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trustees thereof, before the issue of such prospectus or notice, whether subject to adoption by the directors or the company, or otherwise ; and any prospectus or notice not specifying the same shall be deemed fraudulent on the part of the promoters, directors, and officers of the company knowingly issuing the same, as regards any person taking shares in the company on the faith of such prospectus, unless he shall have had notice of such contract. (a)

First General Meeting. 39. Every company formed under the principal Act after the First general commencement of this Act shall hold a general meeting within four months after its memorandum of association is registered ; and if such meeting is not held the company shall be liable to a penalty not exceeding 5l. a day for every day after the expiration of such four months until the meeting is held ; and every director or manager of the company, and every subscriber of the memorandum of association, who knowingly authorises or permits such default, shall be liable to the same penalty.

meeting.

fled to present

Winding-up. 40. No contributory of a company under the principal Act Contributory shall be capable of presenting a petition for winding-up such When not quallcompany unless the members of the company are reduced in petition. number to less than seven, or unless the shares in respect of which he is a contributory, or some of them, either were originally allotted to him or have been held by him, and registered in his name, for a period of at least six months during the eighteen months previously to the commencement of the winding-up, or have devolved upon him through the death of a former holder : Provided that where a share has during the whole or any part of the six months been held by or registered in the name of the wife of a contributory either before or after her marriage, or by or in the name of any trustee or trustees for such wife or for the contributory, such share shall for the purposes of this section be deemed to have been held by and registered in the name of the contributory.

41. The [Chancery Division) may refer proceedings for windingup to a County Court

42. Or from one County Court to another. 43. As to appeal from the County Court.

(a) The remedy is by action against the promoters, &c.; a contract entered into to take shares cannot be rescinded : (Twycross v. Grant, 2 O. P. Div. 469.)

The Joint Stock Companies Arrangement Act, 1870.

33 & 34 Vict. c. 104. 2. Where any compromise or arrangement shall be proposed between a company in course of being wound-up and its creditors, the [Chancery Division), on the application of a creditor or the liquidator, may order a meeting of the creditors, and if a majority in number representing three-fourths in value of the creditors present, in person or by proxy, shall agree to any arrangement or compromise, the same shall, if sanctioned by an order of the court, be binding.

“ Capital."

Application of
provisions of
30 & 31 Vict.
c. 131.

The Companies Act, 1877.

40 & 41 Vict. c. 26. 3. The word “ capital,” as used in the Companies Act, 1867, shall include paid-up capital; and the power to reduce capital conferred by that Act shall include a power to cancel any lost capital or any capital unrepresented by available assets, or to pay off any capital which may be in excess of the wants of the company: and paid-up capital may be reduced either with or without extinguishing or reducing the liability (if any) remaining on the shares of the company, and to the extent to which such liability is not extinguished or reduced it shall be deemed to be preserved, notwithstanding anything contained in the Companies Act, 1867.

4. The provisions of the Companies Act, 1867, as amended by this Act, shall apply to any company reducing its capital in pursuance of this Act and of the Companies Act, 1867, as amended by this Act. Proviso : Where the reduction does not involve either the diminution of any liability in respect of unpaid capital, or the payment to any shareholder of any paidup capital: (1.) The creditors of the company shall not, unless the court

otherwise direct, be entitled to object or required to

consent to the reduction; and (2.) It shall not be necessary, before the presentation of the

petition for confirming the reduction, to add, and the court may, if it thinks it expedient so to do, dispense altogether with the addition of the words “and reduced”

as mentioned in the Companies Act, 1867. The court may require the company to publish in such manner as it thinks fit the reasons for the reduction of its capital, or such other information in regard to such reduction as the court may think expedient with a view to give proper information to the public in relation to the reduction of its capital by a company, and, if the court thinks fit, the causes which led to such reduction. The minute required to be registered in the case of reduction of capital shall show the amount (if any) at the date of the registration of the minute proposed to be deemed to have been paid up on each share.

5. Any company limited by shares may so far modify the Power to reduce conditions contained in its memorandum of association, if capital by canauthorised so to do by its regulations as originally framed, or as shares. altered by special resolution, as to reduce its capital by cancelling any shares which at the date of the passing of such resolution have not been taken or agreed to be taken by any person ; and the provisions of the Companies Act, 1867, shall not apply to any reduction of capital made in pursuance of this section.

6. Any certificate of the incorporation of any company given Certified copies by the registrar, or by any assistant registrar for the time being, shall be received in evidence as if it were the original certificate; and any copy of or extract from any of the documents, or part of the documents, kept and registered at any of the offices for the registration of joint-stock companies in England, Scotland, or Ireland, if duly certified to be a true copy under the hand of the registrar, or one of the assistant registrars for the time being, and whom it shall not be necessary to prove to be the registrar or assistant registrar, shall in ali legal proceedings, civil or criminal, and in all cases whatsoever, be received in evidence as of equal validity with the original document.

to be evidence.

anew of company.

The Companies Act, 1879.

