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Companies, &c. (Part I., Constitution, &c.)

in writing under the hand of one of its secretaries or assistant-secretaries, may change its name, and upon such change being made the Registrar shall enter the new name on the register in the place of the former name, and shall issue a certificate of incorporation altered to meet the circumstances of the case; but no such alteration of name shall affect any rights or obligations of the company, or render defective any legal proceedings instituted or to be instituted by or against the company, and any legal proceedings may be continued or commenced against the company by its new name that might have been continued or commenced against the company by its former name.

& Special resolution, sec. 51. b Registrar defined by sec. 174.
c Certificate of incorporation, sec. 18.

Articles of Association.

14. The Memorandum of Association may,

Regulations to be prescribed by Articles of Association.

in the case

of a company limited by shares, and shall, in the case of a company limited by guaranteeb or unlimited, be accompanied, when regis

tered, by Articles of Associationa 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 guarantee 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 guarantee 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

Companies, &c. (Part I., Constitution, &c.)

с

by guarantee or unlimited, and having a capital divided into shares, each subscribere shall take one share at the least, and shall write opposite to his name in the Memorandum of Association the number of shares he takes.

a Memorandum of Association of company limited by shares, sec. 8.Regulations in default of a company limited by shares registering Articles of Association, sec. 15.

b Memorandum of Association of company limited by guarantee, sec. 9. The like of unlimited company, sec. 10.

d Stamp, signature, and effect of Articles of Association, sec. 16.-Copies may be obtained by members, sec. 19.-Alteration of Articles of Association, sec. 50. e Number of subscribers, sec. 6. f Table A, p. 112.

In such company a register of directors must be kept and sent to Registrar, secs. 45 and 46. h Definition of members, sec. 23. i Registrar defined by sec. 174. Fees payable on registration, sec. 17. k Evidently intended for Articles, see Second Schedule, Forms C (p. 135) and D (p. 142), and compare sec. 8 with secs. 9, 10, and 14.

b

15. In the case of a company limited by shares,a if Application the Memorandum of Association is not accomof Table A. panied by Articles of Association, or in so far as the Articles" do not exclude or modify the regulations contained in the Table marked A in the First Schedule hereto, the last-mentioned regulations shall, so far as the same are applicable, be deemed to be the regulations of the company in the same manner, and to the same extent, as if they had been inserted in the Articles of Association, and the Articles had been duly registered.

b

a Company limited by shares, described by sec. 8.
b Articles of Association, sec. 14.
16. The Articles of Association

Stamp, sig-
nature, and
effect of

Articles of
Association.

c Table A, p. 112. shall be printed; they shall bear the same stamp as if they were contained in a deed, and shall be signed by each subscriber in the presence of, and be attested by, one witness at the least, and such attestation shall be a sufficient attestation in Scotland as well as in England and Ireland. When registered, they' shall bind the company and the members thereof to the same extent as if each member had subscribed his

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Companies, &c. (Part I., Constitution, &c.)

name and affixed his seal thereto, and there were in such Articles contained a covenant on the part of himself, his heirs, executors, and administrators, to conform to all the regulations contained in such Articles, subject to the provisions of this Act. And all moneys payable by any member to the company, in pursuance of the conditions and regulations of the company, or any of such conditions or regulations, shall be deemed to be a debt due from such member to the company, and in England and Ireland to be in the nature of a specialty debt. a Articles of Association and subscribers thereto, sec. 14. b Definition of members, sec. 23.

Registration

e

a

General Provisions.

b

17. The Memorandum of Association and the Articles of Association (if any) shall be delivered to of Memoran- the Registrar of Joint Stock Companies hereindum of Association and after mentioned, who shall retain and register Articles of the same. There shall be paid to the RegisAssociation, with fees as trar by a company having a capital divided in Table B. into shares, in respect of the several matters mentioned in the Table marked B in the First Schedule hereto, the several fees therein specified, or such smaller fees as the Board of Trade may from time to time direct; and by a company not having a capital divided into shares, in respect of the several matters mentioned in the Table marked C in the First Schedule hereto, the several fees therein specified, or such smaller fees as the Board of Trade may from time to time direct. All fees paid to the said Registrar in pursuance of this Act, shall be paid into the receipt of Her Majesty's Exchequer, and be carried to the account of the Consolidated Fund of the United Kingdom of Great Britain and Ireland.

a Memorandum of Association, secs. 8, 9, and 10. b Articles of Association, secs. 14, 15, and 16.

