THE SALE AND PURCHASE OF BANK SHARES 30 VICT. c. 29. An Act to amend the Law in respect of the Sale and Purchase of [17th June, 1867.] WHEREAS it is expedient to make provision for the prevention of contracts for the sale and purchase of shares and stock in Joint Stock Banking Companies of which the sellers are not possessed or over which they have no control: May it therefore please your Majesty that it may be enacted; and 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 : be void unless the such shares set forth in 1. That all contracts, agreements, and tokens of sale and Contracts for sale, purchase which shall, from and after the first day of July &c., of one thousand eight hundred and sixty-seven, be made or shares to entered into for the sale or transfer, or purporting to be for the sale or transfer, of any share or shares, or of any stock or numbers other interest, in any Joint Stock Banking Company in the by which United Kingdom of Great Britain and Ireland constituted are distinunder or regulated by the provisions of any Act of Parlia- guished are ment, Royal Charter, or Letters Patent, issuing shares or contract. stock transferable by any deed or written instrument, shall be null and void to all intents and purposes whatsoever, unless such contract, agreement, or other token shall set forth and designate in writing such shares, stock, or interest by the respective numbers by which the same are distinguished at the making of such contract, agreement, or token on the register or books of such banking company as aforesaid, or where there is no such register of shares or stock by distinguishing numbers, then unless such contract, agreement, or other token shall set forth the person or persons in whose name or names such shares, stock, or interest shall at Registered shareholders may see lists. Extent of Act limited. the time of making such contract stand as the registered proprietor thereof in the books of such banking company; and every person, whether principal, broker, or agent, who shall wilfully insert in any such contract, agreement, or other token any false entry of such numbers, or any name or names other than that of the person or persons in whose name such shares, stock, or interest shall stand as aforesaid, shall be guilty of a misdemeanor, and be punished accordingly, and, if in Scotland, shall be guilty of an offence punishable by fine or imprisonment. 2. Joint Stock Banking Companies shall be bound to show their list of shareholders to any registered shareholder during business hours, from ten of the clock to four of the clock. 3. This Act shall not extend to shares or stock in the Bank of England or the Bank of Ireland. THE COMPANIES SEALS ACT, 1864. 27 VICT. c. 19. An Act to enable Joint Stock Companies carrying on business in Foreign Countries to have Official Seals to be used in such [13th May 1864.] Countries. WHEREAS there have been and may be established in the United Kingdom companies whose business is to be carried on in countries not situate in the United Kingdom, and it is convenient and desirable that investments may be made, and mortgages, conveyances, and leases taken, and contracts and engagements entered into, on behalf of the company, in such countries, in the name of the company: 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, as follows: 1. This Act may be cited for all purposes as "The Com- Short Title. panies Seals Act, 1864." to have an seal. 2. Any company, under "The Companies Act, 1862," Power to whose objects require or comprise the transaction of business, companies as herein before mentioned, in foreign countries, may cause to official be prepared an official seal for and to be used in any place, district, or territory situate out of the United Kingdom in which the business of the company shall be carried on, and every such official seal may and shall be a fac-simile of or as nearly as practicable a fac-simile of the common seal of the company, with the exception that on the face thereof shall be inscribed the name of each and every place, district, or territory in and for which it is to be used: Provided that it shall be lawful for any such company as aforesaid from time to time to break up and renew any official seal or seals, and to vary the limits within which it is intended to be used. 3. Every company having or using any such official seal Power to as is authorized by this Act may from time to time, by any companies to appoint instrument or instruments in writing under the common agents seal of the company, empower any agent or agents specially abroad to appointed for the purpose, or any local agent, board, committee, manager, or commissioner appointed under the pro affix seals. As to the duration of powers granted under sect. 3 of this Act. Person affixing seal to the date when so affixed. visions of the articles of association of such company, in any place, district, or territory situate out of the United Kingdom where the business of the company shall for the time being be carried on, to affix such official seal to any deed, contract, or other instrument to which the company is or shall be made a party in such place, district, or territory, and no other order of the company or the board of directors thereof shall be necessary to authorize any such seal to be affixed to any deed, contract, or other instrument. 4. Every power granted under the last preceding section shall, as between the company, their successors and assigns, on the one hand, and the person or persons dealing with the agent or agents, board, committee, manager, or commissioner named in the instrument conferring the power, and all parties claiming through or under such person or persons, on the other hand, continue in force during the period, if any, mentioned in the instrument conferring the power, or if no power be there mentioned then until notice of the revocation or determination of the power shall have been given to such person or persons as aforesaid. 5. Whenever any such official seal as aforesaid shall be affixed to any document, the person affixing the same shall, document by writing under his hand, and written on the document to to certify which the seal may have been affixed, certify the date when and the place where the same was affixed; and any document to which any such seal shall have been duly affixed within the district or territory or place the name whereof is inscribed on such seal shall bind the company in the same way and to the same extent and have the same force and effect as if it had been duly sealed with the common seal of the company. 6. The powers given by this Act shall be exercised by such companies only as are or shall be expressly authorized to powers of exercise the same by their articles of association, or a special resolution passed according to the provisions of "The Companies Act, 1862," and shall be exercised by such companies subject to any directions or restrictions in their articles of association or the special resolutions contained. Companies not to exercise Act unless authorized. Section 55 of 25 & 26 not re 7. Nothing in this Act contained shall operate to repeal Vict. c. 89, the provisions of the fifty-fifth section of "The Companies Act, 1862," but such section shall continue in force, and all Acts done or to be done thereunder shall be as valid and effectual as if this Act had not been passed. pealed. GENERAL ORDER AND RULES UNDER THE COMPANIES ACT, 1862. Tuesday, the 11th day of November, 1862 THE RIGHT HONORABLE RICHARD BARON WESTBURY, Lord High Chancellor of Great Britain, with the advice and consent of the RIGHT HONORABLE SIR JOHN ROMILLY, Master of the Rolls, the HONORABLE the VICE-CHANCELLOR SIR RICHARD TORIN KINDERSLEY, the HONORABLE the VICE-CHANCELLOR SIR JOHN STUART, and the HONORABLE the VICE-CHANCELLOR SIR WILLIAM PAGE WOOD, doth hereby in pursuance and execution of the powers given by the statute 25th and 26th Victoria, chapter 89, and of all other powers and authorities enabling him in that behalf, order and direct in manner following: PETITION TO WIND-UP COMPANY. 1. Every petition for the winding-up of any company by the Court, or subject to the supervision of the Court, shall be intituled in the matter of " The Companies Act, 1862," and of the company to which such petition shall relate, describing the company by its most usual style or firm. 2. Every such petition shall be advertised seven clear days before the hearing, as follows: (1.) In the case of a company whose registered office, or if there shall be no such office, then whose principal or last known principal place of business is or was situate within ten miles from Lincoln's Inn Hall, once in the London Gazette, and once at least in two London daily morning newspapers. (2.) In the case of any other company, once in the London Gazette, and once at least in two local newspapers circu |