Certified copies of documents as legal evidence. c. 89. 30 & 31 Vict. c. 131. 40 & 41 Vict. c. 26. taken or agreed to be taken by any person; and the provisions of "The Companies Act, 1867," shall not apply to any reduction of capital made in pursuance of this section. 1 Sects. 9 to 20 thereof, ante p. 146. 6. And whereas it is expedient to make provision for the reception as legal evidence of certificates of incorporation other than the original certificates, and 25 & 26 Vict. of certified copies of or extracts from any documents filed and registered under the Companies Acts, 1862 to 1877: Be it enacted, that any certificate1 of the incorporation of any company given by the registrar or by any assistant registrar for the time being shall be received in evidence as if it were the original certificate; and any copy of or extract from any of the documents 2 or part of the documents kept and registered at any of the offices for the registration of joint stock companies in England, Scotland, or Ireland if duly certified to be a true copy under the hand of the registrar or one of the assistant registrars for the time being, and whom it shall not be necessary to prove to be the registrar or assistant registrar, shall, in all legal proceedings, civil or criminal, and in all cases whatsoever, be received in evidence as of equal validity with the original docu ment. 1 The Companies Act, 1900, Sect. 1, post p. 216. 2 The Companies Act, 1862, Sect. 174 (5), ante p. 72. THE COMPANIES ACT, 1879. (42 & 43 VICTORIA, CHAPTER 76.) 1. This Act may be cited as the Companies Act, 1879. Short title 2. This Act shall not apply to the Bank of England. Act not to apply to Bank of England. 3. This Act shall, so far as is consistent with the Act to be tenor thereof, be construed as one with the Companies construed Acts, 1862, 1867, and 1877. with 25 & 26 Vict. c. 89, 30 & 31 Vict. c. 131, and 40 & 41 Vict. c. 26. Registra 25 & 26 Vict. 4. Subject as in this Act mentioned, any company registered before or after the passing of this Act as an tion anew of unlimited1 company may register under the Companies company Acts, 1862 to 1879, as a limited company, or any com- c. 89. pany already registered as a limited company may reregister 2 under the provisions of this Act. 30 & 31 Vict. c. 26. The registration of an unlimited1 company as a 42 & 43 Vict. limited company in pursuance of this Act shall not c. 76. affect or prejudice any debts, liabilities, obligations, or contracts incurred or entered into by, to, with, or on behalf of such company prior to registration, and such debts, liabilities, contracts, and obligations may be enforced in manner provided by Part VII.3 of the Companies Act, 1862, in the case of a company registering c. 89. in pursuance of that Part. 1 See Companies Act, 1862, Sect. 10, ante p. 4. 2 See Sect. 9, post p. 166. 3 The Companies Act, 1862, Sects. 195 and 196 (5), ante pp. 82, 83. 25 & 26 Vict. Reserve capital of company how provided. c. 89. 5. An unlimited company1 may, by the resolution2 passed by the members when assenting to registration as a limited company under the Companies Acts, 1862 25 & 26 Vict. to 1879, and for the purpose of such registration, or otherwise, increase the nominal amount of its capital by increasing the nominal amount of each of its shares. Provided always, that no part of such increased 42 & 43 Vict. capital shall be capable of being called up, except in the event of and for the purposes of the company being wound up. 30 & 31 Vict. c. 131. 40 & 41 Vict. c. 26. c. 76. Liability of bank of issue unlimited in respect of notes. *And, either in conjunction with or without any such increase of nominal capital, an unlimited1 company may, by such resolution as aforesaid, provide that a portion of its uncalled capital shall not be capable of being called up, except in the event of and for the purposes of the company being wound up.* A limited company may by a special resolution declare that any portion of its capital which has not been already called up shall not be capable of being called up, except in the event of and for the purpose of the company being wound up; and thereupon such portion of capital shall not be capable of being called up, except in the event of and for the purposes of the company being wound up. 1 Companies Act, 1862, Sect. 10, ante p. 4. 2 The Companies Act, 1862, Sect. 179 (5), ante p. 76. *This clause was altered to read as here printed by Companies Act, 1907, Sect. 50, and 3rd Schedule, post p. 290. 