Short title and construction. Definitions. Power for to keep THE COMPANIES (COLONIAL REGIS- (46 & 47 VICTORIA, CHAPTER 30.) 1. This Act may be cited for all purposes as the Companies (Colonial Registers) Act, 1883; and this Act shall, so far as is consistent with the tenor thereof, be construed as one with the Companies Acts, 1862 to 1880, and the said Acts and this Act may be referred to as the Companies Acts, 1862 to 1883. 2. In this Act the term "company" means a company registered under the Companies Act, 1862, and having a capital divided into shares; the term "shares" includes stock; the term "colony" does not include any place within the United Kingdom, the Isle of Man, or the Channel Islands, but includes such territories as may for the time being be vested in Her Majesty by virtue of an Act of Parliament for the government of India, and any plantation, territory, or settlement situate elsewhere within Her Majesty's dominions.1 1 And the Commonwealth of Australia, Companies Act, 1907, Sect. 43, post p. 284. 3. (1.) Any company whose objects comprise the companies transaction of business in a colony may, if authorised colonial so to do by its regulations, as originally framed or as altered by special resolution, cause to be kept in any colony in which it transacts business a branch register or registers of members resident in such colony. registers. (2.) The company shall give to the registrar of joint stock companies notice of the situation of the office where any such branch register (in this Act called a colonial register) is kept, and of any change therein, and of the discontinuance of any such office in the event of the same being discontinued. (3.) A colonial register shall, as regards the particulars entered therein, be deemed to be a part of the company's register of members, and shall be primá facie evidence of all particulars entered therein. Any such register shall be kept in the manner provided by the Companies Acts, 1862 to 1880,1 with this qualification, that the advertisement mentioned in section thirty-three 2 of the Companies Acts, 1862, shall be inserted in some newspaper circulating in the district wherein the register to be closed is kept, and that any competent court in the colony where such register is kept shall be entitled to exercise the same jurisdiction of rectifying the same as is by section thirty-five 3 of the Companies Act, 1862, vested, as respects a register, in England and Ireland in Her Majesty's superior courts of law or equity, and that all offences under section 25 & 26 Vict thirty-two of the Companies Act, 1862, may, as regards c. 89. a colonial register, be prosecuted summarily before any tribunal in the colony where such register is kept having summary criminal jurisdiction. (4.) The company shall transmit to its registered office a copy of every entry in its colonial register or registers as soon as may be after such entry is made, and the company shall cause to be kept at its registered office, duly entered up from time to time, a duplicate or duplicates of its colonial register or registers. The provisions of section thirty-two of the Companies Act, 1862, shall apply to every such duplicate, and every such duplicate shall, for all the purposes of the Companies Acts, 1862 to 1880, be deemed to be part of the register of members of the company. (5.) Subject to the provisions of this Act with respect to the duplicate register, the shares registered in a colonial register shall be distinguished from the shares registered in the principal register, and no transaction with respect to any shares registered in a colonial register shall, during the continuance of the registration of such shares in such colonial register, be registered in any other register. (6.) The company may discontinue to keep any colonial register, and thereupon all entries in that register shall be transferred to some other colonial register kept by the company in the same colony, or to the register of members kept at the registered office of the company. (7.) In relation to stamp duties the following provisions shall have effect: (a.) An instrument of transfer of a share registered in a colonial register under this Act shall be deemed to be a transfer of property situated out of the United Kingdom, and unless executed in any part of the United Kingdom shall be exempt from British stamp duty. (b.) 5 Upon the death of a member registered in a colonial register under this Act, the share or other interest of the deceased member shall for the purposes of this Act so far as relates to British duties be deemed to be part of his estate and effects situated in the United Kingdom for or in respect of which probate or letters of administration is or are to be granted, or whereof an inventory is to be exhibited and recorded in like manner as if he were registered in the register of members kept at the registered office of the company. (8.) Subject to the provisions of this Act, any company may, by its regulations as originally framed, or as altered by special resolution, make such provisions as it may think fit respecting the keeping of colonial registers. 1 1 I.e., in the Companies Act, 1862, Sects. 25 to 36, ante p. 11. et seq., and (as to share warrants) in the Companies Act, 1867, Sect. 31, ante p. 154. 2 Ante p. 14. 3 Ante p. 15. • Ante p. 14. 5 But now see the Revenue Act, 1889 (52 & 53 Vict., c. 42) Sect. 18, reversing this Sub-sect. where such member dies domiciled outside the United Kingdom. THE COMPANIES (MEMORANDUM (53 & 54 VICTORIA, CHAPTER 62.) 3 to alter form of confirma court. 1.-(1.) Subject to the provisions of this Act, a Power for company registered under the Companies Acts, 1862 Company to 1886, may, by special resolution, alter the pro- objects or visions of its memorandum of association or deed of constitution settlement, 2 with respect to the objects of the company subject to so far as may be required for any of the purposes tion by herein-after specified, or alter the form of its constitution by substituting a memorandum and articles of association for a deed of settlement, either with or without any such alteration as aforesaid with respect to the objects of the company, but in no case shall any such alteration take effect until confirmed on petition by the court which has jurisdiction to make an order for winding up the company. (2.) Before confirming any such alteration the court must be satisfied (a.) that sufficient notice has been given to every holder of debentures or debenture stock of the company, and any persons or class of persons whose interests will, in the opinion of the court, be affected by the alteration; and (b.) that, with respect to every creditor who in the opinion of the court is entitled to object, and who signifies his objection in manner directed by the court, either his consent to the alteration has been obtained or his debt or claim has been discharged or has determined, or has been secured to the satisfaction of the court. Provided that the court may, in the case of any person or class of persons, for special reasons, dispense with the notice required by this section. (3.) An order confirming any such alteration may be made on such terms and subject to such conditions as to the court seems fit, and the court may make such orders as to costs as it deems proper. (4.) The court shall, in exercising its discretion under this Act, have regard to the rights and interests of the members of the company, or of any class of those members, as well as to the rights and interests of the creditors, and may, if it thinks fit, adjourn the proceedings in order that an arrangement may be made to the satisfaction of the court for the purchase of the interests of dissentient members; and the court may give such directions and make such orders as it may think expedient for the purpose of facilitating any such arrangement or carrying the same into effect: Provided always, that it shall not be lawful to expend any part of the capital of the company in any such purchase. (5.) The court may confirm, either wholly or in part, any such alteration as aforesaid with respect to the objects of the company if it appears that the alteration is required in order to enable the company— (a.) To carry on its business more economically or more efficiently; or (b.) To attain its main purpose by new or improved means; or (c.) To enlarge or change the local area of its operations; or (d.) To carry on some business or businesses which under existing circumstances may conveniently or advantageously be combined with the business of the company; or (e.) To restrict or abandon any of the objects specified in the memorandum of association or deed of settlement. 1 The Companies Act, 1862, Sect. 12, ante p. 5, and the Companies Act, 1907, Sect. 39, post p. 282 (reorganisation of capital). 2 The Companies Act, 1862, Sect. 196, ante p. 82, and Sect. 3 (3) hereof, post p. 177. 3 Sub.-sect. (5) of this Section. 4 Specified in the Companies (Winding-up) Act, 1890, Sect. 1, post p. 178. 2.-(1.) Where a company1 has altered the provisions of its memorandum of association or deed of settlement with respect to the objects of the company, or has |