Application company Power to existing company to vary objects of company, etc., upon registration to him at his registered place of abode seven days' notice at the least specifying the place, the day and the hour of meeting and containing a copy of the resolution to be submitted to such meeting and such resolution shall contain particulars of the proposed alterations; 3. In case it shall be resolved by a vote of not less than two-thirds in value of the shareholders present in person or by proxy at such meeting that the company be registered under this Ordinance in manner specified the directors shall apply to the registrar to have the company so registered. 1901, c. 20, s. 142. 143. When an existing company applies for registration under this Ordinance there shall be delivered to the registrar the following documents duly verified: 1. A list showing the names, addresses and occupations of all persons who on a day named on such list and not being more than ten clear days before the day of registration were members of such company with the addition of the shares held by such persons respectively distinguishing in cases where such shares are numbered each share by its number; 2. The names of the directors of such company; 3. A copy of any letters patent, certificate or other instrument constituting or regulating the company or if incorporated by a special Ordinance a reference to such Ordinance and any amendments thereto; 4. A statement verifying the following particulars, that is to say: (a) The nominal capital of the company and the number of shares into which it is divided; (b) The number of shares taken and the amount paid on each share; (c) The name of the company with the addition of the word "Limited" as the last word thereof; 5. A memorandum of association or a statement that the letters patent or special Ordinance of incorporation as the case may be shall be treated as a memorandum of association and articles of association if desired executed in the same manner and containing the same particulars as are necessary upon the first registration of a company; 6. A copy of the resolution if any passed at the meeting of the company referred to in the preceding section. 1901, c. 20, s. 143. 144. Where an existing company applies for registration as aforesaid the memorandum of association shall conform with the terms of the resolution of the company; and may if so authorized extend, vary or limit the powers and objects of the old company; and the certificate of registration may be issued to the new company by the name of the old company or by any other name in which the last word shall be "Limited." (2) Where an existing company applies for registration as aforesaid the capital of the company may be increased or decreased to any amount which may be fixed by the resolution of the company authorizing such resolution. (3) The said resolution may prescribe the manner in which the shares or stock in the new company are to be allotted; and in default of its so doing the control of the allotment shall vest absolutely in the directors of the new company. (4) Whenever the registrar considers that public notice of an intended application as aforesaid should be given he may require such notice to be published in the gazette or otherwise as he thinks proper. (5) The registrar may further require evidence of the existence of a company applying for registration as aforesaid. 1901, c. 20, s. 144. registration company 145. Upon compliance by an existing company with the Certificate of aforesaid requirements the registrar shall certify under his of existing hand that the company so applying for registration is incorporated as a company under this Ordinance and that it is limited; and thereupon such company shall be incorporated and shall have perpetual succession and a common seal with power to hold lands. 1901, c. 20, s. 145. incorporation. clusive 146. A certificate of incorporation given at any time to any Certificate of company registered in pursuance of this part of this Ordinance to be conshall be conclusive evidence that all the requirements herein evidence contained in respect of registration under this Ordinance have been complied with; and that the company is authorized to be registered under this Ordinance as a limited company; and the date of incorporation mentioned in such certificate shall be deemed to be the date at which the company is incorporated under this Ordinance. 1901, c. 20, s. 146. property to 147. All such property real and personal including all inter- Transfer of ests and rights in, to and out of property real and personal company and including obligations and things in action as may belong to or be vested in the company at the date of its registration under this Ordinance shall on registration pass to and vest in the company as incorporated under this Ordinance for all the estate and interest of the company therein. 1901, c. 20, s. 147. not to affect previously 148. The registration in pursuance of this part of this Ordi- Registration nance of any company shall not affect or prejudice the liability obligation of such company to have enforced against it or its right to incurred enforce any debt or obligation incurred or any contract entered into, by, to, with or on behalf of such company previous to such registration. 1901, c. 20, s. 148. Continuation of existing actions Repeal Compulsory registration Penalty for company not registering 149. All such actions and other legal proceedings as may at the time of the registration of any company registered in pursuance of this part of this Ordinance have been commenced by or against such company or any officer or member thereof may be continued in the same manner as if such regi tration had not taken place; nevertheless execution shall not issue against the effects of any individual member of such company upon any judgment, decree or order obtained in any action, suit or proceeding so commenced as aforesaid; but in the event of the property and effects of the company being insufficient to satisfy such judgment, decree or order an order may be obtained for winding up the company. 