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MANAGEMENT OF A COMPANY
TABLE (B) OF THE ACT 19 & 20 VICT. c. 47.
THE stat. 19 & 20 Vict. c. 47, is repealed after 2nd November, 1862, but such repeal does not affect Table (B) annexed thereto, or any part thereof, so far as the same applies to any company existing on the 2nd November, 1862.
By 19 & 20 Vict. c. 47, s. 9, the memorandum Special reguof association may be accompanied by or have an- be prenexed thereto or indorsed thereon articles of asso- scribed by ciation, signed by the subscribers to the memoran- association. dum of association, and prescribing regulations for the company but if no such regulations are prescribed, or so far as the same do not extend to modify the regulations contained in the table marked (B) in the schedule to that act, such lastmentioned regulations shall, so far as the same are applicable, be deemed to be the regulations of the company, and shall bind the company and the shareholders therein to the same extent as if they had been inserted in articles of association, and such articles had been registered.
This table has in several cases been treated as a code of rules made obligatory by act of parliament on the company. It has been observed that the exact contrary is the fact, table (B) under the act 19 & 20 Vict. c. 47, and table (A) under the Companies Act, 1862, are simply model forms which a company shows an intention to adopt if
it fail to register articles of association. They have no parliamentary sanction whatever, and bind the company to the same extent only as articles of association (a).
REGULATIONS FOR MANAGEMENT OF THE COMPANY.
(1.) No person shall be deemed to have accepted any
(2.) The company may from time to time make such calls upon the shareholders 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 shareholder shall be liable to pay the amount of calls so made to the persons and at the times and places appointed by the company (c).
(3.) A call shall be deemed to have been made at the time when the resolution authorizing such call was passed.
(a) Thring's Law of Joint Stock Companies, vol. 2, p. 51, n. (b) In an action for calls by a company registered under 19 & 20 Vict. c. 47, it was proved that the defendant had paid the deposit on the shares in advance to the bankers of the company, and had applied for the shares by a letter, which was in a printed form provided by the company, and signed by the defendant, in which he requested the directors to allot him twenty shares, and stated that he thereby agreed to accept the same. In compliance with that letter the number of shares applied for was allotted to the defendant, and the company never directed any other form of acceptance of shares: it was held, that as no other form had been directed by the company, the defendant had by the letter of application sufficiently testified his acceptance of the shares to satisfy this provision. Bog Lead Mining Company v. Montague, 30 L. J., C. P. 380; see ante, p. 127.
(c) See ante, p. 38, n. (d).
(4.) If before or on the day appointed for payment any shareholder does not pay the amount of any call to which he is liable, then such shareholder 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.
(5.) The company may, if they think fit, receive from any of the shareholders willing to advance the same all or any part of the monies due upon their respective shares 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 shareholder paying such sum in advance and the company agree upon.
(6.) 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.
(7.) The company may decline to register any transfer of shares made by a shareholder who is indebted to them.
(8.) Every shareholder shall, on payment of such sum, not exceeding one shilling, as the company may prescribe, be entitled to a certificate, under the common seal of the company, specifying the share or shares held by him, and the amount paid up thereon.
(9.) If such certificate is worn out or lost, it may be renewed, on payment of such sum, not exceeding one shilling, as the company may prescribe. (9a.) The transfer books shall be closed during the fourteen days immediately preceding the ordinary general meeting in each year.
Transmission of Shares (c).
(10.) The executors or administrators of a deceased shareholder shall be the only person recognized by the company as having any title to his share. (11.) Any person becoming entitled to a share in consequence of the death, bankruptcy or insolvency
(c) See ante, pp. 41, 86-91, 133.
of any shareholder, or in consequence of the marriage of any female shareholder or in any way other than by transfer, may be registered as a shareholder upon such evidence being produced as may from time to time be required by the com
pany. (12.) Any person who has become entitled to a share in any way other than by transfer may, instead of being registered himself, elect to have some person to be named by him registered as a holder of such share.
(13.) The person so becoming entitled shall testify such election by executing to his nominee a deed of transfer of such share.
(14.) The deed of transfer shall be presented to the company, accompanied with such evidence as they may require to prove the title of the transferor, and thereupon the company shall register the
transferee as a shareholder.
Forfeiture of Shares (d).
(15.) If any shareholder fails to pay any call due on the appointed day, the company may at any time thereafter, during such time as the call remains unpaid, serve a notice on him, requiring him to pay such call, together with any interest that may have accrued by reason of such nonpayment. (16.) The notice shall name a further day, and a place or places, being a place or places at which calls of the company are usually made payable, on and at which such call is to be paid. It shall also state that in the event of nonpayment at the time and place appointed the shares in respect of which such call was made will be liable to be forfeited. (17.) If the requisitions of any such notice as aforesaid are not complied with, any share in respect of which such notice has been given may be forfeited by a resolution of the directors to that effect.
(18.) Any shares so forfeited shall be deemed to be the property of the company, and may be disposed of in such manner as the company thinks fit. (19.) Any shareholder whose shares have been forfeited shall notwithstanding be liable to pay to the com
(d) See cases on this subject, post.
pany all calls owing upon such shares at the time of the forfeiture.
Increase in Capital (e).
(20.) The company may, with the sanction of the company previously given in general meeting, increase its capital.
(21.) Any capital raised by the creation of new shares shall be considered as part of the original capital, and shall be subject to the same provisions in all respects, whether with reference to the payment of calls or the forfeiture of shares or nonpayment of calls or otherwise, as if it had been part of the original capital.
General Meeting (f).
(22.) The first general meeting shall be held at such time, not being more than twelve months after the incorporation of the company, and at such place as the directors may determine.
(23.) Subsequent general meetings shall be held at such time and place as may be prescribed by the company in general meeting; and if no other time or place is prescribed, a general meeting shall be held on the first Monday in February in every year, at such place as may be determined by the directors.
(24.) The above-mentioned general meetings shall be called ordinary meetings; all other general meetings shall be called extraordinary.
(25.) The directors may, whenever they think fit, and they shall upon a requisition made in writing by any number of shareholders holding in the aggregate not less than one-fifth part of the shares of the company, convene an extraordinary general meeting.
(26.) Any requisition so made by the shareholders shall express the object of the meeting proposed to be called, and shall be left at the registered office of the company.
(27.) Upon the receipt of such requisition the directors shall forthwith proceed to convene a general meeting. If they do not proceed to convene the same
(e) See 19 & 20 Vict. c. 47, s. 37.
(f) See ante, p. 72; 19 & 20 Vict. c. 47, s. 32.