Nature of interest in company. "member." PART II. DISTRIBUTION OF CAPITAL AND LIABILITY OF MEMBERS OF SECTION 1. DISTRIBUTION OF CAPITAL. The shares or other interest of any member in a company under this Act are personal estate, capable of being transferred in manner provided by the regulations of the company, and are not of the nature of real estate, and each share must, in the case of a company having a capital divided into shares, be disDefinition of tinguished by its appropriate number. The subscribers of the memorandum of association of any company under this Act are deemed to have agreed to become members of the company whose memorandum they have subscribed, and upon the registration of the company are to be entered as members on the register of members hereinafter mentioned; and every other person who has agreed to become a member or a company under this Act, and whose name is entered on the register of members, are deemed to be a member of the company (a). Transfer by personal representative. Register of members. Any transfer of the share or other interest of a deceased member of a company under this Act, made by his personal representative, is, notwithstanding such personal representative may not himself be a member, of the same validity as if he had been a member at the time of the execution of the instrument of transfer. Every company under this Act must cause to be kept in one or more books a register of its members, and there shall be entered therein the following particulars :-1. The names and addresses, and the occupations, if any, of the members of the company, with the addition, in the case of a company having a capital divided into shares, of a statement of the shares held by each member, distinguishing each share by its number. And of the amount paid or agreed to be considered as paid on the shares of each member. 2. The date at which the name of any person was entered in the register as a member. 3. The date at which any person ceased to be a member. And any company acting in contravention of this section shall incur a penalty not (a) New Brunswick and Canada Railway Company v. Muggeridge, 28 L. J. Exch. 193, 365. exceeding five pounds for every day during which its default in complying with the provisions of this section continues, and every director or manager of the company who shall knowingly and wilfully authorise or permit such contravention shall incur the like penalty. of members. Every company under this Act, and having a capital divided Annual list into shares, must make, once at least in every year, a list of all persons who, on the fourteenth day succeeding the day on which the ordinary general meeting, or if there is more than one ordinary meeting in each year, the first of such ordinary general meetings is held, are members of the company; and such list shall state the names, addresses, and occupations of all the members therein mentioned, and the number of shares held by each of them, and must contain a summary specifying the following particulars:-1. The amount of the capital of the company, and the number of shares into which it is divided. 2. The number of shares taken from the commencement of the company up to the date of the summary. 3. The amount of calls made on each share. 4. The total amount of calls received. 5. The total amount of calls unpaid. 6. The total amount of shares forfeited. 7. The names, addresses, and occupations of the persons who have ceased to be members since the last list was made, and the number of shares held by each of them. The above list and summary shall be contained in a separate part of the register, and shall be completed within seven days after such fourteenth day as is mentioned in this section, and a copy shall forthwith be forwarded to the registrar of joint-stock companies. If any company under this Act, and having a capital divided into shares, makes default in complying with the provisions of this Act with respect to forwarding such list of members or summary as is hereinbefore mentioned to the registrar, such company incur a penalty not exceeding five pounds for every day during which such default continues, and every director and manager of the company who shall knowingly and wilfully authorise or permit such default shall incur the like penalty. Every company under this Act, having a capital divided into shares, that has consolidated and divided its capital into shares of larger amount than its existing shares, or converted any portion of its capital into stock, must give notice to the registrar Penalty on company, &c.. not keeping register. a proper Company to give notice tion or of stock. Effect of conversion stock. of joint-stock companies of such consolidation, division, or conversion, specifying the shares so consolidated, divided, or converted. Where any company under this Act, and having a capital of shares into divided into shares, has converted any portion of its capital into stock, and given notice of such conversion to the registrar, all the provisions of this Act which are applicable to shares only shall cease as to so much of the capital as is converted into stock; and the register of members hereby required to be kept by the company, and the list of members to be forwarded to the registrar, must show the amount of stock held by each member in the list instead of the amount of shares and the particulars relating to shares hereinbefore required. Entry of trusts on register. Certificate of shares or stock. Inspection of register, No notice of any trust, expressed, implied, or constructive, must be entered on the register, or be receivable by the registrar, in the case of companies under this Act and registered in England or Ireland. A certificate, under the common seal of the company, specifying any share or shares or stock held by any member of a company, is primâ facie evidence of the title of the member to the share or shares or stock therein specified. The