Joint. J. Joint Stock Banks. 19 & 20 Vict. c. 100.-An Act to amend the Law with respect to the Election of Directors of Joint Stock Banks in England. Page 504 Preamble recites 7 & 8 Vict. c. 113. § 1. Retiring Directors in Banking Companies eligible for Re-election. 2. Provision for existing Banking Companies established under recited Act. Joint Stock Banks (Scotland). 19 & 20 Vict. c. 3.-An Act to extend the Period for which Her Majesty may grant Letters Patent of Incorporation to Joint Stock Banks in Scotland existing before the Act of 1846 (9 & 10 Vict. c. 75.) Page 4 Preamble recites 9 & 10 Vict. c. 75., which extended 7 & 8 Vict. c. 113. to Joint Stock Banks in Scotland. § 1. Extending the Period for which Her Majesty may grant Letters Patent of Incorporation to certain Joint Stock Banks in Scotland which were carrying on Business before 9th August 1845. Joint Stock Companies. 19 & 20 Vict. c. 47.--An Act for the Incorporation and Regulation of Joint Stock Companies and other Associations. Page 169 [The References within Brackets at the End of the Sections are to corresponding Clauses in former Acts.] § 1. Short Title of Act. 2. Act not to apply to Banking and Insurance Companies. Division of Act into Five Parts, as follows: PART I.-CONSTITUTION AND INCORPORATION OF Joint Stock Companies. PART I.-CONSTITUTION AND INCORPORATION OF COMPANIES AND ASSOCIATIONS. Registry. § 3. Company formed by Memorandum of Association and Registration. 4. Penalty on Partnerships exceeding a certain Number. 6. Prohibition against Identity of Names in Registered 7. Form of Memorandum of Association. 8. Shares to be taken by Subscribers of Memorandum of Association. 9. Special Regulations may be prescribed by Articles of Association. 10. Form and Effect of Articles of Association. 11. Stamp on Memorandum of Association and Articles of Association, and Use of printed Copies. 12. Registration of Memorandum of Association and Articles of Association. 13. Effect of Registration. 14. Directors to be liable for Debts if Dividend be paid when the Company is known by them to be insolvent. 15. Issue of Shares by Company. [8&9 Vict. c. 16. ss. 6 & 7.] Register of Shareholders. 16. Register of Shareholders. 17. Annual List of Shareholders on Register. 18. Penalty on Company not keeping a proper Register. 19. Restrictive Definition of Shareholder. [8 & 9 Vict. c. 16. s. 20.] 20. Transfer of Shares. [8 & 9 Vict. c. 16. s. 14.] 21. Certificate of Shares. [8 & 9 Vict. c. 16. ss. 11 & 12.] 22. Calls a Debt to Company. 23. Inspection of Register. 24. Power to close Register. [8 & 9 Vict. c. 16. s. 17.] 25. Remedy for improper Entry or Omission of Entry in Register. 26. Register to be Evidence. 27. Copies of Memorandum and Articles of Association to be given to Shareholders. PART II.-MANAGEMENT AND ADMINISTRATION OF COMPANIES. General. § 28. Registered Office of Company. 29. Notice of Situation of Registered Office. 30. Publication of Name by a Limited Company. [18 & 19 Vict. c. 133. s. 4.] 31. Penalties on Non-publication of Name. [18 & 19 Vict. c. 133. s. 5.] Joint Stock Companies. § 32. General Meeting of the Company. 33. Power of Company to alter Regulations by Special Resolution. 34. Definition of Special Resolution. 35. Registry of Special Resolutions. 36. Copies of Special Resolutions. 37. Notice to Registrar of Increase of Capital. 38. Prohibition against holding Land. 39. Prohibition against carrying on Business with less than Seven Shareholders. 40. Evidence of Proceedings at Meetings. [8 & 9 Vict. c. 16. s. 98.] Legal Instruments of Company. 