6. A bank of issue registered as a limited company, either before or after the passing of this Act, shall not be entitled to limited liability in respect of its notes; and the members thereof shall continue liable in respect of its notes in the same manner as if it had been registered as an unlimited company; but in case the general assets of the company are, in the event of the company being wound up, insufficient to satisfy the claims of both the note-holders and the general creditors, then the members, after satisfying the remaining demands of the note-holders, shall be liable to contribute towards payment of the debts of the general creditors a sum equal to the amount received by the note-holders out of the general assets of the company. For the purposes of this section the expression "the general assets of the company" means the funds available for payment of the general creditor as well as the note-holder. It shall be lawful for any bank of issue registered as a limited company to make a statement on its notes to the effect that the limited liability does not extend to its notes, and that the members of the company continue liable in respect of its notes in the same manner as if it had been registered as an unlimited company. accounts of 7.1 (1.) Once at the least in every year the accounts of every Audit of banking company registered after the passing of this Act as a banking limited company shall be examined by an auditor or auditors, companies. who shall be elected annually by the company in general meeting. (2.) A director or officer of the company shall not be capable of being elected auditor of such company. (3.) An auditor on quitting office shall be re-eligible. (4.) If any casual vacancy occurs in the office of any auditor the surviving auditor or auditors (if any) may act, but if there is no surviving auditor, the directors shall forthwith call an extraordinary general meeting for the purpose of supplying the vacancy or vacancies in the auditorship. (5.) Every auditor shall have a list delivered to him of all books kept by the company, and shall at all reasonable times have access to the books and accounts of the company; and any auditor may, in relation to such books and accounts, examine the directors or any other officer of the company. Provided that if a banking company has branch banks beyond the limits of Europe, it shall be sufficient if the auditor is allowed access to such copies of and extracts from the books and accounts of any such branch as may have been transmitted to the head office of the banking company in the United Kingdom. 1(6.) The auditor or auditors shall make a report to the members on the accounts examined by him or them, and on every balance sheet laid before the company in general meeting Signature of balance sheet. Applica tion of 30 & 31 Vict. c. 26. c. 89., c. 131., during his or their tenure of office; and in every such report shall state whether, in his or their opinion, the balance sheet referred to in the report is a full and fair balance sheet properly drawn up, so as to exhibit a true and correct view of the state of the company's affairs, as shown by the books of the company; and such report shall be read before the company in general meeting. (7.) The remuneration of the auditor or auditors shall be fixed by the general meeting appointing such auditor or auditors, and shall be paid by the company. 1 Repealed by Companies Act, 1907, Sect. 50, and 3rd Schedule, post p. 290; as to audit, see the Companies Act, 1900, Sects. 21 and 22, post pp. 234, 235, and Companies Act, 1907, Sect. 19, post p. 270. 8. Every balance sheet submitted to the annual or other meeting of the members of every banking company registered after the passing of this Act as a limited company shall be signed by the auditor or auditors, and by the secretary or manager (if any), and by the directors of the company, or three of such directors at the least. 9. On the registration, in pursuance of this Act,1of 25 & 26 Vict. a company which has been already registered, the c. 89., registrar shall make provision for closing the former c. 131, and registration of the company, and may dispense with 40 & 41 Vict. the delivery to him of copies of any documents with 25 & 26 Vict. copies of which he was furnished on the occasion of 80&31 Vict. the original registration of the company; 2 but, save as aforesaid, the registration of such a company shall take place in the same manner and have the same 42 & 43 Vict. effect as if it were the first registration of that company under the Companies Acts, 1862 to 1879, and as if the provisions of the Acts under which the company was previously registered and regulated had been contained in different Acts of Parliament from those under which the company is registered as a limited company. 40 & 41 Vict. c. 26., and c. 76. seq. 1 I.e., under Sect. 4 hereof, ante p. 163. 2 The Companies Act, 1862, Sects. 183 to 185, ante p. 77 et |