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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 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 15 days from the date of the passing of the resolution by which such increase has been authorized, and in the case of an increase of members within 15 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.
Penalty:- If such notice is not given within the period aforesaid, the company in default shall incur a penalty not exceeding £5 for every day during which such neglect to give notice continues, and every director and manager of the company who shall knowingly and willfully authorize or permit such default shall incur the like penalty
SEC. 37. Registered office of company.- Every company under this act shall have a registered office to which all communications and notices may be aadressed. If any company under this act carries on business without having such an office it shall incur a penalty not exceeding £5 for every day during which business is so carried on.
SEC. 38. Notice of place of office.- Notice of the situation of such registered office, and of any change therein, shall be given to the registrar, and recorded by him. Until such notice is given the company shall not be deemed to have complied with the provisions of this act with respect to having a registered office.?
SEC. 39. The memorandum of the company is absolutely binding on it. This must be filed with the registrar of companies, and must contain:
I. Memorandum of an unlimited company.—Where a company is formed on the principle of having no limit placed on the liability of its members, called an unlimited company, the memorandum of association must contain the following things:
The name of the proposed company. (2) The part of the United Kingdom in which the registered office of the company is proposed to be situate.
(3) The objects for which the proposed company is to be established.
ÌI. Memorandum of association of a company limited by guaranty:—Where the company is formed on the principle of having the liability of its members limited to such amount as the members respectively undertake to contribute to the assets of the company in the event of the same being wound up, called a company limited by guaranty, the memorandum of association shall contain the following things:
(1) The name of the proposed company, with the addition of the word “Limited” as the last word in such name.
(2) The part of the United Kingdom in which the registered office of the company is proposed to be situate.
(3) The objects for which the proposed company is to be established.
(4) A declaration that each member undertakes to contribute to the assets of the company, in the event of the same being wound up during the time he is a member, or within one year afterwards, for the payment of the debts and liabilities of the company contracted before the time at which he ceases to be a member, and of the costs, charges, and expenses of winding up the company, and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required, not exceeding a specified sum.
III. Memorandum of association of a company limited by shares.—Where a company is formed on the principle of having the liability of its members limited to the amount unpaid on their shares, called a company limited by shares, the memorandum of association shall contain the following things:
(1) The name of the proposed company, with the addition of the word “Limited” as the last word of such name.
(2) The part of the United Kingdom in which the registered office of the company is proposed to be situate.
(3) The objects for which the proposed company is to be established. (4) A declaration that the liability of the members is limited.
(5) amount of capital with which the company proposes to be registered, divided into shares of a certain fixed amount.
Subject to the following regulations:
(2) That each subscriber of the memorandum of association shall write opposite to his name the number of shares he takes.3
1 Companies act, 1862, sec. 34.
By special resolution and ratification by the court, the memorandum of association may be altered.
Sec. 40. Articles of association to be registered.—The memorandum of association may, in the case of a company limited by shares, and shall, in the case of a company limited by guaranty or unlimited, be accompanied, when registered, by articles of association signed by the subscribers to the memorandum of association and prescribing such regulations for the company as the subscribers to the memorandum of association deem expedient. The articles shall be expressed in separate paragraphs, numbered arithmetically. They may adopt all or any of the provisions contained in the table marked “A” in the first schedule hereto. They shall, in the case of a company, whether limited by guaranty or unlimited, that has a capital divided into shares, state the amount of capital with which the company proposes to be registered; and in the case of a company, whether limited by guaranty or unlimited, that has not a capital divided into shares, state the number of members with which the company proposes to be registered, for the purpose of enabling the registrar to determine the fees payable on registration. In a company limited by guaranty or unlimited, and having a capital divided into shares, each subscriber shall take one share at least, and shall write opposite his name in the memorandum of association the number of shares he takes.
SEC. 41. In the case of a company limited by shares the regulations contained in Table A of the first schedule shall be deemed the regulations of the company except when expressly stated otherwise in the articles of association.
SEC. 42. The articles of association must be filed with the registrar of joint stock companies.?
SEC. 43. The regulations of the company above mentioned may be changed at a regular meeting of the company.
SEC. 44. Registry of special resolutions.-All special resolutions must be printed and forwarded to the registrar of joint stock companies within 15 days after they are passed. A penalty not exceeding £5 is imposed upon both company and officers for each day's delay after that time.
Sec. 45. Registration of mortgages and charges.-Every mortgage or charge created by a company after “ January 1, 1901,” and being either (a) a mortgage or charge for the purpose of securing any issue of debentures; or (b) a mortgage or charge on uncalled capital of the company; or (c) a mortgage or charge created or evidenced by an instrument which, if executed by an individual, would require registration as a bill of sale; or (d) a floating charge on the undertaking or property of the company shall, so far as any security on the company's property or undertaking is thereby conferred, be void against the liquidator and any creditor of the company unless filed with the registrar within 21 days after its creation.”
K.-REPORTS TO BE MADE TO THE STOCKHOLDERS.
