Articles of Association. Winding-up. (37.) The Company shall be wound up voluntarily whenever an extraordinary resolution, as defined by the Companies Act, 1862, is passed, requiring the Company to be wound-up voluntarily. Dated the 22nd day of November, 1861. Witness to the above signatures, Merchant A. B., No. 13, Hute-street, Clerkenwell, Middlesex. Articles of Association to accompany Memorandum of Association of a Company limited by Guarantee, and having a Capital divided into Shares. 1. The capital of the Company shall consist of five hundred thousand pounds, divided into five thousand shares of one hundred pounds each. 2. The directors may, with the sanction of the Company in general meeting, reduce the amount of shares. 3. The directors may, with the sanction of the Company in general meeting, cancel any shares belonging to the Company. Articles of Association. WE, the several persons whose names and addresses are subscribed, agree to take the number of shares in the capital of the Company set opposite our respective Dated the 22nd day of November, 1861. Witness to the above signatures, A. B., No. 13, Hute-street, Clerkenwell, Middlesex. Articles of Association to accompany the preceding Capital of the Company. The capital of the Company is two thousand pounds, divided into twenty shares of one hundred pounds each. [Names, Addresses, and Descriptions of Subscribers, with the number of Shares taken, &c., as in the above form.] The regulations by which the Company is to be governed, if not repealed or altered by the Articles of Association, will be given in a subsequent part of this treatise, when we come to treat of the management of a Company. The Memorandum of Association and the Articles of Association (if any) are to be signed by seven shareholders at least, and the execution of each subscriber attested by one witness. D Articles of Association. Both documents must be stamped "as if they were deeds," that is to say, each must have a thirty-five shilling stamp for the first thirty folios, and a follower for every additional fifteen folios: (sect 11.) Being signed, the Memorandum of Association, with the Articles of Association annexed, must be taken to the registrar, who is then to certify, under his hand, that the Company is incorporated. The fees to be paid to the registrar for registration are thus prescribed by the act: TABLE B. TABLE of FEES to be paid to the REGISTRAR of JOINT STOCK COMPANIES by a Company having a capital divided into shares. ... For registration of a Company whose nominal For every 1,000l. of nominal capi- £ s. d. For every 1,000l. of nominal capi tal, or part of 1,000l., after the 1 0 0 first 5,000l., up to 100,000l. ... 0 5 0 For every 1,000l. of nominal capi tal, or part of 1,000l., after the first 100,000l. For registration of any increase of capital made after the first registration of the Company, the same fees per 1,000l., or part of a 1,000l., as would have been payable if such increased capital had formed part of the original capital at the time of registration. £ s. d. 200 Fees for Registration. Provided that no Company shall be liable to pay in respect of nominal capital on registration, or afterwards, any greater amount of fees than 50l., taking into account in the case of fees payable on an increase of capital after registration the fees paid on registration. 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 registered, other than the Memorandum of Association ... ... £ s. d. ... 0 5 0 For making a record of any fact hereby authorized or required to be recorded by the registrar of Companies, a fee of ... ... 0 5 0 TABLE C. TABLE of FEES to be paid to the REGISTRAR of JOINT STOCK COMPANIES by a Company not having a capital divided into shares. ... ... ... For registration of a Company whose number of For registration of a Company in which the ... £ s. d. 200 500 20 0 0 The Prospectus. ... 050 For registration of any increase on the number £ s. d. 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 20l. 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 authorized to be registered, other than the Memorandum of Association ... For making a record of any fact hereby authorized or required to be recorded by the registrar of Companies, a fee of... ... ... 05 0 050 The effect of registration is thus declared by the act: (sect. 13) The Company becomes a body corporate by the name prescribed in the Memorandum of Association. It has a perpetual succession and a common seal. It has power to hold lands. The date of the certificate is to be deemed the date of incorporation. The Prospectus. Being now a Company, or corporation, vested with great powers, exempted from all legal liabilities, practically irresponsible for its acts and defaults, it will be the most convenient course to |