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case of un

203. If any unregistered company has no power Provision in to sue and be sued in a common name, or if for any registered reason it appears expedient, the court may by the company (4). order made for winding-up such company, or by any subsequent order, direct that all such property, real and personal, including all interest, claims and rights into and out of property, real and personal, and including things in action, as may belong to or be vested in the company, or to or in any person or persons on trust for or on behalf of the company, or any part of such property, is to vest in the official liquidator or official liquidators by his or their official name or names, and thereupon the same or such part thereof as may be specified in the order shall vest accordingly, and the official liquidator or official liquidators may, in his or their official name or names, or in such name or names and after giving such indemnity as the court directs, bring or defend any actions, suits or other legal proceedings relating to any property vested in him or them, or any actions, suits or other legal proceedings necessary to be brought or defended for the purposes of effectually winding-up the company and recovering the property thereof.

(k) See 11 & 12 Vict. c. 45, s. 29.

this part of

204. The provisions made by this part of the act Provisions in with respect to unregistered companies shall be act cumudeemed to be made in addition to and not in restric- lative. tion of any provisions hereinbefore contained with respect to winding-up companies by the court, and the court or official liquidator may, in addition to anything contained in this part of the act, exercise any power or do any act in the case of unregistered companies which might be exercised or done by it or him in winding-up companies formed under this act; but an unregistered company shall not, except in the event of its being wound-up, be deemed to be a company under this act, and then only to the extent provided by this part of this act.

Repeal of


Saving clause as to repeal.

Saving of



205. After the commencement of this act there shall be repealed the several acts specified in the first part of the third schedule hereto, with this qualification, that so much of the said acts as is set forth is the second part of the said third schedule shall be hereby re-enacted and continued in force as if unrepealed.

206. No repeal hereby enacted shall affect,
(1.) Anything duly done under any acts hereby

(2.) The incorporation of any company registered
under any act hereby repealed;

(3.) Any right or privilege acquired or liability
incurred under any act hereby repealed;
(4.) Any penalty, forfeiture or other punishment
incurred in respect of any offence against
any act hereby repealed;

(5.) Table (B.) in the schedule annexed to the
Joint Stock Companies Act, 1856, or any
part thereof, so far as the same applies to
any company existing at the time of the
commencement of this act (a).

(a) This table is inserted, post.

207. Where previously to the commencement of existing pro- this act an order has been made for winding-up a ceedings for winding-up. company under any acts or act hereby repealed, or a resolution has been passed for winding-up a company voluntarily, such company shall be wound-up in the same manner and with the same incidents as if this act were not passed, and for the purposes of such winding-up such repealed acts or act shall be deemed to remain in full force (b).

(b) All jurisdiction to order the winding-up of a company after the 2nd November, 1862, is taken away from the court of bankruptcy by this section, notwithstanding the petition had been previously presented. Ex parte Pope, Re Economic Omnibus Company (Limited), 7 L. T., N. S. 393-Goulburn, C.

208. Where previously to the commencement of Saving of this act any conveyance, mortgage or other deed conveyance has been made in pursuance of any act hereby repealed, such deed shall be of the same force as if this act had not passed, and for the purposes of such deed such repealed act shall be deemed to remain in full force.


209. Every insurance company completely re- Compulsory gistered under the act passed in the eighth year of of certain the reign of her present Majesty, chapter one hun- companies. dred and ten (b), intituled " An Act for the Registration, Incorporation and Regulation of Joint Stock Companies," shall on or before the second day of November, one thousand eight hundred and sixtytwo, and every other company required by any act hereby repealed to register under the said Joint Stock Companies Acts, or one of such acts, and which has not so registered, shall, on or before the expiration of the thirty-first day from the commencement of this act, register itself as a company under this act, in manner and subject to the regulations herein before contained (c), with this exception, that no company completely registered under the said act of the eighth year of the reign of her present Majesty shall be required to deliver to the registrar a copy of its deed of settlement; and for the purpose of enabling such insurance companies as are mentioned in this section to register under this act, this act shall be deemed to come into operation immediately on the passing thereof; nevertheless the registration of such companies shall not have any effect until the time of the commencement of this act. No fees shall be charged in respect of the registration of any company required to register by this section.

