Restrictions on issue of certificate.

and register the same in like manner, and on payment of the like fees to him as provided in the case of the registration of an original memorandum of registration, and thereupon the place of the registered office shall, from the said last-mentioned registration and the said day mentioned in the said certificate, be the place mentioned as such on the said certificate: provided, however, that such change shall in nowise alter or affect anything theretofore done by the said company, or any of their rights or liabilities in respect thereof.

(e) Ante, s. 175, p. 217.

212. The board of trade shall not issue their certificate in pursuance of the foregoing section until they are satisfied that an advertisement of the intention of the company to apply to the board of trade for a certificate, with a declaration that all parties objecting thereto are forthwith to apply to the board of trade, has been published once at the least in each of four successive weeks in the newspapers following; that is to say, in some newspaper circulating in the district where the registered office of the company is situate, and also if the company is registered in England in the London Gazette, if in Ireland in the Dublin Gazette, if in Scotland in the Edinburgh Gazette, nor until the said board are satisfied that the objections, if any, that may be urged against the issue of such certificate are groundless.

FIRST SCHEDULE.

TABLE A. (a).

REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY SHARES.

Shares (b).

(1.) If several persons are registered as joint holders of any share, any one of such persons may give effectual receipts for any dividend payable in respect of such share.

(a) This table corresponds with table B. in the act 19 & 20 Vict. c. 47; see post. The two tables are in some respects similar. The regulations contained in this table are applicable to a company limited by shares, formed under the Companies Act, 1862, where the memorandum of association is unaccompanied by articles of association, or so far as such articles do not exclude or modify the regulations of this table, sect. 15, ante, p. 21. On the formation of the company the promoters may in the articles of association adopt or omit such of the regulations in table A. as they think proper.

This table is not applicable to companies registered under part vii. of the Companies Act, 1862, unless it be adopted by special resolution; see sect. 196, ante, p. 227; see also sect. 176, ante, p. 218.

In forming a company under this table a memorandum of articles of association must be obtained and the blanks therein filled up. The promoters of the company will subscribe their names and addresses with the number of shares taken by them respectively placed opposite their names. The number of subscribers must at least be seven, each subscriber is required to take one share, and the execution of the memorandum is to be attested by one witness at least. The memorandum having been executed and stamped with a deed stamp may then be taken with the articles of association, if any, to the proper registry office for registration, and upon payment of the fees (see table B. post, p. 260) a certificate of incorporation will be granted by the registrar.

Before registration the promoters of the company should carefully consider whether the regulations contained in

M

Stamp in respect of shares.

Contract note.

Stamps on contract

note may be impressed or adhesive; if adhesive,

to be cancelled.

Cheques for less than

208.

(2.) Every member shall, on payment of one shilling, or such less sum as the company in general meeting may prescribe, be entitled to a certi

table A. are adapted to the objects of the company, and whether any of the clauses therein contained ought to be altered or omitted, and whether it be advisable to insert any other provisions in the articles of association for the management of the company.

(b) See ante, p. 25, n. (b), ante, s. 22, p. 31. As to shares of bankrupts, ante, pp. 86-96.

Share certificates as well as scrip certificates issued before the incorporation of the company require a stamp of one penny. 16 & 17 Vict. c. 63, s. 8.

