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ALIENS. 29 V'ic. c. 15. An Act to amend the Laws relating to Aliens.
(Assented to 11th May, 1866.)
Colony relating to Aliens should be amended in the particulars hereinafter mentioned ; May it, &c.
I. That every Alien now residing in, or who shall hereafter Aliens may come to reside in any part of the Bahama Islands, being the sub- hold lands, ject of a State at amity with Great Britain, shall and may by houses, &c.
for grant, lease, demise, assignment, request, representation or other
not exceeding wise, take and hold any lands, houses or other tenements for the
21 years, with purpose of residence or of occupation by him or his servants, or full rights as for the purpose any business, trade or manufacture, for any term British subof years not exceeding twenty-one years, as fully and effectually jects. to all intents and purposes, and with the same rights, remedies, exemptions and privileges as if he was a natural-born subject of the British Crown, except the right to be elected and to serve as a Exceptions. Member of the House of Assembly, or as a member of any Parochial Vestry, or to vote at any election for such members, and also except the right to serve as a juror otherwise than on juries de medietate lingue.
II. It shall be lawful for the Governor in Council, upon the Governor may application of any Company or Association formed for the pur- grant licences pose of carrying on any business, trade, manufacture or other un- to aliens for dertaking in the Colony, and composed of Aliens, being the sub- the purpose of
carrying on jects of any State or States at amity with Great Britain, or of
any business, British subjects and any such Aliens, to grant a licence or licences &c. to such Company or Association to hold lands for the purposes or objects for which such Company may be formed ; provided that no Proviso. such licence shall be granted until it shall be made to appear to the satisfaction of the Governor in Council that the lands for the holding of which the licence is applied for are actually required for the prosecution of the enterprise for which the Company has been established.
29 Vic. c. 5.
Trading Companies and other Associations. (Assented
to 27 March, 1866.) CONSTITUTION AND INCORPORATION OF COMPANIES AND Associ
ATIONS UNDER THIS ACT. PREAMBLE.
HEREAS, it is expedient that a General Law should be
passed defining the mode of incorporating and regulating Trading Companies and other Associations ; May it therefore please the Queen's most Excellent Majesty, that it may be enacted, and be it enacted by his Excellency Rawson William Rawson, Esquire, Companion of the most Honorable Order of the Bath, Governor and Commander-in-Chief in and over the Bahama Islands, the Legislative Council, and Assembly of the said Islands, and it is hereby enacted and ordained by the authority of the same,
as follows: Mode of form- 1. That any five or more persons associated for any lawful puring Company. pose may, by subscribing their names to a Memorandum of Asso
ciation, and otherwise complying with the Requisitions of this Act in respect of Registration, form an incorporated Company, with or
without limited liability. Mode of limit- II. The liability of the Members of a Company formed under ing liability of this Act, may, according to the Memorandum of Association, be
limited either to the amount, if any, unpaid on the shares respectively held by them, or to such amount as the Members may respectively undertake, by the Memorandum of Association, to contribute to the assets of the Company in the event of its being
wound up. Memorandum III. Where a Company is formed on the principle of having the of Association liability of its Members limited to the amount unpaid on their of a Company shares, hereinafter referred to as a Company limited by shares, the limited by
Memorandum of Association shall contain the following things ; shares.
(that is to say):
the word “Limited,” as the last word in such name.
Company is proposed to be situate. 3. The objects for which the proposed Company is to be
established. 4. A declaration that the liability of the Members is limited. 5. The amount of Capital with which the Company proposes
to be registered, divided into shares of a certain fixed amount, to be also therein specified.
SUBJECT TO THE FOLLOWING REGULATIONS : 1. That no Subscriber shall take less than one share. 2. That each Subscriber of the Memorandum of Association shall
write opposite to his name the number of Shares he takes.
IV. Where a Company is formed on the principle of having the 29 Vic. c. 5. liability of its Members limited to such amount as the Members respectively undertake to contribute to the assets of the Company, Memorandum in the event of the same being wound up, hereinafter referred to, of Association as a Company limited by guarantee, the Memorandum of Associa- of a Company
limited by tion shall contain the following things, (that is to say) :
guarantee. 1. The name of the proposed Company, with the addition of
the word “Limited,” as the last word in such name. 2. The part of the Colony in which the registered office of the
Company is proposed to be situate. 3. The objects for which the proposed Company is to be estab
to the assets of the Company, in the event of the same
ing a specific amount to be therein named. V. Where a Company is formed on the principle of having no Memorandum limit placed on the liability of its Members, hereinafter referred
of an unlimited to as an unlimited Company, the Memorandum of Association Company. shall contain the following things, (that is to say):
1. The name of the proposed Company,
Company is proposed to be situate.
lished. VI. The Memorandum of Association shall be signed by each Signature Subscriber in the presence of, and be attested by one witness at and effect of
Memorandum the least: It shall, when registered, bind the Company and the
of Association. Members thereof to the same extent, as if each Member had subscribed his name and affixed his seal thereto, and there were in the Memorandum contained, on the part of himself, his heirs, executors and administrators, a covenant to observe all the conditions of such Memorandum, subject to the provisions of this Act.
