bers limited by act of parliament (a) or letters patent (b), and not being a jointstock company as hereinafter defined (c), 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 pur suance 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 given by a majority of such of its members as may be present, personally or by proxy (d), 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 parlia ment or letters patent is about to register as a limited company, the majority re quired to assent as aforesaid shall consist of not less than three-fourths of the members present, personally or by proxy, at such last-mentioned 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 (e) 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 mem- In computing any majority under this section when (a) See ante, p. 3, n. (c). (b) See ante, p. 3, n. (d); sect. 9, ante, p. 17. (c) See sect. 181, post. (d) See ante, pp. 54, 55. (e) See sect. 9, pl. 4, ante, p. 18; see sect. 196, post, p. 227. (f) See ante, pp. 55, 56. being re 180. With the above exceptions, and subject to Companies the foregoing regulations, every company existing capable of at the time of the commencement of this act, in- gistered (g). cluding any company registered under the said Joint Stock Companies Acts (h), consisting of seven of 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 (i), or a company limited by guarantee; and no registration shall be invalid by reason that it has taken place with a view to the company being wound-up. (g) See 20 & 21 Vict. c. 14, s. 29. (h) See sects. 176, 177, ante, p. 218. (i) See sect. 179, ante, p. 219. company. 181. For the purposes of this part of this act, so Definition of far as the same relates to the description of com- joint-stock panies empowered to register as companies limited by shares, a joint-stock company shall be deemed Proviso as to banking company (1). Requisitions for regis tration by to be a company having a permanent 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 (k). (k) See sect. 8, ante, p. 13. 182. 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 (m). (1) See 21 & 22 Vict. c. 91, s. 1. (m) See sect. 188, post, p. 225. 183. Previously to the registration in pursuance of this part of this act of any joint stock comcompanies. pany (a) 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 (b); (3.) If any such joint stock company is intended to be registered as a limited company, the The nominal capital of the company The number of shares taken and the The name of the company, with the With the addition, in the case of a com- (a) See sect. 181, ante, p. 221. (b) See sect. 209, post, as to insurance companies which have been registered under 7 & 8 Vict. c. 110. (c) See sect. 190, post, p. 226. for regis company company. 184. Previously to the registration in pursuance Requisitions of this part of this act of any company not being a tration by joint stock company (d) there shall be delivered to existing the registrar a list showing the names, addresses, not being a and occupations of the directors or other managers joint-stock (if any) of the company, also a copy of any act of parliament, letters patent, deed of settlement, contract of copartnery, cost-book regulations or other instrument constituting or regulating the company, with the addition, in the case of a company intended to be registered as a company limited by guarantee, of the resolution declaring the amount of guarantee. (d) See sect. 181, ante, p. 221. existing amount of 185. Where a joint stock company (f) authorized Power for to register under this act has had the whole or any company to portion of its capital converted into stock, such register company shall, as to the capital so converted, in- stock instead stead of delivering to the registrar a statement of of shares (e). shares, deliver to the registrar a statement of the amount of stock belonging to the company, and Authentica ments of existing com panies (g). the names of the persons who were holders of such stock, on some day to be named in the statement, not more than six clear days before the day of regis tration. (e) See 20 & 21 Vict. c. 14, s. 30. 186. The lists of members and directors and any tion of state- other particulars relating to the company hereby required to be delivered to the registrar shall be verified by a declaration of the directors of the company delivering the same, or any two of them, or of any two other principal officers of the company, made in pursuance of the act passed in the sixth year of the reign of his late majesty King William the Fourth, chapter sixty-two (h). Form of (g) See 19 & 20 Vict. c. 47, s. 112. (h) I, A. B. do solemnly and sincerely declare that declaration. and I make this solemn declaration, conscientiously believing the same to be true and by virtue of the provisions of the Companies Act, 1862, and of an act made and passed in the session of parliament held in the fifth and sixth years of the reign of his majesty king William the Fourth, intituled "An Act to repeal an Act of the present Session of Parliament intituled An Act for the more Effectual Abolition of Oaths and Affirmations taken and made in various Departments of the State, and to substitute Declarations in lieu thereof, and for the more entire Suppression of Voluntary and Extrajudicial Oaths and Affidavits,' and to make other Provisions for the Abolition of unnecessary Qaths." Fees on oaths payable on declarations substituted in lieu thereof. Persons making false declaration guilty of a misdemea nor. · Declared by the above named this day of 18-. Before me. Whenever any declaration shall be made and subscribed by any person or persons under or in pursuance of the provisions of that act or any of them, all and every such fees or fee as would have been due and payable on the taking or making any legal oath, solemn affirmation or affidavit shall be in like manner due and payable upon making and subscribing such declaration. 5 & 6 Will. 4, c. 62, s. 19. In any case where a declaration is substituted for an oath under the authority of that act or by virtue of any power or authority thereby given, or is directed and authorized to be made and subscribed under the authority of that act or by virtue of any power thereby given, any person who shall wilfully and corruptly make and subscribe any such declaration, knowing the same to be untrue in any material particular, shall be deemed guilty of a misdemeanor. Ib., s. 21. |