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SECRETARIAL PRACTICE

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SECRETARIAL PRACTICE
THE MANUAL OF THE CHARTERED INSTITUTE OF SECRETARIES
PREPARED BY

THE COUNCIL OF THE INSTITUTE
IN

CONJUNCTION WITH

F.

SHEWELL COOPER,

M.A.

OF THE INNER TEMPLE, BARRISTER-AT-LAW

LONDON
SPOTTISWOODE & CO. EFFINGHAM WILSON,
LTD.,
54

NEW-STREET SQUARE, EC.
E.C.

THREADNEEDLE STREET,
1912

7s. 6d. net.

.

.. London Wall. November. The Chartered Institute ob Secri G5.A. Their thanks are also due to Mr. Companies and in relation to chapters are devoted to Statutory Secretarial Work Local Government Administration.C. Shewell Cooper the preparation of the work. WILLIAM WATKINS. E. rARiES. 1912. St. Shewell Cooper. of Scotland to Branch Special for the article on Scottish Companies the and the Committee of Council in who have been arrangement and associated with Mr. for the valuable . M. Owing viz. Clair Mackenzie. but has given them very valuable assistance and advice. . Barrister-at-Law. who has not only written a large portion of the book.PREFACE The a present volume has been prepared by the Council of The of Chartered Institute of Secretaries with the object of providing practical working treatise covering the general routine a Secretary's duties. President. 1911-12. V. of Though intended primarily for Secretaries special Companies incorporated under the Companies Acts. Liquidation and Reconstruction. The Council desire to express their indebtedness to Mr. F. chapter on Powers of Attorney to the Glasgow and West . Barrister-at-Law.A. to considerations of space the present volume does not deal with an important branch of the Company Secretary's work. B.

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92 101 Meetings of Shareholders Directors "5 133 155 Resolutions XIV. XVIII..... v. The Registration of Companies The Memorandum of Association Articles of Association 6 10 18 Capital and tions. Shares Increase.. XII... Transfer and Transmission Other Matters Relating to Shares CallsForfeiture Surrender Shake-Warrants- ... . — — — VI... Exchange Powers of Attorney Bills of XX... XVII.. in. .. .. . ... Companies in General . Membership Certificate Prospectus and Allotment — Commencement of Business — 28 VII.. IV. ...CONTENTS PAGE i. I ii. Accounts XV. VIII. 70 81 Books of a Company Notices X.. 39 52 — Commissions IX.. —Capital Clause Altera&c. XIII. XI. — Nature of Shares — ... XVI.. . 159 165 175 1S1 XIX. Audit Dividends Mortgages and Debentures . Private Companies 202 .

.. G..VIM CHAPTER CONTENTS Statutory Companies Scottish Companies Secretarial XXI. Work Government .. B.... ...270 285 287 Exchange Regulations as to Special Settlements and Quotations F.. .. Societies and Associations .. .. .. Penalties E.. Income-Tax Assessments APPENDICES A. Documents to be Filed D.. ..... in PAGE 20S 2I 4 relation to Local 224 XXIV. .. &c.. ..... .... XXII. Table of Cases Stamp Duties and Fees — Inland Revenue Circulars Sinking Fund Table for Loans... Institutions. Stock . — 254 C.. . Some Specimen Articles of Association not included in Table A... . Forms . XXIII..... 242 246 XXV. ... 291 303 3°7 INDEX 367 .

however. 1908. of which the British South Africa Company and the . 1862. under which Act companies were first empowered to This phraseology of daily life the definitions in the ' ' . although without limited liability. that there are It two important classes of companies or corporations to which neither the Joint Stock Companies Acts. . or under the Companies Act. which was replaced by the codifying Act of 1856. must not be overlooked. 1856. company as a company formed and registered under that Act. mentioned above.SECRETARIAL PRACTICE CHAPTER I COMPANIES IX GENERAL The word ' Company ' throughout this book generally means a body incorporated under some one or more of the Acts of Parliament which relate exclusively to companies in general. The Joint Stock Companies Acts are defined to mean the Joint Stock Companies Act. become incorporated. means whilst an existing company or an existing Company a company formed and registered under the Joint Stock Companies Acts. 1844. and certain other Acts before 1862 but the expression does not include the Joint Stock Companies Act. with Companies Section 285 of that Act defines a (Consolidation) Act. 1908. The first of these are associations incorporated by royal charter. nor the Companies (Consolidation) Act. substantial accuracy. The right to register with limited liability was first conferred by an Act of 1855. have any direct relation. with happens to accord.

generally for the purpose of working e. 1897. railway companies. 1879.. together with the Preferential Payments in Bankruptcy Amendit ment Act. the Companies of are commonly described in as Statutory Companies. dock companies.. ri Companies (Winding Up) Act. 1870.g. Companies (Memorandum of Association) Act. 1862 to 1908. some undertaking this class of a public nature. . „ .. Joint Stock Companies Arrangement Act. however. The Companies Acts. marked an important step in the direction of simplifying Company Law. it repealed and re-enacted. to which the provisions of the companies are. 1909. Companies Act. cj Directors' Liability Act. The The The The The The The ». The passing of the Companies (Consolidation] Act. all of which. and like. companies Companies (Consolidation) 1908. 1880. 1908. . . 1862 to 1908.. 1886. Companies Seals Act.. Companies Act. 1862. which came into force on April 1st. of The vast majority 1908. [898.1907. gas companies. Companies (Winding Up) An. The other comprises that large body of companies incorporated under special Acts of Parliament. 1^77. comprised the following : The The The The Companies Act. It consolidated into one Act the law contained in the various statutes known as the Companies Acts. M . apply. The Companies Act. . Companies (Colonial Registers) Act. 1908. and also repealed portions of ten other relevant statutes. 1900. They are dealt with specially Chapter XXI. 1864. 1867. Companies tion) Act. li Companies Act.2 5E< RETARIAL PRACTICE may be Trust and Loan Company of Canada class taken as examples. 1890.. .

COMPANIES IN GENERAL Among Payments Limited of in 3 the ten other Acts affected were the Preferential Bankruptcy Act. sub-section (4) the Preferential Payments in Bank1897. the opportunity was taken of introducing considerable changes of language. excepted. the Case decisions Law comprising not only upon the present statute and its predecessors. Accordingly. 1893). whilst the law as to debentures. and twenty the maximum number who may carry on any other business together. . and 3 and the Partnerships Act. Company Law. 1908. 1882. by a considerable quantity of additional law. cleared up some ambiguities and effected many minor is improvements. for all who are con- nected with the practical working of companies. or without the sanction of a special Act of Parliament or a charter. It must not be forgotten. without registration under the Act. and in part Case Law. : which was repealed 1907. 1888. was. useful though the Act is— and there can be no question that the difficult work of the draftsmen was admirably performed — it requires to be supplemented. that the Act a consoliBills dation Act. lor the most part the result of decisions of the Courts. 1890. reproducing the older law.Mining companies within the stannaries are. apart from the matter of registration. The Companies Acts. 2. in effect makes ten the maximum number of persons who may carry on banking business together. and not a codifying Act (such as the of Exchange Act. section 6. at the same time restricted freedom of action to the extent of prohibiting unregistered partnerships of more than a certain number. far of were repealed so as they affected which sections companies I. . ruptcy Amendment Act. but also on matters in which the statutes play no directly material part. however. which. In framing the Companies (Consolidation) Act. whilst conferring the boon of limited liability. is only dealt with in a few isolated particulars. and the Sale of Goods Act. the Partnership Act. wholly repealed. however. Large and important branches of existing Company Law are practically untouched by it. Section 1 of the Consolidation Act. as stated above. while in most cases not substantially altering the law. B 2 . then. is in part Statute Law.

while not requiring a trading have the advantages conferred b}. furnish small attraction either to the ordinary trader or to the ordinary investor. which may cither .incorporation. desire to ' ' s. . Unlimited companies are also far from common. These : of are (a) (b) (c) Companies limited by shares Companies limited by guarantee. or classes of companies. and other companies of a like nature. 4. which may either (i) have a share capital or (ii) not have a share capital Unlimited companies. the companies that adopt this As regards companies limited by guarantee not having a method of formation are chiefly associations for mutual insurance. and other societies.N. The . (i) (ii) have a share capital or not have a share capital. s. in must be borne >s mind But any particular section of the Act are expressly limited to any particular anil s. and 5). 20). which. since they offer no advantages over a company limited by shares in the usual way.es it vast majority of registered companies being companies it limited by shares. unless the provisions of to refer specially to the other classes of companies. 2. social clubs supported by the subscriptions of their members and not formed for purposes of profit. . companies which are authorised to (as 1 65 if the Statutory meeting) applies only to . since they (see . they are of general application. is not thought necessary in the following that. Thus oi 7 of the Art (as to alteration of (as memorandum) 64 the Act to the annual general meeting) apply to all the descriptions of whilst s. 127]. Companies limited by guarantee and having a share capital are not common. (1906) W.4 SECRETARIAL PRACTICE Under the Act. . law. The amounts guaranteed are in the nature of reserve liability capital. 3. These companies sometimes obtain the licence of the Board of Trade to dispense with the word limited (s. 59) and cannot be charged [re Irish Club Co. various descriptions companies may be registered (see sees. as under the earlier Acts. share capital.

according as they arc. i. or are not. . private companies. Companies under the Act also fall in two classes. The special position and privileges of a private company arc dealt with in Chapter XX.COMPANIES IN GENERAL companies limited by shares.e. and s. 34 (as to keeping a colonial register) applies only to companies having a share capital. to companies limited by shares and also to guarantee companies and unlimited companies if they have a share capital.

Requirements S" It will be convenient to enumerate at once the essential for : trationf requirements are as follows the registration of a new Company. the . will suffice. the articles of provisions required by s.g. Heal-" e.a CHAPTER II THE REGISTRATION OF COMPANIES The Registrar of Companies exercises in the matter of registra- tion functions not purely ministerial. except in tin' case of private companies (see Chapter XX). culated to deceive (s. The memorandum must be stamped as it it were a deed. 13) he is entitled to refuse to register as a private which do not contain the assumes the right to refuse to register in other cases. of company by a name so an existing company as to be cal. and must be subscribed by at least seven persons. if the a private company contain provisions as to share- warrants. 3-5). 6). see also p. Each subscriber of the memorandum must take at least one share and write opposite to his name the number ol shares he takes (ss. 2. each of whom must sign in the pres and have his signature attested by. which 1. 121. articles of company a company. is •I- It the memorandum accompanied by 6 articles. must contain the particulars required by law (ss. his discretion in refusing to register a He is entitled to exc nearly resembling the name 8 . 3-5). A memorandum of association must be prepared which 2. at least one witness 3 (ss. when two of.

must by himself or his agent. 244 and Table B. These will be found at p. 10-12). Except in the case of a private company. (a) restricting the right to transfer its shares limiting the number .THE REGISTRATION OF COMPANIES 7 articles must be printed and stamped as if they were contained in a deed. 270. and for unless he has already signed the memorandum a number sign of shares not less file and than the qualification (if any). and signed by the subscribers to the memorandum. thereto. or named in -the prospectus or statement in lieu of prospectus as a director or proposed director. of compliance with all or any of the requirements of the Act. sign and file a consent to act . The prescribed lees must be paid to the Registrar of Companies (s. the new Table A will con- stitute the articles of the company (ss. 72). of its members (exclusive of employees) to 50 shares or debentures 5. and attested by. a contract in writing to take from the for his qualification shares (if company and pay and a list any) . and be expressed in separate paragraphs numbered consecutively. A statutory declaration by a solicitor engaged in the formation of the company. the articles provisions (b) must contain . in respect of registration and of matters precedent and 7. or by a person named in the articles as a director or secretary of the company. and the signature of each subscriber must be in the presence of. every person appointed a director by the articles. of the persons who have consented delivered (s. any) must be 6. (c) (s. A. incidental (s. First Schedule). to be to directors of the company must be the Registrar by the applicant for registration 8. at least one witness.regards the above requirements. tin' particulars required . prohibiting any public issue of 121). (if The memorandum and the delivered to the Registrar (s. In the case of a private company. must be produced to the Registrar 17). If there are no articles accompanying the memorandum. articles 15). authorised in writing.

and nothing in the Act requires that the subscribers to the memorandum shall take a substantial interest in the undertaking therefore consist of one person holding all . must be fully and clearly set out. 10. re Dawnay (1900). v. 66 L. filed contract all & Sons (1902). App. A signatory induced to sign by the misrepresentation of a promoter has no right to rescission against the company. 337]. and descriptions of the subscribers. 346]. Before the repeal of the Companies Act. D. 1867. addresses. - the shares except which may be held for him by his nominees [Saiomo It follows mon & Co. 1 except where [re the shares had been taken up by the signatories Whitehead it & Brothers (1900). Women.T. seeing that the company did not then exist [Metal Constituents. and that the one share may be held by hi- company nomii . 22]. But since the repeal would appear that the subscribers' shares for in cash . 5 H. 1 Ch. whether married Foreigners or single.R. 47]. 707]. s. 1 Lurgan's Case (1902). 32 Ch. or.). and a subscriber may sign by an agent [re Whitley Partners (1886). or signatories. in (1870). and could not be protected by a [Ebenezer Timntins subsequently 1 Ch. may be subscribers. even though they be resident abroad [Princess of Reuss v. The names. and of the witnesses to their signatures. Ch. L. 176].L. Co. may of the latter's authority to do so. Bos (1871). 5 Ch. (see Appendix B.8 SECRETARIAL PRACTICE by law to be contained in the memorandum of a company limited by shares will be found on p. 804].C. though the Registrar may require evidence sign. pay for his shares in money. a company may six. (1896). The deed stamp which the torandum and the articles are required to bear is in each case an impressed stamp of ios. Dalton (1892) . A. 704 . (see that in the case of a pii Chapter XXV all the shares except one may be held by one person. No limit is imposed by the Act to the number of shares in a company which may be held by a single member.T. 25. 238]. need not necessarily be paid of a shareholder is for the general liability to company's consent. with the money's worth [Baglan Hall Colliery Co. the share or shares signed for by the subscribers had to be paid for in cash [Dalton Time Lock 83 L.