VII. Any Company limited by shares, may so far modify the Power of cerconditions contained in its Memorandum of Association, if autho- tain Companies rized to do so by its regulations as originally framed, or as altered to alter Memo
randum of Asby special resolution in manner hereinafter mentioned, as to in
sociation. crease its capital, by the issue of new shares of such amount as it thinks expedient, or to consolidate and divide its capital into shares of larger amount than its existing shares or to convert its paid-up shares into Stock ; but, save as aforesaid, and save as is hereinafter provided in the case of a change of name, no alteration shall be made by any Company in the conditions contained in its Memorandum of Association.
VIII. Any Company under this Act, with the sanction of a Power of Comspecial Resolution of the Company passed in manner hereinafter panies to mentioned, may change its name, and upon such change being change names. made, the Registrar of Records, on receiving the special resolution authorizing the same, shall, after recording the special resolu
29 Vic. c. 5. tion, issue a certificate of Incorporation altered to meet the cir
cumstances 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 Company; 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.
ARTICLES OF ASSOCIATION. Regulations to IX. The Memorandum of Association may be accompanied, be prescribed when registered, by Articles of Association, signed by the subby Articles of
scribers to the Memorandum of Association and prescribing such Association.
regulations for the Company as the subscribers to the Memorandum of Association deem expedient. The Articles shall be expressed in separate paragraphs, numbered arithmetically: They shall
, in the case of a Company, whether limited by guarantee or unlimited, that has a capital divided into shares, state the amount of capital with which the Company proposes to be registered ; and in the case of a Company, whether limited by guarantee or unlimited, that has not a capital divided into shares, state the number of members with which the Company proposes to be registered. In a Company limited by guarantee or unlimited, and having a capital divided into shares, each subscriber shall take one share at the least, and shall write opposite to his name in the Memorandum
of Association the number of shares he takes. Signature and X, The Articles of Association shall be signed by each subeffect of Ar scriber in the presence of, and be attested by, one witness at the ticles of Asso- least; when registered, they shall bind the Company and the
members thereof to the same extent as if each member had subscribed his name and affixed his seal thereto, and there were in such Articles contained a covenant on the part of himself, his Heirs, Executors and Administrators, to conform to all the Regulations contained in such Articles, subject to the provisions of this Act; and all monies, payable by any member to the Company, in pursuance of the conditions and regulations of the Company, or any of such conditions or regulations, shall be deemed to be a debt due from such member of the Company.
GENERAL PROVISIONS. Registration. XI. The Memorandum of Association and the Articles of As
sociation, if any, shall be delivered to the Registrar of Records for the Colony, who shall enter the same in a book of record, to be opened and kept in his office for the purpose ; and after such entry shall have been made, the Memorandum and Articles shall be retained by the said Registrar as a record of his office, and the like fees shall be payable in respect of the entering and recording of such documents as are now by law payable on entering and
recording of Deeds. Certificate of XII. Upon the registration of the Memorandum of Associaregistration. tion, and of the Articles of Association, or of the Memorandum Incorporation alone, as the case may be, the Registrar shall certify under his of Company. hand that the Company is incorporated, and in the case of a
limited Company that the Company is limited: The subscribers of the Memorandum of Association, together with such other persons
as may from time to time become members of the Company, shall 29 Vic. c. 5. thereupon be a body corporate by the name contained in the Memorandum of Association, capable forth with of exercising all the functions of an incorporated Company, and having perpetual succession and a common seal, with power to hold Lands, but with such liability on the part of the members to contribute to the assets of the Company in the event of the same being wound up, as is hereinafter mentioned. A certificate of the incorporation of any Company given by the Registrar shall be conclusive evidence that all the requisitions of this Act in respect of registration have been complied with.
XIII. If any Company or Association incorporated under this Governor in Act shall require to lay down rails, pipes, or other material, in any council may public road, street or other public place, for the purpose of enabling grant licences them to carry on the business or objects for which the members rails in public have associated themselves together; or to build out wharves or streets and abutments in any port, harbour or public water for any such build out like purpose, it shall be lawful for the Governor, acting by and wharves in with the advice of the Members of the Executive Council, on ap
certain cases. plication by the parties, in his discretiòn, to grant a Licence or Licences for the purpose or purposes required; and upon such terms and conditions for the protection of the interests of the public as may be deemed necessary.
XIV. The right to hold Lands under this Act shall be re- Lands to be stricted exclusively to purposes for which the particular Company used only for or Association has been formed : and no Member of any such Com- purposes of
Company not pany or Association, or any of their servants or tenants, shall to confer exercise any Political Franchise in respect of any Lands held by political franany such Company or Association.
chise. XV. A copy of the Memorandum of Association, having an- Copies of Menexed thereto the Articles of Association, if any, shall be for- morandum and warded to every Member, at his request, on payment of such Articles to be
given to Mem. reasonable sum, not exceeding two shillings for each copy, as may bers. be fixed by any rule of the Company; and in the absence of any such rule, shall be given gratuitously; 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.
XVI. No Čompany shall be registered under a name identical Provision with that by which a subsisting Company is already registered, against idenor so nearly resembling the same as to be calculated to deceive, tity of names
in Companies. except in a case where such subsisting Company is in the course of being dissolved, and testifies its consent in such manner as the Registrar of Records 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 insti