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upon oath the officers and agents of the company in relation to its business and may administer such oath accordingly. If any officer or agent refuses to produce any book or document hereinby directed to be produced, or to answer any question relating to the affairs of the company, he shall incur a penalty not exceeding £5 in respect of each offense.
SEC. 68. Result of examination made known to board and members of company.—Upon the conclusion of the examination the inspectors shall report their opinion to the board of trade. A copy shall be forwarded by the board of trade to the registered office of the company, and a further report shall, upon the request of the members upon whose application the inspection was made, be delivered to them or to any one or more of them.1
Sec. 69. Statements by insurance and other companies.-Every limited banking company and every insurance company and deposit, provident, or benefit society under this act shall, before it commences business and also on the first Monday in February and the first Monday in August in every year during which it carries on business, make a statement in the following form:
Form of statement. -The capital of the company is divided into shares of each. The number of shares issued is Calls to the amount of pounds per share have been made, under which the sum of pounds has been received.
The liabilities of the company on the 1st day of January (or July) were:
On estimated liabilities,
Government securities (stating them),
Other securities, Or as near thereto as circumstances will admit, and a copy of such statement shall be put up in a conspicuous place in the registered office of the company, and in every branch office or place where the business of the company is carried on, and if default is made in compliance with the provisions of this section, the company shall be liable to a penalty not exceeding £5 for every day during which such default continues, and every director and manager of the company who shall knowingly and willfully authorize or permit such default shall incur the like penalty.
Every member and every creditor of any company mentioned in this section shall be entitled to a copy of the above-mentioned statement on payment of a sum not exceeding 6 pence.
SEC. 70. Register of directors and managers.—Every company under this act and not having a capital divided into shares shall keep at its registered office a register containing the names and addresses and occupations of its directors or managers, and shall sen the registrar of joint stock companies a copy of such register, and shall from time to time notify the registrar of any change that takes place in such directors or managers.
SEC. 71. For violation of the above provision a penalty is imposed of not more than £5 for each day, and each director or manager is liable for the same.3
0.-SPECIAL LAWS REGARDING MONOPOLIES.
SEC. 72. Amalgamation of insurance companies.—When it is intended to amalgamate two or more (life insurance) companies, or to transfer the life assurance business of one company to another, the directors of any one or more of such companies may apply to the court, by petition, to sanction the proposed arrangement, notice of such application being published in the Gazette, and the court, after hearing the directors and other persons whom it considers entitled to be heard upon the petition, may confirm the same if it is satisfied that no sufficient objection to the arrangement has been established.
Sec. 73. Notice to policy holders—Contract open to inspection.—Before any such application is made to the court a statement of the nature of the amalgamation or transfer, as the case may be, together with an abstract containing the material facts embodied in the agreement or deed under which such amalgamation or transfer is
1 Companies act, 1862, secs. 56 to 59.
proposed to be effected and copies of the actuarial or other reports upon which such agreement or deed is founded shall be forwarded to each policy holder of each company in case of amalgamation or to each policy holder of the transferred company in case of transfer; and the agreement or deed under which such amalgamation or transfer is effected shall be open for the inspection of the policy holders and share holders at the office or offices of the company or companies for a period of 15 days after the issuing of the abstract herein provided.
Sec. 74. When court will not sanction arrangement.—The court shall not sanction any amalgamation or transfer in any case in which it appears to the court that policy holders representing one-tenth or more of the total amount assured in any company which is proposed to amalgamate or in any company the business of which it is proposed to transfer dissent from such amalgamation or transfer.
SEC. 75. Sanction of court necessary.—No company shall amalgamate with another or transfer its business to another unless such amalgamation or transfer is confirmed by the court in accordance with this section: Provided, always, That this section shall not apply in any case in which the business of any company which is sought to be amalgamated or transferred does not comprise the business of life assurance.
SEC. 76. Report of assets and liabilities to board of trade.- When an amalgamation takes place between any companies, or when the business of one company is transferred to another company, the combined company or purchasing company, as the case may be, shall, within 10 days from the date of the completion of the amalgamation or transfer, deposit with the board of trade certified copies of statements of the assets and liabilities of the companies concerned in such amalgamation or transfer, together with a statement of the nature and terms of the amalgamation or transfer, and a certified copy of the agreement or deed under which such amalgamation or transfer is effected, and certified copies of the actuarial or other reports upon which such agreement or deed is founded, and the statement and agreement or deed of amalgamation or transfer shall be accompanied by a declaration under the hand of the chairman of each company and the principal managing officer of each company that to the best of their belief every payment made or to be made to any person whatsoever on account of the said amalgamation or transfer is therein fully set forth, and that no other payment beyond those set forth have been made, or are to be made, either in money, policies, bonds, valuable securities, or other property by or with the knowledge of any parties to the said amalgamation or transfer.?
SEC. 77. Documents kept by registrar and open to inspection.—The board of trade may direct any printed or other document required by this act, or certified copies thereof, to be kept by the registrar of joint stock companies or other officer of the board of trade, and any person may, on payment of such fees as the board of trade may direct, inspect the same at his office and procure copies thereof.3
SEC. 78. Penaly for default.—Every company which makes default in complying with the requirements of this act shall be liable to a penalty not exceeding £50 for every day during which the default continues; and if default continues during a period of 3 months after notice of default by the board of trade, which notice shall be published in one or more newspapers as the board of trade may direct, and after such publication the court may order the winding up of the company upon the application of one or more policy holders or share holders. +
SEC. 79. Parliament to have abstract of reports.—The board of trade shall lay annually before Parliament the statements and abstracts of reports deposited with them under this act during the preceding year.5
1 Life assurance companies act, 1870, sec. 14.
A.-CAPITALIZATION AND METHODS OF PAYING IN CAPITAL.
