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day of

No. 2.
Minute of Resolution of a Board of Directors, of incorporated or

associated Commercial or Trading Company, authorizing a Deo
claration of Insolvency.
A resolution was duly passed on the

at a board of directors of (here state the name or style of the company], duly summoned for that purpose, that the said company was then unable to meet its engagements, and that a declaration of insolvency should be forthwith filed in the office of the Lord Chancellor's Secretary of Bankrupts, in the form directed by the statute in that case made and provided.

[Common seal of the company, or, if the company have

no common seal, the signature of the chairman of the
board of directors who was present at the passing of

the resolution.]
Witness G. H., attorney [or, “ solicitor "] of the
Court of

and attorney [or, “ solicitor "] of the said company, and attesting witness to the execution hereof as such attorney [or, “ solicitor"].

2

Clauses Consolida. tron Act.

CAP. XVI.
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. [8th May, 1845.)

Whereas it is expedient to comprise in one general act sundry The Companies 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, 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 : 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, That this act shall apply to every joint-stock company which Act to apply to all shall by any act which shall hereafter be passed be incorporated for companies incorthe purpose of carrying on any undertaking, and this act shall be in- hereafter to be corporated with such act; and all the clauses and provisions of this passed. act, save so far as they shall be expressly varied or excepted by any such act, shall apply to the company which shall be incorporated by such 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 clauses and provisions, as well as the clauses 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 interpretations in acts to be incorporated therewith, be it enacted as follows :

this act :The expression “ the special act” used in this act shall be construed the special act;"

to mean any act which shall be hereafter passed incorporating a

APPENDIX.

STATUTES.

Clauses Consolida. tion Act,

" the under

act:

joint -stock company for the purpose of carrying on any undertaking, and with which this act shall be so incorporated as afore

said; and the word “prescribed,” used in this act, in reference to The Companies'

any matter herein stated, shall be construed to refer to such matter as the same 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 undertaktaking."

ing or works, of whatever nature, which shall by the special act

be authorized to be executed. Interpretations in

III. The following words and expressions, both in this and the this and the special 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), number;

Words importing the singular number only shall include the plural

number; and words importing the plural number only shall in

clude the singular number. gender;

Words importing the masculine gender only shall include females: “ lands;"

The word “ lands” shall extend to messuages, lands, tenements,

and hereditaments of any tenure. " lease;"

The word “lease” shall include an agreement for a lease. “ month;"

The word “ month” shall mean calendar month. “ superior

The expression “superior courts” shall mean her Majesty's superior couris;"

courts of record at Westminster or Dublin, as the case may re

quire. “ oath;"

The word “oath” shall include affirmation in the case of Quakers,

or other declaration lawfully substituted for an oath in the case of any other persons exempted by law from the necessity of tak

ing an oath. " county;"

The word “county” shall include any riding or other like division

of a county, and shall also include county of a city or county of

a town, “ justice;" The word “justice” shall mean justice of the peace acting for the

county, city, borough, liberty, cinque port, or other 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 “ two justices; " justices, the expression “two justices” shall be understood to

mean two justices assembled and acting together in petty sessions. “ the company;" The expression “the company” shall mean the company consti

tuted by the special act. “ directors;" The expression « the directors” shall mean the directors of 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. " shareholder;" 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 “ secretary." The expression “the secretary,” shall mean the secretary of 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 Act, 1845."

Short title of the act.

V. And whereas it may be convenient in some cases to incorporate APPENDIX. with acts of Parliament hereafter to be passed some portion only of

STATUTES. the provisions of this act; be it therefore enacted, That, for the purpose of making any such incorporation, it shall be sufficient in any cause mensosidasuch act to enact that the clauses and provisions of this act, with re- tion Act. spect 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 portions of this such act; and thereupon all the clauses and provisions of this act act inay be incor. with respect to the matter so incorporated shall, save so far as they acts. shall be expressly varied or excepted by such act, form part of such act, and such act shall be 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,

Form in which

And, with respect to the distribution of the capital of the company Distribution of into shares, be it enacted as follows:

Capital. VI. The capital of the company shall be divided into shares of the Capital to be diprescribed number and amount; and such shares shall be numbered vided into shares. in arithmetical progression, beginning with number 1; and every such share shall be distinguished by its appropriate number.

VII. All shares in the undertaking shall be personal estate, and Shares to be pertransmissible as such, and shall not be of the nature of real estate.

