Companies, &c. (Part II., Distribution of Capital.) tioned in this section, and a copy shall forthwith be forwarded to the Registrar of Joint Stock Companies. a General meeting must be held yearly, sec. 49. b Definition of members, sec. 23. For variation when capital divided into stock, sec. 29. Penalty on not keeping* a proper register. d Register of members, sec. 25. e Registrar defined by sec. 174. Inspection and copies of documents at Registration-office, part 5, sec. 174. 27. If any company under this Act, and having a capital divided into shares, makes default in company, &c. complying with the provisions of this Act with respect of forwarding such list of members or summary as is herein before mentioned" to the Registrar, such company shall incur a penalty" not exceeding five pounds for every day during which such default continues, and every director and manager of the company who shall knowingly and wilfully authorize or permit such default shall incur the like penalty. a Sec. 26. b Recovery and application of penalties, secs. 65 and 66. * Evidently a misprint; it should be "not forwarding a list of members to Registrar." consolidation or of conver 28. Every company under this Act, having a capital divided into shares, that has consolidated and Company to give notice of divided its capital into shares of larger amount than its existing shares, or converted any sion of capital portion of its capital into stock," shall give into stock. notice to the Registrar of Joint Stock Companies of such consolidation, division, or conversion, specifying the shares so consolidated, divided, or converted. a Pursuant to the provisions of sec. 12. version of b Registrar, sec. 174. 29. Where any company under this Act, and having Effect of con- a capital divided into shares, has converted shares into any portion of its capital into stock," and stock. given notice of such conversion to the Registrar, all the provisions of this Act which are applicable to shares only shall cease as to so much of Companies, &c. (Part II., Distribution of Capital.) the capital as is converted into stock; and the register of members hereby required to be kept by the company, and the list of members to be forwarded to the Registrar, shall show the amount of stock held by each member in the list instead of the amount of shares and the particulars relating to shares herein before required. Entry of trusts on a Pursuant to sec. 12. • Register of members, sec. 25. b Pursuant to sec. 28. d By sec. 26. 30. No notice of any trust, expressed, implied, or constructive, shall be entered on the register," or be receivable by the Registrar," in the case register. of companies under this Act and registered in England or Ireland. a Register described by sec. 25. b Registrar defined by sec. 174. 31. A certificate, under the common seal of the Certificate of company, specifying any share or shares or shares or stock. stock held by any member of a company. shall be prima facie evidence of the title of the member to the share or shares or stock therein specified. register. a Common seal to have company's name engraved thereon. 32. The register of members, commencing from the Inspection of 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 reasonable restrictions as the company in general meeting may impose, so that not less than two 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 one 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 of any part thereof, or of such list or summary of members as Companies, &c. (Part II., Distribution of Capital.) e is herein before mentioned, on payment of sixpence for every hundred words required to be copied: if such inspection or copy is refused, the company shall incur for each refusal a penalty not exceeding two pounds, and a further penalty not exceeding two pounds 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.a g a Register of members, sec. 25. с b Registration of company, sec. 17. Registered office, secs. 39 and 40. a Definition of member, sec. 23. Power to e List and summary, sec. 26. f Recovery and application of penalties, secs. 65 and 66. 33. Any company under this Act may, upon giving notice by advertisement in some newspaper close register, circulating in the district in which the registered office of the company is situate, close the register of members' for any time or times not exceeding in the whole thirty days in each year. a Registered office, secs. 39 and 40. b Register of members, sec. 25. 34. Where a company has a capital divided into Notice of increase of capital and of members to be given to shares, whether such shares may or may not have been converted into stock, notice of any increase in such capital beyond the registered capital, and where a company has not a capital Registrar. 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 fifteen 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 fifteen days from the time at which such increase C Companies, &c. (Part II., Distribution of Capital.) b 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. If such notice is not given within the period aforesaid the company in default shall incur a penalty not exceeding five pounds for every day during which such neglect to give notice continues, and every director and manager of the company who shall knowingly and wilfully authorize or permit such default shall incur the like penalty. For the extra fees to be paid thereon, see First Schedule, Tables B and C, pp. 132, 133. b Definition of members, sec. 23. Registrar, sec. 174. d Inspection and copies of documents at Registration-office, part 5, sec. 174. e Recovery and application of penalties, secs. 65 and 66. Remedy for improper entry or omission of entry in register. the 35. 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, person or member aggrieved, or any member of the company, or the company itself, may, as respects companies registered in England or Ireland, by motion in any of Her Majesty's superior courts of law or equity, or by application to a judge sitting in chambers, or to the Vice-Warden of the Stannaries in the case of companies subject to his jurisdiction, and ast respects companies registered in Scotland by summary petition to the Court of Session, or in such other manner as the said courts may direct, 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 of the justice of the case, make an order for the rectification of the register,a 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" Companies, &c. (Part II., Liability of Members.) b 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; provided that the court, if a court of common law, may direct an issue to be tried, in which any question of law may be raised, and a writ of error or appeal, in the manner directed by "The Common Law Procedure Act, 1854," shall lie. a Register of members, sec. 25. b Definition of member, sec. 23. e Jurisdiction of Vice-Warden of the Stannaries, sec. 68. d Form of order in certain cases, sec. 36. e Certificate of shares primâ facie evidence of title, sec. 31. Notice to Registrar of b 36. Whenever any order has been made rectifying the register, in the case of a company hereby rectification required to send a list of its members to the Registrar, the court shall, by its order, direct that due notice of such rectification be given to the Registrar.d register. a Pursuant to sec. 35. d e List of members, sec. 26. e b Register of members, sec. 25. Inspection and copies of documents at Registration-office, part 5, sec. 174. 37. The register of members shall be prima facie Register to evidence of any matters by this Act directed be evidence. or authorized to be inserted therein. a Register of members, sec. 25. Liability of Members. 38. In the event of a company formed under this Act Liability of being wound up, every present and past member of such company shall be liable to contribute to the assets of the company to an present and past members of company. |