CONTENTS OF SCHEDULE. Form A.-Memorandum of Association. Form C.-Memorandum of association, with articles of asso- ciation annexed. AN ACT FOR THE INCORPORATION AND REGULATION OF 1920 Vict., cap. 47.-Royal assent, 14th July, 1856. HEREAS it is expedient that the law relating to the incorporation and regulation of Joint-Stock Companies and other associations should be consolidated and amended: Be it therefore enacted by the Queen's most Excellent Majesty, by and with the advice and consent of the Lords Spiritual and Temporal, and Commons, in this present Parliament assembled, and by the authority of the same, as follows: I. This Act may be cited for all purposes as Short title of "The Joint-Stock Companies Act, 1856." Act. II. This Act shall not apply to persons asso- Act not to apciated together for the purpose of banking insurance. or ply to banking and insurance companies. Company formed by memorandum PART I. CONSTITUTION AND INCORPORATION OF COMPANIES Registry. III. Seven or more persons, associated for any lawful purpose, may, by subscribing their names of association to a memorandum of association, and otherwise and registra- complying with the requisitions of this act in respect of registration, form themselves into an incorporated company, with or without limited liability. tion. Penalty on ber. IV. Not more than twenty persons shall, after partnerships the Third day of November, One thousand eight exceeding a certain numhundred and fifty-six, carry on in partnership any trade or business having gain for its object, unless they are registered as a company under this act, or are authorised so to carry on business by some private act of Parliament or by royal charter or letters patent, or are engaged in working mines within, and subject to, the jurisdiction of the Stannaries; and if any persons carry on business in partnership contrary to this provision, every person so acting shall be severally liable for the payment of the whole debts of the partnership, and may be sued for the same without the joinder in the action or suit of any other members of the partnership. Matters required to be memorandum V. The memorandum of association shall conprescribed by tain the following things (that is to say) :— 1. The name of the proposed company : 2. The part of the United Kingdom, whether England, Scotland, or Ireland, in which the of association. registered office of the company is to be 3. The objects for which the proposed company 4. The liability of the shareholders, whether it is to be limited or unlimited: 5. The amount of the nominal capital of the proposed company: 6. The number of shares into which such capital is to be divided, and the amount of each share; subject to the following restriction:That in the case of a company formed with limited liability, and hereinafter called a limited company, the word "limited" shall be the last word in the name of the company. VI. No company shall be registered under a Prohibition name identical with that by which a subsisting against identity of names company is already registered, or so nearly re- in registered sembling the same as to be calculated to deceive; companies. and if any company, through inadvertence or otherwise, is 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, 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. |