The New Joint Stock Company Law (of 1856, 1857, and 1858) with All the Statutes, and Instructions how to Form a Company

ABSTRACT OF STATUTES.

19 & 20 VICT. CAP. 47.

SECT. 1. Short title of Act, p. 1.

2. Act not to apply to banking and insurance companies, p. 1.

PART I.

CONSTITUTION AND INCORPORATION OF COMPANIES AND ASSOCIATIONS.

SECT.

Registry.

3. Company formed by memorandum of association and registration, p. 2.

4. Penalty on partnerships exceeding a certain number, p. 2.

5. Matters required to be prescribed by memorandum of association, p. 3.

6. Prohibition against identity of names in registered companies, p. 3. 7. Form of memorandum of association, p. 3.

8. Shares to be taken by subscribers of memorandum of association, p. 4.

9. Special regulations may be prescribed by articles of association, p. 4. 10. Form and effect of articles of association, p. 4.

11. Stamp on memorandum of association and articles of association, and use of printed copies, p. 5.

12. Registration of memorandum of association and articles of association, p. 5.

13. Effect of registration, p. 5.

14. Directors to be liable for debts if dividend be paid when the company. is known by them to be insolvent, p. 6.

15. Issue of shares by company, p. 7.

16. Register of shareholders, p. 7.

17. Annual list of shareholders on register, p. 7..

18. Penalty on company not keeping a proper register, p. 8.

19. Restrictive definition of shareholder, p. 8.

20. Transfer of shares, p. 8.

21. Certificate of shares, p. 9.

22. Calls a debt to company, p. 9.

23. Inspection of register, p. 9.

SECT. 24. Power to close register, p. 9.

25. Remedy for improper entry or omission of entry in register, p. 10. 26. Register to be evidence, p. 10.

27. Copy of memorandum and articles of association to be given to shareholders, p. 10.

PART II.

MANAGEMENT AND ADMINIstration of COMPANIES.

General.

SECT. 28. Registered office of company, p. 10.

29. Notice of situation of registered office, p. 11.

30. Publication of name by a limited company, p. 11.

31. Penalties on non-publication of name, p. 11.

32. General meeting of the company, p. 12.

33. Power of company to alter regulations by special resolution, p. 12 34. Definition of special resolution, p. 12.

35. Registry of special resolutions, p. 13.

36. Copies of special resolution, p. 13.

37. Notice to registrar of increase of capital, p. 13.

38. Prohibition against holding land, p. 13.

39. Prohibition against carrying on business with less than seven share

holders, p. 13.

40. Evidence of proceedings at meetings, p. 14.

Legal Instruments of Company.

41. Contracts, how made, p. 14.

Deeds.

42. Execution of deeds abroad, p. 15.

43. Promissory notes and bills of exchange, p. 15.

44. Mortgages according to English law, p. 15.

45. Bond and disposition in security according to Scotch law, p. 16.

46. Conveyances according to English law, p. 16.

47. Disposition in security according to Scotch law, p. 17.

Examination of Affairs of Company.

48. Examination of affairs of company by inspectors appointed by the

Board of Trade, p. 17.

SECT. 59. Application of Part III. of Act, p. 20.

60. Definition of "the court," p. 20.

61. Liability of present shareholders in respect of debts, p. 21.

62. Liability of former shareholders in a company other than a limited company with respect to debts, p. 21.

63. Liability of former shareholders in a limited company with respect to debts, p. 21.

64. Commencement of winding up of company defined, p. 21.

65. Definition of "contributory," and legal character of his liability, p. 22.

66. Rights of contributories between themselves, p. 22.

Winding up by Court.

67. Circumstances under which company may be wound up by court, p. 22.

68. Company when deemed unable to pay its debts, p. 23.

69. Application for winding up to be by petition, p. 23.

70. Course to be pursued by court on petition of a creditor, p. 23.

71. Order for winding up company on creditor's petition, p. 24.
72. Course to be pursued by court on petition of contributory, p. 24.
73. Effect of the order for winding up company, p. 24.

SECT. 74. Power of Court of Chancery to remit winding up to Court of Bank

ruptcy, p. 24.

