Page images
PDF
EPUB

Bank Account.-Subject to any provision in the Articles of Association to the contrary, all operations on a Company's current account must be sanctioned by the directors, and the account can be operated on only by the person or persons authorised by the directors to do so. The usual course adopted is for the directors to pass a minute authorising one or more officials of the Company to operate on the bank account. A certified copy of this minute is sent to the bankers of the Company. Unless specially authorised, the persons operating on the account have no power to overdraw it.

Where a Company, for its own protection against the misapplication of funds, requires that cheques shall be signed by a certain number of persons, this implies that every one of those persons takes care to inform himself, or if he does not take care to inform himself, is willing to take the risk of not doing so, of the purpose for which, and the authority under which, the cheque is signed.

CHAPTER VII

EXECUTION OF DEEDS OR CONTRACTS BY

COMPANY, AND SEAL OF COMPANY

CONTRACTS: HOW MADE.-The Act of 18671 specifies the manner in which contracts are to be made and signed by or on behalf of a Company. In the Conveyancing (Scotland) Act, 1874,2 further provisions are made, and these are that any deed to which a Company is a party is validly executed in Scotland on behalf of the Company, if the same is either executed in terms of the provisions of the Companies Acts or is sealed with the common seal of the Company, and subscribed on behalf of the Company by two of the ordinary directors and the secretary. Such subscription on behalf of the Company is equally binding and effectual whether attested by witnesses or not.

Execution of Deed abroad.-Any Company may, by an instrument in writing under its common seal, empower any person, either generally or in respect of any specified matter, as its attorney to execute deeds on its behalf in any place not situate in the United Kingdom. Every deed signed by such attorney on behalf of the Company and under his seal is binding on the Company, and has the same effect as if it were under the common seal of the Company. As to right of Company to have official seal in foreign country, see "Seal of Company." Signing of Bills and Cheques.-See "Borrowing by Company."

1 Sec. 37.

2 Sec. 56.

3 Act 1862, sec. 55.

Operations on Bank Account.-See "Bankers of Company." Seal of Company.-The Companies Acts require that every Company shall have a common seal, which shall be impressed upon every important document executed by or on behalf of the Company, such as share and stock certificates, debenture bonds, contracts, and the like. The statutory provisions with regard to the seal are contained in secs. 41 and 42 of the Act of 1862. There is no enactment as to how the seal is to be made, but it is usual to have it engraved upon a steel die. But a seal carved on a rubber block and used as an ordinary rubber stamp would seem to be sufficient.1

[ocr errors]

Custody of Seal. The Articles of Association invariably provide for the custody of the seal in the following or similar terms: "The directors shall provide for the safe custody of the Company's seal; and the same shall never be used except by their authority previously given, and in the presence of at least one director, who shall sign every instrument to which the seal shall be affixed, and of the secretary, or (in case of his absence) of some other person to be at a board meeting specially appointed by the directors to act in his place, who shall also sign or countersign every such instrument."

[ocr errors]

Company may have official Seal to be used in Foreign Countries. Any Company whose objects require or comprise the transaction of business in foreign countries may cause to be prepared an official seal for, and to be used in, any place, district, or territory situate out of the United Kingdom in which the business of the Company is carried on. Every such official seal must be a facsimile of, or as nearly as practicable a facsimile of, the common seal of the Company, with the exception that on the face thereof shall be inscribed the name of each and every place, district, or territory in and for which it is to be used. The statutory provisions with regard to this seal are contained in the Companies Seals Act, 1864.2

1 Reg. v. St. Paul's, Covent Garden, 7 Q. B. 555.

2 For which see Appendix.

CHAPTER VIII

MEETINGS OF COMPANY AND RESOLUTIONS

2

FIRST STATUTORY MEETING.1 Every Company limited by shares, and registered after the 1st January 1901, must, within a period of not less than one month nor more than three months from the date at which the Company is entitled to commence business, hold a general meeting of the Company, which is to be called the statutory meeting. The directors must, at least seven days before the day on which the meeting is held, forward to every member a report 3 certified by not less than two directors of the Company, or where there are less than two directors, by the sole director and manager, setting forth the particulars specified in sec. 12, sub-sec. 2 of the Act of 1900. The report must, so far as it relates to the shares allotted by the Company, and to the cash received in respect of such shares, and to the receipts and payments of the Company on capital account, be certified as correct by the auditors, if any, of the Company. The directors must cause a copy of the report,3 certified as above, to be filed with the Registrar 5 forthwith after the sending thereof to the members of the Company.

List of Members to be produced at Meeting, and Power of Members at Meeting.—The directors must cause a list showing

1 Act 1900, sec. 12.

2 For Companies inviting applications from the public for shares, see Act 1900, sec. 6. As regards other Companies, the date of commencing business would seem to be the date of incorporation.

3 As to penalty for false statement, Act 1900, sec. 28.

4 For which see Appendix.

5 Act 1862, sec. 174.

the names, descriptions, and addresses of the members of the Company, and the number of shares held by them respectively, to be produced at the commencement of the meeting, and to remain open and accessible to any member during the continuance thereof. The members present are at liberty to discuss any matter relating to the formation of the Company, or arising out of the report, whether previous notice has been given or not; but no resolution of which notice has not been given in accordance with the Articles may be passed.

Adjournment of Meeting.-The meeting may adjourn from time to time; and at any such adjourned meeting any resolution of which notice has been given in accordance with the Articles, either before or subsequently to the former meeting, may be passed. The adjourned meeting has the same powers as the original meeting.

Effect of failure to comply with above Provisions.—If default is made in filing the report above referred to, or in holding the statutory meeting, then, at the expiration of fourteen days after the last day on which the meeting ought to have been held, any shareholder may petition the Court (in Scotland, the Court of Session) for the winding up of the Company; and upon the hearing of the petition, the Court may either direct that the Company be wound up, or give directions for the report being filed or a meeting being held, or make such other order as may be just, and may order that the costs of the petition be paid by the persons who in the opinion of the Court are responsible for the default.

Subsequent Meetings.-The Articles of Association of most Companies provide for the general meetings of the Company, and effect is given to such regulations;1 but a general meeting of every Company must be held once at least in every calendar year, i.e. between the 1st day of January and 31st day of December, both days inclusive.2 While this is all that the law compels a Company to do, the directors may in their 1 See Table A to Act of 1862, arts. 29 et seq.

2 Companies Act, 1862, sec. 49.

« ՆախորդըՇարունակել »