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entered into contracts with or done any work for the company of which he is director; nevertheless he shall not vote in respect of such contract or work, and if he does so vote his vote shall not be counted.1
Under the mining companies act no person shall be eligible for election as director of a company or shall be qualified to act as such,
(1) If he shall hold any office or place of profit under the company.
(2) If he shall be in the pay or employment, for valuable consideration, of the company:
(3) If he shall be concerned in or participate in the profits of any contract with the company.
(4) If he shall be indebted to the company in any sum due in respect of any shares held by him. (5) În respect of any gold-mining company, if he shall be a sharebroker.2
F.-REGULATIONS REGARDING PRICES OF PRODUCTS. There are no regulations on this subject.
G.–REGULATIONS REGARDING PROFITS AND DIVIDENDS. The general act contains no regulations as to dividends.
The mining companies act provides, as to companies formed under it, that no dividend shall be payable to the shareholders of any company except out of the profits arising from the business of such company.3 Directors who pay a dividend otherwise than out of such profits are liable to the penalties recited above, under (d). H.-REGULATIONS REGARDING OWNERSHIP OF STOCK IN OTHER CORPORATIONS, OR
THE COMBINATION OF DIFFERENT CORPORATIONS. The general act does not refer to these subjects. The mining companies act provides that a company organized under it may sell the whole of its rights, privileges, property, and effects (other than uncalled capital), provided the rights of creditors are not prejudicially affected; and these provisions are specifically extended to any contract to sell to an existing company, and also to any contract with any person to sell to a new company to be formed or promoted by such person,
1.-REPORTS TO BE MADE TO THE GOVERNMENT. The general act provides for the appointment by the governor of a registrar of joint stock companies. In his office (or in the office of an assistant registrar) each company is to file its memorandum of association and its articles of association, if any. (The term articles of association corresponds substantially with the term by-laws, as used in the United States.) In the registrar's office, also, the several reports required to be made to the Government are to be filed.5
Every company must have a registered office, to which all communications and notices may be addressed. A company carrying on business without such office, or without having notified the registrar of its situation, is liable to a penalty not exceeding £5 per day during the period of such default.6
Under a like penalty, to be incurred both by the company and, individually, by every director and manager who shall knowingly and willfully authorize or permit such default, every company having a capital divided into shares must forward to the registrar annually a list of all members of the company, giving their names, addresses, and occupations, and also 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.
(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.”
11882, No. 35, sec. 19, and first schedule, Table A, subd. 57.
Every person may inspect the documents kept by the registrar on payment of the fee prescribed for each inspection."
A company formed under the mining companies act is under the supervision of the registrar of the supreme court for the supreme court district within which it is proposed to carry on operations.?
Such a company must have a registered office, under the same penalty as a company organized under the general act. Such office must be accessible to the public for not less than 4 hours on some days, not less than 2 in each week, to be fixed by the rules of the company."
The majority in number and value of the shareholders of such company may make and alter the rules for the management and purposes of the company, and a copy of every rule made or altered is immediately to be filed in the office of the registrar.
The directors of every such company must cause half-yearly statements of its affairs and transactions to be maile, and a printed copy of such statement must be forthwith served upon the registrar, accompanied by a statutory declaration verifying the same.5
The manager of every company under this act shall in the month of January in each year make out a true and faithful statement of the affairs of each company up to the 31st day of December of the preceding year, accompanied by a statutory declaration verifying the same; and shall also in the same month in each year publish such statement in the Gazette, and send a copy of such statement by post to each and every person whose name appears on the share register. Default subjects the manager to a penalty not exceeding £5 for every day during which such default continues.
K.-REPORTS TO BE MADE TO THE STOCKHOLDERS.
The general act does not require any report to shareholders.
In the case of companies formed under the mining companies act, the directors must lodge at the company's office, for the inspection of shareholders in and creditors of the company, not less than one week before the day for holding a general meeting of the company (which must be held semiannually), a full and true report of the state and prospects and of the assets and liabilities of the company.?
The manager or secretary of every such company shall, as early as possible after the 30th day of June and the 31st day of September in each year, make out a true and faithful statement setting forth the names of all shareholders whose calls are in arrears, with the amounts owing by each set against their respective names; and shall, within 30 days next after the aforesaid days, respectively, transmit a copy of such statement as aforesaid to each shareholder in the company. For default, the manager or secretary is liable to a penalty not exceeding £20; and for any false statement, to imprisonment, with or without hard labor, for not more than 2 years.8
L.—PRIVILEGES OF STOCKHOLDERS REGARDING EXAMINATION OF BOOKS AND OVER
SIGHT OF BUSINESS.
