Registration of memorandum of association and articles of association, with fees as in Table B. Effect of registration. SECTION III. GENERAL PROVISIONS. The memorandum of association and the articles of association, if any, are to be delivered to the registrar of joint stock companies hereinafter mentioned, who must retain and register the same. There must be paid to the registrar by a company having a capital divided into shares, in respect of the several matters mentioned in the table marked B. in the first schedule of this Act, the several fees therein specified, or such smaller fees as the Board of Trade may from time to time direct; and by a company not having a capital divided into shares, in respect of the several matters mentioned in the table marked C. in the first schedule of this Act, the several fees therein specified, or such smaller fees as the Board of Trade may from time to time direct. All fees paid to the said registrar in pursuance of this Act shall be paid into the receipt of Her Majesty's Exchequer, and be carried to the account of the Consolidated Fund of the United Kingdom of Great Britain and Ireland. Upon the registration of the memorandum of association, and of the articles of association in cases where articles of association are required by this Act or by the desire of the parties to be registered, the registrar shall certify under this hand that the company is incorporated, and in the case of a limited company that the company is limited. The subscribers of the memorandum of association, together with such other persons as may from time to time become members of the company, are thereupon a body corporate by the name contained in the memorandum of association, capable forthwith of exercising all the functions of an incorporated company, and having perpetual succession and a common seal, with power to hold lands, but with such liability on the part of the members to contribute to the assets of the company in the event of the same being wound up as hereinafter mentioned. A certificate of the incorporation of any company given by the registrar is conclusive evidence that all the requisitions of this Act in respect of registration have been complied with. A copy of the memorandum of association, having annexed Copies of me thereto the articles of association, if any, shall be forwarded to every member, at his request, on payment of the sum of one morandum and articles to members. shilling or such less sum as may be prescribed by the company to be given for each copy; and if any company makes default in forwarding a copy of the memorandum of association and articles of association, if any, to a member, in pursuance of this section, the company so making default shall for each offence incur a penalty not exceeding one pound. companies. No company can be registered under a name identical with Prohibition against that by which a subsisting company is already registered, or so identity of nearly resembling the same as to be calculated to deceive, names in except in a case where such subsisting company is in the course of being dissolved and testifies its consent in such manner as the registrar requires; and if any company, through inadvertence or otherwise, is, without such consent as aforesaid, 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 must enter the new name on the register in the place of the former name, and shall issue a certificate of incorporation altered to meet the circumstances of the case; but such alteration of name does not affect any rights or obligation 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 this company by its new name that might have been continued or commenced against the company by its former name. No company formed for the purpose of promoting art, science, religion, charity, or any other like object, not involving the acquisition of gain by the company or by the individual members thereof, can, without the sanction 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 assistant secretaries, empower any such company to hold lands in such quantity and subject to such conditions as they think fit (a). (a) 25 & 26 Vict. c. 89, ss. 17— 21. Prohibition tain com against cer panies hold ing land. Nature of interest in company. "member." PART II DISTRIBUTION OF CAPITAL AND LIABILITY OF MEMBERS OF SECTION 1. DISTRIBUTION OF CAPITAL. The shares or other interest of any member in a company under this Act are personal estate, capable of being transferred in manner provided by the regulations of the company, and are not of the nature of real estate, and each share must, in the case of a company having a capital divided into shares, be disDefinition of tinguished by its appropriate number. The subscribers of the memorandum of association of any company under this Act are deemed to have agreed to become members of the company whose memorandum they have subscribed, and upon the registration of the company are to be entered as members on the register of members hereinafter mentioned; and every other person who has agreed to become a member or a company under this Act, and whose name is entered on the register of members, are deemed to be a member of the company (a). Transfer by personal representative. Register of members. Any transfer of the share or other interest of a deceased member of a company under this Act, made by his personal representative, is, notwithstanding such personal representative may not himself be a member, of the same validity as if he had been a member at the time of the execution of the instrument of transfer. Every company under this Act must cause to be kept in one or more books a register of its members, and there shall be entered therein the following particulars :-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. And any company acting in contravention of this section shall incur a penalty not (a) New Brunswick and Canada Railway Company v. Muggeridge, 28 L. J. Exch. 193, 365. 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 and wilfully authorise or permit such contravention shall incur the like penalty. of members. Every company under this Act, and having a capital divided Annual list into shares, must make, once at 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 must contain a summary specifying the following particulars:-1. The amount of the capital of the company, and the number of shares into which it is divided. 2. The number of shares taken from the commencement of the company up to the date of the summary. 3. The amount of calls made on each share. 4. The total amount of calls received. 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. 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 mentioned in this section, and a copy shall forthwith be forwarded to the registrar of joint-stock companies. 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 to forwarding such list of members or summary as is hereinbefore mentioned to the registrar, such company 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 authorise or permit such default shall incur the like penalty. Every company under this Act, having a capital divided into shares, that has consolidated and divided its capital into shares of larger amount than its existing shares, or converted any portion of its capital into stock, must give notice to the registrar Penalty on company, &c.. not keeping a proper register. Company to tion or of stock. Effect of conversion stock. of joint-stock companies of such consolidation, division, or conversion, specifying the shares so consolidated, divided, or converted. Where any company under this Act, and having a capital of shares into divided into shares, has converted any portion of its capital into stock, and 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 the capital as is converted into stock; and the register of members hereby required to be kept by the company, and the list of members to be forwarded to the registrar, must show the amount of stock held by each member in the list instead of the amount of shares and the particulars relating to shares hereinbefore required. Entry of trusts on register. Certificate of shares or stock. Inspection of register. No notice of any trust, expressed, implied, or constructive, must be entered on the register, or be receivable by the registrar, in the case of companies under this Act and registered in England or Ireland. A certificate, under the common seal of the company, specifying any share or shares or stock held by any member of a company, is prima facie evidence of the title of the member to the share or shares or stock therein specified. The register of members, commencing from the date of the registration of the company, must be kept at the registered office of the company hereinafter mentioned: Except when closed as hereinafter mentioned, must during business hours, but subject to such reasonable restrictions as the company in general meeting may impose, so that not less than two hours in cach day be appointed for inspection, be open to the inspection of any member gratis, and to the inspection of any other person on the payment of one shilling, or such less sum as the company may prescribe, for each inspection; and every such member or other person may require a copy of such register, or of any part thereof, or of such list or summary of members as is hereinbefore mentioned, on payment of sixpence for every hundred words required to be copied: If such inspection or copy is refused, the company shall incur for each refusal a penalty not exceeding two pounds, and a further penalty not exceeding two pounds for every day during which such refusal continues, and every director and manager of the company who shall knowingly authorise or permit such refusal shall incur the like penalty; |