75. Collection and application of assets, p. 25.

76. Fraudulent preference, p. 25.

77. Power of court to summon persons suspected of having property of

company, p. 25.

78. Examination of parties by court, p. 26.

79. Penalty on falsification of books, p. 26.

80. Attachments, sequestrations, and executions within three months of petition to be void, p. 26.

81. Books, &c. of company, to be evidence, p. 27.

82. Power of court to make calls, p. 27.

83. Payment of money into the bank, p. 27.

84. Power of court to grant injunction or interdict, p. 28.

85. Power of court to stay proceedings, p. 28.

86. Power of court to adjust rights of contributories, p. 28.
87. Power of court to order costs, p. 28.

Official Liquidators.

88. Appointment of official liquidators, p. 28.

89. Style and duties of official liquidators, p. 29.

90. Powers of official liquidators, p. 29.

91. Appointment of solicitor to official liquidators, p. 30.

92. Remuneration of official liquidators, p. 30.

93. Dissolution of company, p. 31.

94. Registrar to make minute of dissolution of company, p. 31.

95. Power of Lord Chancellor of Great Britain to make rules, p. 31.

96. Power of Lord Chancellor of Ireland to make rules, p. 31.

97. Power of Court of Session in Scotland to make rules, p. 31.

98. Power of Vice-warden of Stannaries to make rules; Court of Stan-
naries; service of process; appeal in cases of winding up, p. 32.
99. Power of Commissioners of Bankruptcy to make rules, p. 32.
109. Rules with respect to fees, p. 32.

101. Special commissioners for receiving evidence, p. 33.

Voluntary Winding up of Company.

102. Circumstances, under which company may be wound up voluntarily, p. 33.

103. Notice of resolution to wind up voluntarily, p. 34.

104. Consequences of voluntary winding up, p. 34.

105. Saving of rights of creditors, p. 36.

PART IV.

Registration Office.

SECT. 106. Constitution of registration office, p. 36.

PART V.

REPEAL OF FORMER ACTS, AND TEMPORARY PROVISIONS.

Repeal.

SECT. 107. Repeal of 7 & 8 Vict. c. 110; 10 & 11 Vict. c. 78; and 18 & 19 Vict. c. 133, p. 38.

108. Provisions of 11 Vict. c. 45; 12 & 13 Vict. c. 108; 7 & 8 Vict. c. 111;

and 8 & 9 Vict. c. 98, not to apply to companies registered under

this Act, &c., p. 38.

109. Saving clause as to repeal, p. 39.

Temporary Provisions.

110. Registration of existing companies, p. 39.

111. Requisitions for registration by existing companies, p. 40.
112. Authentication of statements of existing companies, p. 41.
113. Certificate of registration of existing companies, p. 42.

114. Power of company to change name, p. 43.

115. Certificate to be evidence of compliance with Act, p. 43.
116. Saving rights of creditors, p. 43.

CONTENTS OF SCHEDULE.

FORM A. Memorandum of association, p. 44.

TABLE B. Regulations for management of company, p. 45.

Arrangement of Clauses in Table B.

Shares-general, p. 45.

Transmission of shares, p. 47.

Forfeiture of shares, p. 47.

Increase of capital, p. 48.
General meetings, p. 48.
Votes of shareholders, p. 50.
Directors, p. 51.

Powers of directors, p. 51.

Disqualification of directors, p. 53.

Rotation of directors, p. 53.

Proceedings of directors, p. 54.

Dividends, p. 56.

Accounts, p. 56.

Audit, p. 57.

Notices, p. 58.

Form of balance sheet, p. 59.

FORM C. Memorandum of association, with articles of association annexed, p. 60.

TABLE D. Table of fees, p. 62.

FORM E. Summary of capital and list of shareholders, p. 63.

FORM F. Form of transfer of shares, p. 64.

FORM G. Form of licence to hold lands, p. 64.

FORM H. Form of mortgage (England and Ireland), p. 64.

FORM I. Form of mortgage (Scotland), p. 65.

« Eelmine Jätka »