with power to hold lands. subs. an essential part of The express power to hold lands is effective to exclude the operation of the Mortmain Acts. shall be a body corporate by the name contained in the memorandum. and having per- petual succession and a but with such as liability common seal. 17. (1877). ' . seal is. 5 Ch. subs. thencefrom the members composing it. 19). On the registration of the memorandum of a company. 525]. and that the association is a company authorised to be registered and duly registered under the Act [s. the subscribers of the memorandum. is to register the memorandum (with the accompanying articles. hold more than two acres of land without the licence of the Board of Trade (s. of incorporation mentioned of incorporation. D. (1)]. its A common equipment. The duty of the Registrar. however. capable forthwith of exercising the functions of an incorporated company. if any) and to issue a certificate of incorporation. and in the case of a limited company is ^corporation.THE REGISTRATION OF COMPANIES No [London ' 9 formal allotment of shares to a signatory is necessary & Provincial Coal Co. it will be observed. then. the beginning of the existence of the forth a legal entity distinct The date of the certificate marks new corporate body. with such other persons as may from together time to time become members all of the company. is ' The Registrar's certificate of all incorporation conclusive requirements of the Act in respect of registration and of matters precedent and incidental thereto evidence that the have been complied with. Associations not for profit may not. subs. on the part of the members to contribute in the event of its being to the assets of the is company ' wound up mentioned in this Act [s. 16. company that the in the certificate company is limited From the date ' ' [s. Certificate of the Registrar shall certify under his hand that the incorporated. 16. (i)J. (2) ].

must state the following (i) ' (ii) The name of the company. in the case of a : company by shares. and for adjustment of the the contributories among themselves.g. 10 . proposes to be registered. charges. that each member undertakes to company in the event of its being the wound up for while he a member. . If as may be required.CHAPTER III THE MEMORANDUM OF ASSOCIATION The memorandum limited ' of association. not exceeding a specified amount. Scotland or Ireland in which the registered . In the case of a (iv) company state limited are identical with those of a whilst clause (v) must is ' contribute to the assets of the by guarantee. a company limited by limited by guarantee has a share capital. . or within one year afterwards. payment of the debts and liabilities of company contracted right before he ceases to be a member. of and expenses winding up. such amount £1. and the division thereof into shares of a fixed amount ' (s. 4). 3).' e. with " Limited " as the last word in its name The part of the United Kingdom. and of the costs. office of the ' (iii) ' (iv) ' (v) company is to be situate The objects of the company That the liability of the members is limited The amount of share capital with which the company . there will be a sixth clause identical in form with clause (v) of a company shares (s. whether England. clauses (i) to company limited by shares.

R. or in excess of them. but of the itself. L. Lord Cairns. the charter. and the mode and form in which the business of the company is to be carried on. — find. and the mode and form in which changes in the internal regulations of the comthe articles proceed to define the duties. and defines the limitation of the powers of a company to be established under the Act.L. 7 H.' . With regard to the memorandum of association. is not warranted by so done is the question will arise whether that which ultra vires. the pany may from time to the to time be made. goes memorandum of association. dum of association as the charter of incorporation of the rights and so accepting it and the powers of the governing bod)' as between themselves and the company at large. says I will ask your Lordships to observe the marked and entire difference there is between the two documents which form the title-deeds of companies of this description I mean the memorandum of association on the one hand and the articles of association on the other hand. of the charter of the company Nature of articles of association form JnSjL a code of regulations for the internal management of the com- The following extracts from the judgments in of the House Ashbnry Railway Carriage Company v. beyond that memorandum or find anything which it. . whilst the pany. They accept the memorancompany. the question will arise an act extra vires the directors whether that is anything more than but intra vires the company. is a violation of the articles of association. Riche (1875. 653). therefore. as has often already been pointed out. your Lordships will : . . keeping within the memorandum of associa- tion. With regard to the articles of association. company you find With regard still to the articles of association. ' which are the same as clauses (i) without the word Limited.THE MEMORANDUM OF share capital. is The memorandum of association and defines its powers. if With you is regard.C. it" anything which.' (ii) and (iii) of the memorandum of a company limited by shares (s- 5). as it were. . L. the ASSOCIATION' it n lias In the case of an unlimited company.. that that is.. show clearly the functions of the Lords ' memorandum. . not only of the directors of the company. whether or not a memorandum need only have three clauses. . those articles play a part subsidiary to the memorandum of association.

defeated. beyond the powers It was so held in ' the case of the East Anglian Railway Co' [see East Anglian Railway in this v.. says Lord Cranworth [in Hawkes v. we must look to the statute. that I. and upon Railway Acts. 36 Ch. as to all its powers. which on the face company. The former has prima facie the power to do with its property all such acts as an ordinary person can do. 675 (. in Baroness Wenloch v. which cases were approved ' House in Hawkes' case [see above]. as well as transgresses the fundamental law. in the other cases Eastern Counties Railway (1852). 11 C. ' statute. pose. and make (except in certain points) unalterable. it is a simple statutory Lture' [see per Bowen. ' stated to be settled law. of those provisions of the statute. were not held to be void. . The object and policy . J. in the same case. The memorandum of association is under that Act their fundamental. 331]. and to bind itself to such contracts as an ordinary person can bind himself to the latter is made up of persons who can act within certain limits. 775]. but in order to ascertain what arc the limits./)]. (1883).B. which prescribe the conditions these conditions to be expressed in the memorandum. ' . and a statutory corporation. and statutory corporations under the Joint Stock Companies Act of iS' There is a distinction therefore between a common law corporation constituted by royal charter. !>. for the best of all reasons. and I am unable any distinction for this purpose between statutory corporations under Railway Acts. . poration as defined in that Act. Eastern Counties Railway (1855). and (except in certain specified cases) their unalterable and they are incorporated only for the objects and purlaw poses expressed in that memorandum. when I say that a statutory corporation.L. by the purposes of its incorThe present and all other companies incorporated by virtue of the Companies Act of 1862 appear to me to be statutory corporations within this principle.12 SECRETARIAL PRACTJ* ' : ' E I only repeat what Lord Selborne. of it if would be liable to be a contract under the common seal.C. such as a railway company created by its special Act or a company incorporated under the Companies Acts. ultra vires of the its and delegated to directors or administrators. created is by Act of Parliament for a particular pur- limited.. The corporation cannot go beyond the ' to see ' . River Dec Co. at p. 5 H. .

413 Fine Cotton Spinners v. (1912). as part of the name. D. behalf of the money or goods purporting to be signed by or on company and in all bills of parcels. v. invoices. company in existence is in course of being and signifies its consent in such manner as the Registrar In deciding upon the name of a company. .' be obtained to the use of ' such words as Royal. promissory notes. 12 Times L. 8 (i) of the Act provides Name of Com P an ya company may not be registered by a name identical with that by which a company in existence is already registered.' &c. Brinsmead. D. it must not be ' forgotten that the written consent of the Home ' Secretary must Imperial. Registrar of name is calculated to deceive. 638]. and other in all bills of exchange. Ch. Brinsmead & Sons (1897). in England [Panhard 2 . official publications . word limited ') (i) painted or affixed conspicuously. or the use of the name after registration may be restricted by injunction [Huntley & Reading Biscuit Co. 3 K. And the Court will grant relief to a foreign company for a colourable imitation of its name in this country. are penalties for default and further. E. 17 Ch. ' in letters easily legible. 23]. endorsements. even where the foreign com- Palmer v.' ' Crown. (1901). A limited includes the company must also have its name (which.' name as to be calculated to deceive. and letters of credit of the company [s. or so nearly resembling that except where the dissolved requires. at p.R. 1 Ch. . . the Court will Companies (1912). 44 Ch. dricks v. cheques and orders receipts. which on its its business . 462]. The registration of the name may be prevented by injunction [Hen- Montagu (1881). 631. s. 513. as regards any bill of .' King. and. v. 1 Ch.R. 2 Ch. Panhard v.THE MEMORANDUM OF ASSOCIATION that ' 13 As regards the name of a company. el Levassor v. 678 Brinsmead & Sons v. 9 Times L. (1893). is The Registrar bound to exercise a judicial discretion in determining whether or not a not interfere [R. pany's notices. Thomas Kingston & Co.. pany has no agency Levassor Motor Co. unless his discretion has been wrongly exercised. of course. advertisements. seal (iii) on the outside of every office or place in (ii) engraven in legible characters mentioned in legible characters in all the comis carried on . 184 Kingston Miller & Co. There for .B. See also Tussaud Tussand (1890). referred to in re T. 63 (1)]. Cash (1907). 575].

i4 SECRETARIAL PRACTICE money or goods. A verbal notice to the company. The painting vehicles probably or affixing of the company's name on any amounts to a notice or advertisement within the meaning of s. order registered office be served on the ' ' and other legal process (s. memorandum is thus. or any person on its behalf. notice of its situation.g. 63 (2) (3)].B. see A director signing is that he acting for the ally liable. The word document includes summons. as required by the section.T. should be described the memorandum The as situate in England. notice. Otherwise he will be personthough the company's seal is affixed [Dutton v. or officer of a limited company. or vice versa. ings. e.R. of the company on bills of exchange. will. A summons in criminal proceed- must be served at the registered office. L. 62).B. Smeihurst (1909). although it may remove it from registered office. if the company fails duly to pay the same. such notice . 175. 285). 361 Some such form of signature as For the X. must state on the face of the document company. or order for ' any manager. and of must be given to the Registrar (s. one part of the country specified part. 6 Q. Company. 1 K. John Smith. 927]. or sending them by post to. ' but see Chapman v. Richardson (1902). As regards the any change therein. in the case of a it company whose in registered office at Swansea. Marsh . But the company cannot remove its registered office from England to Scotland or Ireland. is good [Wilson's [869). As to the use of the name p.' who signs or authorises the signing of such document in which the company's name is not mentioned. 63. 116). and il i> then a comj Ch. 20 L.it may .' should be used. promissory note. 1 In the absence of the secretary. of the withdrawal of an application for shares.B. the registered office (s. be given the registered office to a clerk in charge. 2 munication to the company [Truman's ca . Director. of the in the memorandum to another Wales is included in England for the purposes of clause 2 . is the place at which documents must company. cheque. any director. and not at a branch establishment [Pearks v. (1871). be personally liable to the holder [s. exchange. and they may be so served either by leaving them at. 1 K. as well as writs in civil proceedings.

v. although all the shareholders may assent to it [Ashbury Railway Carriage Co. 169 re Amalgamated . for by so doing it reduces its capital without leave of the Court contrary to the provisions of the Act.L. General words in the memorandum are held to be auxiliary It only to the primary objects of the company. or goes beyond the scope of. the objects clause. 745 (1905). the objects of the company must not include any that offend either against particular statutes or against the general law. or s. 2 Ch. company to transact business are limited to the objects ratification. 600]. and absolutely void and incapable of of a objects of the company. endeavour to find out what is the primary object of the companv. the memorandum. 7 H. in interpreting the memorandum. The objects clause usually includes the following words: 'To do all such other things as are incidental or conducive to the attainment of the above objects. 2 Ch. Everything which is at variance with. e. M\ Mines see also Pedlar v. 653]. but not enabling the company to carry on any kind of business .THE MEMORANDUM OF ASSOCIATION' 15 Objects. where the main object clearly set out in one paragraph. L.' Such . A company may have several objects. Road Block Cold Reefs (1902). the others must be taken to be ancillary. 17). It is better therefore to err on the side of saying too much rather than too little. Syndicate (1897). and will verify its conclusion by reference to the prospectus [re German Date Coffee Co. clearly and not implied by stringing together a series of vague powers. memorandum under 9 (see p. must be remem- bered that the Court will. giving wide powers to carry out that object. distinguishing the former case]. It is now the practice to state very fully and clearly the It must be remembered that the powers and purposes specified in the memorandum. it likes [Stephens v. A company by whose powers are too limited will experience great inconvenience in extending them by means alteration of the of reconstruction. 1 Ch.g. is ultra vires the company. Riche (1875). 427. As regards clause (iii). or any of them. Notwithstanding a paragraph in the objects clause to the each paragraph is effect that to be in no way is restricted by other paragraphs. (18S2). 20 Ch. D. yet.R. but they must be defined. a company cannot give itself power to purchase its own shares.

8 H. and are not meant to authorise a company to do any other things than those which have been previously declared to be the "objects" for which the company is established. Although. . as possible company has undoubtedly an implied power may be reasonably necessary to attain those In other words. D. as has been said above. 432]. 259]. London Financial Association v.L. 191]. Although the memorandum of association alterable. yet a considerable is primd facie un- number of alterations are permitted by the Act. reasonably necessary depends on the particular objects of the company.. a commercial corporation has such powers as are expressly or impliedly warranted by its conWhat may be stitution [Kingsbury Collieries (1907). 712 Johns v. and obtaining the written approval of the Board of Trade. Balfour (1889). Kelk (1884). As regards the share capital.C. But generally speaking they are used to exclude 1 Meg. is This implied power strengthened by the inclusion of general words such as those quoted above. to implication. yet a it is wiser to state fully little the objects of the company. and to leave as to do anything that objects. e. together with the various methods by which the capital clause Alterations. The change of name does not in any way affect any rights or obligations of the company. 138]. at p.C. and should never be ' ' employed. ' verbal or accidental error or uncertainty in the expressions applicable to those objects ' [per Bacon.16 SECRETARIAL PRACTICE words have been considered of importance [Simpson v. 107. but any words which attempt that may appear to give a company power to do anything advantageous are useless and misleading. all doubt as to whether a company has power to do such things. 8). whereupon the new name is substituted in the register at Somerset House for the old name and an altered certificate of incorporation issued (s. the directors of an ordinary trading company have an implied power to borrow for the purposes of the business of ' ' • the company [General Auction Co. 26 Ch. but to prevent failure in accomplishing those objects by reason of any merely . A company may change its name by passing a special resolution. 3 Ch.g. Westminster Palace Hotel (i860). V. Smith (1891). can be altered. this is dealt with in Chapter V. v. 2 Ch.

