As to the registration of existing companies, see Part VII. of the Companies Act, Form 126. 1862. The words in brackets should be omitted where the company is going to register as an unlimited company. Application for a certificate of incorporation as a limited company by The Company. Form 127. Application for registration desires with limited The Company constituted by [deed of settlement], dated the to register itself as a company limited by shares under the Companies Act, 1862, by liability. the name of The Company, Limited, and for that purpose presents the undermentioned documents for registration under the said Act. Dated, &c. Documents presented for registration with the foregoing application :— 1. Copy of the [deed of settlement] constituting the company. 2. List of the members of the company made up to the 3. Statement showing the nominal capital (if any) of the company, its division into shares, the number of shares taken, and the amount paid on each share; also the name of the company and the situation of its registered office. day of 4. Copy resolution of the company assenting to its registration as a limited company, and adding the word "Limited " to its name. 5. Declaration by of the company verifying the particulars set forth in the documents above mentioned. Where the company is already registered, e.g., under 7 & 8 Vict. c. 110, the words "constituted by deed of settlement" in the above form will be altered to "completely registered under the Act 7 & 8 Vict. c. 110;" [or, as the case may be] and item 1 of the document will be omitted. The application is to be signed by a director, secretary, or other authorised officer of the company. Company. Application for certificate of incorporation by the - -, dated Form 128 Application for The Company constituted by [or, completely registered, registration as &c.] desires to register itself under the Companies Act, 1862, and for that purpose an unlimited presents the undermentioned documents for registration under the said Act. company. Dated Documents presented for registration with the foregoing application :— 1. Copy of the constituting the Company. 2. List of members of the company made up to the day of 3. Statement of the registered office of the company. 4. Copy resolution of the company assenting to its registration. 5. Declaration by of the company verifying the particulars set forth in the documents above mentioned. Where the company is already registered, items 1 and 4 will be omitted. THE COMPANIES ACT, 1862. Form 129. Limited Company. Company, its division into shares, Statement of the nominal capital of The the number of shares taken, and amount fixed thereon as at the Also the name and registered office of the company. [The above is to be registered with the application for incorporation as a limited company. See s. 183. It should be signed in the same manner as Form 127.] Form 130. Statutory declaration on registration. We of and of, being two of the [directors of the Company], Do solemnly and sincerely declare that the particulars set forth in the several documents accompanying this declaration, and marked respectively with the letters are true; and we make this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions of an Act of Parliament made and passed in the sixth year of the reign of his late Majesty, intituled "An Act to repeal an Act of the present session of Parliament," intituled "An Act for the more effectual abolition of oaths and affirmations taken and made in various departments of the State, and to substitute declarations in lieu thereof, and for the more entire suppression of voluntary and extra-judicial oaths and affidavits, and to make other provision for the abolition of unnecessary oaths." Declared, &c. [As to the above form, see s. 186 of the Act. The declaration should be made by two of the directors or other principal officers of the company.] As to registration under the Companies Act, 1879, 42 & 43 Vict. c. 76. Under this Act any company registered before or after the passing of the Act as an unlimited company may register under the Companies Acts, 1862 to 1879, as a limited company, s. 4. The chief object of this enactment was to enable banking companies already registered as unlimited to re-register as limited companies, and most of these companies have already availed themselves of the power. On the registration in pursuance of the Act of 1879, of a company which has already been registered, the registrar is to close the former registration, and may [and usually does] dispense with the delivery of copies of any documents with copies of which he was furnished on the original registration; but save as aforesaid the registration is to take place in the same manner and have the same effect as if it were the first registration of the company. s. 9. Accordingly the above forms can with slight modifications be adopted. A simple resolution for registration under the Act of 1879, will follow the terms of Form 126, supra, p. 198, substituting the words Acts 1862 to 1879," for the words "Act of 1862." But usually the powers conferred by s. 5 of the Act of 1879 are exercised. That section is as follows: "An unlimited company may by resolution passed by the members when assenting to registration as a limited company under the Companies Acts, 1862 to 1879, and for the purpose of such registration or