any company under this Act carries on business without having such an office, it Form 147. shall incur a penalty not exceeding five pounds for every day during which business is so carried on."

And s. 40 provides that: "Notice of the situation of such registered office, and of any change therein, shall be given to the registrar, and recorded by him. Until such notice is given, the company shall not be deemed to have complied with the provisions of this Act, with respect to having a registered office."

The ordinary form of notice is as follows:

Form 148. Notice of

To the Registrar of Joint Stock Companies:The Company, Limited, hereby give you notice, in accordance with the Companies Act, 1862, that the registered office of the company situation of is situated at, &c.

office.

Dated, &c.

A. B., Secretary.

The notice on change of office is the same as above, only that the word " now inserted before the word "situated."

is

Notice of Consolidation of Shares and Conversion of Shares into Stock. By s. 28 of the Act: "Every company under this Act having a capital divided into shares, that has consolidated and divided its capital into shares of larger amount than its existing shares, or converted any portion of its capital into stock, shall give notice to the registrar of joint-stock companies of such consolidation, division, or conversion, specifying the shares so consolidated, divided, or converted."

Notice of Increase of Capital or in Number of Members.

Section 34 of the Act is as follows: "Where a company has a capital divided into shares, whether such shares may or may not have been converted into stock, notice of any increase in such capital beyond the registered capital, and where a company has not a capital divided into shares, notice of any increase in the number of members beyond the registered number, shall be given to the registrar in the case of an increase of capital, within fifteen days from the date of the passing of the resolution by which such increase shall have been authorised, and in case of an increase of members within fifteen days from the time at which such increase of members has been resolved on or has taken place; and the registrar shall forthwith record the amount of such increase of capital or members: if such notice shall not be given within the period aforesaid the company in default shall incur a penalty not exceeding five pounds for every day during which such neglect to give notice continues, and every director and manager of the company who shall knowingly and wilfully authorise or permit such default shall incur the like penalty. The usual form of notice is as follows:

Form 149.

The Company, Limited, hereby give you notice, that by a resolution of the company in general meeting, passed the

day of

Notice of

increase of

Form 149.

[the form must be varied if the increase is effected by special resolution, or by resolution of the directors], the nominal capital of the company has been increased by the addition thereto of the sum of

into

-l., divided

shares of 7. each, beyond the registered capital of 1. A. B., Secretary. Dated, &c.

In addition to a 58. registration stamp, a notice of increase of capital or in number of members must be stamped as above mentioned, p. 93.

Notice of Special Resolution.

By S. 53 of the Act it is provided that: "A copy of any special resolution that is passed by any company under this Act shall be printed and forwarded to the registrar of joint-stock companies, and be recorded by him. If such copy is not so forwarded within fifteen days from the date of the confirmation of the resolution, the company shall incur a penalty not exceeding two pounds for every day after the expiration of such fifteen days during which such copy is omitted to be forwarded, and every director and manager of the company who shall knowingly and wilfully authorise or permit such default shall incur the like penalty."

Copy of special resolutions.

Passed th

At an extraordinary general meeting of The

1877.

Company, Limited,

1877, the

duly convened and held at, &c., on the -th day of
subjoined special resolution was duly passed, and at a subsequent extra-
ordinary general meeting of the said company, also duly convened and
held at the same place on the -th day of, 1877, the subjoined
special resolution was duly confirmed.

A special or extraordinary resolution need not be advertised in the Gazette unless it is for winding up.

Form 151.

Consent to

Notice of consent by company in course of being dissolved to registration of another company by same name.

To the Registrar of Joint Stock Companies :

I, the undersigned, being the liquidator of the A. Company, Limited, new company give you notice that the said company is in course of being dissolved, and I hereby, under the provisions of the Companies Act, 1862, s. 20,

using name of

old.

ப

and on behalf of the company, testify its consent to the registration of a Form 151. new company, by the name of the A. Company, Limited.