A company may clause also in certain circumstances alter its objects by passing a special resolution. These alterations in the objects clause may only be made so far as they are required to enable the company : (a) to carry on efficiently . or that their debts have been secured. The alteration contemplated by 1 (a) is one which will leave the business of the [re Cyclists' company substantially what it was before it Touring Club (1907). 269]. under existing (e) may conveniently or advantageously be combined with the business of the company or to restrict or abandon any of the objects specified in the cumstances. . its business more economically or more or or . and equitable as between members of the company it is not concerned to consider the wisdom or desirability of the proposed alteration [Jewish Colonial Trust (1908). 2 Ch. and that creditors entitled to object have either consented. be affected by the alteration. or been paid. in the opinion of the Court. to enlarge or change the local area of its operations to carry or cir- (d) on some business which. 287]. The matter is dealt with in s. Ch. may when the Court confirm the alteration after being satisfied that sufficient whose notice has been given to debenture-holders and to persons interests will. memorandum. Assuming that the Court has decide the is jurisdiction.THE MEMORANDUM OF ASSOCIATION or 17 render defective any legal proceedings by or against the company. 9 of the Act. (b) (c) to attain its main purpose by new or improved means . all that is fair has to whether the alteration . and presenting a petition to the Court for confirmation of the alteration. .

contained in the first schedule to the Consolidation Act. memorandum. and Table is A a model set of articles. 1909. signed by the subscribers and prescribing regulations for the company (s. Many still have as articles some modified form registered of the original Table A of 1862. no transaction which conforms to its provisions can be ultra vires [see Lock v. modified or rejected. there may. and may be altered by the as 18 . 1908. 461]. 10). which can be adopted. 1862. 1909. but before April 1. and there must in the case of a company limited by guarantee or unlimited. in the case of a company by shares. placed there by the legislature. company or its promoters may please.CHAPTER IV ARTICLES OF ASSOCIATION With Table A.C. as the the present Table A. so far as they are applicable. have some modified form of the Revised Table A of 1906. Queensland Mortgage Co. registered on the limited or after April i. be registered articles of association. A. And the same principle must apply to the revised Table A of 1906. 1906. the first regula- tions contained in Table A. weU The regulations contained in Table A (as any other articles) can be altered by a special resolution passed by the company (see p. In the case of a company limited by shares. are. (1896). if no articles are registered. 1. 25). the original Table A being part of the Companies Act. in the schedule to the Companies existing companies (Consolidation) Act. on or after October same as the current Table A. It has been held that. the regulations of the company. This latter Table A is for the most part the Others.

but more convenient for a company to own. but it may be found useful to notice some of the chief points which require special attention. i. and the additional expense is small. Black & While is well illustrated by the have articles of its Publishing Company (1901. be giving power for a special majority of a class to bind the class. necessary. convenient to provide for class meetings of shareholders. however. or by adopting an agreement already made between the vendors and certain persons as trustees for the proposed company. except with the sanction of a general meeting. and exclude Table A entirely . the quorum.ARTICLES OF ASSOCIATION Board of 19 Trade from time to time. 174). If any of the of the business vendors are also directors. A limit should be placed on the borrowing powers of the company. appointment. qualification. Large companies continue to have special articles small companies of their own. The length of notice required for a general meeting. Table A. to prevent the control of the company falling into the wrong hands. does not suit the requirements <>f all companies. must be carefully arranged. Full provisions as to the number. if made in the respective rights of the different classes. they should be protected. 118). It is Regulations as to proxy voting should be made. may adopt Table generally speaking A it with is or without modification . retirement. The articles should provide for the purchase by the it is company formed to acquire. Table A with modifications. e. whether by entering into an agreement already prepared but not executed. hybrid articles.e. 1 Ch. so as . Provision should be for the made for a minimum subscription and commissions for underwriting. that the amount borrowed must not exceed the of payment amount of the nominal capital. should be specified and the voting powers of members. so that variations may.g. remuneration. and the conditions under which a poll may be demanded. whether on a sliding scale or otherwise. and removal c 2 of . The danger of case of Fisher v. but the last-mentioned alteration shall not affect any company registered before the date of such alteration (s. Articles of association contain for the most part the same Contents of Articles provisions. disqualification.

ample powers of delegation given. Salmon (1909). and. is often useful. usually inserted as a reminder of the provisions of the statutory law (ss. 442]. In other words. and. &c. articles' may or may not be equi- valent to [Quin & Axtens v. at board meetings may be fully regulated. may be advisable in each it should be provided that interim dividends may be paid. in practice. these may be constituted by minutes of the board. 293. a company than its may have 'regulations' other articles. that no larger dividend may be declared than is recommended by the board. or by resolutions carried in general meeting. desirable For the Stock Exchange requirements as to association. Where a director is to be appointed by a general meeting. It is usual to insert a provision empowering a director to contract with the company. 113).' where oci mis in the articles of a company. simply reproduce to insert them. and that no dividend shall bear interest against the company. It is desirable to give the board power to form a reserve fund. Articles of association commonly contain many clauses which Amongst the regulations as to payment of dividends. Provisions as to accounts and audit are. AX. other than liabilities directors should be due to the directors' wilful act or default. 303. are given on may be ' pointed out that the word ' regulations. if necessary. for the sake of completeness. although. regulations as to the appointment. subject to whatever special conditions case. Such clauses are of course it is surplusage.20 SECRETARIAL PRACTICE made. subject to the restrictions that he must disclose his interest and may not vote in respect of such contract. articles of A number It of articles. of one or more managing directors. dealing with points not covered p. 112. by it Table A. statute law. The articles form a code of regulations for the internal management of the . it should be provided that due notice of intention to propose any candidate other than one recommended by the board must be given to the company. The powers of the directors should be specified. which will be found useful. Proceedings in most cases. A directors' indemnity clause against liabilities incurred in the conduct of the company's business. see p.

ir. which. has no implied power to borrow money. 14 (1) of the Act provides of Articles - that ' the memorandum and articles shall. for example. his heirs. or by any to specified majority of the shareholders. for the alteration of those rights. it is clear that an article giving the directors power to borrow will be wholly inoperative. to take a simple instance. the S.L. Cork Co. if the memorandum of a company and defines the rights attaching to different classes of shares. or to inspect the company's books. therefore. would be wholly inoperative. The respective functions of the two documents are clearly described in the extract from the judgment of Lord Cairns. the company and members thereof to the they respectively had been signed and contained covenants on the part of each member. L. The to be legal effect of articles of association. cited on p. as a whole. them by statute. 308]. for an article defining the powers of directors to clothe them with a power which the company itself does not possess. contains no provisions whether by reference to the itself articles of association or otherwise. (1900). an article purporting to deprive them of that right is invalid [Peveril Gold Mines (1898). whilst the memorandum is the charter of the company and defines its powers. shareholders having in certain circumstances a statutory right to present a winding-up petition.' and this section as judicially interpreted the i-^ when registered. not being a trading company. dissenting shareholders shall not have the rights given them by 192 is invalid [Payne v. it is useless for the articles to provide that those rights can be altered by special resolution. and therefore a provision in the s. In the same way an article seeking to take away the right of shareholders to requisition a meeting. extend the powers of the company. It is useless. bind same extent as if and sealed by each member . Riche (1875. 122]. Again. has not in its memorandum taken a power to borrow. 1 Ch. requires Legal Effect clearly understood. subject to the provisions of this Act. if a company. 653). The provisions of the articles cannot. Thus. 7 H. Neither can the articles deprive members of rights given articles that. executors. Similarly. in Ashbury Railway Carriage Company v.R. 1 Ch.ARTICLES OF ASSOCIATION- 21 company. and administrators. to observe all the provisions of the memorandum and of the articles. in case of a reconstruction.

true that in Wood v. position appears As between the members themselves the It is to be different. and a series of decisions has firmly established the proposition that the company is It is to be observed that the similarly bound to the members. said that the articles of association of a company constitute a contract not merelv Company between the shareholders and the company. 636). company acts in contravention of the articles. A. and Lord Herschell. J.C. the statute inter se . a member can sue the company if the purposes. p. Odessa Waterworks ' (1888. as have said. any 1 liability created by the express terms of the statute but. D. 42 Ch. ' 315). in effect went on to say The articles thus become a contract under sea] by each member of the company his rights.. Saffery (1897.22 SECRETARIAL PRACTICE on the point. and regulate affect They cannot. although a member. with the company under seal. 23). diminish or . it is clear that the members are bound to the company. e. or to enforce a lien. but between each individual shareholder and every other. after stating the words of the section. or for many other Similarly. in Welton v. relationship of the member to the company is more than a simple He is bound as though he had covenanted contractual relation. rights "I the members (or does not purport to settle the it leaves these to be determined by the articles the articles and memorandum together). he acquires rights other principles apply (see (2) in another capacity. When. The practical result is that the company can sue a member to enforce the obligations of the member to the company under the articles.' But the words of the section hardly bear the construction that each shareholder has contracted with every other shareholder. Thus the companv can sue a member for calls. in respect of which a member articles. in forfeiting the effect as between the shares without complying strictly with the relevant terms of the The rights. 3. . can sue the company are the rights merely with which he is endowed as a member of the company. at : p. Stirling. chief source of information The questions which : require to be considered is may be stated as follows (i) What company and the members ? between the members themselves ? (2) What is the effect as the effect as between the company and outsiders ? (3) What is (1) As between the company and its members. even as a director. of course. however.g.

L. 9 C. stated the effect of the article as being that. as between himself and another member. this the gave the promoter no right whatever to recover them from company [Melhado v.P. but only with the shareholders. by the articles between one member and by the it another. articles do not any the less. in Eley v. there was an article providing that the )laiutiff should be employed for life as solicitor to the company and should only be removable for misconduct. he . It was held . any right beyond that which . (3) one member cannot in general sue another in company must do articles do seems to be relationships with the As between the company and outsiders the not constitute any contract whatever. in my opinion. Similarly. who were not damnified.R. And this even in the case of a member in company It arising otherwise than purely through membership. regulate their rights Such rights can only be enforced by or against a inter se. it amounted to an agreement between the parties to it to employ the plaintiff. The effect of the article was merely an agreement by the company with each individual shareholder. the articles being an agreement inter socios. 1 Ex. D. but the for him. is that. was long ago held that where the articles of a company pro- vided that the preliminary expenses should be paid by the company. or through the liquidator representing the company but I think that no member has. 88). and that there is no contract in terms but the between the individual members of the company .' there being no contract constituted The point. Porto Alegre Railway Company (1874). I think It is it was intended to permit perfect freedom in this respect. the contract with the company gives. true. This being an agreement to which the plaintiff was in no way a party. quite true that the articles constitute a contract between each member and the company.ARTICLES OF ASSOCIATION 23 which are the social contract regulating those rights. then. although their mutual rights are regulated articles. member through the company. respect of a violation of those rights. 503]. I t that he could not sue the company. Lord Cairns. and that the company would pay the preliminary expenses the company failed to do so there was no breach of contract if with the promoter. Positive Life Assurance Company (1876. in the Court of Appeal. He acted for some time and then the company discontinued the employment.

the company and the secretary act as contemplated clause. If a man is appointed by the articles secretary or solicitor of a company. it is true. the contents of the articles [Griffith v. the Courts will treat them as though they by the had entered into a contract in terms of the clause. 6 Ch. D. Articles of association are public documents. it appears that the latter of these two elements must The principle of the decision is not. but he is not bound to do more than make Paget (1877). binding on the members or else a it is mandate to the directors in either case a matter between them and the plaintiff. strictly be excluded. cases in which this principle has been acted on. what terms he if is serving.24 SECRETARIAL PRACTICE of action had no right upon is it. wholly apart is articles. sa} r . each individual member and each of his fellow members in view of Lord Herschell's words in Wellon v. He in is en- presume that the directors are acting Lawfully what . The hardship of this decision is more apparent than real.' Lord Cairns meant. apparently. and a person company will be deemed to know and understand . There have been many and in some of them the individual was a dealing with a director. although the articles do not can be ascertained from them upon Or. that the contract was between the company and each individual member. ' This article/ he says. no binding contract by the company The prudent and the or the members to employ him as such. Saffery (mentioned on p. to put the matter in another way. and also between but. there is. and a person appointed by the articles has in fact been employed is as. secretary. it that. and then his position clear. the directors and shareholders and not . usual course is for a contract to be entered into it is between the company and from the the individual desired to employ. the view taken by the Courts constitute a contract. not then the person contracting with the directors see that titled to all bound to these preliminaries have been observed. affected by the exclusion. ' is either a stipulation which . 22). Even if no contract has in fact been entered into. however. 511] sure that the proposed dealing ' is not inconsistent with the company's regulations. If the directors have power and authority to bind the comto pany bul certain preliminaries are required the part of the begone through on is company before that power can be duly exercised.

