Forms. Thus a lutions can, it would seem, be passed in three meetings. It takes many months generally to effect the reduction, e.g., from six months to a year. In a recent case (The Crimble Spinning Co.) the reduction was effected in the short space of four months. For cases in which resolutions to reduce capital have been confirmed by the Court, see In re Sharp. Stewart, & Co., 5 Eq. 155; In re Estates Co., 5 Ch. 407; In re Dunaberg, Sc., Co., 20 L. T. 103; In re Credit Foncier of England, 11 Eq. 356. Some persons frame a resolution for reducing capital as follows:"That the conditions contained in the memorandum of association of the company be modified by reducing," &c., but there is nothing to render this necessary. The Court has confirmed many resolutions not so framed. As to what is a reduction of capital, see infra, "Petitions," Precedent I. FORM XV. That the capital of the company be reduced to 50,000l. by reducing the nominal amount of each share from 107. to 57. FORM XVI. That the capital of the company be reduced from 100,0007., divided into 10,000 shares of 107. each, to 50,000l., divided into 10,000 shares of 57. each. FORM XVII. 1. That the capital of the company be reduced from 200,0007. to 100,000l. 2. That the said reduction be effected by repaying to the members the sum of 10l. per share, and reducing the nominal amount of each share to 107. FORM XVIII. That the capital of the company be reduced from 50,0007. to 30,000l., by returning to the holders of the shares numbered to inclusive, which have been fully paid up, the sum of 21. per share, and by reducing the nominal amount of all the shares from 57. to 31. Forms. FORM XIX. Resolution declaring the conditions on which share warrants will be issued. The following are conditions suitable to be made by the directors under Clause 32, supra, p. 156. If the words within brackets in that clause are not struck out the conditions must be submitted to the company in general meeting for its approval. That the following conditions as to the issue of share warrants be made pursuant to Clause of the articles of association of the company. 1. No share warrant shall be issued except upon a request in writing by the person for the time being upon the register of members as the holder of the share or stock in respect of which the share warrant is to be issued. For form of share warrant, see infra, Certificates. There can be no doubt that if the company issue a share warrant to a purchaser not entitled, it will be estopped from denying the right of any purchaser from him. See further, introductory notes to "certificates." The utmost care ought therefore to be used. Upon whose request warrant to be issued. 2. The request shall be in such form, and authenticated by Regulations as to request. such statutory declaration or other evidence as to the identity of the person making the same, and of his right or title to the share or stock, as the directors shall from time to time require, and shall be lodged at the office of the company. be surrendered. 3. Before the issue of a share warrant the certificate (if any) Certificates to then outstanding in respect of the shares or stock intended to be included in it shall be delivered up to the directors unless they dispense with this condition. If the certificate is left outstanding it will be more or less a risk of the company, and the directors may reasonably require an indemnity. 4. Any person applying to have a share warrant issued shall Stamp duty. at the time of application pay to the directors the stamp duty payable in respect thereof, and also such fee, not exceeding 1s., for each share warrant as the directors shall from time to time fix. By virtue of the Companies Act, 1867, Section 33, "There shall be charged on every share warrant a stamp duty of an amount equal to Forms. As to worn or defaced warrants. As to lost or destroyed warrant. Fee on issue of new warrant. On what conditions holder of three times the amount of the ad valorem stamp duty which would be chargeable on a deed transferring the share or shares or stock specified in the warrant, if the consideration for the transfer were the nominal value of such share or shares or stock." By 33 & 34 Vict. c. 97, s. 127 :-"If a share warrant is issued without being duly stamped the companyi ssuing the same, and also every person who at the time when it is issued is the managing director, or secretary, or other principal officer of the company, shall forfeit the sum of 501." 5. If any share warrant or coupon be worn out or defaced, the directors will, upon the surrender thereof for cancellation, issue a new one in its stead. 6. If any share warrant or coupon be lost or destroyed, the directors will, upon the loss or destruction being established to their satisfaction, and upon such indemnity being given to the company as they shall think adequate, issue another share warrant or coupon in lieu thereof. 7. In every case provided for by conditions 5 and 6 a fee of 2s. 6d., exclusive of all expenses attending the investigation of evidence of loss or destruction, and of an indemnity to the company, shall be paid to the company by the person availing himself of those conditions. 8. No person shall as bearer of a share warrant be entitled to attend, or vote, or exercise in respect thereof any of the warrant may rights of a member, at any general meeting of the company, or vote. Certificate of deposit. sign any requisition for or aid in calling any general meeting, unless three days at least before the day appointed for the meeting, in the first case, and unless before the requisition is left at the office, in the second case, he shall have deposited the share warrant at the office, or such other place as the directors appoint, together with a statement in writing of his name and address, and unless the share warrant shall remain so deposited until after the general meeting, or any adjournment thereof shall have been held. The names of more than one as joint holders of a share warrant shall not be received. This and the following clause are found to work well. They prevent personation, and are convenient both to the holders of share warrants and to the company. The certificate requires no stamp. 9. There shall be delivered to the person so depositing a share warrant a certificate stating his name and address, and the number of shares or the amount of stock, represented by the share warrant so deposited by him, and such certificate shall entitle him to attend and vote at a general meeting in the same way as if he were a registered member of the company in respect of the shares or stock specified in the said certificate. Upon delivering up of the said certificate to the company the share warrant in respect whereof it shall have been given, shall be returned. The certificate may be as follows : No. : The Company, Limited. This is to certify that A. B., of has, in accordance with the regulations of the company, deposited the undermentioned share warrants, in respect of which he is entitled to attend the general meeting of the company, to be held at Forms Secretary. Particulars of share warrants deposited. 10. No person as bearer of any warrant shall be entitled to When warrant exercise any of the rights of a member (save as hereinbefore to be produced. expressly provided in respect of general meetings), without producing such warrant and stating his name and address, and (if and when the directors so require) permitting an indorsement to be made thereon of the fact, date, purpose, and consequence of its production. The above clause is occasionally used. warrants. 11. If the bearer of a share warrant shall surrender it to be Surrender of cancelled, and shall therewith lodge at the office a declaration in writing, signed by him, in such form, and authenticated in such manner as the directors require, requesting to be registered as a member in respect of the shares or stock specified in the said share warrant, and stating in such declaration his name, address, and occupation, he shall be entitled to have his name entered as a member in the register of members of the company in respect of the shares or stock specified in the share warrant so surrendered. Section 29 of the Act of 1867 provides that "The bearer of a share Forms. Meaning of share warrant. warrant shall, subject to the regulations of the company, be entitled on surrendering such warrant for cancellation, to have his name entered as a member in the register of members,-(hence it is necessary to provide for the surrender,)—and the company shall be responsible for any loss incurred by any person by reason of the company entering in its register of members the name of any bearer of a share warrant in respect of the shares or stock specified therein without the share warrants being surrendered and cancelled." 12. In the above conditions share warrant means a warrant in respect of a share or shares, or of stock of the company, issued pursuant to the Companies Act, 1867, and the articles of association of the company. |