C. D., Secretary.
Dated, &c.

A. B., Liquidator.

The above is the ordinary form. The registrar requires it to be signed by the liquidators, or by two of the directors, or by the whole of the members, when the subscribers to the memorandum of association are the only members, or by any other person duly authorised at a general meeting, the date of which should be given, and to be countersigned by the secretary (if any).

66

See further, supra, p. 48, and infra, introductory notes to "Reconstruction" and
Amalgamation."

CERTIFICATES.

Certificates prima facie evidence of title.

Object of.

Responsibilities in issuing.

Forged transfer.

Liability of company.

INTRODUCTORY NOTES.

By Section 31 of the Act: A certificate under the common seal of the company, specifying any share or shares or stock held by any member of a company, shall be prima facie evidence of the title of the member to the share or shares or stock therein specified, and Section 32 provides for the keeping of a register of members. "This power of granting certificates is to give shareholders the opportunity of more easily dealing with their shares in the market, and to afford facilities to them of selling their shares by at once showing a marketable title, and the effect of this facility is to make the shares of greater value. The power of giving certificates is, therefore, for the benefit of the company in general; and it is a declaration by the company to all the world [see infra, p. 220, et seq.] that the person in whose name the certificate is made out, and to whom it is given, is a shareholder in the company, and it is given by the company with the intention that it should be so used by the person to whom it is given, and acted upon in the sale and transfer of shares." Per Cockburn, C. J. In re Bahia, &c., Ry. Co., L. R. 3 Q. B. 595.

While, however, the benefit is as above stated, it behoves the directors to use the utmost care in issuing certificates, for on the principle illustrated by Pickard v. Sears, 6 Ad. & E. 469, and Freeman v. Cooke, 2 Ex. 654, the company is estopped from denying the truth of the representation contained in the certificate as regards any person dealing with the shares in reliance thereon. Thus in the case of In re Bahia, &c., Ry. Co., ubi supra, the company acting upon a forged transfer, issued a certificate to the transferee. A., in reliance on this certificate, purchased and paid for the shares specified in it, and they were duly transferred into his name. The forgery was subsequently discovered, and the company was, under Section 35 of the Act, ordered to restore the name of the real owner to the register. It was held in an action by A., against the company, that he was entitled to recover as damages for the loss of the shares, the value of the shares at the time the company first refused to recognise him as a member, with interest at 4 per cent. from that time.

See also Hart v. Frontino, L. R. 5 Ex. 111; Eaglesfield v. Marquis of Londonderry, 4 Ch. Div. 693; Cottam v. Eastern Counties Ry. Co., 1 J. & H. 243; and Johnson v. Renton, 9 Eq. 181.

The rule, however, does not apply where the person to whom the certificates are issued is a trustee for the company. In such a case the company may refuse to register the transfer, Shropshire Union, &c. Co. v. The Queen, L. R. 7 H. L. 496.

And where a person innocently presents a forged transfer to the company, and is registered and receives a certificate of title, the company is not estopped as against him. Simm v. Anglo-American Telegraph Co., 5 Q. B. Div. 188, and see Coates v. L. & S. W. Ry. Co., 41 L. T. 553. Where a certificate has been issued describing a share as fully paid up or partly paid up, a purchaser of the share acting on the faith of the certificate, is entitled to hold the share as paid up. Burkinshaw v. Nicholls,

3 Ap. Cas. 1004. And see supra, p. 15.

ficate.

A certificate that a person is the holder of shares or stock in a company Stamp. does not require any stamp. It is not a deed. The Queen v. Morton, L. R. 2 C. C. R. 22. But a scrip certificate or other document entitling Scrip certiany person to become the proprietor of any share of any company or proposed company, requires a 1d. stamp, and any person who executes, grants, issues, or delivers out any such document before the same is stamped, is liable to a penalty of 207. Stamp Act, 1870, Section 101. See clauses as to certificates, supra, p. 98, et seq.