shall be conclusive Evidence that all the Requisitions of this Act in respect of Registration have been complied with."] 1 I.e., when Company is limited by guarantee or unlimited, Sect. 14, ante p. 6. 2 I.e., from the date stated in the Certificate of Incorporation, Companies Act, 1900, Sect. 1 (3), post p. 216. As to Seal for use in foreign countries, see the Companies Seals Act, 1864, post p. 140. 4 Unless Company be one not formed for acquisition of gain, as to which see Sect. 21, post p. 10. 5 Sect. 38, post p. 17. 6 Repealed and re-enacted by the Companies Act, 1900, Sect. 1 (1), post p. 216. dum and be given to Members. 19. A Copy of the Memorandum of Association' Copies of having annexed thereto the Articles of Association, Memoranif any, shall be forwarded to every Member, at his Articles to Request, on Payment of the Sum of One Shilling or such less Sum as may be prescribed by the Company for each Copy; and if any Company makes Default in forwarding a Copy of the Memorandum of Association. and Articles of Association, if any, to a Member, in pursuance of this Section, the Company so making Default shall for each Offence incur a Penalty not exceeding One Pound. 20. No Company shall be registered under a Name Prohibition identical with that by which a subsisting Company is against Identity of already registered, or so nearly resembling the same Names in as to be calculated to deceive, except in a case where Companies. such subsisting Company is in the course of being dissolved and testifies its Consent in such Manner as the Registrar requires; and if any Company, through Inadvertence or otherwise, is, without such Consent as aforesaid, registered by a Name identical with that by which a subsisting Company is registered, or so nearly resembling the same as to be calculated to deceive, such first-mentioned Company may, with the Sanction of the Registrar, change its Name, and upon such Change being made the Registrar shall enter the new Name on the Register in the Place of the former Name, and shall issue a Certificate of Incorporation altered to meet the Circumstances of the Case; but no such Alteration of Name shall affect any Rights or Obligations of the Company, or render defective any legal Proceedings instituted or to be instituted by or against the Com Prohibition tain Com ing Land. pany, and any legal Proceedings may be continued or commenced against the Company by its new Name that might have been continued or commenced against the Company by its former Name. 21. No Company formed for the Purpose of promotagainst cer- ing Art, Science, Religion, Charity, or any other like panies hold- Object,1 not involving the Acquisition of Gain by the Company or by the individual Members thereof, shall, without the Sanction of the Board of Trade, hold more than Two Acres of Land; but the Board of Trade may, by License under the Hand of One of their Principal3 Secretaries or Assistant Secretaries, empower any such Company to hold Lands in such Quantity and subject to such Conditions as they think fit. Nature of 1 As to such Companies, see Companies Act, 1867, Sect. 23, post p. 151. 2 Form F., Schedule 2, post p. 136. 3 Or of someone authorised by the President of the Board of Trade, Companies Act, 1907, Sect. 46, post p. 284. PART II. DISTRIBUTION OF CAPITAL AND LIABILITY OF MEM- Distribution of Capital. 22. The Shares or other Interest of any Member in a Company under this Act shall be Personal Estate, capable of being transferred 1 in manner provided by the Regulations of the Company, and shall not be of Shares to be the Nature of Real Estate, and each Share shall, in the Case of a Company having a Capital divided into Shares, be distinguished by its appropriate Number.2 Numbered. Definition of 1As to Registration of Transfer, see Sect. 35, post p. 15, and Companies Act, 1867, Sect. 26, post p. 151. 2 I.e., in the Register, Sect. 25 (1), post p. 11. 23. The Subscribers of the Memorandum of Associa"Member." tion of any Company under this Act shall be deemed to have agreed to become Members of the Company whose Memorandum they have subscribed, and upon the Registration of the Company shall be entered as Members on the Register of Members herein-after mentioned; 1 and every other Person who has agreed to become a Member of a Company under this Act, and whose Name is entered on the Register of Members, shall be deemed to be a Member of the Company. 1 Sect. 25, infra. Personal 24. Any Transfer of the Share or other Interest of Transfer by a deceased Member of a Company under this Act,1 Represenmade by his Personal Representative, shall, notwith- tative. standing such Personal Representative may not himself be a Member, be of the same Validity as if he had been a Member at the Time of the Execution of the Instrument of Transfer. 1 Sect. 22, ante p. 10. Members. 