The statutory powers which are given to shareholders are given also in many cases to creditors or even to the general public.
Under the general law the register of members must be kept at the registered office of the company, and must be opened during reasonable hours daily 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.
Every such member or other person may acquire a copy of such register or any part thereof, or of such list or summary of members as is hereinbefore mentioned, on payment of 6 pence for every 100 words required to be copied. For refusal of such inspection or copy, the company incurs for each refusal a penalty not exceeding £5, and a further penalty not exceeding £2 for every day during which such refusal continues, and every director and manager of the company who knowingly authorizes or permits such refusal incurs the like penalty; and, in addition to these penalties, any judge of the supreme court sitting in chambers may, by order, compel an immediate inspection of the register.
Every limited company under the general act must keep a register of all mortgages
1 1882, No. 35, sec. 242.
and charges specifically affecting the property of the company, and such register must be open to inspection by any creditor or member of the company at all reasonable times. 1
The supreme court or any judge thereof may appoint inspectors to examine into the affairs of any company formed under the general act on the application, in the case of a company that has a capital divided into shares, of members holding not less than one-fifth part of the shares issued. The application shall be supported by such evidence as the court or the judge may require, to show that the applicants have good reason for requiring the investigation and that they are not actuated by malicious motives. Security for the cost of the inquiry may also be required.
The inspectors have authority to examine the officers and agents of the company under oath with regard to its business, and to examine all its books and documents. If any officer refuses to answer any question relating to the affairs of the company, or to produce any of its books in his custody or power, he incurs a penalty not exceeding £5 for each offense.
The inspectors report to the court or judge. A copy of the report is forwarded to the registered office of the company, and another is delivered to the members who made the application.
The expenses of the examination are to be paid by the members who made the application, unless the court or judge orders them to be paid by the company.?
În companies formed under the mining companies act books of account and such statement (the half-yearly statement of the directors, referred to above under I), verified by the statutory declaration of the manager, shall during the hours be open to the inspection of the shareholders in and creditors of the company. For the inspection of any such accounts or statement there shall be paid 1 shilling to the manager for the benefit of the company. A copy of any such statement or of such accounts may be obtained by any creditor or any shareholder for a fee of 10 shillings. 3
The register of shareholders is to be open at all times, free of charge, to the inspection of creditors or shareholders. It is to contain
(1) The names and addresses and, if known, the occupations of the shareholders in the company;
(2) The shares held by each shareholder, distinguishing each share by its number, and the amount paid or (if any) agreed to be considered as paid on the shares of each shareholder;
(3) The date at which the name of any person was entered in the register as a member and the date at which any person ceased to be a member. 4
M.—METHODS OF TAXATION OF CORPORATIONS.5
On the organization of a company under the general act there is payable a registration fee as follows: For a company whose nominal capital does not exceed £2,000.
5 0 0 For every £1,000 or fraction thereof of nominal capital after the first £2,000 up to £6,000
1 0 0 For every £1,000 or fraction thereof of nominal capital after the first £5,000 up to £100,000
0 5 0 For every £1,000 or fraction thereof of nominal capital after the first £100,000..
0 1 0 Further stamp duties as follows: On the memorandum of association, 10 shillings. On the articles of association, 10 shillings. On the certificate of incorporation, £5.6 Every chartered, incorporated, or joint stock company carrying on business in New Zealand is required to pay an annual license fee of 1 shilling for each $100 of nominal capital, but not more than £200 for any one license. The following, however, are exempt: All companies or associations formed for any of the following purposes exclusively:
(1) Owning and working manufactories, ironworks, implement and machine works, flour, thrashing, or raw mills, or works for the cultivation, preparation, or dressing of phormium tenax.
11882, No. 35, sec. 78.
(2) Carrying on whaling or sealing.
(6) Owning and letting or conducting halls or buildings for public meetings or entertainments, or for conducting or managing grounds, buildings, or other places of public recreation or amusement.
(7) Owning or working slips or docks for building or repairing ships. 18) Preserving meat, or boiling down carcasses of animals for tallow or otherwise. (9) The introduction and settlement of immigrants. (10) Carrying on the business of friendly societies. (11) Formed for mining purposes."
