British and Foreign Companies. Provided that no part of such increased capital shall be Part VII. called up except in the event of and for the purposes of the company being wound up. 294. Where no such increase of nominal capital is resolved upon, an unlimited company may, by such resolution as aforesaid, provide that a portion of its uncalled capital shall not be called up except in the event of and for the purposes of the company being wound up. Uncalled capi tal in unlimited company. Sec. 267 of 1882, No. 35. Sec. 5 E. Act of 1879. former regis 1882, No. 35. Sec. 9 E. Act 295. On the registration, in pursuance of section two Closing of hundred and ninety-one hereof, of a company that has already try in case of been registered, the Registrar shall make provision for closing re-registration the former registration of the company, and may dispense with Sec. 268 of the delivery to him of copies of any documents with copies of which he was furnished on the occasion of the original registration of the company; but, save as aforesaid, the registration of such company shall take place in the same manner and have the same effect as if it were the first registration of that company under this Act. of 1879. notwithstand ing constitu tion of com 296. A company authorised to register under the provisions Privileges of of this Act relating to re-registration may register thereunder Act available, and avail itself of the privileges conferred by this Act, not withstanding any provisions contained in any Act of the Imperial Parliament or of the General Assembly, Royal charter, letters patent, deed of settlement, regulations, or other instrument constituting or regulating the company. PART VIII. COMPANIES INCORPORATED OUTSIDE NEW ZEALAND. 297. In this Part of this Act, if not inconsistent with the context, pany. Sec. 269 of 1882, No. 35. Sec. 10 E. Act. of 1879. 66 Company " defined. Sec. 276 of "Company" means any partnership, association, company, 1882, No. 35. or corporation incorporated outside New Zealand. Carrying on Business. Sec. 4 of 1884, No. 27. p. 283. 298. (1) A company may from time to time, by an in- Company may strument in writing under its common seal, or executed in such appoint manner as to be binding on the company, empower any person, either generally or in respect of any specified matters, as its attorney, to sue and be sued, or otherwise appear or be impleaded in any Court in any civil or criminal proceeding, or attorney within the colony. Sec. 276 of Sec. 4 of 1884, 1882, No. 35. No. 27. Part VII. Acts of attor- 1882, No. 35. Power of attorney appointing agent to be deposited with Registrar of British and Foreign Companies. before any arbitrator or person having by law or consent of parties authority to take evidence, and generally on behalf of such company to do all acts and to execute any deeds or instruments within New Zealand. (2) Where more than one person is appointed, (a) The appointment may be joint, or joint and several; and (b) The powers and authorities conferred on such persons may be in respect of the same or separate matters. 299. Every act done or purporting to be done, and every deed or instrument executed or signed by such attorney on behalf of the company by whom he is appointed, shall bind the company in the same way and to the same extent, and have the same force and effect in every respect, as if such act had been done by the company, and as if such deed or instrument had been duly sealed with the common seal of the company, or otherwise executed or signed in such manner as to bind the company. 300. (1) Before any company commences business in New Zealand the attorney so appointed shall deposit in the office of the Court nearest to the place where such company proposes to carry on business a certified copy of the original power of attorney under which he claims to represent such company, together with a certified copy of the Certificate or other Sec. 5 of 1884, evidence of the incorporation of such company as hereinafter Court. Sec. 278 of 1882, No. 35. No. 27. Where company carries on business in several places copies to be deposited in each. mentioned. (2) It shall be the duty of the Registrar of the Court to ascertain that such copies so deposited are true copies of the original instruments; and such copies shall be open to the inspection of the public on payment of a fee of one shilling. 301. If the company proposes to carry on business in different places in New Zealand, or, after commencing business in one part thereof, extends its operations to other parts of New Zealand, the attorney shall deposit like copies of the power of attorney and certificate or other evidence of incorporation at the Sec. 6 of 1884, principal office of the Court in the judicial district within which the company so proposes to carry on or desires to extend its business; and all the provisions of the last preceding section shall apply accordingly. No. 27. Company to have office in colony where notices, &c., may be served 302. Every company shall have an office or place of business in New Zealand where legal process of any kind may British and Foreign Companies. be served upon it, and notices of any kind may be addressed Part VII. (a) Before any company commences or carries on business (b) If any change is made in the situation or locality of (c) The preceding provisions of this section shall extend and apply to every place where the company carries on (d) Service of legal process or the delivery of any notice (e) Every attorney of a company who fails to comply with 303. (1) A declaration indorsed upon or annexed to any instrument appointing, or purporting to appoint, an attorney as hereinbefore mentioned, made or purporting to be made by one of the directors, or by the general manager of the company so appointing an attorney, before a Mayor, Provost, notary public, British Consul or Vice-Consul, or other person lawfully authorised to take such declaration, to the effect that— (a) The company is incorporated under the style mentioned (b) The seal affixed thereto is the common seal of the said Sec. 7 of 1884, Declaration as to incorporapany to be tion of com evidence. Sec. 279 of 1882, No. 35. 