1. Capital of loan company.—In case of a loan company the amount of capital shall not be less than $100,000.1
2. Stock taken and amount paid at organization.—The stock taken at the organization of the company must equal at least one-half the capital stock, and at least 10 per cent must be paid on such stock, and in case of a loan company not less than $100,000.2
3. Shares issued for or subject to par in cash, exceptions.—Ěvery share in the company shall be deemed to have been issued and be held subject to the payment of the whole amount thereof in cash, subject to the two following exceptions:
(1). Part payment in real estate at organization. In case the object of the company is one requiring it should own real estate, any portion not exceeding one-half of such aggregate may be taken as paid in if it is bona fide invested in real estate suitable to such object, and such real estate is by a valid and sufficient registered deed duly held by two or more trustees for the company, and the applicants shall establish the fact by oath, affirmation, or declaration that such real estate is of the required value over and above all encumbrances thereon.
(2) Shares issued on special contract.—The general rule can be changed by a contract (a) in writing and (b) filed with the secretary of state at or before the issue of such shares.
4. Calling in of money unpaid on shares.—The directors may, from time to time, make such calls upon the shareholders in respect to all moneys unpaid upon their respective shares as they think fit, at such times and places and in such payments or installments as the charter, or this act, or the by-laws of the company require or allow.3
5. Interest on calls overdue.--If a shareholder fails to pay any call due by him he shall be liable to pay interest on the same for the time it remains unpaid.*
6. Payment in advance on shares—Interest may be allowed.—The directors may receive from any shareholder willing to advance the same any part of the amount due on the shares held by him beyond the sums then called for, and upon the moneys so paid in advance the company may pay interest.5
7. Forfeiture of shares for nonpayment of calls—Liability of holder continues.- If, after such demand or notice as is prescribed by the letters patent or by the by-laws of the company, any call made upon any share is not paid within such time as by such letters patent or the by-laws is limited in that behalf, the directors, in their discretion, by vote to that effect duly recorded in their minutes, may summarily declare forfeited any shares whereon such payment is not made, and the same shall thereupon become the property of the company; but, notwithstanding such forfeiture, the holder of the shares at the time of the forfeiture shall remain liable to the then creditors of the company for the full amount unpaid on such shares. 6
8. Payment of calls enforced by action—The directors may, if they see fit, instead of declaring forfeited any share or shares, enforce payment of all calls and interest thereon.
1 Companies act, sec. 4, subd. (d).
9. Capital may be increased or reduced as follows:
(1.) Increase of capital.—The directors may at any time after all the capital stock has been taken up, and 50 per cent thereon paid in, make a by-law for increasing the capital stock of the company to any amount they deem necessary to carry out the object of the company."
(2.) Reduction of capital.—The directors may at any time make a by-law for the reduction of the capital stock of the company to any amount sufficient for the due carrying out of the undertaking of the company; but the capital of a loan company shall not be reduced to less than $100,000.2
(3.) Approval of shareholders, and supplementary charter. ---No by-law for the increasing or reducing capital stock shall have any force until it is approved by the votes of shareholders representing at least two-thirds in value of all the subscribed stock of the company, at a special general meeting of the company, duly called for considering the same, and afterwards confirmed by supplementary letters patent.3
(4.) Secretary of state to be satisfied as to expediency and good faith.–The secretary of state shall grant the necessary supplementary charter on being satisfied as to the regularityof the proceedings and the expediency and good faith of the increase or reduction.
(5.) Public notice to be given.— Notice of the increase or reduction of capital shall be forthwith given by the secretary of state in the Canada Gazette.5
(6.) Claims not affected by reduction of capital.---The liability of shareholders to persons who were, at the time of the reduction of the capital, creditors of the company, shall remain the same as if the capital had not been reduced.
B.-METHODS OF PROMOTING AND LIABILITY OF PROMOTERS.
1. Charter may be granted to whom, by whom, for what purpose, and upon what notice.A charter may be granted (1) to any number of persons not less than five, (2)by the governor in council, (3) for any purpose except banking, insurance, and building and working of railways. (4) The applicants for such charter shall give at least one month's previous notice to the Canada Gazette of their intention to apply for the same, stating therein
(a) The proposed corporate name of the company, which shall not be on public grounds objectionable.
(6) The purpose for which its incorporation is sought.
The number of shares and amount of each share.
The names, address, and calling of each applicant, and special mention of those who are to be the first or provisional directors of the company, and the majority of whom shall be residents of Canada. 8
2. Petition for charter to show stock taken, amount paid, manner of payment.-—The petition for a charter shall state the facts set forth in the notice and (1) the amount of stock taken by each applicant, (2) the amount paid in upon the stock of each applicant, (3) and the manner in which the same has been paid in and is held for the company.'
3. Amount of stock required to be taken.—The aggregate of the stock so taken shall be at least one-half of the proposed capital stock of the company.
4. Amount required to be paid in. -The aggregate so paid in thereon shall, if the company is not a loan company, be at least 10 per cent of the stock so taken; if the company is a loan company the aggregate so paid in of the stock so taken shall be at least 10 per cent thereof and shall not be less than $100,000.
5. Disposal of amount paid up by promoters.—Such aggregate shall be deposited to the credit of the receiver-general of Canada, and shall be standing at such credit in some chartered bank in Canada, and the applicants shall, with their petition, produce the deposit receipt for such amount so deposited.
6. Return of amount to company or promoters. —At any time after the signing of letters patent incorporating the applicants as a company, the said aggregate may be returned to and for the sole use of the company, or in case of failure to incorporate,
1 Companies act, sec. 18.