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For registration of a company in which the number of members is stated
in the articles of association to be unlimited, a fee of.
For registration of any increase on the number of members made after
the registration of the company in respect of every 50 members, or
less than 50 members, of such increase.

Provided that no one company shall be liable to pay on the whole a
greater fee than 207. in respect of its number of members, taking into
account the fee paid on the first registration of the company.
For registration of any existing company, except such companies as are
by this Act exempted from payment of fees in respect of registration
under this Act, the same fee as is charged for registering a new
company.

For registering any document hereby required or authorised to be re-
gistered, other than the memorandum of association

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For making a record of any fact hereby authorised or required to be recorded by the registrar of companies, a fee of.

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£ 8. d.

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2. The registered office of the company will be situate in England [or Scotland, or Ireland, as the case may be.]

See supra, p. 49.

3. The objects for which the company is established are :

See supra, pp. 45, 49.

(1.) To, &c., see infra, "Objects," p. 73 et seq.

4. The liability of the members is limited.

See supra, pp. 45, 53.

5. The capital of the company is £ —, divided into

shares of

£

each.

See supra, p. 53. Where Table A. is to apply, [infra, p. 92] the following words should be added to this clause: "with power to issue any shares in the original or in any new capital as preference shares."

WE, the several persons whose names and addresses are subscribed, are desirous of being formed into a company, in pursuance of this memorandum of association, and we respectively agree to take the number of shares in the capital of the company set opposite our respective names.

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WITNESS to the above signatures,

SAMUEL WELLER,

10, North Street,

Westminster.

Or,

WITNESS to the above signatures of John Jones, John Smith, William Day, and Alfred Jones,

SAMUEL WELLER, &c.

WITNESS to the above signatures of Thomas Green, Henry Thompson, and Charles Evans,

MARTIN CLARKE, &c.

Or,

WITNESS to the above signatures other than that of Thomas Green,

SAMUEL WELLER, &c.

WITNESS to the above signature of Thomas Green,

MARTIN CLARKE, &c.

Form 17.

THE COMPANIES ACTS, 1862 to 1880.

Company Limited by Guarantee.

Memorandum of Association of The

1. The name of the company is "The

See supra, p. 46.

Company, Limited.

Company, Limited."

2. The registered office of the company will be situate in England, [or Scotland, or Ireland.]

See supra, p. 46.

3. The objects for which the company is established are:(1.) to, &c., see infra, p. 73 et seq.

4. Every member of the company undertakes to contribute to the assets of the company in the event of the same being wound up during the time that he is a member, or within one year afterwards, for payment of the debts and liabilities of the company contracted before the time at which he ceases to be a member, and the costs, charges, and expenses of winding up the same, and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required, not exceeding 107. [See supra, p. 53.]

WB, the several persons whose names and addresses are subscribed,

Form 18. Memorandum of a company, limited by

guarantee.

Form 18. are desirous of being formed into a company, in pursuance of this memo

randum of association.

See supra, p. 54.

Names, addresses, and descriptions of subscribers.

Ut supra, p. 60. And if there is a share capital, state the number of shares taken by each subscriber. See as to this, supra, p. 55.

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2. The registered office of the society [supra, p. 46].

3. The objects for which the society [or, Chamber, or, Institute, &c.] is established are :

See supra, p. 49.

(1.) To, &c., see infra, p. 73 et seq.

4. The income and property of the society, whencesoever derived, shall be applied solely towards the promotion of the objects of the society, as set forth in this memorandum of association, and no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend, bonus, or otherwise howsoever, by way of profit, to the persons who at any time are, or have been members of the society, or to any of them, or to any person claiming through any of them. Provided that nothing herein contained shall prevent the payment, in good faith, of remuneration to any officers or servants of the society, or to any member thereof, or other person, in return for any services actually rendered to the society.

See supra, p. 49.

5. The fourth paragraph of this memorandum is a condition on which a licence is granted by the Board of Trade to the society, in pursuance of Section 23 of The Companies Act, 1867. For the purpose of preventing any evasion of the terms of the said fourth paragraph, the Board of Trade may, from time to time, on the application of any member of

the society, impose further conditions, which shall be duly observed by Form 19. the society.

6. If the society acts in contravention of the fourth paragraph of this memorandum, or of any such further conditions, the liability of every member of the council of the society, [this will be varied according to the circumstances,] shall be unlimited, and the liability of every member of the society who has received any such dividend, bonus, or other profit as aforesaid, shall likewise be unlimited.

7. Every member of the society undertakes to contribute to the assets of the society, in the event of the same being wound up during the time that he is a member, or within one year afterwards, for payment of the debts and liabilities of the society contracted before the time at which he ceases to be a member, and of the costs, charges, and expenses of winding up the same, and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required, not exceeding five pounds, [or ten shillings, or whatever the amount fixed on may be,] or in case of his liability becoming unlimited, such other amount as may be required in pursuance of the last preceding paragraph of this memorandum.

8. If upon the winding up or dissolution of the society there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the society, but shall be given or transferred to some other institution or institutions having objects similar to the objects of the society, to be determined by the members of the association at or before the time of dissolution, and in default thereof by such judge of the High Court of Justice as may have or acquire jurisdiction in the matter.

The above clause is not required by the Board to be inserted in all cases. It has only recently come into use. It would not seem to prevent a society from dividing its surplus assets, and then winding up.

WE, the several persons whose names and addresses are subscribed, are desirous of being formed into a society in pursuance of this memorandum of association.

Names, addresses, and descriptions of subscribers.

[See supra, p. 60.]

Dated the day of

WITNESS, &c. [see supra, p. 61.]

As to section 23 of the Act of 1862, see supra, p. 49.

An association desiring to be incorporated with limited liability, but without the word limited as part of the name, and for that purpose to obtain a licence from the Board of Trade pursuant to s. 23 of the Act, should, according to the rules now in force, make a written application to the Board for a licence, and together with such application, should transmit for their consideration a draft, in duplicate, of the proposed memorandum and articles of association. The drafts and any subsequent revisions that may be required should, whether in print or manuscript, be on foolscap-sized paper. If the Board of Trade are satisfied that the application should

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