The sale of shares is subject to a stamp duty of ls. if the purchase money does not exceed £20, 2g. 6d. if it exceeds £20 and does not exceed £50, and 29. 68. for each additional £50 or fraction thereof. Upon any transfer of shares not an actual sale the stamp duty is 10s.?
There are no other special taxes upon companies. Companies are subject to taxation, nearly in the same way as individuals, under the land and income assessment acts.
N.—SPECIAL METHODS OF CONTROL BY THE GOVERNMENT.
Under a penalty not exceeding £5 for every day of default, every limited company formed under the general act must keep its name painted or affixed on the outside of every office or place in which the business of the company is carried on in a conspicuous position in letters easily legible.3
Any company formed under this act may reduce its capital by special resolution; but no such resolution shall come into operation until an order of the supreme court has been obtained and registered by the registrar. Such order is granted on petition and after a hearing. Creditors may appear and object, and the court may sanction the reduction of capital, notwithstanding such objection, only if the debts of objecting creditors are discharged or a sufficient sum is set apart for discharging them. When a company has reduced its capital it shall add to its name, until such date as the court may tix, the words “and reduced;" and such words shall until such date be the last words of its name.*
The mining companies act provides that the colonial treasurer may prescribe the form in which the books of account and half-yearly statement of every company formed under it shall be kept.5
On the application of one-third in number, representing one-sixth in value, of the shareholders of any such company the governor may order the accounts of any such company to be audited by the audit office; and the audit office shall have the same powers in respect of the moneys and accounts of every such mining company, and of all persons dealing therewith and liable to account for same, as it has in respect of the public moneys, and all persons dealing therewith, under the provisions of the public revenues act of 1891.6
0.-SPECIAL LAWS REGARDING MONOPOLIES.
There are no special laws regarding monopolies.
11882, No. 16, third schedule.
A.-CAPITALIZATION-METHODS OF PAYING IN CAPITAL.
(1) The articles of incorporation (Gesellschaftsvertrag) of the proposed company must be published (by at least 5 persons who take shares) in the form of a statement sworn to before a judge or notary. This statement must be inserted in public papers and in the Reichsanzeiger. After these formalities have been complied with the company, represented by its promoters, board of directors, and council of supervision, must apply to the court of the district in which it is located for entrance in the business registry (Handelsregister). Its application must be accompanied by its articles of incorporation and (see note following) all other papers and documents regarding its founding: (H. G. B., 195.) If the promoters of the company have not subscribed for all the shares, the court of the district must call and preside over a general meeting of the company to take action regarding its final constitution. If one-fourth of the shareholders, representing at least one-fourth of the share capital, vote in approval of the incorporation of the company at this meeting, the company is duly entered in the business registry. All documents in connection with it are published at the same time and exhibited for public inspection at the court. With the registry of the company it becomes qualified to transact business. (H. G. B., 196–201.)
A detailed list of the papers which must be submitted in order to secure the entry of the company in the business registry is as follows:
1. The articles of incorporation and the sworn statement of 5 persons taking shares regarding it. This sworn statement must give the amount, and if different classes of shares are issued, the kind taken by each. The articles of incorporation must state:
(a) The firm name and location of the company. (b) The object of the undertaking. (c) The amount of share capital and of the separate shares. (d) The method of electing and constitution of the board of directors. (e) The manner in which the general meeting of shareholders is called. (f) The manner in which notices emanating from the company are to be published.
2. In addition to the above the articles of incorporation must contain a statement of all special advantages granted to individual shareholders and the names of the persons thus favored. They must also contain a statement, in case shares are issued for other than cash contributions, of the nature of such contributions, the persons making them, and the number of shares issued therefor. Promoters must make a written report regarding such noncash contributions, the circumstances which determined the number of shares issued therefor, the legal steps taken to secure such contributions, the market costs and costs of improvements (of property so acquired) for the preceding two years, and further, in case of the acquisition of a business by the company, the profits of the business for the same length of time. The total amount expended in founding the company must appear in the articles of incorporation. In addition to this a detailed account of all such expenses showing persons receiving and the amount and kind of compensation paid them must be made out. All the above papers must be presented in applying for registry.
3. If all shares are not subscribed for by the promoters, a duplicate certified list of shares must be presented, and also a list signed by the promoters of all sharehold.ers, showing the shares taken by each and payments made upon each share.
1 Digested by Robert C. Brooks.
2 Handelsgesetzbuch, par. 182. References are to paragraphs of the Handelsgesetzbuch. (German Commercial Code.)