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PART IX.

REPEAL OF ACTS AND TEMPORARY PROVISIONS.

Acts.

205. After the commencement of this Act there shall be Repeal of repealed the several Acts specified in the first part of the third Schedule hereto, with this qualification, that so much of the said Acts as is set forth in the second part of the said third Schedule shall be hereby re-enacted and continue in force as if unrepealed.

206. No repeal hereby enacted shall affect,

(1). Anything duly done under any Acts hereby re- Saving pealed:

(2). The incorporation of any Company registered under any Act hereby repealed ·

(3). Any right or privilege acquired or liability incurred. under any Act hereby repealed:

(4). Any penalty, forfeiture, or other punishment incurred in respect of any offence against any Act hereby repealed:

(5). Table B. in the Schedule annexed to the Joint Stock Companies Act, 1856, or any part thereof, so far as the same applies to any Company existing at the time of the commencement of this Act.

clause as to repeal.

207. Where previously to the commencement of this Act Saving of an order has been made for winding up a Company under existing proceedings any Acts or Act hereby repealed, or a resolution has been for winding passed for winding up a Company voluntarily, such Com- up. pany shall be wound up in the same manner and with the same incidents as if this Act were not passed, and for the purposes of such winding up, such repealed Acts or Act shall be deemed to remain in full force.

deeds.

208. Where previously to the commencement of this Act Saving of any conveyance, mortgage, or other deed has been made in conveyance pursuance of any Act hereby repealed, such deed shall be of the same force as if this Act had not passed, and for the purposes of such deed such repealed Act shall be deemed to remain in full force.

of certain

209. Every insurance Company completely registered Compulsory under the Act passed in the 8th year of the reign of Her registration present Majesty, cap. 110, intituled "An Act for the regis- Companies. tration, Incorporation, and Regulation of Joint Stock Companies," shall on or before the 2nd day of November, 1862, and every other Company required by any Act hereby re

Penalty on

s. 28.

pealed to register under the said Joint Stock Companies Acts, or one of such Acts, and which has not so registered, shall, on or before the expiration of the thirty-first day from the commencement of this Act, register itself as a Company under this Act, in manner and subject to the regulations herein before contained, with this exception, that no Company completely registered under the said Act of the eighth year of the reign of Her present Majesty shall be required to deliver to the registrar a copy of its deed of settlement; and for the purpose of enabling such insurance Companies as are mentioned in this section to register under this Act, this Act shall be deemed to come into operation immediately on the passing thereof; nevertheless the registration of such Companies shall not have any effect until the time of the commencement of this Act. No fees shall be charged in respect of the registration of any Company required to register by this section.

210. If any Company required by the last section to Company not register under this Act makes default in complying with the registering. 21 Vict. c. 14. provisions thereof, then, from and after the day upon which such Company is required to register under this Act, until the day on which such Company is registered under this Act, (which it is empowered to do at any time,) the following consequences shall ensue; (that is to say,)

(1). The Company shall be incapable of suing either at law or in equity, but shall not be incapable of being made a defendant to a suit either at law or in equity:

(2). No dividend shall be payable to any shareholder in such Company :

(3). Each director or manager of the Company shall for each day during which the Company so being in default carries on business incur a penalty not exceeding 57., and such penalty may be recovered by any person, whether a shareholder or not in the Company, and be applied by him to his own use: Nevertheless, such default shall not render the Company so being in default illegal, nor subject it to any penalty or disability, other than as specified in this section; and registration under this Act shall cancel any penalty or forfeiture, and put an end to any disability which any Company may have incurred under any Act hereby repealed by reason of its not having registered under the said Joint Stock Companies Acts, 1856, 1857, or one of them.

Companies

office.

211. Upon the application of the directors of any Com- Temporary pany registered under the Joint Stock Companies Acts as power for hereinbefore defined, or any of them, made within one year to change after the date of the commencement of this Act, sanctioned registered by a resolution passed at an extraordinary general meeting, but subject to the restrictions hereinafter mentioned, the Board of Trade shall have authority by their certificate in writing to change the registered office of any such Company from any one part of the United Kingdom of Great Britain and Ireland to any other part thereof, and the registrar of joint stock Companies with whom the memorandum of registration of such Company has been registered shall, upon receipt of such certificate, note in writing upon the margin or at the foot of the said memorandum the name of the place to which such registered office is to be transferred, and the day upon which such transfer is pursuant to such certificate to take place, and shall attach the certificate to the memorandum; and the said registrar shall thereupon transmit to the registrar of joint stock Companies for that part of the United Kingdom to which the registered office is to be so transferred copies of the said certificate and of the said memorandum of registration so noted certified by him; and the said registrar for the said last mentioned part of the United Kingdom shall, upon receipt of such copies of certificate and memorandum, retain 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.

212. The Board of Trade shall not issue their certificate Re tri tions

certificate.

in pursuance of the foregoing section until they are satis on issue of
fied 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 newspaper
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

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the London Guzette, 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.

REGULATIONS FOR MANAGEMENT OF A COMPANY LIMITED BY

SHARES.

Shares.

(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.

(2). Every member shall, on payment of 1s., or such less sum as the Company in general meeting 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.

(3). If such certificate is worn out or lost, it may be renewed, on payment of 1s., or such less sum as the Company in general meeting may prescribe.

Calls on Shares.

(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 21 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 authorizing 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 5l. 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 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 trans-
fer to the said C.D. the share [or shares] numbered
standing in my name in the books of the
Company, to hold unto the said C.D., his executors,
administrators and assigns, subject to the several con-
ditions 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 four-
teen days immediately preceding the ordinary general
meeting in each year.

Transmission of Shares.

(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 con

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