42 & 43 Vict. c. 76. 2. This Act shall not apply to the Bank of England.

3. This Act shall, so far as is consistent with the tenor thereof, be construed as one with the Companies Acts, 1862, 1867, and 1877, and those Acts, together with this Act, may be referred to as the Companies Acts, 1862 to 1879.

4. Subject as in this Act mentioned, any.company registered Registration before or after the passing of this Act as an unlimited company may register under the Companies Acts, 1862 to 1879, as a limited company, or any company already registered 'as a limited company may re-register under the provisions of this Act.

The registration of an unlimited company as a limited company in pursuance of this Act shall not affect or prejudice any debts, liabilities, obligations, or contracts incurred or entered into by, to, with, or on behalf of such company prior to registration, and such debts, liabilities, contracts, and obligations may be enforced in manner provided by Part VII. of the Companies

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Act, 1862, in the case of a company registering in pursuance of

that Part. Reserve capital 5. An unlimited company may, by the resolutions passed by of company, how provided. the members when assenting to registration as a limited com

pany under the Companies Acts, 1862 to 1879, and for the purpose of such registration or otherwise, increase the nominal amount of its capital by increasing the nominal amount of each of its shares.

Provided always, that no part of such increased capital shall be capable of being called up, except in the event of and for the purposes of the company being wound-up.

And, in cases where no such increase of nominal capital may be resolved upon, an unlimited company may, by such resolution as aforesaid, provide that a portion of its uncalled capital shall not be capable of being called up, except in the event of and for the purposes of the company being wound-up.

A limited company may by a special resolution declare that any portion of its capital which has not been already called up shall not be capable of being called up, except in the event of and for the purposes of the company being wound-up; and thereupon such portion of capital shall not be capable of being called up, except in the event of and for the purposes of the

company being wound-up. Liability of bank 6. Sect. 182 of the Companies Act, 1862, is hereby repealed, of issue.

and in place thereof it is enacted as follows: A bank of issue
registered as a limited company, either before or after the
passing of this Act, shall not be entitled to limited liability in
respect of its notes; and the members thereof shall continue
liable in respect of its notes in the same manner as if it had been
registered as an unlimited company; but in case the general
assets of the company are, in the event of the company being
wound-up, insufficient to satisfy the claims of both the note-
holders and the general creditors, then the members, after satis-
fying the remaining demands of the note-holders, shall be liable
to contribute towards payment of the debts of the general credi-
tors a sum equal to the amount received by the note-holders out
of the general assets of the company.
For the purposes of this section the expression “the general


assets of the company ” means the funds available for payment
of the general creditors as well as the note-holders.

It shall be lawful for any bank of issue registered as a limited company to make a statement on its notes to the effect that the limited liability does not extend to its notes, and that the members of the company continue liable in respect of its notes in the same manner as if it had been registered as an unlimited

company. Audit of

7.-(1.) Once at least in every year the accounts of every accounts of

banking company registered after the passing of this Act as a banking comlimited company shall be examined by an auditor or auditors,

panies. who shall be elected annually by the company in general meeting

(2.) A director or officer of the company shall not be capable of being elected auditor of such company.

(3.) An auditor on quitting office shall be re-eligible.

(4.) If any casual vacancy occurs in the office of any auditor the surviving auditor or auditors (if any) may act, but if there is no surviving auditor, the directors shall forthwith call an extraordinary general meeting for the purpose of supplying the vacancy or vacancies in the auditorship.

(5.) Every auditor shall have a list delivered to him of all books kept by the company, and shall at all reasonable times have access to the books and accounts of the company; and any auditors

may,

in relation to such books and accounts, examine the directors or any other officer of the company : Provided that if a banking company has branch banks beyond the, limits of Europe, it shall be sufficient if the auditor is allowed access to such copies of and extracts from the books and accounts of any such branch as may have been transmitted to the head office of the banking company in the United Kingdom.

(6.) The auditor or auditors shall make a report to the members on the accounts examined by him or them, and on every balance-sheet laid before the company in general meeting during his or their tenure of office ; and in every such report shall state whether, in his or their opinion, the balance-sheet referred to in the report is a full and fair balance-sheet properly drawn up, so as to exhibit a true and correct view of the state of the company's affairs, as shown by the books of the company; and such report shall be read before the company in general meeting.

(7.) The remuneration of the auditor or auditors shall be fixed by the general meeting appointing such auditor or auditors, and shall be paid by the company.

8. Every balance-sheet submitted to the annual or other Signature of meeting of the members of every banking company registered: after the passing of this Act as a limited company shall be signed by the auditor or auditors, and by the secretary or manager (if any), and by the directors of the company, or three of such directors at the least.

9. On the registration, in pursuance of this Act, of a company Registration which has been already registered, the registrar shall make provision for closing the former registration of the company, and may dispense with the delivery to him of copies of any documents with copies of which he was furnished, on the occasion of the original registration of the company ; but, save as aforesaid, the registration of such a company shall take place in the same

balance-sheet.

under Act,

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