if there is an ambiguity. and a person of a of is who becomes a member company must be taken to km >\v that the continued existence any articles upon which he relics upon taking up membership dependent upon the will of the statutory majority required to effect an alteration. to be stated in the memorandum.' * liability to alteration is a statutory incident annexed to the articles of a company. App. D. Old Bushmills Distillery Co. at p. which provides that Subject to the provisions of this Act and to the conditions its contained in tion alter or so memorandum. D. W. A striking instance of this jontein to be found in the case of Moseley v. See also Adair v. was reversed by the Court of Appeal. 24).: ARTICLES OF ASSOCIATION they do' [per Selwyn. 382. on appeal. 1911. on consideration in connection with the article in question of another article which does not appear to have been brought to the notice of the Court below. and. 13 (1) of the Act. 73). visions as to voting powers. and be subject manner to alteration by special resolution. which of the widest de- scription.. 7 Ch. 4 Ch.N. articles [Wedgwood Coal and Iron may be permitted to explain the memorandum power is [Capital Fire Insurance Association (1882). 21 Ch. memorandum and the memorandum must prevail Anderson's Case (1878). company of its articles. The interpretation of articles is 25 of Ireland (1869). In respect of matters which the Act does not require 75]. but is also at the whole set. not only at the other To articles of the same group. a company may by its articles if . the In respect of matters which the Act requires to be stated in memorandum. 469]. lutely safe unless Accordingly no shareholder can be abso- control of three-fourths of the voting power. Reference has been a made above to the of alteration by Alterations. is conferred ' by s. a matter which involves the Interpreta- most careful attention. Koffy- Mines (1910. (1908. 2 Ch. where the decision of the Court of first instance as to the construction of an article. article. This power. it is discover the true meaning of an frequently necessary to look. 1 Ch. 209].J. special resolu- add to and any alteration or addition made The shall be as valid as in like originally contained in the articles. L. when there is an inconsistency between the the articles. by some means or other he has secured the Hence the prowhich sometimes find their way into . the Co. Land Credit Co.

reference may be made to Andrews v. or oppression of. There is another limitation on the power of alteration of articles. was held to be validly compelled. fide in the interests of the it company as a whole was rights . It has been pointed out above that alterations of the articles purporting to enlarge the powers of a company. however. to submit to a distribution of profits on a reduced basi<. : the contract.g. . the House of L negatived the proposition that the prospectus formed part of (1906. the minority. but the Court held that the article was to that extent invalid. 1 Ch. Company D. 1 Ch. even though retrospectively affected existing and to British Equitable Assurance Company v. having no authority under memorandum or articles to create any preference between different classes of shares. It contract was held as long ago as 1879 that a company cannot In Walker v. 524). 35). may alter its articles so as to authorise by way of increase of capital James Colmer (1897. Baity where a policyholder in the participating branch of an assurance company having power to alter its by-laws. it must not be forgotten that the power must be exercised bond fide for the benefit of the company as a whole. and the holders of the remaining shares one vote for each share. or to deprive the members of a statutory right. 705). who had taken his policy on the faith of a prospectus which stated the practice of the company as to the distribution of profits. As where its illustrating the extent of the power of alteration. a company cannot by altering its articles justit'v a breach of contract in the case just cited. which shows that voting rights conferred by the articles can be altered without restriction to Allen v. London Tramways itself out of this power. was held that a company. None the less. (12 Ch. Bearing in mind that any alteration of articles involves the binding of a minority by a majority. A. and no fraud on. Gas Meter Company it (1897. will be permitted. alteration made bond valid. 656). 1 Ch.. by an alteration in the by-laws. a particular its article dealing with the reserve fund was by own provisions declared to be unalterable. that the holders of certain shares shall have four votes for each share held by them. where it was held that an the issue of preference shares to .C. or want ood faith on the part of the majority. are invalid. 361). Gold Reefs (1900. 26 SECRETARIAL PRACTICE e. the articles of companies.

are required for other purposes. Say.000 must be impossible It is as against shares 901 to 1. under penalty. any 18). but restrain the it is equally clear that any Court would company from as it would fide for result in grossly unfair a helpless minority. upon the resolution.000.' he says.ARTICLES OF ASSOCIATION 27 A fictitious case. to improve the articles and bring them up to date. to send to of a any member. make careful note of matters in and which the articles of his company appear to be defective the opportunity should be taken. a special resolution that shares 1 to 900 shall for the future have of much dividend as shares 901 to 1. . that there are one ' ' thousand shares twice as £10 each ranking equally for dividend. L. on his request and on payment by him one shilling. in his well-known book. (s. inasmuch and oppressive treatment of Such a resolution would not be passed acting company as a whole. put by Buckley. A company is bound. when meetings of the company bond the benefit of the A secretary should always . not exceeding if sum a copy of the memorandum and of the articles.' obvious that it is theoreti- cally possible for the statutory majority of shareholders to pass such a resolution.J.. will suffice to illustrate this.

reorganisation of capital (s.000. cancellation of shares (s. Thus a company may have a nominal capital of /ioo. divided ' into 100.000 shares of £1 each. a increase it such amount as company may.ooo. since neither of these is necessarily identical in amount with the nominal capital. amount ' is subsequently increased. The capital clause. the issued capital is £60. 41). consolidation of shares.000 and the capital paid up £45. and reduction of capital (s. clause of a of (commonly the limited company must state ' the amount ' share capital with which the company proposes to be registered. being one of the conditions of the memorissued 15s. (s. 46). or with the other. and also rendering unlimited the liability of directors increase of pi a ' 61). is The amount or to which that called the of capital with which a company registered. if authorised by the issue of new shares of Such increase need not thinks expedient. its capital 28 .000 shares have been been paid on them. increase of capital. or the authorised capital.CHAPTER V CAPITAL AND SHARES As has been seen in Chapter III. per share has and andum. If 60. conversion into stock and reconversion into shares. to the extent for made in the 7). 3). subdivision of shares. a fifth) in the memorandum of association by shares. and the division thereof into shares of a fixed amount (s. can only be altered which express provision is in the mode and Act (s. As regards by its articles. is generally ' nominal capital. The alterations so provided for are increase of capital. of the ' company. The phrases issued capital and paid up capital must be distinguished. 45).

D. a special resolution is necessary. Duty must be paid on the additional . however. and they resolved to exercise the power to the extent of £2. The articles may require a special or extraordinary resolution. consolidate . Watson (1885). by the memorandum [Andrews the Gas Meter Co. W. Table B). if authorised by its Consolidation. company is divided [Ashbury v. Dexine Co. The statute does not prescribe any particular form in which this (i. general meeting. App.C. A form of resolution will be found on p.800.000. 191 1 A. nor [re is it 29 a power therein effective must be authorised by framed do not sanction such increase they must be altered by special resolution before it can be effected. 82]. and the articles as originally ' ' ' ' 1 Ch. The shares to prejudice in increased capital must not be created fixed the rights by the memorandum attach- ing to the different classes of shares into which the original capital of the 376]. an ordinary resolution necessary. 130. Where a resolution was passed giving the directors power to increase the capital by £5.000. (1903). 73 .Argentine Tramways (1909). Koffyfontein Mines (191 1). Notice of any increase in the capital beyond the registered capital must be given to the Registrar within fifteen days from the date of the passing of the resolution by which such increase has been authorised.B. L. if but the articles. The memoranda. (1897). 9 Ch.! K. 30 Ch. If the regulations of the company do not authorise consolidation.e. 361]. Preference shares unless forbidden may be issued by way of increase of capital v. at p. 409] with or without the sanction of a If the articles do not require a special or is extraordinary resolution. 1.000 it [Aitomey-Gencralv Anglo. I.000. and divide all or any of its share capital into shares of larger amount than its existing shares. or may give the directors the power of increasing the capital [see Mosely v.. capital (Sched.000. company may. See p. a give powers which permit of this being done.N. of most modern companies to consolidation. all that is The Stock Exchange require the power to be vested in the company in general meeting. 1 Ch. one to alter the articles As articles. 271. was held that duty was payable on the whole £5. but two special resolutions. Campbell's Case (1873). the increase of capital) is to be done [per Lord Selborne. 21].CAPITAL AND SHARES be authorised by the memorandum.C. 677].

App. 1]. 9 Ch. Stock from shares ' that shares are not necessarily paid up. that Shares in a company. . App. as can only exist in the paid up state. ently of that. and the conversion authorised by two other meetings. It is. A special resolution passed and confirmed in the usual way will suffice [Campbell's Case (1873). and fractions of £1 are not generally allowed to be dealt with. however. only convert all or any of its paid-up shares and reconvert that stock into shares of any denominWhere the ation. ' in fact. . 1]. 9 Ch. Notice of the consolidation must be given to the Registrar (s. ' of the number of (s. simply a set of shares put together in a bundle in [per Lord Hatherley. But as regards stock. and the other one Case (1873). L. split up into as many portions as you like. as must also notice of reconversions (s. Warrants to bearer 'may_be issued in respect of stork. fractions into stock as soon as they are paid as paid up. are not affected by their conversion into stock. and the of the capital as is converted into stock list of members to be forwarded to the Registrar. .' ^ Shares are not necessarily converted . it possesses all the qualities of shares. or as not paid ' of less than a pound.42). will suffice [Campbell's Conversion and re-conversion. differs by each member instead in this respect.30 SECRETARIAL PRACTICE to authorise the consolidation. Notice of the conversion of shares into stock must be given to the Registrar. 7 H.R. all the provisions of the Act which are applicable to shares only shall cease as to so much and the register. 717. A company can amount shares of stock held 43). power is not so given. After conversion and notice to the Registrar. . is Morrice v. need not be passed . cannot be bought in small fractions of any amount. at pp. 725]. 724. it is not necessary to have the articles varied at two meetings. Independ. if it is authorised by its articles to do so. Stockholders have usually the same rights as regards dividends ami voting as Preference ami other rights in ros}>ect of si shareholders. Stock ordinarily transferable in the but sometimes a minimum amount of stock same manner as shares. 42). up they may exist either up shares.L. shall show the into stock.' shares. Aylmer (1875). but the consolidated stock of a company can be bought just in the same way as the stock of the public debt can be bought. is fixed. and subdivided into as small fractions as you please.

but only unissued shares can be cancelled. 41 (2)]. any preference or special privilege attached to any class of shares is to be interfered with. however. which can only be exercised if the company is so authorised by its articles. copies of the contain the alteration [s. It is really a method of reducing the nominal capital without the smaller amount. holding the required three-fourths. or any of them. be exercised by special resolution [s. applies only to shares which have not been taken or agreed to be taken. in order to bind the class. sanction of the Court . may he converted into stock. power can be only exercised if The power must the company is so authorised by its articles. namely (a) the consolidation into one class of shares of different classes . but the proportion between the Cancellation. may be subdivided into shares of amount paid and the amount. unpaid on each reduced share must be the same as in the case of the original share. if preference and ordinary shares are to be consolidated into one class. In the case of any of the alterations in the memorandum dealt with above. The shares of the As regards subdivision. issued afterwards must under Reorganisatlon " The power s. and (b) the division of shares of one class into shares of different classes [Palace Hotel (1912). Ch.CAPITAL AND MIA RES . of a company to reorganise its capital 45 of the Act is limited to two methods of reorganisation. e.g. 31 shares must first be issued Stock cannot be issued direct and then. when fully paid. must approve the resolution. be a resolution passed by a majority in number of shareholders of that class holding threefourths of the share capital of that class and confirmed at a meeting of shareholders of that class in the same manner as a special resolution of the company is required to be confirmed. 438]. memorandum 41 (3) ]. 2 Ch. But the direct issue of stock of a long time may 1 an irregularity which after the lapse be waived [Home and Foreign Investment is Corporation (1912). company. there must. The power of cancellation of shares. vision in the articles No pro- authorising reorganisation is necessary. or whether it means that a majority . by the company passing a special resolution by a petition to the Court for confirmation.' Whether the section means that an absolute majority in number but it is effected which is followed ' of the shareholders of the class. 72]. if any. Where. this Subdivision.

72-74). provided so authorised by its articles. that this procedure rights are determined only applicable where preferential [Australian Estates by the memorandum. or by special resolution. (b) either with or without extinguishing or reducing on any of its shares by cancelling paid-up capital which and (c) has been lost or is unrepresented by available assets either with or without extinguishing or reducing liability on any of its shares. 46). forfeiture by surrender off (see pp. and the nominal capital (s. Ch. 414].32 SECRETARIAL PRACTICE has not yet been decided. (1903). is of those present will suffice. be effected without the sanction of the Court. 47). shares not taken And where as altered the articles of a company. by s. Reduction. however. however. and see If the original articles do not give the be altered in the usual way by special resolution. of shares or for e. 82]. authorise it. or agreed to be taken may be cancelled. D. it Reduction of capital is is effected by the company. 166]. thus reduced without application to the Court P. The precise procedure to be adopted to effect a reduction depends upon whether or not the reduction involves either the diminution the memorandum is ineffective [re of liability in respect of unpaid capital. 41 . (1886). by paying off any paid-up share capital which is in excess of the wants of the company (s. or the return to shareIf either of these is holders of paid-up capital. A power to reduce contained only Dexine Co. although the Act par(a) ticularises three ways. power they must first and the special in resolution for reduction subsequently passed [Patent Invert Sugar Co. provided they hold the necessary three-fourths. paying paid-up capital out of accumulated the paid-up capital being thereby decreased and the unpaid capital increased . In certain instances there is a practical reduction which can . 46. by petition for an The power to reduce or reducing may be exercised in any way whatever. and then applying to the Court order confirming the reduction (ss. involved. creditors . It has been held. 31). W. liable to be called up again. as originally framed.g. 31 Ch.N. passing a special resolution for the reduction. and not where they the articles are 1 determined by (1910). Further. 40 provides profits. namely its by extinguishing the liability on any of shares in respect of share capital not paid up liability . such capital is.