otherwise, increase the nominal amount of its capital by increasing the nominal amount of each of its shares. Provided always that no part of such increased capital shall be capable of being called up except in the event of and for the purposes of the company being wound up. And in cases where no such increase of nominal capital may be resolved upon, an unlimited Form 130. company may, by such resolution as aforesaid, provide that a portion of its uncalled capital shall not be capable of being called up, except in the event of and for the purposes of the company being wound up. A limited company may by special resolution declare that any portion of its capital which has not been already called up shall not be capable of being called up except in the event of and for the purposes of the company being wound up; and thereupon such portion of capital shall not be capable of being called up, except in the event of and for the purposes of the company being wound up.” The following is an example of a resolution for registration and increase of capital, pursuant to s. 5:— That this company, now registered under the Companies Act, 1862, Form 131. as an unlimited company, be registered under the Companies Acts, 1862 to 1879, as a company limited by shares: And that for the purpose of such registration the nominal amount of the capital be increased from 2,000,000l. to 3,000,000l., by increasing the nominal amount of each share from 50l. to 751. And that no part of such increased capital shall be capable of being called up except in the event of and for the purposes of the company being wound up, and that the name of the company be changed to the Company, Limited. : For resolution where capital not increased, see infra, Form 132. It is conceived that s. 188 of the Companies Act, 1862, applies where a banking company re-registers under the Act of 1879, and this view has been generally acted on. The following are copies of the circular letters issned by the London and County Bank previously to registration. London and County Banking Company, 21, Lombard Street, London, E.C., Feb. 27, 1880. Notice to Customers of the Bank. Sir, I am desired by the directors of the company to give you notice that at an extraordinary meeting of the shareholders of the company held on the 20th day of February, 1880, the following resolution was passed :-"That the London and County Banking Company be registered as a limited company under the Companies Acts, 1862 to 1879, that the name of the company be changed by adding thereto the word Limited, and that of the capital uncalled upon the 100,000 shares of 801. each, constituting the capital of the company, the sum of 407. per share shall not be capable of being called up except in the event of and for the purposes of the company being wound up." And that it is intended to register the company as a limited company accordingly. Το I am, General Manager. Form 132. The above was accompanied by a letter as follows: Sir, I am requested to forward to you the notice on the other side by which you will observe that it is intended to register this Bank as a limited company under the Act of the last Session of Parliament. This course has been adopted by this Bank in common with most of the other unlimited London Banks, and in order Form 133. Form 133. to give the most ample security to customers it has been determined to increase the subscribed capital of the Bank, and issue additional shares. The present subscribed capital of 3,750,0007. will be increased to 8,000,0007., whilst the paid-up capital and Reserve Fund will be increased from 2,250,000l. to 3,000,000l. The result of the arrangements when completed will be that in addition to the whole of the property and assets of the Bank the customers will be secured by the liability of the shareholders to the extent of 6,000,000l. A copy of the last balance-sheet is annexed, and I am requested to inform you that the business of the Bank will be conducted in all respects as heretofore. I am, &c., [General Manager.] NOTICES. INTRODUCTORY NOTES. THE regulations of a company generally provide that notice shall be given to the members of all general meetings, and also upon or in relation to divers other matters. The mode of serving or giving such notices is duly provided for by the articles (supra, p. 138), or by Table A, when it applies (supra, p. 92). By s. 64 of the Act, "any summons, notice, order, or proceeding requiring authentication by the company, may be signed by any director, secretary, or other authorised officer of the company, and need not be under the common seal of the company, and the same may be in writing or in print, or partly in writing and partly in print." The following are some of the forms of notices in general use : SIR,-I am directed to inform you that, in compliance with your Form 134. application, dated, &c., shares of 107. each in The Limited, have been allotted to you. Company, Notice of allotment of shares. a meeting of the directors of Form 135. -1. share was made upon Notice of call. per Bank, SIR,-I beg to give you notice that at this company held here on, &c., a call of all the members, and that the same will be payable at the No.-, Lombard Street, London, E.C., or at the office of the company, on the day of next. The amount payable by you in respect of such call on the held by you is -1. shares Το I am, &c., Secretary, |