sent ENTIRE to the Company or its Bankers, when payment is made. The The Allotment Letter, with this Receipt Form attached, must be presented or Receipt and Advice Slip should bear the true date of payment. Form 6, Letter of Regret where no Allotment is made Application No. THE A. B. COMPANY, LIMITED (Registered Office.) (Date.) SIR, I am instructed by the Directors to inform you that your application for Preference Shares in this Company has been duly considered, and to express their regret that they have been unable to make any allotment to you. I send herewith cheque for £ in repayment of the deposit made by you on application.I am, your obedient Servant, (c.) CALLS C.D., Secretary. In making a call, the directors must keep in view the provisions of the articles of association. The resolution of the directors should specify the amount of the call, and where, when, and to whom it is to be paid. As to effect of failure to give notice of a call to a shareholder, see Ferguson, 8 R. 997. Form 7, Resolution making Call The Directors resolved to make, and hereby make, a call of five shillings per share on the Preference Shares of the Company, the call to be payable at the Registered Office of the Company, or paid in to the credit of the Company at the office of the Bank of Scotland at Edinburgh, London, and branches, on 30th June, 19 The Directors instruct the Secretary to issue the notices making the call, and to make all necessary arrangements in connection with the payment thereof. Form 8, Call Letter to Shareholders To.... No...... THE A. B. COMPANY, LIMITED (Registered Office.) (Date.) SIR, I beg to give you notice that the Directors, at a meeting held on inst., made a call of five shillings per share on the Preference Shares of the Company, and that the said call is payable on 30th June next. Under the Articles of Association, interest falls to be charged at 10 per cent. per annum upon any sum not paid when due. £ The amount payable in respect of Preference Shares held by you is That sum 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, and branches. The necessary Banker's Receipt and Advice Slip are annexed, and MUST BE produced along with this letter when PAYMENT IS MADE.-I am, your obedient Servant, This Receipt should be preserved. On its being sent to the Secretary, with the Share Certificate, the payment will be endorsed on the Certificate. Call due on 30th June, 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.) (Date.) This Advice Slip to be detached by the Bankers to whom payment is made, and forwarded to the Company through the Head Office of the Bank of Scotland. In this form the left-hand division is the counterfoil which is retained in the book of certificates in the company's possession, the middle division is the acknowledgment for the certificate, and the right-hand division is the certificate itself. Further payments to account of the amount due on the shares in respect of calls made subsequent to the issue of the certificate will be endorsed on the certificate when produced at the company's office together with the receipt for the said call. Form 10, Certificate in favour of Purchaser of Forfeited Shares THE RANDT GOLD MINING COMPANY, LIMITED Certificate to This is to certify that the New Balkis Eersteling, Limited, of, &c., is the holder of 40,000 shares of five shillings each, numbered inclusive, in the above-named Company, upon which the sum of 3s. 4d. per share has been paid. The remaining 1s. 8d. per share has been called up and is payable by the African Gold Properties, Limited, who were the holders of the said shares prior to the same being forfeited, and the said New Balkis Eersteling, Limited, is to be deemed to be the holder of the said shares, discharged from all calls due prior to the date hereof. The above is the form of certificate which was before the English Court of Appeal in Randt Gold Mining Company v. New Balkis, &c., Company, (1903), 1 K.B. 461. The certificate, it will be observed, follows the language of the latter part of clause 22 of the Articles of Association contained in Table A in the First Schedule to the Companies Act, 1862. issue of the certificate, the Randt Company made a call on the New Balkis Company of 1s. 3d. per share. The New Balkis Company pleaded that the Randt Company, having already called up the full amount of the shares from the previous holders, had exhausted their power of making calls, and that, by the issue of the above certificate, the Randt Company were barred from disputing that their right of recovery of the unpaid portion of the shares was against the previous holders only. It was held that the object of Article 22 of Table A was only to enable the Company to give a good title to the purchaser of the forfeited shares, and to relieve him of liability in respect of calls due prior to the purchase (e.g., interest on such calls), but that it did not discharge him from the obligation to pay fresh calls for the amount unpaid on the shares. To have decided otherwise would practically have been to enable the company to issue shares at a discount, because, unless the former holder paid up in full, the company would never possess the amount of capital provided by its constitution. In a previous case as to the same shares (Randt Gold Mining Company v. Wainwright (1901), 1 Ch. 184), it had been decided that the New Balkis Company were not entitled (the call on them of 1s. 3d. per share had not then been made) to vote at meetings while the call of 1s. 8d. made on the former shareholder remained unpaid. (e.) FORFEITURE OF SHARES The forfeiture must be authorised by the Articles of Association, and the provisions of the Articles of Association must be strictly complied with. Form 11, Resolution of Directors to give Notice before Forfeiture of the Articles of Resolved, That, in accordance with clause. Association, notice be given to the members who have failed to pay the call of five shillings per share which became due on 30th June last in respect of the Preference Shares of the Company, that if the amount of the call and the interest day of next, the due thereon be not paid on or before the shares will be liable to be forfeited. [A draft of the notice to be issued by the Secretary was submitted and approved.] The members to whom the notice will fall to be sent, and the particulars of the Preference Shares held by them respectively, are as follows: Names of Members. Number of Preference Distinctive Numbers of Shares. From To Form 12, Notice to Shareholders of impending Forfeiture (A certificate of posting the notice should be preserved. It may also be thought advisable to register the notice.) To THE A. B. COMPANY, LIMITED (Registered Office.) (Place and Date.) SIR,-In my letter of 15th May last, I gave you notice that the Directors had made a call of five shillings per share on the Preference Shares of the Company; that the call was payable on the 30th June last; that the amount payable in respect of the Preference Shares held by you was £ ; and that interest fell to be charged at 10 per cent. per annum upon any sum not paid when due. As the call on your said shares has not been paid, I, as instructed by the Directors, hereby require you, on or before the day of next, to pay the amount of the call, £ together with interest at 10 per cent. per annum from said 30th June to the date of payment. The amount, principal and interest, may either be remitted to this office, or paid to the credit of the Company with its bankers, the Bank of Scotland, Edinburgh, London, or Branches. of , your said And further, as instructed by the Directors, I hereby intimate to you that if the said call and interest be not paid on or before the said day Preference Shares will, in accordance with the Articles of Association, be liable to be forfeited.-I am, Sir, your obedient Servant, C. D., Secretary. |