. 52). any managing director. in the cases where. interest of S. On confirmation by the Court of the reduction. 22 of the Act provides that the shares or other any member in a company shall be personal estate.' Shares. In practice the company must. memorandum by rendering unlimited the liability of directors or managers. Copies of the memorandum issued after the registration must embody the minute (s. But in the is more common case where paid-up capital has been lost. frequently dealt with . 51). and an approved minute showing the amount of the reduced capital with its division into shares. and shall not be of the nature of real estate/ and also that each ' share in a company having a share capita] shall be distinguished by its appropriate number. or. must be produced to the Registrar for registration. being personal property. a copy of the order of the Court. 48). as creditors are entitled to object.' and use those words as part of its name until such date as the Court may fix (s. An affidavit by the chairman of directors commonly sets out the history of the company and the circumstances leading to the present position . We have seen that the memorandum must ' state the amount Shares. shown above. ' from the date of the confirmation of the special resolution. One month from the date of the order confirming the reduction is the date if commonly fixed. is dealt with in 61 of the Act. pass on death to the executor or administrator of the deceased in trust for the legatees or next of kin. add to its name the words and reduced. from the date of the presenta- tion of the petition. The power to alter its its of a company. creditors are not prejudiced. or of s. if unrepresented by and can only object the Court so directs. of share capital and the division thereof into shares of a fixed amount.CAPITAL AND SHARES are clearly affected 33 and may object. and the reduction only takes effect from registration (s. or available assets. as far as need be. by an accountant whilst the secretary should depose to the due calling of the meetings of the company. transferable in manner provided by the articles of the company. so authorised by its articles. The petition is supported by affidavit evidence. the figures are.

but if it is provided by the memorandum that the holders of preference shares shall be entitled out of the net profits of each year to a preferential dividend at a certain rate. A ' Preference.g. may be divided into any number of classes. in respect These rights are entirely separate. or if the memorandum and articles on the subject. but the right of voting power.g. 120. provided for it is i. and the of preferential rights as to dividend. then such dividend not cumulative [Staples . 1 Ch. is v. 361]. Steel Brothers (1901. 376] in the case of a scheme of arrangement under s. except unalterable [Ashbury v.e. the conferred . the rights are subject to alteration. 45. Eastman Photographic Mat Co. 426]. Ch. Primi facie where a preferential dividend is . 20 Eq. similar right in be of any kind. and are therefore not within the order or disposition clause of Bankruptcy Act. 30 Ch. 87]. e. possession. e. The preferential right generally in respect of capital and of dividend. Shares defined Q f eac h class If may be divided into may be defined by different classes.T. Palace may Theatre (1893). Where capital is reduced.g. gives no the distribution of capital [Simpson v. (1904).34 SECRETARIAL PRACTICE They are choses in action. Ordinary. ' [Andrews Shares v. 11 A. 44 [Colonial Bank v. Classes of Shares. but the Court can sanction any reduction it . is ' B ' Preference.C. accordance with the articles. If defined are both silent effected in by the articles. 556] in one year can be paid out of the profits of a subsequent year cumulative [Webb v. 2 Ch. 1 Ch. Watson (1885). For a discussion as to the precise nature of a share. the presumption is that the 1 to be borne as between classes of shareholders in the same way as loss of capital. or by special resolution Gas Meier Co. and the rights the memorandum rights or articles. (1896). Whinney (1886). 279). Old Bushmills (1908). see Borland's Trustee v. s. e. 69 L. are by the memorandum. and the interest which its possession gives to the shareholder in a company. and so forth. W. 24]. 70]. or [re where the memorandum Incandescent itself also authorises 1 alterations Welsbach Co. before the ordinary shareholders receive anything . Pre- ferred.N. D. 1883. or reorganisation of capital under s. 303 see also Adair v. (1897). a deficiency Earle (1875).

and there is nothing to prevent the premium being treated as profits . A. it reduces its capital in a manner not Membership. A company may not purchase its own shares [Trevor v. or if The register.C. or used to create a reserve fund. CAPITAL AND SHARES thinks fair. 98]. Restrictions are..' As ever. if may on be rectified. 42 Ch. a commission may be paid subject to the conditions mentioned in s. 1 Ch. or are not. Shares may be issued at a premium without any special authority. is No one can become a member until his entered on the register. and some of their characteristics it becomes material to consider how membership of a company is constituted and who may be a member. 8. the allottee cannot get rescission when once his name has been registered . however. A power in that behalf reserved by the articles would be void. he has become a member the amount unpaid on Co. and so. If shares are issued at a discount. ' : shall be a member name it. D. 85). 524]. [re when given by the articles James Colmer Shares must not be issued (1897). authorised by the Act. it would appear. 89 of the Act (see p.C. but whether shares offered for public subscription. Roper (1892). v. of the company. would such a power in the memorandum (same case). If a company purchases its own shares.. of shares The general nature having thus been briefly noticed. 409]. and it has been held that these are alterable. The agreement to take shares is therefore the true test whether a person is a member ofthe company. 12 A. 24 of the Act defines a member thus (1) The subscribers of the memorandum of a company shall be deemed to have agreed to become members of the company. and remains so with a liability to his shares [Railway pay Time-Table Publishing ex parte Sandys (1889). S. howon it which ought not names are not on it which ought to be on names are (see p. with theconsequent . see p. it is employed as capital. 77). and whose name is entered in its register of members. usually. to be it to subscribers. and on its registration shall be entered as members in its register of members (2) Every other person who agrees to become a member of a company. 35 Special voting rights can be attached to different classes of shares. Whiiworth (1887). 125] . at a discount [Ooregum Gold Co. of the company.

. sometimes even in not so authorised. Under Table A. He may apply for shares either perby agent either in writing. . joint One joint holder cannot transfer shares registered in the holders names of all the [Barton v. Under the Bodies Corporate (Joint Tenancy) Act. 616]. Dividends are usually paid to the and under most articles any one of joint holders may give effectual receipts for such dividends. liability in respect of shares not (3) by a surrender or forfeiture of his shares. a shareholder by transfer. . 112. and such a provision if valid. and where shares are taken payment of a debt [Lands Allotment Co. North Staffordshire Railway [\>^^ . be given to the cl. body corporate is placed in the same position as an individual first as regards joint tenancy. 1. and the transfer of shares in a name of. or . delivery. Some companies. one year a contingent . however. right of voting 61).g. though in this case he (i) still member remains . either by taking no steps to have his name removed from the register. although his estate transferring his retains for fully paid on death. (1894). is A company linn's not bound to accept a partnership as the holder of shares in the firm's name. 1 Ch. That person also usually has the cl. given to him by the articles (see Table A. A shareholder ceases to be a ruptcy or lunacy. Subject to the regulations of the company. notices directed to members are given to the person named first in the register. and the articles usually first provide that the certificate shall be delivered to the person named a in the register. and registered in the is names two or more persons jointly. person named in the register. and most articles. although he may have originally made no agreement to take shares and he may become sonally. provide is that persons of a certain profession shall be eligible as shareholders. . Who may hold Shares. or byword of mouth he may contract to take shares. or by his conduct in attending meetings and so forth. as a vendor or an underwriter he may be estopped from denying the agreement. e. not accepted by the Stock Exchange as good But shares may be allotted to. its A corporation may hold shares articles. anybody may only hold shares. authorised to do so by if own memorandum and e.g. s. bankliable (2) on shares to another person.36 liabilities of SECRETARIAL PRACTICE membership. 1S99. Upon the death of a joint holder his interest passes to the survivors.

458]. and see Bloomenthal iCh. otherwise the liability joint only. 1 Ch. 833].C. A. deny that the shares are so paid up [Burkinshaw v. as against a bond holder without notice. 3 Q. 618].' estops the company from denying that the person is the title to whom Bahia the certificate to granted shares is the registered shareholder entitled in the specific included . A. Bath Electric Tramways (1905). 3 A. 496]. (191 1). [re Railway (1868). found on pp. company. It is not a negotiable instrument.C. with counterfoils. certificate to be correct. got it from a bare legal owner any right against those equitably entitled x. the holder of show that he acted on the certificate [Dixon Kennaway (1900). 584 (1893). 1 Ch.B. 1004 . If the company refuse to do raise a case of estoppel against the it To something which.CAPITAL AND SHARKS 38 Ch. assuming the to have done. Balkis Company Tomkinson. Certificates should be issued from a Certificate Book. [Shropshire Union Railways and is to obtain the signature of the person to whom the certificate issued. D. 156 . Section 23 of the Act provides that a certificate under the Share common of the It seal of the company specifying any shares or stuck. 7 H. care being taken to fill in the counterfoils fully. Ford (1897). nor a it warranty of title on the part of the company issuing x.C. Coasters.L. 86]. The Queen L. and the Stock Exchange forbid any . Forms of Share Certificate will be 2). It is 37 joint holders sometimes provided that the of a share shall be severally as well as jointly liable for the pay- ment of all instalments is and calls due in respect of such share ' .K. 1 Ch. 646]. Certincates « held by any member shall be prima facie evidence of member to the shares or stock. If [Longman the certificate describes the shares as fully paid. v. p. and 311 (Forms I and 313 (Form 3). it ought can be sued and the measure of damages will be the value of the shares at the date of the breach of duty [Ottos Kopje Mines (1893). 396]. Nichols (1878). the fide company cannot. The rule does not of course give the holder of a certificate who has (1876). the certificate v. the shares must x. 309 and a form of Fractional Certificate on for the original share certificate No charge is usually made issued to a shareholder.

. The important subject of the transfer and transmission of one. 7). and a guarantee • by a person is standing should be insisted upon of Declaration but. but if SECRETARIAL PRACTICE worn out or lost it is usually renewed on payment of a shilling (see Table A. and cannot be mortgaged or charged in any way. Other incidents connected with shares are treated in Chapter VIII. an indemnity should be obtained from the shareholder by the company. determine that any portion of its share capital which has not been already called up shall not be capable of being called up except in the event and for the purposes of the company being wound up.38 charge. a statutory of declaration verifying the loss. cl. by special resolution. Before the issue of a In general new certifi- cate to replace one lost. By sec tion 59 of the Act a limited company may. A suitable form and Indemnity will be found on p. The effect of this is that the capital referred to is only available in winding up. if the account a small Reserve Liability. a letter of indemnity should be sufficient. 314 (Form 4). ' ' shares is dealt with in Chapter VII. . The certificate should be marked Duplicate on its face.

a company of which the first ment oI Business. 81 (7). circular. 80. advertisement. certain formalities must be complied with. These requirements are as follows 1. must comply with where Publio ue the relevant requirements of ss. containing the particulars Prospectus.' to the The word is accordingly not limited formal document known as a prospectus. however informal. The prospectus. inviting them to subscribe. S.i-. A prospectus must be prepared. A prospectus is defined by s. in other words. but includes any document. provides that a circular or notice to existing members or debenture holders. 81. . is not an offer to the public. even though the members or debenture holders may have the right to renounce in favour of other persons.CHAPTER VI PROSPECTUS AND ALLOTMENT Before a newly incorporated company (other than a private company.. as to which see Chapter XX) can commence business or exercise its borrowing powers. companies may be divided companies which issue a prospectus on or with into two classes reference to their formation. . or other invitation. if issued by or on behalf of a company. or ' 39 . 285 as any : . ^ - : ' prospectus.. which offers to the public shares or debentures of the company. and companies which do not. or. notice. Whether or not a particular document amounts to an invitation to the public to subscribe is often a difficult question of fact. For this purpose. however.i active step is to make a public issue of shares. required by law. offering to the public for subscription or purchase any shares or debentures of a company. 85 and 87 of the Act before commencing business. A company which issues a prospectus on or with reference to Commenceits formation.

remuneration of the directors (c) (d) and the names. and addresses of the and number of shares subscribed for by them respectively and the number of founders' or management the . fixed by the articles as the number of shares.or partly paid up otherwise than in cash. . if any. and addresses of the din and or proposed directors the minimum subscription on which the directors may proceed to allotment. and the nature and extent of the interest of the holders in the property profits of the (b) and company if . interested in the formation of the company must 81 (i)] : (a) the contents of the memorandum. descriptions. as full). vious allotment made within years. which is to be paid for wholly or partly out of the proceeds of the for iss offered by the prospectus. or agreed to be issued. the amount offered for subscription on each pre- (e) the two preceding and the amount actually allotted. with the names.40 SECRETARIAL PRACTICE of by or on behalf any person who is or has been engaged or state [s. or proposed so to be purchased or acquired. and the amount payable on application and allotment on each share and in . signatories. or purchase or acquisition of which lias not been completed . . the case of a second or subsequent offer of shares. descriptions. if any.it the date of issue of the pros and the subscription . and in either case the consideration for which those shares or debentures have been issued or are proposed or intended to be issued (/) . and any. the qualification of a director. or deferred shares. paid on the shares so allotted and the number and amount of shares and debentures which within the two preceding years have been issued. and the amount. and the names and addresses of the vendors of any property purchased or acquired by the company. in the articles as to the and any provision . and in the latter case the extent to which they are so paid up.

or for procuring or agreeing to procure subscriptions. and the conand sideration for any such payment the dates of and parties to everv material contract. shares. (if any) of every director in the promotion or in the property proposed to be acquired by. or the 41 in cash. to the is where there more than one separate Provided that where the company of is a sub-purchaser. where the interest of such a director consists in being a partner in a firm. the company. or the rate of any such commission Provided that it shall not be necessary to state the and commission payable to sub-underwriters . : the company. any shares in. or payable. or. as commission for subscribing or agreeing subscribe. or debentures. : vided that this requirement shall not apply to a contract entered into in the ordinary course of the business carried on or intended to be carried on the company. and a reasonable time and place at which any material Procontract or a copy thereof may be inspected . the nature and extent of the interest of the firm. specifying the for goodwill (//) .. or debentures of. . and vendor. for as aforesaid. or to any contract entered into by more than two years before the date of issue of the prospectus (/) the and names and addresses company and . or debentures. (. of the auditors (if any) of the . the amount so payable to each vendor: vendors or any firm shall not (g) them are a firm the members . with a statement . (/) the (j) (k) amount or estimated amount of preliminary expenses and the amount paid within the two preceding years or intended to be paid to any promoter. any such property amount (if any) payable and the amount to (if any) paid within the two preceding years./) full particulars of the nature and extent of the interest of. shares. of the the amount (if and be treated as separate vendors any) paid or payable as purchase money in cash.PROSPECTUS AND ALLOTMENT amount payable vendor.

