Companies, &c. this Act, or is formed in pursuance of some other Act of Parliament, or of letters patent; and no company, association, or partnership consisting of more than twenty persons shall be formed, after the commencement of this Act, for the purpose of carrying on any other business that has for its object the acquisition of gain by the company, association, or partnership, or by the individual members thereof, unless it is registered as company under this Act, or is formed in pursuance of some other Act of Parliament, or of letters patent, or is a company engaged in working mines within and subject to the jurisdiction of the Stannaries. a Commencement of Act, sec. 2. b Formation of company, sec. 6.-Registration of company, sec. 17. 5. This Act is divided into nine parts, relating to the Division of Act. following subject matters : The First Part-to the constitution and incorporation of companies and associations under this Act: " The Second Part-to the distribution of the capital and liability of members of companies and associations under this Act: b The Third Part-to the management and administration of companies and associations under this Act: The Fourth Part-to the winding up of companies and associations under this Act: d The Fifth Part-to the Registration-office :* The Sixth Part-to application of this Act to companies registered under the Joint Stock Companies Acts:f The Seventh Part-to companies authorized to register under this Act: The Eighth Part-to application of this Act to unregistered companies: The Ninth Part-to repeal of Acts, and temporary provisions.i a Secs. 6-21. d Secs. 74-173. Secs. 179-198. b Secs. 22-38. Secs. 39-73. Secs. 199-204. f Secs. 175-178. i Secs. 205-212. Companies, &c. (Part I., Constitution, &c.) PART I. CONSTITUTION AND INCORPORATION OF COMPANIES AND ASSOCIATIONS UNDER THIS ACT. Mode of forming Memorandum of Association. 6. Any seven or more persons associated for any lawful purpose may, by subscribing their names to a Memorandum of Association, and company. otherwise complying with the requisitions of this Act in respect of registration, form an incorporated company, with or without limited liability. с a Company may be wound up when number of members reduced to less than seven, sec. 79.-Prohibition against company carrying on business with less than seven members, sec. 48. b Form of Memorandum of Association of company limited by shares, sec. 8, and Form A, Second Schedule, p. 135.-Of a company limited by guarantee, sec. 9, and Second Schedule, Forms B (p. 136) and C (p. 142). Of unlimited companies, sec. 10, and Form D, Second Schedule, p. 144. -Stamp, signature, and effect of Memorandum, sec. 11.-Alteration of Memorandum allowed in certain cases, sec. 12. c Secs. 14 and 17. 7. The liability of the members of a company formed under this Act may, according to the Memorandum of Association, be limited either to the amount, if any, unpaid on the shares respectively held by them, or to such amount as the members may respectively undertake by the Memorandum of Association to contribute to the assets of the company in the event of its being wound up. Mode of limiting liability of members. Memo a Definition of members, sec. 23. b b Company limited by shares described by sec. 8. c Company limited by guarantee described by sec. 9. 8. Where a company is formed on the principle of having the liability of its members" limited to randum of the amount unpaid on their shares, hereinafter referred to as a company limited by shares, the Memorandum of Association shall contain the following things (that is to say) :— Association of a com pany limited by shares. Companies, &c. (Part I., Constitution, &c.) b 1. The name of the proposed company, with the addition of the word "limited" as the last word in such name: 2. The part of the United Kingdom, whether England, Scotland, or Ireland, in which the registered office of the company is proposed to be situate: 3. The objects for which the proposed company is to be established: 4. A declaration that the liability of the members is limited: 5. The amount of capital with which the company proposes to be registered divided into shares of a certain fixed amount: Subject to the following regulations: 1. That no subscriber shall take less than one share : 2. That each subscriber of the Memorandum of Association shall write opposite to his name the number of shares he takes. a Definition of members, sec. 23. b Name must not be identical with that of another company, sec. 20. c Definition of registered office, sec. 39. d Liability of members, sec. 38. e See Form A, Second Schedule, p. 135. f Subscribers, sec. 6. 