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when deemed to have been made, &c. by company, 51

secretary, when liable for, 51

when company liable in respect of, 51, 52, 62

cases where directors were prohibited from accepting, 62, 63 power of official liquidator relative to, 112

sanction of judge as to, how to be testified, 310


may appoint umpire on neglect of arbitrators to do so, 187
may appoint arbitrators, when, 372

appointment of umpire by, to supply vacancy, 373
name of company may be changed with sanction of, 20
may alter forms in schedules to Companies Act, 1862..75
may grant a licence to company to hold land, 31

form of, 275

may appoint and remove officers of registration office, 212
may determine where such office shall be established, 212
may direct seal for authentication of documents, 212

may determine what fees to be payable at registration office, 213
duration of tenure of office by officers, 213

with consent of treasury, to direct what salaries to be payable, 213

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of account to be kept at registered office, 255

for the registration of members of the company to be kept, 32 to be produced for inspector's examination, 67

falsification of, how punishable, 207

destruction or alteration of, how punishable, 379
of company, when to be evidence, 181

disposal of, after winding-up, 181

the court may order inspection of, 181

arbitrators may call for production of, 187

of accounts to be kept by official liquidator, 300
appearance book, 353


damages may be assessed against officers of company guilty of, 207

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when action not maintainable for, 38

action for, made before incorporation of company, 424
declaration in action for, 425

proof in action for, 425

under Winding-up Acts create debts by specialty, 83
against member for, 74

in respect of shares in limited company, 242, 356

in respect of new shares, 247, pl. 28; 359, pl. 21

not made in respect of paid-up shares, 142

forfeiture of shares for nonpayment of, 245, pl. 17—22; 358, pl. 15-19

upon contributories, how enforced, 144

may be made by court after order to wind-up, 153

when a simple contract and specialty debts, 154

suit for, before incorporation of company, 154

proceeds of, in hands of official manager may be attached, 155 set-off in suit for, 155

in action, defendant estopped from disputing validity of shares,

when party not exempt from, on paid up shares, 155
contributories in Scotland may be ordered to pay, 162
may be made by liquidators on voluntary winding-up, 172, 173
who liable to payment of, after death of shareholder, 425
when shares not fully paid up are specifically be-
queathed, 426

can be enforced notwithstanding irregular notice, when, 426
nature of balance order for payment of, 427


distribution of, 31

company to give notice of conversion of, into stock, 34
notice of increase of, to be given to registrar, 38


when chairman to have, 250, pl. 43


of registration to be given by registrar, 25
when void, 25

of result of adjudication as to debts, to be made, 303
of registration of existing company to be given, 226
to be evidence of compliance with act, 226

of registration of industrial society to vest property, 384
Forms of,

certificate of chief clerk as to debts and claims, 331

of chief clerk of settlement of the list of con

tributories, 338


Forms of-continued.

certificate of payment of money into bank of England, 345
of company being completely wound-up, and of
the official liquidator having passed his final
account, 354


of directors to be chosen, 253, pl. 67; 364, pl. 56
of general meetings, 249, pl. 49, 40; 360, pl. 33, 34
to direct mode of taking poll, 250, pl. 43; 361, pl. 37

to have casting vote, 361, pl. 43

of meetings of creditors and contributories may be appointed,
109, 179

appointment of, how to be testified, 310

minute signed by, when to be evidence, 71, 72


empowered to make rules as to winding-up companies, 209




what land may be held by company formed for promoting, 30
what shares in companies may be bequeathed for purposes of,
432, 433


from the crown, how obtained, 391
may be surrendered, 391

may be repealed on scire facias, 391
duration of, may be limited, 405


may be drawn for less than 20s...242


application of Consolidated General Orders to certificate of, 312
to sign memorandum as to bill of exchange, 310


assignee may sue for, in his own name, 181

old rule of law as to suing for, 182


proof of, due from company, 301-303.

See PROOF OF Debts.


when documents to be admissible in evidence in, without proof

of seal or signature, 216

companies formed in, 456


affidavit in, before whom to be sworn, 169


of Companies Act, 1862..1, 237

of winding-up by the court, 105
of voluntary winding-up, 171

of rules, 25th November, 1862..318


of lunatic may vote, 250, pl. 44, 361, pl. 39


short title of, 1

commencement of, 1, 237


consisting of more than twenty persons, after 2nd November,
1862, how to be formed, 2

for carrying on banking business to be registered, 2

mode of forming, 5

prospectus for formation of, 5

when bound by reports of directors, 12

when original objects of company cannot be changed, 14, 15
extension of business of, when unauthorized, 17

power of, to alter memorandum of association, 19

name of, may be changed with consent of board of trade, 20
liability of company not affected by change of name of, 20, 21
what, not to hold more than two acres of land without licence,

powers of, to borrow money, 62-65

prohibited from adopting identical name of another, 29
case as to extension of objects of, 413

mortgage to be registered by, 49

prohibited from carrying on business with less than seven
members, 52

inspection of affairs of, 66

under act required to hold one general meeting in each year, 53
notices by and to companies under act, 69, 70

under act may refer matter to arbitration, 75


application of Companies Act, 1862, to companies formed under
Acts of 1856 and 1857..218

to companies registered under Acts of 1856 and 1857..219
all companies authorized to register under Act of 1862, except
mutual campanies limited by act of parliament or letters
patent, 219

unregistered companies (except railway companies) may be
wound-up under Companies Act, 1862..230

return as to, 219


of claims by official liquidators, 113

sanction of the judge to, how to be obtained, 310
when not sanctioned by court, 143

may be made by liquidators with the sanction of the court, 183
cases as to, by official liquidators, 183


of companies formed under new act may be altered, 19, 20, 53
of existing companies may be altered, to what extent, 218,


to be proved after winding-up company, 182
how to be estimated, 303


to take shares, what amounts to, 6

founded on fraudulent representations may be rescinded, 7
by corporations when to be under corporate seal, 58–60

when agent bound by, 61, 62

when court will decree specific performance of, 412

when constituted, 413

for sale of shares not within Statute of Frauds, 414


stamp on, 242


to assets of company when to be made by members, 45


meaning of the term in the Companies Act, 1862..76
in the previous winding-up acts, 81-83

nature of liability of, 83


wishes of, may be regarded by court relative to winding-up,

shareholders liable as, notwithstanding fraud and misrepresen-
tation of directors, 129-131

in case of marriage, 97

of lunatics and infants, 98

who to be placed in list of, under winding-up acts, 119

allottees of shares are not, 120, 122, 125, 141

under special circumstances may be, 141

test to be applied in ascertaining who are,

who liable as, generally, 122


acceptance of shares or something equivalent necessary, 123,

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