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C.

CALLS,

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,

155

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

CAPITAL,

distribution of, 31

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

CASTING VOTE,

when chairman to have, 250, pl. 43

CERTIFICATE,

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

CERTIFICATE-continued.

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

CHAIRMAN,

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

CHANCELLOR (LORD),

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

CHANCERY. See Court.

CHANGE. See ALTERATION.

CHARITY,

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

CHARTERS,

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

may be repealed on scire facias, 391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

CHECKS,

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

CHIEF CLERK,

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

CHOSE IN ACTION,

assignee may sue for, in his own name, 181
old rule of law as to suing for, 182

CLAIMS,

proof of, due from company, 301-303.

See PROOF OF Debts.

COLONIES,

when documents to be admissible in evidence in, without proof

of seal or signature, 216

companies formed in, 456

[blocks in formation]

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,
31

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

See ARBITRATION.

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

COMPROMISE,

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

CONSTITUTION,

of companies formed under new act may be altered, 19, 20, 53
of existing companies may be altered, to what extent, 218,
227-229

CONTINGENT DEBTS AND CLAIMS,

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

CONTRACT,

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
See CORPORATION

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

CONTRACT NOTES,

stamp on, 242

CONTRIBUTION,

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

CONTRIBUTORY,

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

nature of liability of, 83

CONTRIBUTORIES,

wishes of, may be regarded by court relative to winding-up,
109

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, 122
who liable as, generally, 122

acceptance of shares or something equivalent necessary, 123,

127

CONTRIBUTORIES-continued.

extent of liability of, 124
degrees of liability of, 124

may be, although incorrectly described in register, 125
executors when liable as, 125

without signature of deed of transfer, 126

may be, in respect of free shares, 126

in respect of paid-up shares, 126

where shares taken, but refusal to sign deed, 127, 128
not liable as, on conditional application for shares, 127, 128
notwithstanding non-compliance with all requisites of deed, 128
constituted, by receipt of dividends upon shares, 128, 130
when and when not, notwithstanding fraud and misrepresen-
tation of directors, 129-132

shareholder liable as, where colourable transfer of shares, 132,
135

where objects of company have totally failed, 133
transfer of shares in order to avoid liability as, 133
without consideration, 134, 135

notwithstanding cancellation of shares, 135
in respect of paid-up shares, 135

on transfer of shares to nominee of directors, 136
when shareholder has withdrawn from company, 136

has sold his shares, 136

after relinquishment of shares in a mining company, 137, 138,

139

in respect of shares on increase of capital, 139

in respect of forfeited shares, 139, 140

of paid-up shares, 140, 141, 142

liability as, when not incurred by filling office of director, 142,

143

as to enforcing order for calls upon, 144

proof of debts after winding-up order, 144, 145

may appeal against allowance of debts, 145

in respect of new shares issued on a fraudulent report, 152

the rights of, may be adjusted by court, 158

about to abscond or to remove or conceal property may be
arrested, 162

in Scotland may be ordered to pay calls, 163

CONVENTIONS,

with France and Belgium, 452

COPY,

of statement of certain companies to be put up in office, 50
of special resolution to be sent to registrar, 56
to be annexed to articles of association, 57
member entitled to, 57

of inspector's report to be delivered, 68
of register of members to whom to be sent, 50
of special resolution to whom to be sent, 57

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