Companies limited by Guarantee.1 as to com guarantee. 27. (1.) A company limited by guarantee shall not Provisions be capable of having a capital divided into shares, un- panies less the memorandum of association so provides, and limited by specifies the amount of its capital (subject to increase or reduction in accordance with the Companies Acts) and the number of shares into which the capital is divided. (2.) Every provision in any memorandum or articles of association or resolution of a company (whether limited by guarantee or otherwise) purporting to divide the undertaking of the company into shares or interests shall for the purposes of this section be treated as a provision for a capital divided into shares, notwithstanding that the nominal amount or number of the shares or interests is not specified thereby. (3.) In the case of a company limited by guarantee and not having a capital divided into shares, every provision in the memorandum or articles of association or in any resolution of the company purporting to give any person a right to participate in the divisible profits of the company otherwise than as a member shall be void. (4.) This section shall apply only to companies registered after the commencement of this Act. 1 The Companies Act, 1862, Sect. 9, ante p. 4; Sect. 14, p. 6; Sect. 90, p. 38; Sect. 134, p. 57, and Form C, p. 116 et seq. False Statements.1 false state ment. 28. If any person in any return, report, certificate, Penalty for balance sheet, or other document, required by or for the purposes of this Act, wilfully makes a statement false in any material particular, knowing it to be false, he shall be guilty of a misdemeanor, and shall be liable on conviction on indictment to imprisonment for a term not exceeding two years, with or without hard labour, and on summary conviction to imprisonment for a term not exceeding four months, with or without Conversion shares. c. 89. hard labour, and in either case to a fine in lieu of or in addition to such imprisonment as aforesaid: Provided that the fine imposed on summary conviction shall not exceed one hundred pounds. 1 See also the Larceny Act, 1861, Sects. 82, 83 and 84, post Appendix. Conversion of Stock into Shares. 29. Every company limited by shares, and which of stock into has in pursuance of the Companies Act, 1862,1 con25 & 26 Vict. Verted any portion of its shares into stock, may so far modify the conditions in its memorandum of association, if authorised to do so by its articles as originally framed or as altered by special resolution in manner provided in the Companies Act, 1862,2 as to reconvert 3 such stock into paid-up shares of any denomination. 1 Section 12 thereof, ante p. 5. 2 Section 50 thereof, ante p. 22. 3 Companies Act, 1862, Sect. 28, an'e p. 13, as to notice of reconversion. Supplemental. Definitions. 30. In this Act, unless the context otherwise requires, The expression "Companies Acts" means the the same; The expression "company means a company registered under the Companies Acts; The expression “director” includes any person occupying the position of director, by whatever name called; The expression "registered" means registered under the Companies Acts; The expression "prescribed " means prescribed by the Board of Trade; The expression prospectus" means any prospectus, notice, circular, advertisement, or other invitation, offering to the public for subscription or purchase any shares or debentures of a company; The expression "debenture" includes debenture Other expressions 1 have the same meanings as in 1 For these, see in Index under "Definition". of Act. 31. This Act shall, except as otherwise expressed, Application apply to every company, whether formed before or after the commencement of this Act. 1 I.e., 1st January, 1901, Sect. 35 infra. 54 Vict. c. 63. 32. The Companies (Winding-up) Act, 1890, and constructhis Act, shall have effect as part of the Companies Act, tion of 53 & 1862; but nothing in this section shall be construed and of Act. as extending the Companies (Winding-up) Act, 1890, to Scotland or Ireland. 33.-(1) Section twenty-five1 of the Companies Repeal. Act, 1867, and the other enactments mentioned in the schedule to this Act, to the extent specified in the third column of that schedule, are hereby repealed. (2.) No proceedings under section twenty-five1 of the Companies Act, 1867, shall be commenced after. the commencement of this Act. 1 Ante p. 153; but that Section may possibly still apply to shares issued before 1901. See Interpretation Act, 1889, Sect. 38. post Appendix. 34. This Act shall apply to Scotland, subject to the Application following provisions and modifications: (1.) Solicitor of the High Court" shall mean enrolled law agent; to Scotland. (2.) The provisions of this Act with respect to the registration of mortgages and charges shall not apply to companies registered in Scotland; (3.) All prosecutions for offences or fines shall be at the instance of the Lord Advocate or a procurator fiscal as the Lord Advocate may direct. 35. This Act shall, except as otherwise expressed, commencecome into operation on the first day of January one thousand nine hundred and one. ment. 36. This Act may be cited as the Companies Act, Short title. 1900, and may be cited with the Companies Acts, 1862 to 1898. Section 33. ENACTMENTS REPEALED. Session and Short Title. Extent of Repeal. 25 & 26 Vict. The Companies Act, Section eighteen, from c. 89. 1862 "A certificate" to the end of the section. In sections forty-five and forty-six, the words "and not having a capital divided into shares." Section one hundred and ninety-two. 30 & 31 Vict. The Companies Act, Sections twenty-five, c. 131. 1867. thirty-eight, and TABLE OF FORMS directed by the BOARD OF TRADE to be used for the purposes of the Companies Act, 1900, together with the fees* relating thereto, published in the London Gazette, 1st January, 1901. No. of Certificate FORM No. 6B. Names and addresses of the persons who are the Directors Limited, on the of the day of 19 (Pursuant to Sect. 19 (1) (b) of 63 and 64 Vict., ch. 48.) Names. Signature Addresses. Description (i.e., Manager or Secretary). NOTE. This List should be annexed to the Annual Return immediately after the list of Members. * By a Treasury order, dated 31st January, 1901, all fees payable to the Registrar of Joint Stock Companies are to be collected by means of impressed stamps, except in the case of copies of registered documents supplied to the public, to which adhesive stamps are to be affixed. No. of Certificate FORM No. 9. THE COMPANIES ACTS, 1862 тo 1900. Copy of Register of Directors or Managers of the Company, Pursuant to Sects. 45 and 46 of 25 and 26 Vict., c. 89, and Sect. 20 of 63 and 64 Vict., c. 48. This Notice should be signed by the Secretary of the Company. Presented for filing by Copy of the Register of Directors or Managers of the and of any changes therein. 1 A complete list of the existing Directors or Managers should always be given. A note of the changes since the last List was filed should be made in this column, e.g., by placing against a new director's name the words "in place of "and by writing against any former director's name the words ". dead,” resigned," or as the case may be. 66 Fee on presentation for filing, 5s. No. of Certificate FORM No. 41. COMPANIES ACTS, 1862 TO 1900. DECLARATION of Compliance with the requisitions of the Companies Acts, made pursuant to Sect. 1 (2) of the Companies Act, 1900 (63 and 64 Vict. Ch. 48) on behalf of a Company pro. posed to be registered as the Presented for filing by I of of the do solemnly and sincerely declare that I am1 Limited, and that all the requisitions of the Companies Acts in respect of matters precedent to the registration of the said Company and incidental 1 Here insert: "A Solicitor of the High Court engaged in the formation "; or a Director or Secretary named in the Articles of Association". |