13. SEAL BOOK This should contain a record of all the documents to which the company's seal has been affixed, and it should be initialed by the officials signing the document which is sealed. The seal should of course be affixed to a deed at the time of signing and in the presence of the officials signing. The Application and Allotment Letter constitute a contract between the applicant and the company. To ensure this, care must be taken that the allotment letter does not introduce any condition not contained in the prospectus and application. In ordinary circumstances, the allotment letter may be posted to the applicant, and where that is done the contract is complete when the letter is posted, even although it does not reach its destination. It is important to preserve evidence of posting. The name of the allottee must be entered on the Register of Members, in accordance with sec. 23 of the Companies Act, 1862; and a return of allotments (for which there is an official form) must, in compliance with sec. 7 of the Companies Act, 1900, be made to the registrar within one month after allotment. And see further as to allotments, sec. 4 and following sections of the 1900 Act. The forms given are Allotment Letters for Shares only. Very slight alterations are needed to make them suitable for allotments of debentures or debenture stock, and, accordingly, it is not thought necessary to print special forms for these. The stamp duty on an allotment letter is 6d., unless the nominal amount allotted is less than £5, in which case the duty is 1d. (Stamp Act, 1891, as amended by Finance Act, 1899, sec. 9). The stamp must be impressed. An adhesive stamp is permissible on a Letter of Renunciation, but not on an Allotment Letter. (a.) APPLICATION FOR SHARES Form 1, Application for Shares THE A. B. COMPANY, LIMITED Incorporated under the Companies Acts, 1862 to 1900. Form of Application for [Preference] Shares. To the Directors of The A. B. Co., Limited. GENTLEMEN,—Having paid to the Company's bankers the sum of £ sterling, being a deposit of [2s. 6d.] per share on [Preference] Shares of [1] each in the above Company, I [or we] hereby request that you will allot to me [or us] that number of such shares, and I [or we] agree to accept the same, or any less number you may allot to me [or us], upon the terms of the prospectus, dated and the Memorandum and Articles of Association of the Company, and I [or we] authorise you to place my [or our] name[s] upon the register of members in respect of the shares which may be allotted to me [or us]. Usual signature Full Christian name or names, and surname Residence Profession or occupation If a lady, state whether married, a widow, or spinster. of £ £ (Date.) THE A. B. COMPANY, LIMITED Receipt for Deposit on Application for [Preference] Shares. sterling, being a deposit of [2s. 6d.] per share on application for [Preference] Shares in The A. B. Co., Limited. This receipt, when received back from the bankers, to be preserved by the applicant, to be exchanged, along with the letter of allotment, for the share certificate. (b.) ALLOTMENT Form 2, Resolution of Directors allotting Shares That, having before us the applications for shares, and a list thereof containing the names of the applicants and the number of shares applied for by each, we hereby allot to these applicants the number of shares respectively set opposite their names in the said list in the column headed "Number of Shares Allotted," and that we direct the chairman and secretary to authenticate the said list by subscribing the same. In those cases where the allottees are subscribers to the Memorandum of Association, the shares now allotted shall be held to include the shares for which they so subscribed. The shares now allotted are Form 3, Resolution instructing Return of Allotment That the Company's solicitors be instructed to file with the Registrar of Joint Stock Companies the return of the allotments required by the terms of sec. 7 of the Companies Act, 1900. (The return itself must be on the official form.) Form 4, Letter of Allotment when the Full Number of Shares applied for has been Allotted To....... No.......... THE A. B. COMPANY, LIMITED (Registered Office.) (Date.) SIR, I am directed to inform you that, in compliance with your application, the Directors have allotted to you [Preference] Shares of £10 each in this Company. In terms of the Prospectus, £1 per share was payable on application; £4 per share is payable on allotment; and the balance of £5 per share on 2nd January, Under the Articles of Association, interest falls to be charged at 10 per cent. upon any of these sums not paid when due; and where interest so falls to be charged, the matter will be adjusted at the payment of the first dividend. In terms of the prospectus, the instalment due 2nd January, 19, may be prepaid, and where that is done interest will run from the date of prepayment [or, if the prospectus did not provide for payments in advance of calls, and it is not intended to accept these, say, "It is not proposed to allow interest in respect of prepayment of calls"]. I subjoin a note of the amount now payable by you. The amounts payable may either be remitted, free of charge, to this office, or paid in to the credit of the Company at the office of the Bank of Scotland at Edinburgh, London, or branches. When all the payments have been made, this letter, with the receipts attached, should at once be sent to the secretary, in order that a fully paid-up certificate may be issued [or, "Due notice will be given when this Allotment Letter may be exchanged for a Share Certificate "].—I am, your obedient servant, C. D., Secretary. Amount payable on application and on allotment (together, £5 THE A. B. COMPANY, LIMITED. No. RECEIVED this The Allotment Letter, with these Receipt Forms attached, must be presented or sent ENTIRE to the Company or its Bankers when the payments are made. The appropriate Receipts and Advice Slips should bear the true date of payment. THE A. B. COMPANY, day of being the sum of amount due on 2nd January, 19 per 19 . FOR THE BANK OF SCOTLAND, Note. The above Receipt to be filled up by party to whom money paid, who will detach the corresponding Advice Slip. Any interest to be charged will be adjusted by the Company. (See Allotment Letter.) This to be detached by the Bankers to whom payment is made, and forwarded to the When the final payment is made, the Company through the Head Allotment Letter and relative Receipts alternative at end of Allotment Letter.) (See Office of the Bank of Scotland. Form 5, Letter of Allotment where a less number of Shares has been Allotted than was Applied for (NOTE.-The Application Form should bear that the applicant will take the number of shares applied for, or any smaller number that may be allotted.) To......... No........... Letter of Allotment. THE A. B. COMPANY, LIMITED (Registered Office.) (Date.) SIR, I am directed to inform you that, in compliance with your application, the Directors have allotted to you Preference Shares of £10 each in this Company. The Directors regret that, owing to the large number of Shares applied for, they have been unable to make a larger allotment to you. In terms of the Prospectus, £1 per share was payable on application, £4 per share is payable on allotment, and the balance of £5 per share on 2nd January, Under the Articles of Association, interest falls to be charged at 10 per cent. upon any of these sums not paid when due; and where interest so falls to be charged, the matter will be adjusted at the payment of the first dividend. In terms of the Prospectus, the instalment due 2nd January, 19 , may be prepaid, and where that is done interest will run from the date of prepayment [or, if the Prospectus did not provide for payments in advance of calls, and it is not intended to accept these, say, "It is not proposed to pay interest in respect of prepayment of calls "]. The amount payable may either be remitted, free of charge, to this Office, or paid in to the credit of the Company at the Office of the Bank of Scotland, at Edinburgh, London, or branches. When payment has been made, this Letter, with the Receipts attached, should at once be sent to the Secretary, in order that a fully paid-up Certificate may be issued [or, "Due notice will be given when this Allotment Letter may be exchanged for a Share Certificate "].—I am, your obedient Servant, |