CHAPTER VIII.

COMPANIES AS TRADERS.-Continued.

MANAGEMENT OF COMPANIES.

office of

Every company shall have a registered Registered office, to which all communications may be company. addressed. The address of such office, or of any change therein, shall be given to the Registrar. The name of the company is to be painted or affixed on the outside of every office or place of business of the company, in a conspicuous position. It must also be mentioned in all invoices, notices, bills of exchange, and other official publications. In case of default, a penalty is incurred by the company of £5 a day.

Every company shall also keep a register of all mortgages and charges specifically affecting it, and shall enter therein a description of the mortgage or charge created, together with the names of the mortgagees or persons entitled to such charge. The register is to be open for inspection by any creditor or member of the company at all reasonable times. Every

Register of mortgages.

Certain companies to publish statement.

limited banking company, insurance company, deposit, provident or benefit society, on the first Mondays in February and August in every year, and also before it commences business, must make the following statement, and hang it up in the office of the company :—

1. The capital of the company is divided into

shares of

each.

2. The number of shares issued is

3. Calls to the amount of

pounds per

share have been made under which the sum

of

pounds has been received.

4. The liabilities of the company on the First day of January (or July) were :Debts owing to sundry persons by the

company :

On Judgment, £

On specialty, £

On notes or bills, £

On simple contracts, £

On estimated liabilities,

5.-The assets of the company on that

Each member, and also every creditor
of the company, is entitled to a copy
of this statement on payment of 6d.

Promissory

of exchange.

A promissory note, or bill of exchange, notes and bills shall be deemed to have been made, accepted, or endorsed, on behalf of the company, if made, accepted, or endorsed, in the name of the company, or by, or on behalf, or on account, of it by any person acting under the authority of the company. A general General meeting of every company shall be held at company. least once a year.

meeting of

Subject to the provisions of the Act, and Power to alter to the conditions of the memorandum of regulations by special resolution. association, any company (and when the word 66 company" is used it means a company under the act) may, in general meeting, by passing a special resolution, alter all, or any of the articles of association; and if any new regulations are passed by such meeting, and by special resolution, they shall be deemed to be, and shall have, the force of original regulations, and under those circumstances can only be altered in general meeting by special resolution.

special

A special resolution is one that has been Definition of passed by a majority of not less than three- resolution. fourths of such members of the company (entitled for the time being to vote) as may be present, either in person or by proxy, at any general meeting, of which notice

Registration of special resolutions.

Examination of company's affairs by inspector.

specifying the intention to propose such resolution has been duly given. Such resolution must have been confirmed by a majority of members, either present or by proxy, at a subsequent general meeting, of which notice has been duly given and which has been. held at an interval of not less than 14 days, nor more than one month, from the date of the meeting at which such resolution was first passed. A declaration by the chairman that the resolution has been carried shall be conclusive, unless a poll is demanded by five members.

A copy of the special resolution shall be printed and forwarded to the registrar, and recorded by him. It must be forwarded within fifteen days from the date of the confirmation of the resolutions.

The Board of Trade may appoint inspectors to examine into the affairs of any company, and to report thereon under the following circumstances:—

I. In the case of a banking company, that has a capital divided into shares, on the application of members holding not less than one-third of the whole shares issued.

2. In the case of any other company on the application of members holding not less than one-fifth of the shares issued.

3. In the case of a company not having its capital divided into shares, on the

application of not less than one-fifth in number of the shareholders.

evidence.

The application must be supported by Application evidence sufficient to convince the Board of supported by Trade of the necessity for such examination. Any inspector may examine upon oath Inspector may any servants, or agents, of the company as to the matter under enquiry, and the servants, or agents, of the company are bound, under a penalty, to give all requisite assist

ance.

The inspectors finally make their report to the Board and the costs of the proceedings are to be defrayed by the member who applied for the examination. The Board of Trade have, however, power to order the said costs to be paid out of the assets of the company.

administer oath.

notice on

Any summons, notice, order, or other Service of document required to be served on the company. company, may be served by leaving the same, or sending it through the post in a prepaid letter addressed to the company at their registered office. If sent through the post, it must be posted in such time as to admit of its being delivered within the period prescribed for the service thereof. If any such document requires authentication by the company, it may be signed by a director, secretary, or other authorised officer, and does not require the seal of the company.

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