(b) See ante, p. 1, n. (b).

A savings bank company is not necessarily a banking company within the statutes relating to joint stock companies. Re District Savings Bank, Ex parte Coe, 10 W. R. 138.

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By 7 & 8 Vict. c. 110, s. 2, the term "Joint Stock Company" comprehended every assurance company or association for the purpose of assurance or insurance on lives, or

Penalty on company not registering.

s. 28.

against any contingency involving the duration of human life or against the risk of loss or damage by fire or by storm or other casualty, or against the risk of loss or damage to ships at sea or on voyage, or to their cargoes, or for granting or purchasing annuities on lives, and also every institution enrolled under any of the acts of parliament relating to friendly societies, which institutions shall make assurances on lives or against any contingency involving the duration of human life to an extent upon one life, or for any one person to an amount exceeding two hundred pounds, whether such companies, societies or institutions shall be joint stock companies or mutual assurance societies, or both."

The acts 18 & 19 Vict. c. 47, 20 & 21 Vict. cc. 14, 49, 80, amended by 21 & 22 Vict. cc. 60 and 91, did not apply to insurance companies; see 19 & 20 Vict. c. 47, s. 2, and 20 & 21 Vict. c. 80.

(c) See sects. 179, 180, ante, pp. 219-221.

210. If any company required by the last section to register under this act makes default in comply21 Vict. c. 14, ing with the provisions thereof, then, from and after the day upon which such company is required to register under this act, until the day on which such company is registered under this act (which it is empowered to do at any time, the following consequences shall ensue, (that is to say,)

(1.) The company shall be incapable of suing (d) either at law or in equity, but shall not be incapable of being made a defendant to a suit either at law or in equity;

(2.) No dividend shall be payable to any shareholder in such company;

(3.) Each director or manager of the company shall for each day during which the company so being in default carries on business incur a penalty not exceeding five pounds, and such penalty may be recovered by any person, whether a shareholder or not in the company, and be applied by him to his own use:

Nevetherless, such default shall not render the company so being in default illegal, nor subject it to any penalty or disability, other than as specified in this section; and registration under this act shall

cancel any penalty or forfeiture, and put an end to any disability which any company may have incurred under any act hereby repealed by reason of its not having registered under the said Joint Stock Companies Acts, 1856, 1857, or one of them.

(d) An insurance company which has not been registered under the 209th section of this act is by this section incapacitated from suing: it was held, that the presenting of a petition to wind-up is a suing within the act, and that the joining the chairman, who was a contributory, as a co-petitioner with the company made no difference. Re Waterloo Life, &c. Assurance Company, 11 W. R. 134.



211. Upon the application of the directors of any Temporary company registered under the Joint Stock Com- power for panies Acts as hereinbefore defined (e), or any of to change them, made within one year after the date of the office. commencement of this act, sanctioned by a resolution passed at an extraordinary general meeting, but subject to the restrictions hereinafter mentioned, the board of trade shall have authority by their certificate in writing to change the registered office of any such company from any one part of the United Kingdom of Great Britain and Ireland to any other part thereof, and the registrar of joint. stock companies with whom the memorandum of registration of such company has been registered shall, upon receipt of such certificate, note in writing upon the margin or at the foot of the said memorandum the name of the place to which such registered office is to be transferred, and the day upon which transfer is pursuant to such certificate to take place, and shall attach the certificate to the memorandum, and the said registrar shall thereupon transmit to the registrar of joint stock companies for that part of the United Kingdom to which the registered office is to be so transferred copies of the said certificate and of the said memorandum of registration so noted certified by him; and the said registrar for the said last-mentioned part of the United Kingdom shall, upon receipt of such copies of certificate and memorandum, retain

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