in

By 23 & 24 Vict. c. 111, schedule, any note, memorandum or writing commonly called a contract note, or by whatever name the same may be designated, for or relating to the sale or purchase, inter alia, of any share or shares of or in any joint stock or other public company, to the amount or value of five pounds or upwards, is liable to a stamp duty of one penny. The stamp duty on contract notes may be denoted either by impressed or adhesive stamps, and the commissioners of inland revenue shall provide stamps of both descriptions; and any case where a contract note is made, and the same is not written on an impressed stamp, there shall be affixed thereon a proper adhesive stamp; and every person who shall make or sign a contract note, to which an adhesive stamp shall be affixed, shall effectually cancel and obliterate the stamp by writing upon or across it his name or the name of his firm, or the initials thereof respectively, and by adding thereto the date of such cancelling, and so and in such manner that the said stamp cannot be used upon or for any other document or writing; and if any person shall make or sign any contract note by the act chargeable with stamp duty without the same being duly stamped, to denote the said duty, or shall refuse or neglect to cancel and obliterate as aforesaid any adhesive stamp affixed thereon, he shall forfeit the sum of twenty pounds; and no charge for brokerage, commission, agency or otherwise, made or to be made by any broker, agent or other person in or about the sale or purchase mentioned or referred to in any contract note made or signed by him shall be lawful, unless such contract note shall be duly stamped, and the stamp thereon, if adhesive, properly cancelled. 23 & 24 Vict. c. 111, s. 7.

By 23 & 24 Vict. c. 111, s. 19, the 18th section of 55 Geo. 3, c. 184, which prohibited the issuing of notes with printed dates is repealed, and any person may draw upon his banker who shall bonâ fide hold money to or for his use any draft or order for payment to the bearer or to order on demand of any .sum of money less than 20s.

ficate, under the common seal of the company, specifying the share or shares held by him, and the amount paid up thereon.

(3.) If such certificate is worn out or lost, it may be renewed on payment of one shilling, or such less sum as the company in general meeting may prescribe.

Calls on Shares (c).

(4.) The directors may from time to time make such calls upon the members in respect of all monies unpaid on their shares as they think fit, provided that twenty-one days notice at least is given of each call, and each member shall be liable to pay the amount of calls so made to the persons and at the times and places appointed by the directors.

(5.) A call shall be deemed to have been made at the time when the resolution of the directors autho

rizing such call was passed.

(6.) If the call payable in respect of any share is not paid before or on the day appointed for payment thereof, the holder for the time being of such share shall be liable to pay interest for the same at the rate of five pounds per cent. per annum from the day appointed for the payment thereof to the time of the actual payment.

(7.) The directors may, if they think fit, receive from any member willing to advance the same, all or any part of the monies due upon the shares held by him beyond the sums actually called for; and upon the monies so paid in advance, or so much thereof as from time to time exceeds the amount of the calls then made upon the shares in respect of which such advance has been made, the company may pay interest at such rate as the member paying such sum in advance and the directors agree upon.

Transfers of Shares.

(8.) The instrument of transfer of any share in the company shall be executed both by the transferor and transferee, and the transferor shall be

(c) See ante, pp. 38, 83, n. (b).

deemed to remain a holder of such share until

the name of the transferee is entered in the register book in respect thereof.

(9.) Shares in the company shall be transferred in the following form:

I, A. B. of in consideration of the sum of
pounds paid to me by C. D. of

do hereby transfer to the said C. D. the share [or shares] standing in my name in the

numbered

books of the
company, to hold unto the
said C. D., his executors, administrators and as-
signs, subject to the several conditions on which
I held the same at the time of the execution
hereof; and I the said C. D. do hereby agree
to take the said share [or shares] subject to the
same conditions. As witness our hands, the
day of

(10.) The company may decline to register any transfer of shares made by a member who is indebted to them.

(11.) The transfer books shall be closed during the fourteen days immediately preceding the ordinary general meeting in each year.

Transmission of Shares (d).

(12.) The executors or administrators of a deceased member shall be the only persons recognized by the company as having any title to his share. (13.) Any person becoming entitled to a share in consequence of the death, bankruptcy or insolvency of any member, or in consequence of the marriage of any female member, may be registered as a member upon such evidence being produced as may from time to time be required by the company.

(14.) Any person who has become entitled to a share in consequence of the death, bankruptcy or insolvency of any member, or in consequence of the marriage of any female member, may, instead of being registered himself, elect to have some person to be named by him registered as a transferee of such share.

(d) See sect. 24, ante, p. 32.