register of members, commencing from the date of the registration of the company, must be kept at the registered office of the company hereinafter mentioned: Except when closed as hereinafter mentioned, must during business hours, but subject to such reasonable restrictions as the company in general meeting may impose, so that not less than two hours in each day be appointed for inspection, be open to the inspection of any member gratis, and to the inspection of any other person on the payment of one shilling, or such less sum as the company may prescribe, for each inspection; and every such member or other person may require a copy of such register, or of any part thereof, or of such list or summary of members as is hereinbefore mentioned, on payment of sixpence for every hundred words required to be copied If such inspection or copy is refused, the company shall incur for each refusal a penalty not exceeding two pounds, and a further penalty not exceeding two pounds for every day during which such refusal continues, and every director and manager of the company who shall knowingly authorise or permit such refusal shall incur the like penalty; : and in addition to the above penalty, as respects companies registered in England and Ireland, any judge sitting in chambers, or the Vice-Warden of the Stannaries, in the case of companies subject to his jurisdiction, may by order compel an immediate inspection of the register. Any company under this Act may, upon giving notice by advertisement in some newspaper circulating in the district in which the registered office of the company is situated, close the register of members for any time or times not exceeding in the whole thirty days in each year. Power to close regis. ter. Notice of increase of capital and of members to be given Where a company has a capital divided into shares, whether such shares may or may not have been converted into stock, notice of any increase in such capital beyond the registered capital, and where a company has not a capital divided into to registrar. shares, notice of any increase in the number of members beyond the registered number, shall be given to the registrar in the case of an increase of capital, within fifteen days from the date of the passing of the resolution by which such increase has been authorised, and in the case of an increase of members within fifteen days from the time at which such increase of members has been resolved on or has taken place, and the registrar shall forthwith record the amount of such increase of capital or members: If such notice is not given within the period aforesaid the company in default shall incur a penalty not exceeding five pounds for every day during which such neglect to give notice continues, and every director and manager of the company who shall knowingly and wilfully authorise or permit such default shall incur the like penalty, improper omission of If the name of any person is, without sufficient cause, entered Remedy for in or omitted from the register of members of any company entry or under this Act, or if default is made or unnecessary delay takes entry in place in entering on the register the fact of any person having register. ceased to be a member of the company, the person or member aggrieved, or any member of the company, or the company itself, may, as respects companies registered in England or Ireland, by motion in any of her Majesty's superior courts of law or equity, or by application to a judge sitting in chambers, or to the Vice-Warden of the Stannaries in the case of companies subject to his jurisdiction, and as respects companies registered in Scotland by summary petition to the court of Notice to registrar of session, or in such other manner as the said Courts may direct, apply for an order of the Court that the register may be rectified; and the Court may either refuse such application, with or without costs, to be paid by the applicant, or it may, if satisfied of the justice of the case, make an order for the rectification of the register, and may direct the company to pay all the costs of such motion, application, or petition, and any damages the party aggrieved may have sustained; the Court may in any proceeding under this section decide on any question relating to the title of any person who is a party to such proceeding to have his name entered in or omitted from the register, whether such question arises between two or more members or alleged members, or between any members or alleged members and the company, and generally the Court may in any such proceeding decide any question that it may be necessary or expedient to decide for the rectification of the register; provided that the Court, if a Court of common law, may direct an issue to be tried, in which any question of law may be raised, and a writ of error or appeal, in the manner directed by "The Common Law Procedure Act, 1854," shall lie. Whenever any order has been made rectifying the register, in rectification of the case of a company hereby required to send a list of its register. members to the registrar, the Court shall, by its order, direct that due notice of such rectification be given to the registrar. The register of members shall be primâ facie evidence of any matters by this Act directed or authorised to be inserted therein (a). Register to be evidence. Liability of present and past members of company. SECTION II. LIABILITY OF MEMBERS. In the event of a company formed under this Act being wound up, every present and past member of such company shall be liable to contribute to the assets of the company to an amount sufficient for payment of the debts and liabilities of the company, and the costs, charges, and expenses of the windingup, and for the payment of such sums as may be required for the adjustment of the rights of the contributories amongst themselves, with the qualifications following:-No past member (a) 25 & 26 Vict. c. 89, ss. 22-37. |