whatever it is. ascertained that the ' must be minimum subscription has been subscribed and the sum payable on application therefor has been paid to and received by the company. have been cleared. Before any allotment is made of any share ' capital (not it debentures) offered to the public for subscription. The application money per share must not be less than 5 per cent. S5 (1) (2) (3) ]. then the amount. 228 Burton v. or otherwise firm in services by him (») by the connexion with the pro. the date being prima facie it. 3. 80). must have been paid to and received by the company [s. the right of voting at meetings of the company conferred by the several classes of shares respectively. 2 Ch 240]. or for him or to by any person to qualify him rendered a director. Western of Canada Pulp . 3 National Motor Mail Coach Company (1908).42 of all SECRETARIAL PRACTICE sums paid or agreed to be paid to the firm in cash or shares or otherwise either to induce as. amount is so fixed . The minimum subscription is either (a) the amount fixed by the memorandum or articles and named in the prospectus as the minimum subscription on may proceed to allotment or (b) if no and named. . or by his agent authorised in writing. motion or formation of the company and where the company is a company having shares of more than one class. of the nominal amount of the share but where it is greater. When it lias been ascertained that the minimum subscription has been subscribed and the cheques the cheques for the application Meats v. signed by every director or proposed director named therein. 2 Ch. to become. him or. ' ' money have been cleared [see Company (1005). |. It must not include any amount payable otherwise than in cash. the whole amount offered for subscription. every director must. Minimum Subscription. It must state on the face of it that a copy 2. the allotment may be made. It may then be issued. The allotment having been made. the date of publication. The prospectus must be dated. Bevan (190S). 2 Ch. must be filed for registration with the Registrar. It is now well established that allotment must not be made until which the directors . and a copy of has been filed for registration with the Registrar (s.

87 (4) ]. This declaration vouches the following facts offered for public subscription . however. 81 of the Act. 390]. . Although the company. : signed statement in lieu of prospectus must be filled up. an amount equal to the amount per share payable by the public on application and allotment of the shares taken or contracted to be taken is which he liable to [s. . Public Issue. (a) amount of the minimum subscription (c) the allotment of a number of shares not less than the minimum subscription (d) the payment by every director of application and allotment money. the (b) amount the . commence business. it is not liable on any of its conif a Electrical Manufacturing Co. It is important to remember that contracts made by a company before the date at which it is entitled to commence business are to company provisional only. 5. by the secretary or one of the must be filed with the Registrar : 87 (1) ].PROSPER TUS AND ALLOTMENT unless 43 he has already done so. A Statement prospectus showing the particulars it must contain. The form of the statement in lieu of prospectus.8 7 (i)]. entitled company is wound up before it becomes to commence business. Consequently. and may allot both shares and debentures issue a prospectus .borrowing powers without making a public where no ness and exercise its formation. or by his agent authorised in writing. Thereupon the Registrar the is to issue his certificate entitling Registrar's Certificate. debentures. is to be 1' found in the second schedule to the Act 82 (1) ]. on or with reference Commencement ot . Business. the necessary formalities are as follows 1. its issue of shares. to commence busi. ... 2 Ch. but desires to be in a position to . . the certificate being conclusive evidence that the company is so entitled [s. [s. 87 (2) ]. and for pay in cash.. a company does not . and filed with the Registrar. before obtaining a certificate entitling it to commence business. may not exercise its borrowing powers. The particulars are to a great extent identical with which a prospectus is required to contain by s. simultaneously offer with the If of shares. There are. tracts [Olio it may nevertheless offer to the public debentures. A statutory declaration directors in the prescribed form [s. but become binding on that date [s. the following differences: The statement . pay to the company on each by him. 8y (3) ]. and by every person named therein as a director or proposed director of the company. may receive application money on [s. (1906)..

Every director must. [s. the lieu . any allotment shares or debentures can be made 82 Before any allotment of shares can be made. need not be contained in the statement in course. before (1) ]. must be filed with the Registrar. . and must show whether the articles contain any provisions precluding holders of shares or debentures from receiving and inspecting balancesheets or reports of the auditors or other reports. and founders' or deferred shares (&) qualification and remuneration of directors and (c) voting rights of classes of shares. must be filed [s. must be ascertained that the minimum subscription (i. or may that issued or agreed to be issued as fully or partly paid wise then in cash) has been subscribed. although. the whole of the share capital other than proceed to allotment. unless he has already done so. The statement 2. the matters required to be disclosed in a prospectus. even although there it may have been a public issue and allotment of debentures. and that the cheques have been cleared. showing the shares into which it is divided. and for which he is liable to pay in cash. application (1)]. iu who will then commence business. these matters need not be inserted in On the other hand. 43). memorandum and in lieu articles will be on the and the of intending investor can ascertain these details therefrom. giving the . 85 (7) ]. of file. company In this case also contracts made by the company before the . . These points having been established the allotment may proceed. the amount fixed by the memorandum or articles and named in the lieu as statement in the minimum subscription of shares if upon which the directors is no amount so fixed and named. on the nominal amount of each share pa)'able in cash has been paid to and received by the company [s. an amount equal to the amount per share payable on allotment on the shares payable in cash 4. 3. nature of the provisions a prospectus. namely (a) contents of memorandum. and A 87 statutory declaration.e. similar in most respects to that filed which must be p. and an up otheramount not less than 5 per cent.44 SECRETARIAL PRACTICE must give the nominal amount of the company's capital. by a company making a public issue his certificate entitling the issue (see but with the necessary differences. pay to the company on each of the shares taken or contracted to be taken by him.

not be forthcoming.thereis to apply to companies not issuing a prospectus. 1 Ch. 85 (4) provides that. consequently in such cases an irregular public issue after the Act. if he it proves that the loss of the or negligence on his part. is sufficient the proceedings need not [National actually commenced within the month Motor Mail Coach (1908). since such companies cannot hold a statutory allotment may be avoided at any time [Finance and Issue (1905). But will it is obviously the proper course to return any it money sub- scribed when becomes apparent that the minimum subscription S. money was not due to any misconduct This provision as to the return of the fore wait indefinitely until the money does not appear which ma}. stringent provisions of the Act as to first allotThere are very ments. 85 (4) only applies before allotment has taken place are under S. s. 37]. without the minimum subscrip- tion being subscribed. provides that an allotment made. from director. may be avoided by the applicant at any time up to one month from the holding of the statutory meeting (see p. within if the issue of the prospectus all (i. S. A with interest at 5 per cent. be in liquidation. and the forty days from the first minimum subscription has application money received. 2 Ch. 43). Bevan (1908). and making a meeting. it appears that this limit of one month does not apply to companies registered before the Act of 1900. in th< case of a company making an initial Restrictions Allotment.PROSPECT IS AND ALLOTMENT date at which it 45 provisional only.e. z Ch. is not liable. minimum subscription reached. 102). the directors are liable to return the forty-eighth day. not been subscribed. whether in the case of a company making a public issue of shares or of a company not 86 (1) making a public issue of shares. . public issue of shares. and any of the money has not been returned within forty-eight days from the issue. Canadian Produce Corporation . not- withstanding that the company legal may . prima is facie the date of the prospectus) the money subscribed if return- able to the subscribers without interest. but becomes entitled to commence business are become binding on that date (see p. followed by prompt proceedings. or the necessary application money received. however. after allotment the only remedies available 86 [Burton v. be Notice of avoidance within the month. v. 240]. 228].

that when once director or other official of a has been proved that a facts. facts. then. This chapter has thus far dealt with first allotments.— 46 SECRETARIAL PRACTICE By s. whether of one share or Sub-sections (1) thousand.D. : and (2) of that section run as follows Return as to ( T ) Allotments. allotment of thereafter (</) Whenever a company limited its shares. damages or costs sustained or in- loss. 469]. stating the number and . which an allottee is entitled is the difference between the price paid for the shares and their real value at the time of allotment. In the case of a public. damages or must be commenced within two years from the date of the It would appear that the amount of damages to allotment.P. or its equivalent. 2 C. It it would seem. it i.e. the company file by shares makes any shall within one month with the Registrar of companies oi a return the allotments. to subsequent public issues as well as to the And the important requirements of fifty s. The meaning of knowingly means with knowledge of the ' should not be overlooked. by public companies. or the application is money being received. 86 (2) a director who knowingly any is contravenes. company making an offer of shares to the issuing a prospectus.e. The loss to the company would appear ' ' to be the total nominal value of the shares. and assumed that he knows whether the particular manner adopted is if it contravenes the law he will be liable.' ' It Ignorance or mistake of Parliament' law cannot be admitted as an excuse for disobeying an Act of [see Twycross v. which require that no first allotment to be made without the mini- mum subscription being subscribed. allotments. must be the right method. 85 (3) ] applies first all [s. i. Grant (1S77). the provision that the 5 per cent. SS apply to all 85 (6)]. company knows the that shares have been allotted in a particular manner. Proceedings to recover any such such value being ascertained in the light of subsequent events. or permits of the provisions or authorises the contravention of. It now remains to deal with other provisions of the Act which relate to all allotments. curred thereby. of the amount payable on application is not to be less than nominal amount of the share [s. liable to compensate both the company and the costs allottee for any loss.

and the Registrar may. The the (2) relief may apparently be granted in three cases. and those particulars shall be deemed to be an instrument within the meaning of the Stamp Act. filed.e. As regards the statement of the consideration. (1899). as was required to be done under section 25 of the Companies Act. Where such a contract as above mentioned is not reduced to writing. it appears that it will suffice if it is stated generally. such contracts being duly stamped. a contract in writing constituting the title of the allottee to the allotment. that the omission to (3) file when Court that it is satisfied (1) was just accidental. to The Court is enabled to grant relief in file any document required by this certain cases of omission section to be i. the names. 1891. was due to inadvertence. 207]. the nature of the consideration being disclosed. and the consideration for which or other consideration in respect of they have been allotted. to be hied. the extent to which they are to be treated as paid up. the company shall within one month after the allotment file with the Registrar of companies the prescribed particulars of the contract stamped with the same stamp duty as (2) would have been payable if the contract had been reduced to writing. and descriptions of the allottees. fully or partly paid up. payable on each share (b) and the amount (if any) paid and . 2 Ch. . repealed in 1900 [Frost & Co. [s. as a condition of filing the particulars. or due and in the case of shares allotted as fully or partly paid up otherwise than in cash. together with any contract of sale. It will be noticed that not only lias the contract with the company under which the shares are allotted. but also the contract constituting the title of each allottee. 1867. that it is and equitable to grant relief 88 (3)]. and a return stating the number and nominal amount of shares so allotted. addresses.PROSPECTUS AND ALLOTMENT 47 nominal amount of the shares comprised in the allotment. require that the duty payable thereon be adjudicated under section twelve of that Act. or for services which that allotment was made.

and. in Nag (p. subscription has been reached. when registered as a member. Application for bonds or stock (p. A prepared. would No. 5 does not refer to necessarily become bound by them. None the less the memorandum and articles are public documents. and embody its Nos. 319) is a form of Allotment Letter with receipt . No. 318 (Form 8). and he is fixed with knowledge of their contents. 315). as was the case under 25 of the Companies Act. 1867 (repealed by the officers of the s. however. Application for shares. to file the contract or particulars does not render the allottee liable to pay for the shares in cash. where no receipt for application money 7. It need hardly be pointed out that there is need for the greater accuracy in this work. so that the relief is company for Application Shares. A formal prospectus is always accompanied by appropriate application forms. with receipt for application money attached (p. 6 and 7 also refer to the memorandum and articles. 5. but only exposes to penalties. The board will meet in due course. the memorandum and articles. No. The bond-holder. 316). All the above forms refer to the prospectus terms and conditions as part of the contract. particulars which these sheets should contain. A Form of Application and Allotment Sheet will be found on p. and this will indicate the Allotment. On receipt of the applications. 317). The applicant. or debenture stock holder. merely against the penalties. Application for shares. The ment 1 secretary's business will then be to dispatch the allot- Letters and Letters of regret I. and may have form of application requires to be carefully attached to it a form of receipt for the desired to issue a receipt. 33 of the Act of 1900). will be a creditor and not a member of the company. 6.: 48 It SECRETARIAL PRACTICE must be remembered that the omission s. the terms and conditions of which are also expressly embodied in the contract. if it is In Appendix G will be found the following application forms No. [28.. is issued (p. resolution to allot will be found on p. will proceed to if the minimum A form of allot. the secretary will have a series of application and allotment sheets prepared by his stall". application money.