SEC. 46. Report preceding statutory meeting.-The directors shall, at least 7 days before the day on which the “statutory” meeting® is held, forward to every member of the company a report certified by not less than 2 directors of the company, or where there are less than 2 directors, by the sole director and manager, stating (a) the total number of shares allotted, distinguishing shares allotted as fully or partly paid up otherwise than in cash, and stating in the case of shares partly paid up the extent to which they are so paid up, and in either case the consideration for which they have been allotted; (b) the total amount of cash received by the company in respect of such shares distinguished as aforesaid; (c) an abstract of the receipts and payments of the company on capital account to the date of the report, and an account or estimate of the preliminary expenses of the company; (d) the names, addresses, and descriptions of the directors, auditors (if any), manager (if any), and secretary of the company; and (e) the particulars of any contract, the modification of which is to be submitted to the meeting for its approval, together with the particulars of the modification or proposed modification.
Sec. 47. Annual statement to general meeting.-Once at least in every year the directors shall lay before the company in general meeting a statement of the income and expenditure for the past year, made up to a date not more than 3 months before such meeting.
153 and 54 Vict. c. 62.
The statement so made shall show, arranged under the most convenient heads, the amount of gross income, distinguishing the several sources from which it has been derived, and the amount of gross expenditure, distinguishing the expense of the establishment, salaries, and other like matters; every item of expenditure fairly chargeable against the year's income shall be brought into account, so that a just balance of profit and loss may be laid before the meeting, and in cases where any item of expenditure which may in fairness be distributed over several years has been incurred in any one year the whole amount of such item shall be stated, with the addition of the reasons why only a portion of such expenditure is charged against the income of the year.
SEC. 48. Balance sheet.—A balance sheet shall be made out in every year and laid before the company in general meeting and such balance sheet shall contain a summary of the property and liabilities of the company arranged under the heads appearing in the form annexed to this table, or as near thereto as circumstances admit.
SEC. 49. Balance sheet served on members. -A printed copy of such balance sheet shall, 7 days previous to such meeting, be served on every member in the manner in which notices are hereinafter directed to be served. This may be changed."
SEC. 50. Reports to be credited.—Every auditor of a company (who shall be neither a director nor an officer of the company) shall have a right of access at all times to the books and accounts and vouchers of the company, and shall be entitled to require from the directors and officers of the company such information and explanation as may be necessary for the performance of the duties of the auditors, and the auditors shall sign a certificate at the foot of the balance sheet stating whether or not all their requirements as auditors have been complied with, and shall make a report to the shareholders on the accounts examined by them and on every balance sheet laid before the company in general meeting during their tenure of office; and in every
such report shall state whether, in their opinion, the balance sheet referred to in the report is properly drawn up so as to exhibit a true and correct view of the state of the company's affairs as shown by the books of the company and such report shall be read before the company in general meeting. ?
Sec. 51. Copies of memorandum and resolutions for members.—The company must supply to members on demand printed copies of its memorandum and articles, and of any special resolutions; and for failure to do so the company shall incur a penalty not to exceed £1 for each offense. 3
SEC. 52. Notice of meeting to be given to members.-In the case of companies limited by shares, at least 7 days' notice of a general meeting must be given members. This notice must specify the place, the day, and the hour of meeting, and in case of special business the general nature of that business. This rule can be changed by the articles of association or an amendment thereto.
L.-PRIVILEGES OF STOCKHOLDERS REGARDING EXAMINATION OF BOOKS AND OVER
SIGHT OF BUSINESS.
SEC. 53. Accounts to be kept.—The directors shall cause true accounts to be kept, Of the stock in trade of the company;
Of the sums of money received and expended by the company, and the matter in respect of which such receipt and expenditure took place; and,
Of the credits and liabilities of the company.
Sec. 54. Right of stockholder to inspect accounts.—The books of account shall be kept at the registered office of the company, and, subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed by the company in general meeting, shall be open to the inspection of the members during the hours of business. Above applies only to companies limited by shares and may be changed by the articles of association.6
Sec. 55. Register of members.-Every company under this act shall 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 the amount paid or agreed to be considered as paid on the shares of each member.
1 See ante, secs. 41 and 43; Companies act, 1862, Sch. I, Table A, arts. 79–82.
(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 exceeding £5 for every day during which its default with complying with the provisions of this section continues, and every director or manager of the company who shall knowingly and willfully authorize or permit such contravention of this section shall incur a penalty not exceeding £5 for every day during which its default with complying with the provisions of this section continues, and every director or manager of the company who shall knowingly and willfully authorize or permit such contravention shall incur like penalty."