25. Every Company under this Act shall cause to Register of be kept in One or more Books a Register of its Members, and there shall be entered therein the following Particulars: (1.) The Names and Addresses, and the Occupations, if any, of the Members of the Company, with the Addition, in the Case of a Company having a Capital divided into Shares, of a Statement of the Shares held by each Member, distinguishing each Share by its Number; And of the Amount paid or agreed to be considered as paid on the Shares of each Member: (2.) The Date at which the Name of any Person was entered in the Register as a Member: (3.) The date at which any Person ceased to be a Member: And any Company acting in contravention of this Section shall incur a Penalty not exceeding Five Pounds for every Day during which its Default in complying with the Provisions of this Section continues, and every Director or Manager of the Company who shall know- . ingly and wilfully authorize or permit such Contravention shall incur the like Penalty.2 1 Where Shares have been converted into Stock, see Sect. 29, post p. 13. Where Share Warrants have been issued, see the Companies Act, 1867, Sect. 31, post p. 154. 2 Recoverable summarily, Companies Act, 1907, Sect. 49, post p. 285. Annual List 12 THE COMPANIES ACT, 1862. 2 26. Every Company under this Act,1and having a of Members. Capital divided into Shares, shall make, once at least in every Year, a List of all Persons who, on the Fourteenth Day succeeding the Day on which the Ordinary General Meeting, or if there is more than One Ordinary Meeting in each Year, the First of such Ordinary General Meetings is held, are Members of the Company; and such List shall state the Names, Addresses, and Occupations of all the Members therein mentioned, and the Number of Shares held by each of them, and shall contain a Summary 3 specifying the following Particulars: 4 (1.) The Amount of the Capital of the Company, and (3.) The Amount of Calls made on each Share : (6.) The total Amount of Shares forfeited: (7.) The Names, Addresses, and Occupations of the Persons who have ceased to be Members since the last List was made, and the Number of Shares held by each of them. The above List and Summary shall be contained in a separate Part of the Register, and shall be completed within Seven Days after such Fourteenth Day as is mentioned in this Section, and a Copy shall forthwith be forwarded to the Registrar of Joint Stock Companies. 1 And also Companies established outside, but trading within, the United Kingdom, Companies Act, 1907, Sect. 35 (3), post p. 279. * See Companies Act, 1900, Sect. 12 (5), post p. 228, as to similar list at the Statutory Meeting. 2 Sect. 49, post p. 22. 3 Schedule 2, Form E., post p. 133, as enlarged by the Companies Act, 1907, Sect. 21, post p. 272. 4 Where Shares have been converted into Stock, see Sect. 29, post p. 13. Where Share Warrants have been issued, see the Companies Act, 1867, Sect. 32, post p. 155. Where a reduction of Capital has taken place, see the Companies Act, 1880, Sect. 6, post p. 169, and for further requirements, see the Companies Act, 1900, Sect. 19, post p. 234, and the Companies Act, 1907, which adds to the particulars required the amount of Commission paid (Sect. 7, post p. 257) and (except in the case of private Companies) a balance-sheet (Sect. 21, post p. 272). THE COMPANIES ACT, 1862. 13 etc., not List of 27. If any Company under this Act, and having a Penalty on Capital divided into Shares, makes default in com- Company, plying with the Provisions of this Act with respect to forwarding forwarding such List of Members or Summary as is Members, herein-before mentioned1 to the Registrar, such Com- etc., to Registrar pany shall incur a Penalty not exceeding Five Pounds. for every Day during which such Default continues, and every Director and Manager of the Company who shall knowingly and wilfully authorize or permit such Default shall incur the like Penalty. 1 In the previous Sect. 2 Recoverable summarily, Companies Act, 1907, Sect. 49, post p. 285. 28. Every Company under this Act, having a Capital divided into Shares, that has consolidated1 and divided its Capital into Shares of larger Amount than its existing Shares, or converted any Portion of its Capital into Stock [or re-converted Stock into Shares 2] shall give Notice to the Registrar of Joint Stock Companies of such Consolidation, Division, or Conversion [or re-conversion 2], specifying the Shares so consolidated, divided, or converted [or the Stock re-converted 2]. 1 As empowered to do by Sect. 12, ante p. 5; power to re-convert was given by the Companies Act, 1900, Sect. 29, post p. 238. 2 The words in brackets were inserted by the Companies Act, 1907, Sect. 50, and 3rd Schedule, post pp. 284 and 290. Conversion 29. Where any Company under this Act, and having Effect of a Capital divided into shares, has converted any of Shares Portion of its Capital into Stock, and given Notice 2 into Stock. of such Conversion to the Registrar, all the Provisions of this Act which are applicable to Shares only shall cease as to so much of the Capital as is converted into Stock; and the Register of Members hereby required 3 to be kept by the Company, and the List of Members 4 to be forwarded to the Registrar, shall show the Amount of Stock held by each Member in the List instead of the Amount of Shares and the Particulars relating to Shares herein-before required.* 1 As empowered to do by Sect. 12, ante p. 5. 2 As required in preceding Section. 3 Sect. 25, ante p. 11. 4 Sect. 26, ante p. 12. Trusts on 30. No Notice of any Trust, expressed, implied, No Entry of or constructive, shall be entered on the Register, or Register. be receivable by the Registrar, in the Case of Com |