9 Ed. some- times more convenient to postpone the issue of certificates until the shares or stock are fully paid. 92). both in the case of letters of allotment and letters of renunciation (Revenue Act. must be stamped on the same basi-. and therefore desirable to Without any such provision. s. with receipt forms upon them.PROSPECTUS AND ALLOTMENT 49 Form No. 11 (p. a after allotment complete company must within two months have ready and for delivery the certificates for shares or debenture It is stock. first instalment If it is desired that the shareholder or debenture holder should be able renounce his right and nominate the form another person to exercise nunciation. offer. 321) is an Allotment Letter. interim or provisional certificates must be issued. either wholly or in part. s. 320) is a for allotment money only attached. " acceptance of the attached. For m No. but the stamp may be adhesive even if the value is The fractional part of a share over £5 (Finance Act. 62 & 63 Vict. may include a letter of re- Form 12 (p. 166]. 9). form of Allotment Letter. Inland Reveinie Commissioners (1900). 1 Q. 9. with receipt for the to it. debentures. receipt. The Bankers' attached to the allotment letter. or debenture stock. or the debentures. on which is a form of make provision accordingly. as the case may be it is (s. Form 11 may be used for the purpose. c. . according to the circumstances of the case. with receipt forms for all subsequent instalments attached. Where a company makes an issue of new shares or debentures New ssue and desires to give existing shareholders or debenture holders a preferential right to apply for them in proportion to their existing holdings. 322) may be used for this purpose. and a sixpenny stamp (impressed) £5 or over. does not require a separate stamp [London cc Westminster Bank v. 1899. 1909. c. 10 (p. 43. which are signed by the company's bank. The same scale of duty applies to letters of renunciation. 9). if VIL. upon production of the certificate and payment of the instalments as they become due. with receipts attached both for allotment money and for payment in full.B. An if allotment letter requires a penny stamp is less if the value of the shares allotted the value is than £5. constituting an interim certificate. In the absence of any provision to the contrary in the conditions of issue of any shares. a circular letter is commonly sent out accompanied by a specific offer to each individual holder.

The application even to a clerk [Truman's Case (1894). (1880). Richardson's Case (1875). Van Tienhoven . & S. App. 3 Ch. — if it can be construed as a separate agreement. 344].: 50 SECRETARIAL PRACTICE constituted Decisions as to Application. 2 Ch. but the offer remains open until the bejn_vyriting letter of revocation is actually received [Byrne v. 421].J. Inasmuch as the agreement to become a member is often by application and allotment. with all its attendant rights and liabilities. 588]. 29 Ch. may b& made by_an_ agent [Han nan's . followed by allotment. J.D. 511]. and agreement to become a member followed by entry on the register constitutes membership of a company (s. in his absence. 4 Ch. 200]. than the accept' ance by the company of the offer to take shares Nicol's Case (1885). 272]. (1870). or. App. it is important to appreciate the effect of a number of legal decisions on the subjects of application and allotment. Thj_my^j3waljiegd_not and may be communicated to the secretary. renders the applicant liable. Pugh & Sharman's Cases (1872). 13 Eq. D. 3 Ch. Empress Co. 24). It may be withdrawn before acceptance. collateral to the agreement to take shares the applicant will be liable on the shares notwithstanding breach of the collateral agreement [Rich- — mond Hill Hotel Co. The following are amongst the chief points to be observed with regard to an application for shares It : need_nofLbe in writing [Levita's Case (1867). and his real name may be entered on the register [Hercules Insurance Co. cedent will not give Application subject to a condition prea contract unless the condition . 19 Eq. ' Allotment is generally neither more or less App. [per Chitty.P. 4 De G. 36]. 5 C. Below allotment are some of the more important decisions on An improperly constituted board of directors has no power . company (1896). Decisions as to Allotment.. 566].. 643] but unless the agent informs the that he takes the shares as agent and not as principal he may be personally liable in respect of them [Southampton Steamboat Company (1864). Application in a fictitious name. 2 Ch. Application by a father in the name of his infant son renders the father liable [Imperial Mercantile Association. contract]. Elkington's Case (1867). 1S4 a builder applied on condition that he should have the building But if the condition is subsequent in other words. rise to is where performed [Aldborough Hotel Co.

45 Ch. unless by the articles they are authorised to do so [Harris's Case (1871). But if he is registered and acts as holder (1894). It must be communicated. Posting means putting the letter under the control of a postal official authorised to receive it [London and Northern Bank. 546]. Badman's and Bosanqnet's Cases (1890). 7 Ch. T. 4 Ex. 45]. 3 Ch. 8 Ch. Levita's Case is complete as soon as the letter of allotment is posted. App. 204]. 220]. 587]. 39 Ch. D. Directors cannot delegate their power to allot [Leeds 16]. 1 Drew. 216]. v. 4 Ch. & C.L. 561]. Allotment must be made within a reasonable time after board will be invalid [re application . App. In any form of application for shares. App. and therefore an allotment by such a Homer District Gold Mines (1889). contract e. Vaughan-Sherrin Electrical Co. if the allotment must correspond with the application A and 50 only are allotted to him.. App. D. ex parte Jones (1900). even though it is never received [Household Insurance Co. new term or condition there will be no contract [Jackson Turquand (1869). 36]. 58 L. 164]. L. or does not repudiate within a reasonable time [Yeoland Consols (1888). 305]. App. 922]. for he can afterwards repudiate the contract. 40 Generally the contract (1867). R. Grant (1879). No fresh condition can be imposed by the allotment. Banking Co. But to make a complete . though the communication need not necessarily be in writing [Gunn's Case (1867). otherwise the allottee may refuse to accept the shares [Ramsgate Hotel v. . 1 Ch. 4 H. allot to an infant is a misfeasance [ex parte Wilson (1873). 589].g. 3 Ch. Shares should never be allotted to an infant. 1 Ch. Monte fiore (1865). he is not bound to take them. If it is complicated by the addition of a v. unless the application contained such words as or such less number as may be allotted to me [ex ' ' parte Roberts (1852). he will be liable. App. and obtain repayment of the money paid for them [Hamilton v. 31]. Howard's Case (1866). D. 3 Ch. 4 H. ' ' Knowingly to e 2 . applies for 100 shares. But an allotment by an irregularly constituted board may be subsequently ratified by a regular board [Portuguese Copper Mines. of the shares after attaining his majority [Lumsdcn's Case (1868). the words being of full age should be inserted.PROSPECTUS AND ALLOTMENT to act for the 51 company.

' There are only three provisions of the Act. 29. transferable in manner provided by the articles of the company. The right to transfer 5- manner provided by the was given by s. It is proposed in this chapter with transfers and then with transmission. fers. 22 The shares or other interest of any member in company shall be personal estate. and (i) a shall not be of the nature of real estate' ' s. articles of the the time of the execution of the instrument of transfer. the company shall enter in its register of members the name of the transferee in the same manner and subject to the same conditions as if the application for the entry were made by the transferee. These are set out below : s. although the personal representative a at not member.' may be transferred iii company. A transfer of the share or other interest of a dfiO of member himself a company made by as valid his personal represenis tative shall. On interest in a the application of the transferor of any share or company. There is very little statute law on the subject. dealing with transwhich need be mentioned here. 28. 1 ' s. be as if he had been a member Shares.CHAPTER VII TRANSFER AND TRANSMISSION The duties of a secretary in the matters of the transfer and transmission of shares are amongst the most difficult and responsible that he has to perform. but a great deal of case law. then. jj . and a great deal of somewhat complicated to deal first practice.

When a seller is only disposing ol part of his holding. 312]. so long as the transfer is bond fide and the transferor retains no interest in the shares. which directors have registered.' handed by the seller's . it execute a transfer. presents the transfer with the relative certificate at the company's on whereupon on the p. 55). or in breach of some duty owed to the company [Discoverers' Finance Corporation. 20]. who. then passed by the directors and the purchaser's name entered on the register in place of the seller's. but in the case of fully paid shares the Stork Exchange regulations restricted and unless The mode of require that there shall be no restrictions is if an official quotation to be obtained. shares being generally bought and sold through brokers. 312 . 4 De G. & J. 22 of the Consolidation A< Ch. if registration was obtained by the transferor by actively misrepresenting or by passively concealing the truth and. in its simplest form. 1862 (which [Weston's s. even though the company be in extremis no substance. Distransferee a of coverers' man Finance Corporation. if in order. certifies (see transfer that the certificate is been Lodged The transfer. his broker. transfer and the restrictions on the right to transfer may vary in As regards shares not different companies to almost any extent. The transfer. whether or . may be set aside. a transferor cannot escape liability where the opportunity for registration has been obtained fraudulently. the exigencies of business and the practice of the Stock Exchange have amplified the procedure.TRANSFER AND TRANSMISSION of the 53 t Companies Act. The procedure on the k for the seller to transfer of shares. Lindlar's Case (1910). App. lodges it with the certificate at the company's office is with a request for registration. De Pass's Case (1859). and whether such is the case is a question of fact [Mexican and South American Co. follows) Case (1868). not the articles contain a clause authorising the directors to refuse registration. 544. or other proper has official. the secretary. But. Lindlar's Case (1910). If there are no restrictions in the regulations. a member may and the transfer to anyone. so 'certified. 4 by the articles it is an absolute right. 1 Ch. fully paid there are usually restrictions on their transfer. 1 Ch. having effecteda sale. But a transfer. after executing the transfer.. and to hand with the relevant certificate to the purchaser.

168]. where it has been the practice to require the execution of the transferee. App. 64). for while there . J. however. if. seller's title to accepts it as evidence of the the shares sold. for he cannot be placed on the list of contributories in the event of a winding-up. 1 Ch. 37 & 38 Vict. the directors It is usual for the articles to may decline (ifi to register a transfer not so executed [Marino's Case 2 Ch. which it is the duty of the seller's broker to prepare. is But. p. {see Infants' Relief Act.54 SECRETARIAL PRACTICE who It broker to the purchaser's broker. is 110 statutory obligation to certify. it is reasonable to assume that is it is case . (1878). where a transfer form. companies ought to certify on transfers. The form of transfer. s. addition of a seal does not render the instrument less effectual All \ Brown. the said transferee. thus becomes good delivery under the rules of the Stock Exchange.' in order to avoid the possibility of the shares being registered in the name of a minor.' after the words and I. has been made by him after attaining c. but even in the absence of such a provision. Janson & Co. liir Where a transfer without seal is sufficient. and in that case the directors may refuse to register a transfer not in such form. provide that transfers shall be signed both by the transferor and the transferee.' required to be Letheby ' in the usual it common it directors cannot refuse to register [re because omits immaterial particulars 815]. In view of the full the difficulties in the transferee is way is of ascertaining in every case that the of full age. it may reasonably be . 62. The deed. Directors should not sanction a transfer to an infant. has been suggested that an addition should be made to the generally used. 596]. 1874. is usually prescribed by the articles. 47 L. and transactions take place in this way every day. he should not be entered on the register. importance of uniformity in the form of transfers can is & hardly be over-estimated. regulations may is or may not require a transfer to be In- This variation especially important in the case of blank transfers (see p. and not merely a ratification of his old promise. The is Christopher (1904). unless a fresh promise. and fortunately there a common form which It 324 (Form 13). Ch. This will be found at being of common form ' of the words ' full age. twenty-one 2). [Oriigosa Certification on Transfers. there reason to believe that he not of age.

A secretary so certifying is s. The date should adopted : also be inserted.* or undated. Transfers should the be certified although unstamped. of the . on which will be indorsed the record of certification. p.TRANSFER AND TRANSMISSION argued that certification dental to the is 55 part of the business and if inci- act of registering transfers. These balance receipts should be * in a book with counterfoils. transferee it of a transfer practice which has not yet been register* is the usual not to certify the transfer until after the lapse of a sufficient time to enable the transferor of the first transfer to com- municate with the company if necessary. If the certificate of shares lodged with the transfer for certification includes a larger number of shares than is intei preserved. at the Company's Date For the (Address. the secretary's signature being added in a space left for the purpose. Secretary. (See Form 17. transfer within the meaning of not enrolling. or entering the 17 of the Stamp Act. Limited. The of certificate certificate s A should be kep t. but not transferee's name call is not stated. the seller is the <1. be included on the certification stamp. .) Company. the secretary will issue to the seller or his broker a balance receipt. A transfer should be certified although a but the call has been made which is not yet payable. registering. 325 and 320 (Forms 14 and 15). to be transferred. This will entitle the seller in due course to receive a certificate for the unsold balance of his shares. must be paid before the transfer is accepted If for registration. The address The record company should. for the convenience of stockbrokers and others. 328. 1891. of certified transfers should register be kept by indorsement on the back of the should immediately be cancelled. should be Forms of Register of Cancelled Certificates will be found at pp. c ancelled certificate.) A rubber stamp should be used to certify on transfers. and the cancelled certificates. The following form should be ' Certificate for shares [or stock] has been lodged office.

Cavanagh (1002). but unless notice to this effect is given. to send notice to the transferor at once instead of waiting until the transfer is lodged for registration. It will be found convenient. and effects a great saving of time and trouble both to the company and the transferor where there are many certifications against one certificate.B. and to company from denying that the shares are fully paid [re Concessions Trust. D. They do not amount if to a warranty either of the transferor's title or of the validity of the documents. This method has the advantage of giving the earliest possible noti- fication to the holder of the shares. without the production of the balance receipt. tion that one has been deposited [BisJiop Balkis 25 Q. such words as 'certificate lodged at the company's stamped upon a transfer of shares. 328 (Form 17). 2 Ch. or balance certificates be issued. the company is not estopped from setting up . No further transfers in respect of unappropriated balances should be certified or accepted for registration. the true facts [George Whitechurch v. And where the secretary has fraudulently certified upon a transfer that certificates have been lodged at the company's office. upon a transfer being presented for certification. which purports to be a transfer of fully paid shares. and showing prima facie that By the transferor is entitled to the shares. In the absence of fraud. 512]. 757]. McKay's Case (1896). 117 But certification by the proper officer of the company on a transfer of shares. the balances remaining on the certificate are retained in the office pending the delivery of further transfers or application for a balance certificate. 327 (Form 16). even lodged.' that certain documents apparently in order. A form of notice will be found on p. have been deposited with the company. and the effect of some of the decisions here summarised. The is legal effect of certification has been several times considered in the Courts. has been held to imply that certificates have been estop the produced showing the ownership of fully paid shares. A. no more is meant than office. no certificate has in fact been the company is not liable for the careless representav. .56 SECRETARIAL PRACTICE A form is given on p. It frequently happens that where only a portion of a holding is sold the transferors or their agents require balance certificates to be prepared.C.