Sec. 56. Register of members to be kept at registered office and to be open to inspection. by members. The register of members, commencing from the date of the registration of the company, shall be kept at the registered office of the company hereinafter mentioned. Except when closed as hereinafter mentioned,” it shall, during business hours, but subject to such restrictions as the company in general meeting may impose, so that not less than 2 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 1 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 any part thereof, or of such list or summary of members as is herein before mentioned, on payment of 6 pence for every 100 words required to be copied; if such inspection or copy is refused the company shall incur for each refusal a penalty not exceeding £2, and a further penalty not exceeding £2 for every day during which such refusal continues, and every director and manager of the company who shall knowingly authorize 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.3
SEC. 57. Books may be closed 30 days each year.–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 30 days in each year. 4
Sec. 58. Remedy for improper entry or omission in register.-If the name of any person is without sufficient cause entered in or omitted from the register of members of any company under this act, or if default is made or unnecessary delay takes place in entering on the register the fact of any person having 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 and Ireland, by motion in any of Her Majesty's superior courts of law or equity or by an application to a judge sitting in chambers, or to the vice-warden of the stannaries in the case of companies subject to his jurisdiction 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 with 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.
SEC. 59. Register of mortgages to be kept.-Every limited company under this act shall keep a register of all mortgages and charges specifically affecting property of the company, and shall enter in such register in respect to each mortgage or charge a short description of the property mortgaged or charged, the amount of charge created, and the names of the mortgagees or persons entitled to such charge. If any part of the property is mortgaged or charged without such entry as aforesaid being made, every director, manager, or other officer who knowingly and willfully authorizes or permits the omission of such entry shall incur a penalty not exceeding £50. The said register of mortgages shall be open to inspection by any creditor or member
1 Companies act, 1862, sec. 25.
of the company at all reasonable times, and if such inspection is refused, any officer of the company refusing the same, and every director and manager of the company authorizing or knowingly and willfully permitting such refusal, shall incur a penalty not exceeding £5, and a further penalty not exceeding £2 for every day during which such refusal continues, and in addition to the above penalty the court may by order compel an immediate inspection of the register.!
SEC. 60. Extraordinary general meeting.-Notwithstanding anything in any regulations of a company, the directors of a company shall, on the requisition of the holders of not less than one-tenth of the issued capital of the company upon which all calls or other sums then due have been paid, forth with proceed to convene an extraordinary general meeting of the company.?
M.-METHODS OF TAXATION OF CORPORATIONS.
Sec. 61. Stamps.—Articles of association, contracts for sale of shares, letters of allotment, mortgages of shares, proxy papers, scrip certificates, transfers if shares, insurance policies, and other papers used by corporations must be stamped.
SEC. 62. Income tax.—The treasurer of a company must make out a list of the income of the company, and deliver it to the assessor of taxes, and the income as thus ascertained is
N.-SPECIAL METHODS OF CONTROL BY THE GOVERNMENT.
SEC. 63. Board of trade.—The board of trade in England is one of the administrative departments of government, being a committee of the privy council which is appointed for the consideration of matters relating to trade. The president of the board of trade, its real executive officer, is a member of the cabinet with an official salary of £2,000. The rules made by this board within the scope of its authority have the force of law.
SEC. 64. Registrars appointed.—The board of trade may from time to time appoint such registrars and clerks as they may think necessary for the registration of companies. The board of trade may make such regulations as they think fit with respect to the duties to be performed by such registrars aforesaid.
Public may inspect records of registrar.–Every person may inspect the documents kept by the registrar of joint stock companies, upon the payment of a fee to be fixed by the board of trade. Numerous certificates and reports must be filed by each company with the registrar of companies. 4
Sec. 65. Examination of affairs of company by inspectors.-The board of trade may appoint one or more competent inspectors to examine into the affairs of any company under this act, and to report thereon, in such manner as the board may direct, upon the applications following:
(1) Banking company with capital divided into shares.-In case of a banking company that has a capital divided into shares, upon the application of members holding not less than one-third part of the whole shares of the company for the time being issued;
(2) Other than banking companies have capital divided into shares.- In the case of any other than a banking company that has a capital divided into shares, upon the application of members holding not less than one-fifth part of the whole shares of the company for the time being issued.
(3) Company not having its capital divided into shares.—In the case of any company not having a capital divided into shares, and upon the application of members being in number not less than one-fifth of the whole number of persons for the time being entered on the register of the company as members.
SEC. 66. Application to be supported by evidence-Board may require applicants to give security. The application shall be supported by such evidence as the board of trade may require for the purpose of showing that the applicants have good reason for requiring such investigation to be made, and that they are not actuated by malicious motives in instituting the same; the board of trade may also require the applicants to give security for the payment of the costs of the inquiry before appointing any inspector or inspectors.
SEC. 67. Inspection of books-Officers examined under oath. It shall be the duty of all officers or agents of the company to produce for the examination of the inspectors all books and documents in their custody or power. Any inspector may examine
1 Companies act, 1862, sec. 43. 2 Companies act, 1900, sec. 13. 35 and 6 Vic., ch. 35, secs. 40, 44, and 54, and 42-43 Vic., ch. 21, sec. 18. 4 Companies act, 1862, sec. 174. See ante, secs. 2, 32, 34, 35, 36, 38-40, 42, 44, and post, secs. 70 and 77.