ing up that any past or present Director, Manager, Officer, or Member of such Company has been guilty of any Offence in relation to the Company for which he is criminally responsible, the Court may, on the Application of any Person interested in such Winding up, or of its own Motion, direct the Official Liquidators, or the Liquidators (as the Case may be,) to institute and conduct a Prosecution or Prosecutions for such Offence, and may order the Costs and Expenses to be paid out of the Assets of the Company. tion of of voluntary up. 168. Where a Company is being wound up alto- Prosecugether voluntarily, if it appear to the Liquidators, delinquent conducting such Winding up that any past or present Directors, Director, Manager, Officer, or Member of such Com- etc, in case pany has been guilty of any Offence in relation to the Winding Company for which he is criminally responsible, it shall be lawful for the Liquidators, with the previous Sanction of the Court, to prosecute such Offender, and all Expenses properly incurred by them in such Prosecution shall be payable out of the Assets of the Company in priority to all other Liabilities. false evi 169. If any Person, upon any Examination upon Penalties Oath or Affirmation authorized under this Act, or in for giving any Affidavit, Deposition, or solemn Affirmation in or dence. about the Winding up of any Company under this Act, or otherwise in or about any Matter arising under this Act, wilfully and corruptly gives false Evidence, he shall, upon Conviction, be liable to the Penalties of wilful Perjury.1 1 See Geo. II., c. 25, s. 2, and 54 & 55 Vict., c. 69. Power of Courts to make Rules. 170. Repealed by the Statute Law Revision Act, 1881. Court of 171. In Scotland the Court of Session may make Power of such Rules concerning the Mode of Winding up as Session in may be necessary by Act of Sederunt; but, until such Scotland Rules are made, the general Practice of the Court of Rules. Session in Suits pending in such Court shall, so far as to make Power to in Stan naries Court. the same is applicable, and not inconsistent with this Act, apply to all Proceedings for winding up a Company, and Official Liquidators shall in all respects be considered as possessing the same Powers as any Trustee on a Bankrupt Estate. 172. The Vice Warden of the Stannaries may from Make Rules Time to Time, with the Consent provided for by Section Twenty-three of the Act of Eighteenth of Victoria, Chapter Thirty-two, make Rules for carrying into Effect the Powers conferred by this Act upon the Court of the Vice Warden, but, subject to such Rules, the general Practice of the said Court and of the Registrar's Office in the said Court, including the present Practice of the said Court in winding up Companies, may be applied to all Proceedings under this Act; the said Vice Warden may likewise, with the same Consent, make from Time to Time Rules for specifying the Fees to be taken in his said Court in Proceedings under this Act; and any Rules so made shall be of the same Force as if they had been enacted in the Body of this Act; and the Fees paid in respect of Proceeding taken under this Act, including Fees taken under "The Joint Stock Companies Act, 1856," in the Matter of winding up Companies, shall be applied exclusively towards Payment of such additional Officers, or such Increase of the Salaries of existing Officers, or Pensions to retired Officers, or such other needful Expenses of the Court, as the Lord Warden of the Stannaries shall from Time to Time, on the Application of the Vice Warden or otherwise, think fit to direct, sanction, or assign, and meanwhile shall be kept as a separate Fund apart from the ordinary Fees of the Court arising from other Business to await such Direction and Order of the Lord Warden herein, and to accumulate by Investment in Government Securities until the whole shall have been so appropriated. Fees. Power of Lord Chancellor of 173. In Ireland the Lord Chancellor of Ireland may, as respects the Winding up of Companies in Ireland to Ireland, with the Advice and Consent of the Master of the Rolls in Ireland, exercise the same Power of make Rules. making Rules as is by this Act herein-before given to the Lord Chancellor of Great Britain; but until such Rules are made the general Practice of the Court of Chancery in Ireland, including the Practice hitherto in use in Ireland in winding up Companies, shall, so far as the same is applicable and not inconsistent with this Act, apply to all Proceedings for winding up a Company. PART V. REGISTRATION OFFICE. tion of Registra 174. The Registration of Companies under this Act Constitushall be conducted as follows; (that is to say,) (1.) The Board of Trade may from Time to Time tion Office. appoint such Registrars, Assistant Registrars, Clerks, and Servants as they may think necessary for the Registration of Companies under this Act, and remove them at Pleasure: (2.) The Board of Trade may make such Regulations as they think fit with respect to the Duties to be performed by any such Registrars, Assistant Registrars, Clerks, and Servants as aforesaid: (3.) The Board of Trade may from Time to Time determine the Places at which Offices for the Registration of Companies are to be established, so that there be at all Times maintained in each of the Three Parts of the United Kingdom at least One such Office, and that no Company shall be registered except at an Office within that Part of the United Kingdom in which by the Memorandum of Association the Registered Office of the Company is declared to be established; and the Board may require that the Registrar's Office of the Court of the Vice Warden of the Stannaries shall be One of the Offices for the Registration of Companies formed for working Mines within the Jurisdiction of the Court: (4.) The Board of Trade may from Time to Time direct a Seal or Seals to be prepared for the Authentication of any Documents required for or connected with the Registration of Companies: (5.) Every Person may inspect the Documents kept by the Registrar of Joint Stock Companies; and there shall be paid for such Inspection such Fees as may be appointed by the Board of Trade, not exceeding One Shilling for each Inspection; and any Person may require a Certificate of the Incorporation of any Company, or a Copy or Extract of any other Document or any Part of any other Document, to be certified by the Registrar; and there shall be paid for such Certificate of Incorporation, certified Copy, or Extract such Fees 2 as the Board of Trade may appoint, not exceeding Five Shillings for the Certificate of Incorporation, and not exceeding Sixpence for each Folio of such Copy or Extract, or in Scotland for each Sheet of Two hundred Words: 1 Which shall be evidence. The Companies Act, 1877, Sect. 6, post p. 162. 2 To be paid by adhesive stamps; see Treasury order of 31st January, 1901, post p. 242. (6.) The existing Registrar, Assistant Registrars, Clerks, and other Officers and Servants in the Office for the Registration of Joint Stock Companies shall, during the pleasure of the Board of Trade, hold the Offices and receive the Salaries hitherto held and received by them, but they shall in the Execution of their Duties conform to any Regulations that may be issued by the Board of Trade: (7.) There shall be paid to any Registrar, Assistant Registrar, Clerk, or Servant that may hereafter be employed in the Registration of Joint Stock (8.) Whenever any Act is herein directed to be done PART VI. APPLICATION OF ACT TO COMPANIES REGISTERED UNDER Joint Stock ,, Acts to 175. The Expression "Joint Stock Companies Acts as used in this Act shall mean "The Joint Stock Com- 20 Vict. c. 47, 20 & 21 panies Act, 1856,' ""The Joint Stock Companies Acts, Vict. c. 14, 1856, 1857," "The Joint Stock Banking Companies Vict. c. 91, and 21 & 22 include 7 & Act, 1857," and "The Act to enable Joint Stock but not to Banking Companies to be formed on the Principle of 8 Vict. c. 110. |