An Act for consolidating in One Act certain Provisions usually inserted in Acts with respect to the Constitution of Companies incorporated for carrying on Undertakings of a public Nature. [8th May 1845.] W HEREAS it is expedient to comprise in One general Act sundry Provisions relating to the Constitution and Management of Joint Stock Companies, usually introduced into Acts of Parliament authorizing the Execution of Undertakings of a public Nature by such Companies, and that as well for the Purpose of avoiding the Necessity of repeating such Provisions in each of the several Acts relating to such Undertakings as for ensuring greater Uniformity in the Provisions themselves: May it therefore please Your Majesty that it may be enacted; and be it enacted by the Queen's most Excellent Majesty, by and with the Advice and Consent of the Lords Spiritual and Temporal, and Commons, in this present Parliament assembled, and by the Authority of the same, That this Act shall apply to every Joint Stock Company Act to apply which shall by any Act which shall hereafter be passed be incorporated to all Comfor the Purpose of carrying on any Undertaking, and this Act shall be panies inincorporated with such Act; and all the Clauses and Provisions of this Act, save so far as they shall be expressly varied or excepted by hereafter to Z z corporated by Acts any be passed. Interpreta any such Act, shall apply to the Company which shall be incorporated by such Act, and to the Undertaking for carrying on which such Company shall be incorporated, so far as the same shall be applicable thereto respectively; and such Clauses and Provisions, as well as the Clauses and Provisions of every other Act which shall be incorporated with such Act, shall, save as aforesaid, form Part of such Act, and be construed together therewith as forming One Act. II. And with respect to the Construction of this Act, and of tions in this other Acts to be incorporated therewith, be it enacted as follows: Act: the special Act:" prescribed :" The Expression "the special Act" used in this Act shall be construed to mean any Act which shall be hereafter passed incorporating a Joint Stock Company for the Purpose of carrying on any Undertaking, and with which this Act shall be so incorporated as aforesaid; and the Word "prescribed" used in this Act, in reference to any Matter herein stated, shall be construed to refer to such Matter as the same shall be prescribed or provided for in the special Act; and the Sentence in which such Word shall occur shall be construed as if instead of the Word "prescribed" the Expression "prescribed for that Purpose in the special Act" had been used; and the Expression "the Undertaking" shall mean the Undertaking dertaking." or Works, of whatever Nature, which shall by the special Act be authorized to be executed. J "the Un Interpreta tions in this and the spe cial Act: Number: Gender: ** Lands:" "Lease;" "Month: "Superior III. The following Words and Expressions both in this and the special Act shall have the several Meanings hereby assigned to them, unless there be something in the Subject or the Context repugnant to such Construction; (that is to say,) Words importing the Singular Number only shall include the Plural Number; and Words importing the Plural Number only shall include the Singular Number: Words importing the Masculine Gender only shall include Females : The Word "Lands" shall extend to Messuages, Lands, Tenements, and Hereditaments of any Tenure: The Word" Lease" shall include an Agreement for a Lease: "Superior Courts" shall mean Her Majesty's Courts: 500 1 Superior Courts of Record at Westminster or Dublin, as the inqoqCase may require: "Oath :" The Word" Oath" shall include Affirmation in the Case of Quakers, or other Declaration lawfully substituted for an Oath ad of zoude http pot in the Case of any other Persons exempted by Law from the " County :" "Justice:" "Two Justices :" Necessity of taking an Oath: The WordCounty" shall include any Riding or other like Division of a County, and shall also include County of a City or County of a Town: The Word "Justice" shall mean Justice of the Peace acting for the County, City, Borough, Liberty, Cinque Port, or other Place where the Matter requiring the Cognizance of any such Justice shall arise, and who shall not be interested in the Matter; and where any Matter shall be authorized or required to be done by Two Justices the Expression "Two Justices" shall be understood to mean Two Justices assembled and acting together in Petty Sessions: The The Expression "the Company" shall mean the Company con- "The Comstituted by the special Act: pany:" The Expression "the Directors" shall mean the Directors of the "Directors:" The Word "Shareholder" shall mean Shareholder, Proprietor, or "Share- The Expression "the Secretary" shall mean the Secretary of the "Secretary." Company, and shall include the Word "Clerk." IV. And be it enacted, That in citing this Act in other Acts of Short Title Parliament and in legal Instruments it shall be sufficient to use the of the Act. Expression "The Companies Clauses. Consolidation Act, 1845." Act may be V. And whereas it may be convenient in some Cases to incorporate Form in with Acts of Parliament hereafter to be passed some Portion only of the which PorProvisions