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Constitution of companies. Provisions of deeds of settle
Covenant to pay instalments on shares, &c.
Provision in deed for purposes in schedule (A).
act until such company shall have obtained a certificate of complete registration as hereinafter provided; and no joint-stock company shall be entitled to receive a certificate of complete registration unless it be formed by some deed or writing under the hands and seals of the shareholders therein; and in or by such deed there must be appointed not less than three directors, and also one or more auditors; and such deed must set forth in a schedule thereto, in a tabular manner, according to the order hereinafter mentioned, the following particulars (7); that is to say,
1. The name of the company; and also,
2. The business or purpose of the company; and also,
3. The principal or only place for carrying on such business, and every branch office (if any); and also,
4. The amount of the proposed capital, and of any proposed additional capital, and the means by which it is to be raised; and where the capital shall not be money, or shall not consist entirely of money, then the nature of such capital and the value thereof shall be stated; and also,
5. The amount of money (if any) to be raised or authorized to be raised by loan; and also,
6. The total amount of the capital subscribed or proposed to be
7. The division of the capital (if any) into equal shares, and the
9. The number of the shares which each subscriber holds, and the
10. The names of the then directors of the company, and of the then trustees of the company (if any), and of the then auditors of the company, together with their respective places of business (if any), occupations, and places of residence; and also, 11. The duration of the company, and the mode or condition of its dissolution:
And that such deed must contain a covenant on the part of every shareholder, with a trustee on the part of the company, to pay up the amount of the instalments on the shares taken by such share holder, and to perform the several engagements in the deed contained
(9) By sect. 9, post, a railway company is to be registered provisionally, on returning to the registry office a copy of the deed of partnership or subscription contract, deposited in Parliament, in pursuance of the standing orders. The standing orders require that a subscription contract shall be entered into, to the amount of three-fourths of the estimate of
the expense of the intended works, and that the subscribers shall bind themselves, their heirs, executors, and administrators, for the payment of the money subscribed; Lords' standing order, No. 224; commons' standing order, Nos. 29, 40; but they do not require that directors or auditors shall be appointed by these contracts.
on the part of the shareholders; and that such deed must also make provision for such of the purposes set forth in schedule (A.) to this act annexed as the nature and business of the company may require, and either with or without provision for such other purposes (not inconsistent with law) as the parties to such deed shall think proper; and that every such deed of settlement must be signed by at least one- Execution of deed fourth in number of the persons who at the date of the deed have of settlement. become subscribers, and who shall hold at least one-fourth of the maximum number of shares in the capital of the company; and that Authentication of every such deed must be certified by two directors of the company, by writing endorsed thereon in the form contained in the schedule (B.) to this act annexed; and that on the production of such deed, Registration of setting forth such matters and making such provisions as are hereby required to be provided for, and being so signed and certified, together with a complete abstract or index thereof, to be previously approved by the registrar of joint-stock companies, and also a copy of such deed, for the purpose of registering the same, or as soon after such production as conveniently may be, the registrar of joint-stock companies shall grant a certificate of complete registration, according to the provisions of this act in that behalf; and unless such deed and other matters be so produced, and such conditions be so performed, it shall not be lawful for him to grant such certificate; and that after such certificate shall be granted it shall be taken as evidence of the proper provisions being inserted in such deed, and of the performance of the conditions hereby required previously to the granting such certificate of complete registration; and that any defect or omission as regards the matters hereby required in any deed of settlement may from time to time be supplied by a supplementary deed or deeds; and that if any such supplementary deed be not Supplementary inconsistent with or repugnant to this act, or any act respecting joint-stock companies, and if it be duly registered, then it shall have the same effect as if there were only one deed for the purposes of this act; and that unless the same shall be registered it shall be of no force or effect.
VIII. And be it enacted, That if any deed of settlement or supplementary deed of settlement, whether made before or after the granting of the certificate of complete registration, appear to such registrar of joint-stock companies to be insufficient by reason of the omission or incompleteness of any of the provisions therein contained for the purposes set forth in the said schedule (A.), or if the deed contain provisions which appear to such registrar to be inconsistent with or repugnant to this act, or any act for the time being in force respecting joint-stock companies, then as soon thereafter as conveniently may be such registrar shall notify the same in writing to the persons or to the company by whom the deed shall have been presented for registration, specifying in such notification the particulars wherein such deed of settlement or supplementary deed of settlement is incomplete, or inconsistent with or repugnant to any such act as aforesaid.