Registrar defined by sec. 174.

Effect of registration, sec. 18.-Office copy of Memorandum and Articles of Association, part 5, sec. 174.

e Table B, First Schedule, p. 132. Table C, First Schedule, p. 133,

Effect of

Companies, &c. (Part I., Constitution, &c.)

18. Upon the registration" of the Memorandum of Association, and of the Articles of Associaregistration. tion in cases where Articles of Association are required by this Act, or by the desire of the parties to be registered, the Registrard shall certify under his hand. that the company is incorporated, and in the case of a limited company that the company is limited. The subscribers of the Memorandum of Association, together with such other persons as may from time to time become members of the company, shall thereupon be a body corporate by the name contained in the Memorandum of Association, capable forthwith of exercising all the functions of an incorporated company, and having perpetual succession and a common seal," with power to hold lands, but with such liability on the part of the members to contribute to the assets of the company in the event of the same being wound up as is hereinafter mentioned. A certificate of the incorporation of any company given by the Registrard shall be conclusive evidence that all the requisitions of this Act in respect of registration have been complied with.

b

a Registration of Memorandum and Articles of Association, sec. 17.

b Memorandum of Association, secs. 8, 9, and 10.

c Articles of Association, sec. 14.

e Limited company, sec. 7.

8 Definition of mein bers, sec. 23.

d Registrar defined by sec. 174.

Subscribers, sec. 6.

Company's name to be engraved on seal, sec. 41.

i Power of certain companies to hold land qualified by sec. 21. Liability of members, sec. 38.

Office copy of certificate may be obtained, part 5, sec. 174.

and Articles

d

19. A copy of the Memorandum of Association, having Copies of Me- annexed thereto the Articles of Association, if morandum any, shall be forwarded to every member, at to be given his request, on payment of the sum of one to members. shilling or such less sum as may be prescribed by the company for each copy; and if any company makes default in forwarding a copy of the Memorandum of Association and Articles of Association, if any, to a member, in pursuance of this section, the company so

b

Companies, &c. (Part I., Constitution, &c.)

making default shall for each offence incur a penalty' not exceeding one pound.

a Memorandum of Association, secs. 8, 9, and 10. b Articles of Association, sec. 14.

c Definition of member, sec. 23..

d See sec. 54 for copies of special resolutions.

e Inspection and copies of Articles and Memorandum may be obtained at Registration-office, part 5, sec. 174.

Recovery and application of penalties, secs. 65 and 66.

Prohibition

against iden

20. No company shall be registered under a name identical with that by which a subsisting tity of names company is already registered, or so nearly in companies. resembling the same as to be calculated to deceive, except in a case where such subsisting company is in the course of being dissolved and testifies its consent in such manner as the Registrar requires; and if any company, through inadvertence or otherwise, is, without such consent as aforesaid, registered by a name identical with that by which a subsisting company is registered, or so nearly resembling the same as to be calculated to deceive, such first-mentioned company may, with the sanction of the Registrar, change its name, and upon such change being made the Registrar shall enter the new name on the register in the place of the former name, and shall issue a certificate of incorporation altered to meet the circumstances of the case; but no such alteration of name shall affect any rights or obligations of the company, or render defective any legal proceedings instituted or to be instituted by or against the company, and any legal proceedings may be continued or commenced against the company by its new name that might have been continued or commenced against the company by its former name.

a Dissolution of company, secs. 111 and 143. b Registrar defined by sec. 174. Certificate of incorporation, sec. 18.

21. No company formed for the purpose of promoting Prohibition art, science, religion, charity, or any other against cer- like object, not involving the acquisition of nies holding gain by the company or by the individual members thereof, shall, without the sanction

tain compa

land.

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