of this Act; be it therefore enacted, That for the Purpose tions of this of making any such Incorporation it shall be sufficient in any such Act incorporated to enact that the Clauses and Provisions of this Act, with respect to with other the Matter so proposed to be incorporated (describing such Matter as Acts. it is described in this Act in the Words introductory to the Enactment with respect to such Matter), shall be incorporated with such Act; and thereupon all the Clauses and Provisions of this Act with respect to the Matter so incorporated shall, save so far as they shall be expressly varied or excepted by such Act, form Part of such Act, and such Act shall be construed as if the Substance of such Clauses and Provisions were set forth therein with reference to the Matter to which such Act shall relate. And with respect to the Distribution of the Capital of the Com- Distribution pany into Shares, be it enacted as follows: of Capital VI. The Capital of the Company shall be divided into Shares of Capital to be the prescribed Number and Amount; and such Shares shall be divided into numbered in arithmetical Progression, beginning with Number One; and every such Share shall be distinguished by its appropriate Number. Shares. VII. All Shares in the Undertaking shall be Personal Estate, and Shares to he transmissible as such, and shall not be of the Nature of Real Estate. Personal Estate.. VIII. Every Person who shall have subscribed the prescribed Sum Shareor upwards to the Capital of the Company, or shall otherwise have holders. become entitled to a Share in the Company, and whose Name shall have been entered on the Register of Shareholders herein-after mentioned, shall be deemed a Shareholder of the Company. IX. The Company shall keep a Book, to be called the "Register Registry of Shareholders;" and in such Bock shall be fairly and distinctly of Share entered, holders. Distribution entered, from Time to Time, the Names of the several Corporations, of Capital. and the Names and Additions of the several Persons entitled to Shares. in the Company, together with the Number of Shares to which such Shareholders shall be respectively entitled, distinguishing each Share by its Number, and the Amount of the Subscriptions paid on such Shares, and the Surnames or Corporate Names of the said Shareholders shall be placed in alphabetical Order; and such Book shall be authenticated by the Common Seal of the Company being affixed thereto; and such Authentication shall take place at the First Ordinary Meeting, or at the next subsequent Meeting of the Company, and so from Time to Time at each Ordinary Meeting of the Company. Addresses of Shareholders. X. In addition to the said Register of Shareholders, the Company shall provide a Book, to be called the "Shareholders Address Book," in which the Secretary shall from Time to Time enter in alphabetical Order the Corporate Names and Places of Business of the several Shareto 21stens holders of the Company, being Corporations, and the Surnames of the 0916 several other Shareholders with their respective Christian Names, Places hampa of Abode, and Descriptions, so far as the same shall be known to the Certificates of Shares to be issued to the Shareholders. Certificate to be Evi dence. Certificate to be re newed when destroyed. Company; and every Shareholder, or if such Shareholder be a Corporation the Clerk or Agent of such Corporation, may at all convenient Times peruse such Book gratis, and may require a Copy thereof or of any Part thereof; and for every Hundred Words so required to be copied, the Company may demand a Sum not exceeding Sixpence. XI. On Demand of the Holder of any Share the Company shall cause a Certificate of the Proprietorship of such Share to be delivered to such Shareholder; and such Certificate shall have the Common Seal of the Company affixed thereto; and such Certificate shall specify the Share in the Undertaking to which such Shareholder is entitled; and the same may be according to the Form in the Schedule (A.) to this Act annexed, or to the like Effect; and for such Certificate the Company may demand any Sum not exceeding the prescribed Amount, or if no Amount be prescribed, then a Sum not exceeding Two Shillings and Sixpence. XII. The said Certificate shall be admitted in all Courts as primá facie Evidence of the Title of such Shareholder, his Executors, Administrators, Successors, or Assigns, to the Share therein specified; nevertheless the Want of such Certificate shall not prevent the Holder of any Share from disposing thereof. XIII. If any such Certificate be worn out or damaged, then, upon the same being produced at some Meeting of the Directors, such Directors may order the same to be cancelled, and thereupon another similar Certificate shall be given to the Party in whom the Property of such Certificate, and of the Share therein mentioned, shall be at the Time vested; or if such Certificate be lost or destroyed, then, upon Proof thereof to the Satisfaction of the Directors, a similar Certificate shall be given to the Party entitled to the Certificate so lost or destroyed; and in either Case a due Entry of the substituted Certificate shall be made by the Secretary in the Register of Shareholders; and for every such Certificate so given or exchanged the |