1901, c. 20, s. 149. Repeal. 150. Chapter 61 of The Consolidated Ordinances 1898, intituled An Ordinance respecting the Incorporation of Joint Stock Companies; chapter 62 of The Consolidated Ordinances 1898, intituled An Ordinance to authorize the changing of the names of Incorporated Companies; chapter 64 of The Consolidated Ordinances 1898, intituled An Ordinance respecting Mining Companies; chapter 12 of the Ordinances of 1899 and chapter 17 of the Ordinances of 1900 amending chapter 61 of The Consolidated Ordinances 1898, and chapter 19 of the Ordinances of 1900 amending chapter 64 of The Consolidated Ordinances 1898, are hereby repealed: Provided that such repeal shall not affect (a) Anything duly done under any of the said repealed Ordinances; (b) The corporate existence of any company incorporated under the said repealed Ordinances; (c) Any right or privilege acquired or liability incurred under any of the said repealed Ordinances; (d) Any conveyance, transfer, mortgage, deed or other instrument made in pursuance of the said repealed Ordinances. 1901, c. 20, s. 150. 151 Every company incorporated under the said Ordinances hereby repealed or under any general Ordinance of the Territories relating to the incorporation of joint stock companies shall register itself as a company under this Ordinance on or before the first day of July, 1902. (2) No fees shall be charged in respect of the registration of any company required to register by this section except in respect of increase of capital. 1901, c. 20, s. 151. 152. If any company required by the preceding section to register under this Ordinance makes default in complying with the provisions thereof then from and after the date upon which such company is required to register under this Ordi nance until the day on which such company is registered under (a) The company shall be incapable of suing but shall (c) Each director or manager of the company shall for nevertheless such default shall not render the company so FIRST SCHEDULE. TABLE A.-REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES. Shares. Table A (1) If several persons are registered as joint holders of any First schedule shares any of such persons may give effectual receipts for any dividend payable in respect of such shares. (2) Every member shall on payment of twenty-five cents or such less sum as the company in general meeting may prescribe be entitled to a certificate under the common seal of the company specifying the share or shares held by him and the amount paid up thereon. (3) If such certificate is worn out or lost it may be renewed on payment of twenty-five cents or such less sum as the company in general meeting may prescribe. Calls on Shares. (4) The directors may from time to time make such calls upon the members in respect of all moneys unpaid on their shares as they think fit provided that thirty days' notice at least is given of each call and each member shall be liable to pay the amount of calls so made to the persons and at the time and place appointed by the directors. (5) A call shall be deemed to have been made at the time when the resolution of the directors authorizing such call was passed. (6) If the call payable in respect of any share is not paid before or on the day appointed for payment thereof the holder Table A First schedule for the time being of such share shall be liable to pay interest for the same at the rate of five per cent. per annum from the day appointed for the payment thereof to the time of the actual payment. (7) The directors may if they think fit receive from any member willing to advance the same all or any part of the moneys due upon the shares held by him beyond the sums actually called for; and upon the money so paid in advance or so much thereof as from time to time exceeds the amount of the calls then made upon the shares in respect of which such advance has been made the company may pay interest at such rate as the member paying such sum in advance and the directors may agree upon. Transfer of Shares. (8) The instrument of transfer of any shares in the company shall be executed both by the transferrer and the transferee and the transferrer shall be deemed to remain a holder of uch share until the name of the transferee is entered in the register book in respect thereof. (9) Shares in the company shall be transferred in the following form: I, A.B., of 9 in consideration of the sum of .dollars paid to me by C.D. of . . . . . . do hereby transfer to the said C.D. the share (or shares) numbered.... standing in my name in the books of the. ......company to hold unto the said C.D., his executors, administrators and assigns subject to the several conditions on which I held the same at the time of the execution hereof; and I, the said C.D., do hereby agree to take the said share (or shares) subject to the same conditions. As witness our hands the... day of... (10) The company may decline to register any transfer of shares made by a member who is indebted to it. (11) The transfer books shall be closed during the fourteen days immediately preceding the ordinary general meeting in each year. Transmission of Shares. (12) The executors or administrators of a deceased member shall be the only persons recognized by the company as having any title to his share. (13) Any person becoming entitled to a share in consequence of the death or insolvency of any member may be registered as a member upon such evidence being produced as may from time to time be required by the company. |