9. Where a company is formed on the principle of having the liability of its members limited to Memoran ciation of a company limited by guarantee. dum of Asso- such amount as the members respectively undertake to contribute to the assets of the company, in the event of the same being wound up, hereinafter referred to as a company limited by guarantee, the Memorandum of Association shall contain the following things (that is to say) :1. The name of the proposed company, with the addition of the word "limited as the last word in such name: 2. The part of the United Kingdom, whether England, Scotland, or Ireland, in which the registered office" of the company is proposed to be situate: Companies, &c. (Part I., Constitution, &c.) 3. The objects for which the proposed company is to be established: e 4. A declaration that each member undertakes to contribute to the assets of the company, in the event of the same being wound up during the time that he is a member, or within one year afterwards, for payment of the debts and liabilities of the company contracted before the time at which he ceases to be a member, and of the costs, charges, and expenses of winding up the company, and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required, not exceeding a specified amount." a Definition of members, sec. 23. b Winding up by the court, sec. 79.-Voluntarily, sec. 129.-Subject to supervision, sec. 147. Name must not be identical with that of another company, sec. 20. d Definition of registered office, sec. 39. • Liability of members, sec. 38. f Meaning of contributory, sec. 74. See Second Schedule, Forms B (p. 135) and C (p. 142).-Uncalled-up capital of company limited by guarantee, with capital divided into shares, to be assets on winding up, secs. 90 and 134. 10. Where a company is formed on the principle of Memoran- having no limit placed on the liability of its dum of Asso- members," hereinafter referred to as an ununlimited limited company, the Memorandum of Association shall contain the following things ciation of an company. (that is to say) : 1. The name of the proposed company:b 2. The part of the United Kingdom, whether England, Scotland, or Ireland, in which the registered office of the company is proposed to be situate: 3. The objects for which the proposed company is to be established.d a Definition of members, sec, 23. b Name must not be identical with that of another company, sec. 20. • Definition of registered office, sec. 34. * Form of Memorandum of Association, Form D, Second Schedule, p. 144. Stamp, sig effect of Me Companies, &c. (Part I., Constitution, &c.) 11. The Memorandum of Association" shall bear the same stamp as if it were a deed, and shall be nature, and signed by each subscriber in the presence of, morandum of and be attested by, one witness at the least, Association. and that attestation shall be a sufficient attestation in Scotland as well as in England and Ireland: It shall, when registered, bind the company and the members thereof to the same extent as if each memberd had subscribed his name and affixed his seal thereto, and there were in the Memoranduma contained, on the part of himself, his heirs, executors, and administrators, a covenant to observe all the conditions of such Memorandum, subject to the provisions of this Act. a a Described by secs. 6, 8, 9, and 10. b Subscribers become members, sec. 23. c Registration of Memorandum of Association, sec. 17. d Definition of members, sec. 23. Power of certain companies to Association. с 12. Any company limited by shares may so far modify the conditions contained in its Memorandum of Association, if authorized to do so by its alter Memo- regulations as originally framed, or as altered randum of by special resolution in manner hereinafter mentioned, as to increase its capital by the issue of new shares of such amount as it thinks expedient, ar to consolidate and divide its capital into shares of larger amount than its existing shares, or to convert its paid-up shares into stock, but, save as aforesaid, and save as is hereinafter provided in the case of a change of name, no alteration shall be made by any company in the conditions contained in its Memorandum of Association. a Company limited by shares described by sec. 8. b Regulations of company, sec. 14. с Special resolution, sec. 51. d Notice to be given to Registrar, sec. 28.-Effect of conversion into stock, sec. 29. • Change of company's name, secs. 13 and 20. 13. Any company under this Act, with the sanction of a special resolution of the company passed in manner hereinafter mentioned, and with the approval of the Board of Trade testified Power of companies to change name. |