VIII. Every person who shall have subscribed the prescribed sum Shareholders. 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 hereinafter mentioned, shall be deemed a shareholder of the company:

IX. The company shall keep a book, to be called the “ Register of Registry of shareShareholders ;” and in such book shall be fairly and distinctly entered, holders. 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 Addresses of shall provide a book, be called the “Shareholders' Address Book,in shareholders. 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 Certificates of a certificate of the proprietorship of such share to be delivered to such shares to be issued

holders.

to the share

APPENDIX.

STATUTES.

The Companies' Clauses Consolidation Act.

Certificate to be evidence.

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 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 primi facie evidence of the title of such shareholder, his executors, 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, upon the same being produced at some meeting of the directors, such directors may order the same to be cancelled, and thereupon 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 sum not exceeding the prescribed amount, or, if no amount be prescribed, then a sum not exceeding two shillings and sixpence.

Certificate to be renewed when destroyed.

Transfer of

Shares.

Transfers of

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 conshares to be by tained, every shareholder may sell and transfer all or any of his deed duly stamped. shares in the undertaking, or all or any part of his interest in the

capital stock of the company, in case such shares shall, under the provision hereinafter 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. The said deed of transfer (when duly executed) shall be shares to be regis- delivered to the secretary, and be kept by him; and the secretary tered, &c.

shall enter a memorial thereof in a book to be called the “ Register of Transfers," and shall indorse such entry on the deed of transfer, and shall, on demand, deliver a new certificate to the purchaser; and for every such entry, together with such indorsement and 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; and on the request of the purchaser of any share an indorsement of such transfer shall be made on the certificate of such share, instead of a new certificate being granted ; and such indorsement, being signed by the secretary, shall be considered in every respect the same as a new certificate; and until such transfer has been so

the secretary as aforesaid, the vendor of the share shall continue liable to the company for any calls that may be made upon such share, and the purchaser of the share shall not be

APPENDIX.

STATUT 68.

entitled to receive any share of the profits of the undertaking, or to vote in respect of such share.

XVI. No shareholder shall be entitled to transfer any share, after any call shall have been made in respect thereof, until he shall have The Companic: paid such call, nor until he shall have paid all calls for the time being tion Act. due on every share held by him.

XVII. It shall be lawful for the directors to close the register of Closing of transfer transfers for the prescribed period, or, if no period be prescribed, books. then for a period not exceeding fourteen days previous to each ordinary meeting, and they may fix a day for the closing of the same, of which seven days' notice shall be given by advertisement in some newspaper as after mentioned ; and any transfer made during the time when the transfer books are so closed shall, as between the company and the party claiming under the same, but not otherwise; be considered as made subsequently to such ordinary meeting:

XVIII. If the interest in any share have become transmitted in Transmission of consequence of the death or bankruptcy or insolvency of any share- shares by other holder, or in consequence of the marriage of a female shareholder, or by fer to be authenany other lawful means than by a transfer according to the provisions cicated by a deof this or the special act, such transmission shall be authenticated by a declaration in writing as hereinafter mentioned, or in such other manner as the directors shall require ; and every such declaration shall state the manner in which and the party to whom such share shall have been so transmitted, and shall be made and signed by some credible person before a justice, or before a Master or Master extraordinary of the high Court of Chancery; and such declaration shall be left with the secretary, and thereupon he shall enter the name of the person entitled under such transmission in the register of shareholders; and for every such entry the company may demand any sum not exceeding the prescribed amount, and where no amount shall be prescribed then not exceeding five shillings; and until such transmission has been so authenticated, no person claiming by virtue of any such transmission shall be entitled to receive any share of the profits of the undertaking, nor to vote in respect of any such share as the holder thereof.

XIX. If such transmission be by virtue of the marriage of a Proof of transfemale shareholder, the said declaration shall contain a copy of the mission by marregister of such marriage, or other particulars of the celebration thereof, and shall declare the identity of the wife with the holder of such share ; and if such transmission have taken place by virtue of any testamentary instrument, or by intestacy, the probate of the will or the letters of administration, or an official extract therefrom, shall, together with such declaration, be produced to the secretary; and upon such production in either of the cases aforesaid the secretary shall make an entry of the declaration in the said register of transfers.

XX. The company shall not be bound to see to the execution of Company not any trust, whether express, implied, or constructive, to which any of bound to regard the said shares may be subject; and the receipt of the party in whose name any such shåre shall stand in the books of the company, or, if it stands in the names of more parties than one, the receipt of one of the parties named in the register of shareholders, shall from time to time be a sufficient discharge to the company for any dividend or other sum of money payable in respect of such share, notwithstanding any trusts to which such share may then be subject, and whether or

trusts.

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