IX. Provided always, and be it enacted, That if any company for executing any bridge, road, cut, canal, reservoir, aqueduct, waterwork, navigation, tunnel, archway, railway, pier, port, harbour, ferry, or dock, which cannot be carried into execution without the authority of Parliament, deposit at the proper offices of the two Houses of Parliament, in compliance with the standing orders of such
Notification of incompleteness of ment.
deeds of settle
Companies for executing Parliaregister copies of documents required to be deposited by the standing orders.
mentary works to
Certificate of com-
Houses respectively, and at or within the time required by such standing, orders, such deeds of partnership or subscription contracts as shall be required to be deposited by such standing orders, and also return to the said registry office a copy of such deeds of partnership or subscription contracts (r), together with such certificate of the receipt of such plans, sections, and books of reference as shall be appointed by the said committee of Privy Council for trade (8), then it shall be lawful for the registrar of joint-stock companies, and he is hereby required to accept the same instead of the deed of settlement by this act required to be returned for the purpose of obtaining a certificate of complete registration; and thereupon such company shall be entitled to a certificate of complete registration accordingly. X. And be it enacted, That throughout the continuance of any joint-stock company completely registered under this act, except such deeds and changes. companies as shall have been incorporated by act of Parliament after complete registration and within one month after the date of any new or supplementary deed of settlement, there shall be transmitted by the directors of every such company to the registrar of joint-stock companies a copy of such new or supplementary deed of settlement, together with a complete abstract thereof so approved of as aforesaid; and within six months after any change shall have taken place in any of the particulars hereinbefore required to be set forth in the schedule to the deed of settlement, except so far as respects the shareholders thereof and their respective shares, there shall be transmitted returns of such particulars, so far as the same shall have been changed; and if within such period any such return be not made, then, on conviction thereof, every director of such company shall be liable to pay a sum not exceeding twenty pounds.
Half yearly returns of changes and additions of members.
XI. And be it enacted, That, in the months of January and July in every year, the directors of every joint-stock company completely registered under this act, except companies which shall have been incorporated by act of Parliament after complete registration (t), shall make or cause to be made the following returns to the registrar of joint-stock companies; namely,
A return according to the schedule (E.) hereunto annexed, and containing the particulars therein set forth, of every transfer of any share in such company which shall have been made since the preceding half-yearly return (or, in the case of the first of such returns made by such company since the complete registration thereof), and which shall have come to the knowledge of
And also a return according to the schedule (F.) hereunto annexed, and containing the particulars therein set forth, of the names and places of abode of all persons who shall either have ceased to be shareholders of such company, or have become shareholders of such company otherwise than by a transfer as aforesaid, since the preceding half-yearly return, or since the
See note on sect. 7, ante, p. 42. The Board of Trade have exercised the authority vested in them by this section. See their order, published in the London Gazette, Nov. 22, 1844; and the Form X. grounded on such order, post.
(t) This section seems to be applicable to railway companies completely registered, and waiting for an act of incorporation. See note to sect. 2, ante 38; also page 14 in the text of this work.
complete registration of the company, as the case may require,
And if within any such period any such return be not made, then, Penalty. on conviction thereof, every director of such company shall be liable
to pay a sum not exceeding twenty pounds.
XII. And be it enacted, That if at any time any party to a transfer Returns made by of a share request in writing the directors of any such company to request. make a return thereof, then forthwith on such request, the directors shall make the same accordingly; and that on proof of such transfer and such request to the satisfaction of the registrar of joint-stock companies it shall be lawful for any such party to make a return of such transfer, which shall be received, marked, and registered, and with the same effect, as hereby provided in the case of returns made by such companies.
XIII. And be it enacted, That until the return of the transfer or other fact or event whereby a person becomes the holder of any shares, be made, pursuant to the provisions hereinbefore contained, it shall not be lawful for such company, its directors or officers, if such fact or event be known to them respectively, to pay to any such person any part of the profits of the concern, nor for any such person to sue for or recover any part of the profits arising in respect of such share, or in anywise to act as a shareholder; and that, until the return of the transfer of any share shall have been made pursuant to the provisions hereinbefore contained, the person whose share shall have been thereby transferred shall, so far as respects his liability to the debts and engagements of the company, and also as respects the reimbursement of any loss, damages, costs, and charges he may incur thereby, be deemed to continue a shareholder of such company.
