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One of the rules of the Board provides that if the promoters require incorporation Form 64. they must register themselves under the Companies Act, 1862, and many companies have been registered under this rule. The rules can be obtained from the publishers of this work, and forms of provisional orders will be found in the schedule to the Confirmatory Acts passed each year.
1. To purchase, or otherwise acquire, the manufactory known as The Form 65. Waggon Works, at, and the goodwill of the business now Waggon and the stock-in-trade, plant, machinery, works, &c., chattels and effects, belonging to the said works, and the benefit of all company. contracts in connection therewith.
carried on there by
2. To carry on the said business, and generally to carry on the business of a Waggon Works company in all its branches, and to manufacture, maintain, and sell railway-waggons, trucks, carriages, locomotives, rolling-stock, engines, plant, machinery, appliances, and implements of all kinds.
3. Also to carry on the following businesses, namely, those of a manufacturer of machinery, an engineer, an iron-founder, and a manufacturer, worker, and dealer in all kinds of metals.
Add common Forms, supra, p. 67, et seq., except (1) to (5), and (10), (14), (22), and (23).
1. To carry on the trade or business of a wholesale warehouseman. 2. To manufacture, sell, deal, and trade in all goods, articles, and things usually dealt in by wholesale warehousemen.
Add common Forms, supra, p. 67, et seq., except (1) to (5), (10), (14), (22), and (23).
-, and the Form 67.
1. To supply the town of, in the county of neighbourhood thereof, with water, and to carry on the business of a waterworks company in all its branches.
2. To purchase, take on lease, hire, or otherwise acquire, any real and personal property necessary or convenient for the purposes of the company, and, in particular, any lands, buildings, machinery, plant, patents, waters, wells, streams, rights, and casements.
3. To sink wells and shafts, and to make, build, and construct, lay down, and maintain reservoirs, waterworks, cisterns, culverts, filter-beds, main and other pipes and appliances, and to execute and do all other works and things necessary or convenient for obtaining, storing, selling, delivering, measuring, and distributing water, or otherwise for the purposes of the company.
Add common Forms, supra, p. 67, et seq., except (1) to (5), (10), and (14).
As to provisional orders of Board of Trade, see supra, p. 80.
MISCELLANEOUS OBJECT FORMS.
Some of the following Forms are occasionally inserted in the objects clause of memoranda :
1. To acquire by grant, purchase, or otherwise, concessions of any rights, property, or privileges from any government, British, colonial, or foreign, and to perform and fulfil the terms and conditions thereof.
2. To receive monies on deposit at interest or otherwise.
3. To promote and form other companies for all or any of the objects mentioned in this memorandum, and to transfer to any such company any property of the company, and to take or otherwise acquire and hold shares, debentures, or other securities in or of any such company, and to subsidise or otherwise assist any such company.
4. To promote or establish any new companies for commercial, trading, manufacturing, engineering, mining, or financial purposes. either in the United Kingdom or elsewhere, and to take or otherwise acquire and hold the shares, stock, debentures, or other securities in or of any such company.
5. To transact, on commission, the general business of a land agent.
6. To transact any business of a merchant or capitalist, either as principal or agent.
7. To transact every description of banking, discount, exchange, commercial, mercantile, and financial business.
8. To issue, on commission or otherwise, and to subscribe for and take, acquire and hold shares, stocks, bonds, obligations, debentures, and securities of any other company.
9. To conduct and manage the business and affairs of any other companies or persons, whether such businesses be commercial, financial, or otherwise.
10. To make advances on stock, shares, or other securities, and on property of all kinds, either with or without the borrower's personal security.
11. To negotiate loans, manage properties, collect and receive rents, and transact all manner of agency and commission business.
12. To buy and sell, on its own account or otherwise, all kinds of property, real or personal, movable or immovable.
13. To enter into arrangements, under the Act 28 & 29 Vict. c. 86, for sharing profits with any person, partnership, or company carrying on any financial, commercial, or other business.
14. To lend and invest money, whether belonging or entrusted to this company.
15. To give such guarantees in relation to the shares, stocks, or obligations of any company as may be determined.
16. To guarantee the performance of any contracts or obligations.
17. To re-issue any stocks, shares, debentures, or other securities, with or without the guarantee of the company.
18. To secure, by guarantee or otherwise, the repayment of monies invested on securities, whether such investments be made through the agency of this company or not.
19. To guarantee the payment of interest on monies so invested.
20. To procure the company to be registered or incorporated in any colony or foreign state.
21. To accept property on trust, and to act as trustee and executor.
22. To do all or any of the above things, either alone or in conjunction with others, and either as principal or agent, and either by itself or by sub-contractors, agents, or otherwise, and either in the United Kingdom or elsewhere.
In some cases no articles registered.