1884, No. 27. Part VII. Power of attorney receivable in evidence. British and Foreign Companies. (c) The seal has been affixed, and the instrument executed, and the powers and authorities purporting to be conferred upon the attorney are authorised to be conferred under the constitution of the company, or in pursuance of the Act or instrument under which the company is incorporated, or by the regulations for the time being thereof; and (d) The declarant is a director or general manager of the company, shall be conclusive evidence of the facts set forth therein. (2) In cases where by the law of the country where the company is incorporated no seal is necessary, or the company has no seal, the existence of such law or the fact that the company has no seal may be stated in such declaration, and the provisions of the last preceding sub-section may be modified and shall take effect accordingly. 304. Any power of attorney in respect of which any such declaration has been made as hereinbefore required, and any certified copy of any such power of attorney deposited under the provisions of this Act, shall for all purposes be receivable 1884, No. 27. in evidence without further proof of the sealing, signature, or other execution thereof. Sec. 9 of Power of attorney to continue in force until notice of revocation received. Sec. 280 of 1882, No. 35. Sec. 10 of 1884, No. 27. Declaration of 305. Every power of attorney purporting to be granted by any company as hereinbefore mentioned shall, as between the company, its successors and assigns, on the one hand, and the persons dealing with the attorney of such company and all parties claiming through or under such persons, on the other hand, continue in force (notwithstanding that such power has been revoked, or the company wound up or dissolved) until the attorney of the company, or all and every the attorneys, if more than one, to whom such power is given have received notice or information of such revocation, winding-up, or dissolution. 306. (1) A statutory declaration by the attorney of any company that he has not received any notice or information of the revocation of the power of attorney, or of the winding-up or dissolution of the company, shall be taken to be conclusive Sec. proof that no such revocation, winding-up, or dissolution has taken place. 281 of Sec. 12 of 1884, No. 27. (2) Where there are more attorneys than one, such declaration may be made by any one of the attorneys. British and Foreign Companies. 307. (1) Before any company voluntarily ceases to carry Part VII. on business in any part of New Zealand at least three months' notice shall be given by its attorney of its intention so to do, Foreign comand such notice shall be published in at least three consecutive issues of the Gazette and of some newspaper circulating at each place in New Zealand where the company carries on business. (2) For a period of three months after the first gazetting of such notice legal process and other documents may be served on the attorney of the company under this Act, or, if there is no such attorney, then by leaving the same at any office or place of business where the company carried on business prior to the giving of the notice aforesaid, and such service shall be as effectual as if the notice aforesaid had not been given. pany to give intention to cease carrying on business. due notice of Sec. 11 of 1884, No. 27. of company. Sec. 282 of Sec 13 of 308. (1) A certificate of incorporation given under the Evidence of hand of any officer who may by the law of the country in incorporation which such company purports to be incorporated be authorised to grant such certificate, duly verified by declaration made by 1882, No. 35. one of the directors or the manager of such company before a Mayor, Provost, notary public, British Consul or Vice-Consul, or other person lawfully authorised to take such declaration, shall be conclusive evidence that such company has been duly incorporated. (2) The date of incorporation mentioned in such certificate or in such declaration shall be deemed to be the date at which such company was incorporated; or if no such date be mentioned, then the date of such certificate shall be deemed to be the date at which such company was incorporated. (3) Where no certificate of incorporation has been given, an exemplification of any Royal charter, or a copy of the Act or instrument of incorporation, or any document of a similar effect to a certificate of incorporation under which the company purports to be incorporated, duly verified as herein before required, shall be sufficient evidence for the purposes of this section. (4) Nothing herein shall be construed as limiting the power of any Court to receive any evidence of the incorporation of a company that it deems sufficient. 309. Nothing in this Part of this Act shall be construed to authorise any company incorporated as aforesaid to issue notes or promissory notes payable on demand in New Zealand. Sec. 283 of 1882, No. 35; Sec 14 of 1884, No. 27. 1884, No. 27. Act not to authorise issue of bank or promissory notes. |