Restriction of rights of sharegistration of shares
holders by non-re
liability of share
tion of companies.
XIV. And be it enacted, That annually in the month of January Periodical registrain every year every company completely registered under this act, except companies which shall have been incorporated by act of Parliament after complete registration (u), shall make to the said registry office a return of the name and business of the company; and that on the receipt of such return the registrar of joint-stock companies shall give a certificate thereof; and that if within the further period of one month such return be not made, then, on conviction thereof, such Penalty. company shall be liable to pay a sum not exceeding twenty pounds: provided always, that it shall be lawful for the Lords of the said committee, on the application of any company, to appoint any other period of the year for the making of such annual return as aforesaid.
XV. And be it enacted, That when the particulars and documents severally by this act required to be returned to the said registry office shall have been so returned, it shall be the duty of the said registrar of joint-stock companies, and he is hereby required, to cause to be written on every such document and return of particulars brought to him for registration the day of the receipt thereof, and to cause to be marked on every such return or document, in writing or otherwise, a number denoting the order in which the same was received, and also,
(u) See note to sect. 11, ante, p. 44.
STATUTES. Certificates of registration.
upon demand, to cause an acknowledgment of the receipt of such return or document to be given to the person by whom the same shall be so brought; and that if such returns or documents be conformable to the provisions of this act, or of any regulations in that behalf, then it shall be the duty of the registrar, and he is hereby required forthwith to register the same, and, on demand, to grant to such company a certificate of provisional or complete registration, as the case may require, signed by him, and sealed with the seal of his office; which certificate must set forth whether the company has been constituted Effect of certificate provisionally or completely; and that, in the absence of evidence to the contrary, any such certificate, or a copy of any such return as aforesaid, shall be received in evidence, without proof of the signature thereto, or of the seal of office affixed thereto.
Regulations as to
XVI. And be it enacted, That until the company shall have obtained its certificate of complete registration, the promoters of the company, or their solicitor as aforesaid, shall make or cause to be made every return by this act required to be made; and after such company shall have obtained a certificate of complete registration the directors of the company shall make or cause to be made every such return; and one or more of such promoters, or their solicitor, or such directors, as the case may be, shall sign such return; and every such return which shall be made after complete registration of the company shall be sealed with the seal of the company.
XVII. And be it enacted, That if the committee of Privy Council for trade shall deem it expedient, then it shall be lawful for the said committee and they are hereby authorized from time to time to make regulations respecting the form of any such returns as are hereby directed to be made, and the manner and time of making them, and for those purposes to alter and vary the schedules annexed to this act, and to dispense with any of the returns hereby made necessary, or any of the forms of returns prescribed by this act; and that every such regulation shall be published in the London Gazette, and thereupon shall be of the like force as if the same were contained in this act: Provided always, that nothing herein contained shall be construed to permit the said committee to make any such regulations which shall not apply alike to all such companies as may be registered under the authority of this act, so far as the same may be applicable to them. XVIII. And be it enacted, That every person shall be at liberty to inspect the returns, deeds, registers, and indexes which shall be made to or kept by the said registrar of joint-stock companies; and that there shall be paid for such inspection such fees as may be appointed by the commissioners of her Majesty's Treasury in that beCertified copies or half, not exceeding one shilling for each such inspection; and that
Regulations to apply to all companies.
Inspection of returns at registry office.
Legal effect thereof.
Office for registration:
Appointment of registrar, &c. of joint-stock companies.
any person shall be at liberty to require a copy or extract of any such return or deed, to be certified by the said registrar; and there shall be paid for such certified copy or extract such fee as the commissioners of her Majesty's Treasury may appoint in that behalf, not exceeding sixpence for each folio of such copy or extract; and that in all courts of law and equity, and elsewhere, every such copy or extract so certified shall be received in evidence, without proof of the signature thereto, or of the seal of office affixed thereto.
XIX. And be it enacted, That it shall be lawful for the committee of Privy Council for trade, and they are hereby empowered to appoint a person to be and to be called the registrar of joint-stock companies, and, if the said committee see fit, an assistant registrar, clerks, and