Advantage of articles.
ARTICLES OF ASSOCIATION.
By Section 14 of the Act it is provided as follows :
14. The memorandum of association may, in the case of a company limited by shares, and shall, in the case of a company limited by guarantee or unlimited, be accompanied, when registered, by articles of association signed by the subscribers to the memorandum of association, and prescribing such regulations for the company as the subscribers to the memorandum of association deem expedient: the articles shall be expressed in separate paragraphs numbered arithmetically: they may adopt all or any of the provisions contained in the Table marked A. in the first schedule hereto : they shall, in the case of a company, whether limited by guarantee or unlimited, that has a capital divided into shares, state the amount of capital with which the company proposes to be registered; and in the case of a company whether limited by guarantee or unlimited, that has not a capital divided into shares, state the number of members with which the company proposes to be registered, for the purpose of enabling the registrar to determine the fees payable on registration in a company limited by guarantee or unlimited, and having a capital divided into shares, each subscriber shall take one share at the least, and shall write opposite to his name in the memorandum of association the number of shares he takes.
And Section 15 provides that :
15. In the case of a company limited by shares, if the memorandum of association is not accompanied by articles of association, or in so far as the articles do not exclude or modify the regulations contained in the Table marked A. in the first schedule hereto, the last-mentioned regulations shall, so far as the same are applicable, be deemed to be the regulations of the company, in the same manner and to the same extent as if they had been inserted in articles of association, and the articles had been duly registered.
The great majority of companies, formed under the Act, are registered as companies limited by shares, and it appears from Sections 14 and 15 above-mentioned, that as regards such companies articles of association may be registered with the memorandum, but if not that Table A. will apply.
In a considerable number of cases no articles are registered, and
It is also by no means uncommon to exercise the power contained in Section 15 by registering articles which adopt Table A. with some modifications. See infra, Form 69, for an example.
However, it is generally admitted that the additional expense, and it is but small, of preparing and registering a full set of articles is amply recompensed by the possession of a complete code of regulations.
Section 16 of the Act is as follows :
16. The articles of association shall be printed, they shall bear the same stamp as Articles to be if they were contained in a deed, [i.e., a 10s. stamp], and shall be signed by each printed. subscriber in the presence of, and be attested by, one witness at the least, and such attestation shall be a sufficient attestation in Scotland as well as in England and Ireland when registered, they shall bind the company and the members thereof to the same extent as if each member had subscribed his name and affixed his scal thereto, and there were in such articles contained a covenant on the part of himself, his heirs, executors, and administrators, to conform to all the regulations contained in such articles, subject to the provisions of this Act; and all monies payable by any member to the company, in pursuance of the conditions and regulations of the company, or any of such conditions or regulations, shall be deemed to be a debt due from such member to the company, and in England and Ireland to be in the nature of a specialty debt.
As to the effect of registering the memorandum and articles, and of Effect of the issue by the registrar of the certificate of incorporation, see supra, registration.
As to the liability of present and past members to contribute in the Contributories. winding up, see Lindley, 1360, et seq.: Buckley, 155, et seq.
As to the alteration of the articles by special resolution, see infra, Alteration of "Resolutions."
authorise any. thing ultra
As to the clauses usually inserted in articles, see infra, p. 95, et seq. It is well settled that if the articles as originally framed, or as altered by special resolution, purport to authorise an act prohibited by law or otherwise ultra vires the company, or inconsistent with the memoran- vires. dum, they are pro tanto void. Ashbury, &c., Co. v. Riche, L. R. 7 H. L. 671; Hope v. International Financial Soc., 4 C. Div. 327; Dent's Case, 8 Ch. 768.
seek to recon
But the court will, if possible, support the articles, for the rule of Court will construction is that if contemporaneous documents can be read in two cile memoranways, in one of which they appear consistent, and in the other incon- dum and sistent, the former construction will be preferred. Per Jessel, M. R., Phoenix Bessemer Co.'s Case, 44 L. J. N. S. 683; Anderson's Case, 7 Ch. Div. 75.
Articles of association very commonly contain clauses purporting to As to appointappoint or authorising the appointment of officers-e.g., managers, officers by secretaries, solicitors, engineers, and others, upon certain terms as to articles. remuneration. See as to such clauses, supra, p. 43.
As to each member being entitled to a copy of the memorandum and Members articles, see supra, p. 57.
entitled to copy of
Where articles of association have been registered, a copy of every articles. special resolution for the time being in force is to be annexed to or Copies of special embodied in every copy of the articles of association that may be issued resolutions. after the passing of such special resolution. Section 54 of the Act. Where no articles of association have been registered, a copy of any special resolution is to be forwarded, in print, to any member requesting the same, on payment of one shilling, or such less sum as the company may direct. Ibid.