Companies, &c. (Part II., Distribution of Capital.) of the Board of Trade, hold more than two acres of land; but the Board of Trade may, by licence under the hand of one of their principal secretaries, or assistantsecretaries, empower any such company to hold lands in such quantity and subject to such conditions as they think fit. a Definition of members, sec. 23. b Other companies may hold lands, sec. 18. PART II. DISTRIBUTION OF CAPITAL AND LIABILITY OF MEMBERS OF COMPANIES AND ASSOCIATIONS UNDER THIS ACT. Nature of company. Distribution of Capital. 22. The shares or other interest of any member in a company under this Act shall be personal interest in estate, capable of being transferred in manner provided by the regulations of the company, and shall not be of the nature of real estate, and each share shall, in the case of a company having a capital divided into shares, be distinguished by its appropriate number.d a Definition of member, sec. 23. b Transfer by personal representative, sec. 24. • Regulations of the company, sec. 14. d Shares to be numbered in register of members, sec. 25. 23. The subscribers of the Memorandum of AssociaDefinition of tion of any company under this Act shall be "member." deemed to have agreed to become members of the company whose Memorandum they have subscribed,' and upon the registration of the company shall be entered as members on the register of members hereinafter mentioned;d and every other person who has agreed to become a member of a company under this Act, and whose name is entered on the register of Companies, &c. (Part II., Distribution of Capital.) d members, shall be deemed to be a member of the company, Transfer by a Subscribers of Memorandum of Association, sec. 6. b Their signature, sec. 11. • Registration of company, sec. 17. d Register of members, sec. 25. 24. Any transfer of the share or other interest of a deceased member of a company under this personal re Act, made by his personal representative, presentative. shall, notwithstanding such personal representative may not himself be a member, be of the same validity as if he had been a member at the time of the execution of the instrument of transfer. a Transfer of shares, sec. 22. Register of members. b b Definition of member, sec. 23. c Shares to be considered as personal estate, sec. 22. 25. Every company under this Act shall cause to be kept in one or more books a register of its members, and there shall be entered therein the following particulars : And a 1. The names and addresses, and the occupations, if any, of the members of the company, with the addition, in the case of a company having a capital divided into shares, of a statement of the shares held by each member, distinguishing each share by its number; and of the amount paid or agreed to be considered as paid on the shares of each member:" 2. The date at which the name of any person was entered in the register as a member : 3. The date at which any person ceased to be a member:a any company acting in contravention of this section shall incur a penalty not exceeding five pounds for every day during which its default in complying with the provisions of this section continues, and every director or manager of the company who shall knowingly Companies, &c. (Part II., Distribution of Capital.) and wilfully authorize or permit such contravention shall incur the like penalty. a Definition of members, sec. 23. b Remedy for improper entry, sec. 35. c Inspection and copies of register, sec. 32.-Closing of register, sec. 33.Person making false and fraudulent entry guilty of misdemeanor, sec. 166.Register to be evidence, sec. 37.-No notice of trust to be entered on register, sec. 30. d Register when capital converted into stock, sec. 29. e Shares to be numbered, sec. 22. Recovery and application of penalties, secs. 65 and 66. Annual list 26. Every company under this Act, and having a capital divided into shares, shall make, once at of members. least in every year, a list of all persons who, on the fourteenth day succeeding the day on which the ordinary general meeting," or if there is more than one ordinary meeting in each year, the first of such ordinary general meetings is held, are members of the company; and such list shall state the names, addresses, and occupations of all the members therein mentioned, and the number of shares held by each of them, and shall contain a summary specifying the following particulars : and 1. The amount of the capital of the company, summary: 3. The amount of calls made on each share: 5. The total amount of calls unpaid: 6. The total amount of shares forfeited: 7. The names, addresses, and occupations of the persons who have ceased to be members since the last list was made, and the number of shares held by each of them. d The above list and summary shall be contained in a separate part of the register, and shall be completed within seven days after such fourteenth day as is men 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. & 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 company, &c. 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 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.' Company to consolidation or of conver 28. Every company under this Act, having a capital divided into shares, that has consolidated and 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. 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.) and wilfully authorize or permit such contravention shall incur the like penalty. a Definition of members, sec. 23. b Remedy for improper entry, sec. 35. c Inspection and copies of register, sec. 32.-Closing of register, sec. 33.Person making false and fraudulent entry guilty of misdemeanor, sec. 166.Register to be evidence, sec. 37.—No notice of trust to be entered on register, sec. 30. d Register when capital converted into stock, sec. 29. e Shares to be numbered, sec. 22. Recovery and application of penalties, secs. 65 and 66. 26. Every company under this Act, and having a Annual list capital divided into shares, shall make, once at of members, least in every year, a list of all persons who, on the fourteenth day succeeding the day on which the ordinary general meeting, or if there is more than one ordinary meeting in each year, the first of such ordinary general meetings is held, are members of the company; and such list shall state the names, addresses, and occupations of all the members therein mentioned, and the number of shares held by each of them, and shall contain a summary specifying the following particulars: 1. The amount of the capital of the company, and 3. The amount of calls made on each share: 5. The total amount of calls unpaid : 6. The total amount of shares forfeited: 7. The names, addresses, and occupations of the persons who have ceased to be members' since the last list was made, and the number of shares held by each of them. d The above list and summary shall be contained in a separate part of the register, and shall be completed within seven days after such fourteenth day as is men |