Part VI. Application of Act. in the absence of the registrar; but in the event of the Board of Trade altering the constitution of the existing registry office, such act shall be done to or by such officer or officers and at such place or places with reference to the local situation of the registered offices of the companies to be registered as the Board of Trade may appoint. PART VI. APPLICATION OF ACT TO COMPANIES REGISTERED UNDER THE JOINT STOCK COMPANIES ACTS. 175. Definition of Joint Stock Companies Acts.-The expression "Joint Stock Companies Acts" as used in this act shall mean "The Joint Stock Companies Act, 1856," "The Joint Stock Companies Acts, 1856, 1857," "The Joint Stock Banking Companies Act, 1857," and "The Act to enable Joint Stock Banking Companies to be formed on the principle of Limited Liability," or any one or more of such acts, as the case may require; but shall not include the act passed in the eighth year of the reign of Her present Majesty, chapter one hundred and ten, and intituled An Act for the Registration, Incorporation, and Regulation of Joint Stock Companies. 176. Application of act to companies formed under Joint Stock Companies Acts.-Subject as hereinafter mentioned, this act, with the exception of table A. in the first schedule, shall apply to companies formed and registered under the said Joint Stock Companies Acts, or any of them,(1) in the same manner in the case of a limited company as if such company had been formed and registered under this act as a company limited by shares, and in the case of a company other than a limited company as if such company had been formed and registered as an unlimited company under this act, with this qualification, that wherever reference is made expressly or impliedly to the date of registration, such date shall be deemed to refer to the date at which such companies were respectively registered under the said Joint Stock Companies Acts or any of them, and the power of altering regulations Application of Act to existing Companies. by special resolution given by this act shall, in the case of any company formed and registered under the said Joint Stock Companies Acts or any of them, extend to altering any provisions contained in the table marked B. annexed to "The Joint Stock Companies Act, 1856," and shall also in the case of an unlimited company formed and registered as last aforesaid extend to altering any regulations relating to the amount of capital or its distribution into shares, notwithstanding such regulations are contained in the memorandum of association.(2) (1) Companies formed and registered under the said Joint Stock Companies Acts, or any of them.]-The preceding section (175) defines the expression "Joint Stock Companies Acts," to be all the acts now in force except 7 & 8 Vict. c. 110, which is the principal act under which all Insurance Companies and many other Companies are registered. But that act is in the list of statutes repealed by this present act. Now sect. 176 provides that this act shall apply to "Companies formed and registered under the Joint Stock Companies Acts, or any of them." But according to the above definition of that expression, the stat. 7 & 8 Vict. c. 110, is not to be included in the term "Joint Stock Companies Acts." Consequently, Companies formed and registered under 7 & 8 Vict. c. 110, and not re-registered under either of the subsequent acts, are excluded from this section; but they are admitted by the large provision of sect. 180, which enacts, that every Company existing at the time of the commencement of the act, may register itself under it. (2) Contained in the Memorandum of Association.]-Substantially the section extends to existing Companies registering under the act all its powers and privileges, subject, of course, to the provisions of their several deeds of settlement. 177. Application of act to companies registered under Joint Stock Companies Acts.-This act shall apply to companies registered but not formed under the said Joint Stock Companies Acts or any of them in the same manner as it is hereinafter declared to apply to companies registered but not formed under this act, with this qualification, that wherever reference is made expressly or impliedly to the date of registration, such date shall be deemed to refer to the date at which such Part VII. Companies authorized to Register. companies were respectively registered under the said Joint Stock Companies Acts or any of them. 178. Mode of transferring shares.-Any company registered under the said Joint Stock Companies Acts or any of them may cause its shares to be transferred in manner hitherto in use, or in such other manner as the company may direct. PART VII. COMPANIES AUTHORIZED TO REGISTER UNDER THIS ACT. 179. Regulations as to registration of existing companies.-The following regulations shall be observed with respect to the registration of companies under this part of this act; (that is to say,) (1.) No company having the liability of its members limited by Act of Parliament or letters patent, and not being a joint stock company as hereinafter defined,(1) shall register under this act in pursuance of this part thereof: (2.) No company having the liability of its members limited by Act of Parliament or by letters patent shall register under this act in pursuance of this part thereof as an unlimited company, or as a company limited by guarantee: (3.) No company that is not a joint stock company as hereinafter defined, shall in pursuance of this part of this act register under this act as a company limited by shares: (4.) No company shall register under this act in pursuance of this part thereof unless an assent to its so registering is given by a majority of such of its members as may be present, personally or by proxy, in cases where proxies are allowed by the regulations of the company, at some general meeting summoned for the purpose: (5.) Where a company not having the liability of its members limited by Act of Parliament or letters patent is about to register as a limited company, the majority required to assent as aforesaid shall consist of not less than three-fourths of the Companies authorized to Register. members present, personally or by proxy, at such lastmentioned general meeting: (6.) Where a company is about to register as a company limited by guarantee the assent to its being so registered shall be accompanied by a resolution declaring that each member 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 ceased to be a member, and of the costs, charges, and expenses of winding up the company, and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required, not exceeding a specified amount: In computing any majority under this section when a poll is demanded regard shall be had to the number of votes to which each member is entitled according to the regulations of the company of which he is a member. (1) A Joint Stock Company as hereinafter defined.]-For this definition see sect. 181. 180. Companies capable of being registered.-With the above exceptions, and subject to the foregoing regulations, every company existing at the time of the commencement of this act, including any company registered under the said Joint Stock Companies Acts, consisting of seven or more members, and any company hereafter formed in pursuance of any Act of Parliament other than this act, or of letters patent, or being a company engaged in working mines within and subject to the jurisdiction of the Stannaries, or being otherwise duly constituted by law, and consisting of seven or more members, may at any time hereafter register itself under this act as an unlimited company, or a company limited by shares, or a company limited by guarantee; and no such registration shall be invalid by reason that it has taken place with a view to the company being wound up. 181. Definition of joint stock company.--For the purposes of this part of this act, so far as the same relates to the description of companies empowered to register as companies limited by shares, a joint stock company shall be deemed to be a company having a permanent Part VII. Companies authorized to Register. paid-up or nominal capital of fixed amount, divided into shares, also of fixed amount, or held and transferable as stock, or divided and held partly in one way and partly in the other, and formed on the principle of having for its members the holders of shares in such capital, or the holders of such stock, and no other persons; and such company when registered with limited liability under this act shall be deemed to be a company limited by shares. 182. Proviso as to banking company.-No banking company claiming to issue notes in the United Kingdom shall be entitled to limited liability in respect of such issue, but shall continue subject to unlimited liability in respect thereof, and, if necessary, the assets shall be marshalled for the benefit of the general creditors, and the members shall be liable for the whole amount of the issue, in addition to the sum for which they would be liable as members of a limited company. 183. Requisitions for registration by companies.—Previously to the registration in pursuance of this part of this act of any joint stock company there shall be delivered to the registrar the following documents; (that is to say,) (1.) A list showing the names, addresses, and occupations of all persons who on a day named in such list, and not being more than six clear days before the day of registration, were members of such company, with the addition of the shares held by such persons respectively, distinguishing, in cases where such shares are numbered, each share by its number: (2.) A copy of any Act of Parliament, royal charter, letters patent, deed of settlement, contract of copartnery, cost book regulations, or other instrument constituting or regulating the company : (3.) If any such joint stock company is intended to be registered as a limited company, the above list and copy shall be accompanied by a statement specifying the following particulars; that is to say, The nominal capital of the company and the number of shares into which it is divided: The number of shares taken and the amount paid on each share : |