may require 187. The registrar may require such evidence as Registrar he thinks necessary for the purpose of satisfying evidence as himself whether an existing company is or not a to nature of joint stock company as hereinbefore defined (a). (a) Sect. 181, ante, p. 221. company. tion of banking company liability tomers (b). 188. Every banking company existing at the On registradate of the passing of this act which registers itself as a limited company shall, at least thirty days with limited previous to obtaining a certificate of registration notice to be with limited liability, give notice that it is intended given to cusso to register the same to every person and partnership firm who have a banking account with the company, and such notice shall be given either by delivering the same to such person or firm, or leaving the same or putting the same into the post addressed to him or them at such address as shall have been last communicated or otherwise become known as his or their address to or by the company; and in case the company omits to give any such notice as is herein before required to be given, then as between the company and the person or persons only who are for the time being interested in the account in respect of which such notice ought to have been given, and so far as respects such account and all variations thereof down to the time at which such notice shall be given, but not further or otherwise, the certificate of registration with limited liability shall have no operation. (b) See 21 & 22 Vict. c. 91, s. 3. of certain ment of 189. No fees shall be charged in respect of the Exemption registration in pursuance of this part of this act of companies any company in cases where such company is not from payregistered as a limited company, or where pre- fees (c). viously to its being registered as a limited company the liability of the shareholders was limited by some other act of parliament or by letters patent. (c) See 20 & 21 Vict. c. 14, s. 32. Power to change name (a). 190. Any company authorized by this part of company to this act to register with limited liability shall, for the purpose of obtaining registration with limited liability, change its name, by adding thereto the word "limited." Certificate of registration of existing (a) See 19 & 20 Vict. c. 47, s. 114. 191. Upon compliance with the requisitions in this of this act contained with respect to regispart companies (b) tration, and on payment of such fees, if any, as are payable under the tables marked (B.) and (C.) in the first schedule hereto, the registrar shall certify under his hand that the company so applying for registration is incorporated as a company under this act, and, in the case of a limited company, that it is limited, and thereupon such company shall be incorporated, and shall have perpetual succession and a common seal, with power to hold lands; and any banking company in Scotland so incorporated shall be deemed and taken to be a bank incorporated, constituted or established by or under act of parliament. Certificate to be evidence of com act (c). (b) See 19 & 20 Vict. c. 47, s. 113. 192. A certificate of incorporation given at any time to any company registered in pursuance of this pliance with part of this act shall be conclusive evidence that all the requisitions herein contained in respect of registration under this act have been complied with, and that the company is authorized to be registered under this act as a limited or unlimited company, as the case may be, and the date of incorporation mentioned in such certificate shall be deemed to be the date at which the company is incorporated under this act. Transfer of property to company. (c) See 19 & 20 Vict. c. 47, s. 115. 193. All such property, real and personal, including all interests and rights in, to and out of property, real and personal, and including obligations and things in action, as may belong to or be under this vested in the company at the date of its registration under this act, shall on registration pass to and vest in the company as incorporated under this act for all the estate and interest of the company therein. 194. The registration in pursuance of this part of Registration this act of any company shall not affect or prejudice the liability of such company to have enforced affect obligaagainst it, or its right to enforce, any debt or obli- tions ingation incurred, or any contract entered into, by, viously to to, with or on behalf of such company previously to tion (d). such registration. (d) See 19 & 20 Vict. c. 47, s. 116; 20 & 21 Vict. c. 49, s. 8. act not to curred pre registra tion of existing actions 195. All such actions, suits and other legal pro- Continuaceedings as may at the time of the registration of any company registered in pursuance of this part and suits (e). of this act have been commenced by or against such company, or the public officer or any member thereof, may be continued in the same manner as if such registration had not taken place; nevertheless, execution shall not issue against the effects of any individual member of such company upon any judgment, decree or order obtained in any action, suit or proceeding so commenced as aforesaid; but in the event of the property and effects of the company being insufficient to satisfy such judgment, decree or order, an order may be obtained for winding-up the company. (e) See 19 & 20 Vict. c. 47, s. 116; 20 & 21 Vict. c. 49, s. 10. tion under 196. When a company is registered under this Effect of act in pursuance of this part thereof, all provisions registracontained in any act of parliament, deed of settle- act (a). ment, contract of copartnery, cost-book regulations, letters patent or other instrument constituting or regulating the company, including, in the case of a company registered as a company limited by guarantee, the resolution declaring the amount of the guarantee, shall be deemed to be conditions and regulations of the company, in the same manner and with the same incidents as if they were contained in a registered memorandum of association and articles of association; and all the provisions of this act shall apply to such company and the members, contributories and creditors thereof, in the same manner in all respects as if it had been formed under this act, subject to the provisions following, (that is to say,) (1.) That table (A.) in the first schedule to this act shall not, unless adopted by special resolution, apply to any company registered under this act in pursuance of this part thereof; (2.) That the provisions of this act relating to the numbering of shares shall not apply to any joint stock company whose shares are not numbered; (3.) That no company shall have power to alter any provision contained in any act of parliament relating to the company; (4.) That no company shall have power, without the sanction of the board of trade, to alter any provision contained in any letters patent relating to the company; (5.) That in the event of the company being wound up, every person shall be a contributory, in respect of the debts and liabilities of the company contracted prior to registration, who is liable, at law or in equity, to pay or contribute to the payment of any debt or liability of the company contracted prior to registration, or to pay or contribute to the payment of sum for the adjustment of the rights of the members amongst themselves in respect of any such debt or liability; or to pay or contribute to the payment of the costs, charges and expenses of winding-up the company, so far as relates to such debts or liabilities as aforesaid; and every such contributory shall be liable to con any tribute to the assets of the company, in (6.) That nothing herein contained shall autho- But nothing herein contained shall derogate from any power of altering its constitution or regulations which may be vested in any company registering under this act in pursuance of this part thereof by virtue of any act of parliament, deed of settlement, contract of copartnery, letters patent or other instrument constituting or regulating the company (b). (a) See 20 & 21 Vict. c. 14, s. 33. (b) See sects. 74-78, ante, pp. 76-97; sects. 105, 106, ante, p. 156. court to 197. The court may, at any time after the pre- Power of sentation of a petition for winding-up a company restrain furregistered in pursuance of this part of this act, and ther proceedbefore making an order for winding-up the com- ings (c). |