41. Contracts, how made. Execution of Deeds. 42. Execution of Deeds abroad. 43. Promissory Notes and Bills of Exchange. [7 & 8 Vict. c. 110. s. 45.] 44. Mortgages according to English Law. 45. Bond and Disposition in Security according to Scotch Law. 46. Conveyances according to English Law. 47. Disposition in Security according to Scotch Law. [8 & 9 Vict. c. 16. s. 132.] Examination of Affairs of Company. 48. Examination of Affairs of Company by Inspectors appointed by the Board of Trade. [New York Statutes, Part I., Chap. xviii., Title 2., s. 176.] 49. Power of Inspectors. 50. Result of Examination how dealt with. 51. Power of Company to appoint Inspectors. 52. Report of Inspectors to be Evidence. Notices. 53. Services of Notices on Company. [8 & 9 Vict. c. 16. ss. 138, 139.] 54. Rule as to Notices by Letter. 55. Authentication of Notices of Company. [8 & 9 Vict. c. 16. s. 139.] Legal Proceedings. 56. Recovery of Penalties. 57. Application of Penalties. Alteration of Forms. 58. Board of Trade may alter Forms in Schedule. PART III.-WINDING-UP. Preliminary. § 59. Application of Part III. of Act. 60. Definition of "the Court." Joint Stock Companies. § 61. Liability of present Shareholders in respect of Debts. 62. Liability of former Shareholders in a Company other 63. Liability of former Shareholders in a Limited Com- 64. Commencement of winding-up of Company defined. 66. Rights of Contributories between themselves. [7 & 8 Winding-up by Court. 67. Circumstances under which Company may be wound-up 68. Company when deemed unable to pay its Debts. 70. Course to be pursued by Court on Petition of a Credi- 71. Order for winding-up Company on Creditor's Petition. butory. 73. Effect of the Order for winding-up Company. [11 & 12 74. Power of Court of Chancery to remit Winding-up to 75. Collection and Application of Assets. 76. Fraudulent Preference. 77. Power of Court to summon Persons suspected of having 78. Examination of Parties by Court. 79. Penalty on Falsification of Books. [12 & 13 Vict. c. 106. 80. Attachments, Sequestrations, and Executions within 81. Books, &c. of Company to be Evidence. 82. Power of Court to make Calls. [11 & 12 Vict. c. 45. 83. Payment of Money into the Bank. [11 & 12 Vict. c. 45. 84. Power of Court to grant Injunction or Interdict. 85. Power of Court to stay Proceedings. 86. Power of Court to adjust Rights of Contributories. Official Liquidators. 88. Appointment of Official Liquidators. [11 & 12 Vict. Joint Stock Companies. § 90. Powers of Official Liquidators. [11 & 12 Vict. c. 45. 91. Appointment of Solicitor to Official Liquidators. 92. Remuneration of Official Liquidators. [12 & 13 Vict. 93. Dissolution of Company. 94. Registrar to make Minute of Dissolution of Company. 96. Power of Lord Chancellor of Ireland to make Rules. 97. Power of Court of Session in Scotland to make Rules. 99. Power of Commissioners of Bankruptcy to make Rules. 100. Rules with respect to Fees. 101. Special Commissioners for receiving Evidence. [12 & 13 Voluntary Winding-up of Company. 102. Circumstances under which Company may be wound-up 103. Notice of Resolution to wind-up voluntarily. 105. Saving of Rights of Creditors. PART IV.-REGISTRATION OFFICE. § 106. Constitution of Registration Office. [7 & 8 Vict. c. 110. PART V.-REPEAL OF FORMER ACTS, AND TEMPORARY PROVISIONS. § 107. Repeal of 7 & 8 Vict. c. 110., 10 & 11 Vict. c. 78., and 18 & 19 Vict. c. 133. 108. Provisions of 11 & 12 Vict. c. 45., 12 & 13 Vict. c. 108., 109. Saving Clause as to Repeal. Temporary Provisions. 110. Registration of existing Companies. |