winding up such tory when not qualicompany unless the members of the company are reduced in fied to number to less than seven, or unless the shares in respect of present which he is a contributory, or some of them, either were petition. winding-up |