This will If be unnecessary where a notice was sent on certification. subject to the articles. with a view to seeing that the transferor's name and description is in exact accord with the register. will Both tin Another Form of Receipt (Form 20) will The requirements 19. address. But before the transfers are submitted to the board for approval they The registration of transfers for the board. until they are complete. 329 and 330 (Forms 18 and 19). Forms in of Receipt to be used (1) (2) when it is the transfer is handed over the counter. for should be carefully scrutinised by the secretary. is it will be assumed to be p. forms are. unless objection is received. j Transfers. that the consideration relation to the fair money bears its proper shares transferred. 332 (Form 21). A Form is of Notice given on 333 (Form 23). will guide a tary in determining how many and which of the Forms 18 and 20 he will adopt. by post. description or is and reasonable market value of the stock or that the transferee's full name. A rubber stamp should be used to stamp each transfer for the purpose of recording the various operations connected with it. TRANSFER AND TRANSMISSION On the execution of the transfer 57 it by the transferee. that the is number of shares amount of stock written in correctly in words. and when sent be found on pp. Upon and receipt of a transfer for registration. in order. a notice should be sent to the transferor stating that the transfer has been lodged. from books with counterfoils. 6i his particular company be found on p. and clearly entered therein. a matter whose approval they must be submitted. or in accordance with their articles. the transferor a corporate body. address on the back of the transfer. 331. and the secretary should of receipt to the effect that the trans has been lodged for registration subject to the approval of the board.. that in the case of shares the distinctive numbers are clearly entered and . He may prefer to adopt one of them to meet his requirements for every class of shares. is. it will be observed. is then lodged with the company for registration. the notice should be sent to the corporation. broker or agent should be asked to write or a printed form The depositing stamp his name and Examination and . and the records should be duly made from time to time A Form of Stamp is given on p. that. In the case of joint holders. it should be sent to every holder.

or anything transfer. accepting the shares. if possible.l affixed." noFbe W. or is of shares are not given. but also. 357) is employed by a company. the name of the transferee has been altered. that the signature of the transferor not only agrees with the description entered at the head of the deed. finally. or a letter and number. the annual transfer summary (see p. . amongst other points. the artic les se_cretary should require that the memorandum an d be lodged to h .' Any introduction of a name. unless is accompanied by a satisfactory written explanation and statement that there has been no sub-sale. however. should be borne in mind by the referred to. or another it substituted. re John Jones. omitted. the signature of the transferor can readily be checked. and that is with his signature when previously it is properly witnessed. Unless the occupations of transferees are known. the transfer should be refused. 'The Public Trustee. and also to show how the seal is to be ieiv. or where the description of the transferee is The description of the transferor. Where Form 50 (p.g. although material parts of If typewritten. 3/ or 'The Public Tma c A 40. The following. e. The Public Trustee. where the amount of stock where fractions of £1 or where the distinctive numbers only. not essential. that there no distringas or other charge upon the stock or shares therein and. N. 88) cannot be fully made out.' would appear to be contrary to the provisions of s. that which would otherwise invalidate the the deed is properly stamped.58 SECRETARIAL PRACTICE agree with the numbers appearing on the certificate and with the number of shares to be transferred. The Public Trustee. should be registered with a number. which forbids notice of any trust ' eing entered on the register. it A are may name be accepted. Ii\_the_ case of transfers t>y_or_t<> a corporate body.\ to show that the corporate body is duly en hold shares. 187J. if separate accounts are necessary. Transfers by or to a partnership firm as such should \Vagltano Anthracite Collieries (1910). secretary : A transfer should not be registered is transferred stated in figures stock are expressed in figures. that the name of the company is correctly given. e. Account No.g. 27 of the Act. as the information should already be in the company's books.

' clerk to wife If a if witness has signed in the wrong place. or notary is guaranteed by a bank or a firm of standing.' two or more sellers to the same buyer) should not be allowed on the same transfer form. a transfer should not they. . But ' if they have been registered in if tlnir personal capacity. of a witness. But it probate or letters of adminis- tration have been registered. . More than one account (i. \~ of the in Appendix B. When shares are being sold by executors in their capacity of executors they should be so be accepted . one of whom should be a doctor. a justice of the peace. ' The address and The description clerk.M.' ' although the correct form should be of . read over and explained to the party. unless the signature than H.e. if the shares have already been transferred to the executors or administrators in their personal capacity. a clergyman. As regards the proper stamps on transfers. a other person of standing.' ' may be accepted. solicitor. a transfer executed out of the United Kingdom should not be accepted if it is attested by anyone other public. a clergyman.TRANSFER AND TRANSMISSION If 59 is a transfer signed by the registered holder presented after the death of the transferor. as transferors. is it may be accepted It is the intention clear. these will be found It must be remembered that. and that appeared to in a case of have been understood by him (see Form 22.' or ' married woman. by s. or some The wife or husband of a transferor or transferee should not be accepted as a witness. 332) the kind there should be two witnesses. p. should be accepted for registration. unless it is accompanied by a l etter o f authority and request signed by the executors or administral Naturally. occupation of a witness should be specified. When one of the parties to a transfer is illiterate or infirm. not essential that surviving holders in a joint account should be so described on transfers. described in the transfer. consul. and the company have not the transfer received formal notice of his death. As regards attestation. then the secretary should decline to receive the transfer. are described as executors of deceased. the transfer should not be accepted. the attestation should state that the document has been it . nor is it desirable to accept transfers of more than one class of shares or stock on the same transfer form. justice of the peace.

If the stamp accords with the consideration. any instrument chargeable with duty. in the absence of evidence to the as to registering transfers. 2 Certificates attached to transfers lodged for registration. and the onus of proof is on those who say the directors have not acted bond fid-: [ex parte . he shall incur a fine This makes it incumbent upon the secretary to that transfers are properly stamped. On transfers coining before the board lor registration. so as to prevent any chance of their made use of'for an improper purpose. will be 334 (Form 24). it must not be forgotten that. p. 25. 121]. or bearing is the company's enfacement of certification. they contrary. 2 Ch. and in determining whether they may go behind that v. 404]. office it is to enrol. register. or records. or enter in or upon any books. given consecutive number. the Inland (see Revenue Circular should be followed Notice to be issued on presentation found on It p. it is duly stamped which appears on the face of the Consolidated Kent Collieries (1903). or enters any such instru- ment not being duly stamped. and being accompanied by its a certificate.60 SECRETARIAL PRACTICE 1891. will presume that the directors have done right [re Coalport China Co. document [Maynard K.B. 335). the transfer should be refused in the absence of a satisfactory explanation. 280). If the difference is marked. price. having been The deed found of transfer as lodged for registration in order. stamped with the date of lodgment. there is no with the market difficulty. if any person whose rolls. has been held that directors may refuse to register a transfer not duly stamped. and entered in the Register of Transfers for Board Meeting (Form No. ' Stamp Act. The Court. With regard to transfers for nominal consideration. the secretary cannot be expected to do anything further. A Form of of a transfer with nominal consideration. unless adjudicated or properly indorsed. where they are given a discretion must not exercise that discretion capriciously. p. If of ten pom satisfy himself the consideration accori Is and the stamp with both. (1895). registers. enrols. but near it. left as in the case of certificates in respect of transfers certification. for should be cancelled immediately they are de- livered to the being subsequently company. but the consideration is less than the market value.

while at the same time another director or one of Certificates Cancelled the clerks takes the Register of and Issued. and the number of the new certificates issued. 61 App. the and that a certificate corresponding thereto has been cancelled. and retained by the company in perpetuity. They are then ready for issue in exchange for transfer receipts. mislaid. T. and checked with the entry in the seal book and agenda.TRANSFER AND TRANSMISSION Penney (1873). 326. p. with distinctive numbers in the case of shares. and Form 15. 65 L. is number of shares or amount of stock transferred. ex parte Hodgson (1892). but if the)' oi do give reasons the Court [re will inquire into the sufficiency sUch reasons Bell Brothers. Care must be taken in writing up the Register of Certificates Cancelled and Issued (if Form 15 is used). and sees that the names transferee (if of in the transferor use). the transferees they must be kept in a place of absolute safety. to put the number . 8 Ch. care should be taken that every transfer lodged for registration be passed and registered. the directors need not give their reasons for refusing to register a transfer. agree with the particulars as read out by the secretary and as entered on the certificate. The new certificates are then signed and sealed. reads them over to one of the directors for comparison with the new certificates. If they have bond fide considered the matter. or destroyed original certificate. &c. and should the latter be the case. Before the closing of the transfer books for dividend purposes. certificate is the it will be necessary to see that the duplicate one lodged with the transfer and not the original. 446]. As soon as the directors have passed the transfers they should be posted As the deeds represent the titles of into the Share Register. 245]. to communicate with the transferor to ascertain the reason original why he is dealing with the and not the duplicate. having satisfied himself that all the transfers and certificates have been properly and regularly put through the books and are in order. ' In the event of a duplicate certificate having been issued in exchange for an indemnity in respect of a lost. board The procedure usually followed by the transfer committee in checking the transfers and issuing certificates is : or as follows The secretary.

92 of the Act. and is its effect to prevent the company from registering a transfer without giving the person claiming to be interested an opportunity of applying to the Court to restrain the transfer. not required to be set out in the Index to Share Register. it is stated. 336 (Forms 26 ami The matter of powers of attorney in connection with trans- .. affidavit is describing the This procedure in accordance with the Rules of the Supreme Court. or other holders in joint accounts are. excepting for purposes of identification. Notice in lieu of Distringas. the distinctive numbers) are correctly designations. have ready for delivery the certificates of all shares. accompanied by an nature of his interest. the company must notify the person who has given the Court restraining the transfer. but not the description. so that the addresses of the second. but there generally a clause in the articles to the effect that in the case of joint accounts all notices will be addressed to the first-named holder. s. to In joint accounts usual give the address of the first-named holder only. the notice. unless is otherwise provided for in the articles of association. interested giving to the company requiring it to from transferring them.(>z SECRETARIAL PRACTICE new certificate against the of the name of the transferee as entered upon the back of the cancelled certificate. although it is convenient that they should alwa3's be fully itself. unless the conditions of issue otherwise provide. company may proceed to Forms of notice by the company to the person on whose behalf the notice and affidavit were lodged.' &c.g. Upon the transfer being presented for certification or registration. companies are required to complete and debenture stock transferred. detailed in the register By tures. the debencertificates of all and the within two months after the registration of the transfers. Great care should be exercised in the preparation of the cates to see that the certifi- number of shares or amount of stock (and in the case of the former. with the exception of courtesy 'Reverend.' 'Mrs. The refrain registration of transfers may be a prevented by any person notice. third. The address of the holder should be inserted. and to the person actually lodging them. e.' 'Miss. will be found on p. and unless that person then proceeds to obtain within eight days an order of the register the transfer in spite of the notice.

was fraudulent. I however. 522]. 20]. on p. N. Bank (1891). duly completed by registration. 184]. . which he may lose by the appearance some person with a superior equity. the company will Diamond Mines (1893). A transferee does not get a full title until the transfer is registered [Sociele Generate v. 4 A. to can be recovered from the original holder. or by the registration a later transfer [Moore v. registration is improperly be liable in damages [Olios Kopje Ch. Hart (1902). 69. Somervail (1879). Till transferee has onlv of an equitable right. register a transfer at once. 257].TRANSFER AND TRANSMISSION fers. D. 9 Ch. 1 Ch. App. 63 &c. 625]. but there is an implied contract by the trans.C.W. Davis (1886). and the matter of the fees on the registration of transfers and other documents. is dealt with in Chapter to be charged XIX. (1874). Ireland v. The legal effect of a transfer. even after whom the shares have been re-sold to such penalties [Randt Gold 1 by the company. One or two other matters connected with transfers remain to be noticed. 2 Ch. or made without the authority of the nominee of the company to the knowledge of the transferor but in the case last mentioned the transferee transfer may {e. although he would be entitled to indemnity by the transferee. if. . C. the person. v. The company is not bound to is Ch. 648]. is important. the transferor can enforce registration. But even after registration the transferor will remain liable if the ' transferee. If a shareholder neglects to have the name of the transferee substituted for his own upon the register of share- name must remain pay up the amount due upon his shares [Walker s Case (1868). 599 Meanwhile the transferor remains liable to pay calls. 618]. takes subject Mining Co. 11 A. Legal Effect of Transfcrs - and the issue of certificates in certain cases. 32 Ch. has been held that. or to a . and he is therefore liable to registration is not primarily liable as a contributory [Hoylake ' Railway Co. and. registration the Walker of (1886). where the calls forfeiture. If the non-payment of calls in arrear involves it any penalties loss of the right of voting). 6 Eq.g. be liable [Crce v. subject to articles of association. . his there. but allowed time for inquiry refused. Wainwright (1901). 163). but remains liable for one year to be placed on the B List of contributories (see s. 30]. The transferor after holders and a winding-up supervenes. feree to indemnify him [Loring v.

64 SECRETARIAL PRACTICE The only duty of the transferor of shares and hand it to the transferee it is . holding a transfer in blank. Great Indian Peninsula Railway Co. 2<> than his vendor (the mortCh. to an authority to him to in the blank with any the name he likes [Walker v. the shares. quence of the contract of an equitable v. arising from the relation of v. ex parte Sargent (1874). the tart that is in blank affects the purchaser with notice. in conse- the purchaser no right to call upon the company title to name upon the register. equivalent. 549]. tills interest gagee) had [France Clark (1884). 52. D. i. otherwise the document is inoperative as a McMorine (1S40). (1859). and here there is a difference in the legal position according as the regulations of the company do or do not require a transfer to be (1) made by deed. B. should be noticed. J. If and by Canaan (1802). f Herts (1906). on his right to registration [Skinner Insurance Corporation (1885). sale.. is which the name Blank transfers are usually given in cases where the transferor desirous of raising money on the shares . and gives to place his has. is to execute a valid transfer insist for the transferee to v. not to prevent or delay the registration [Hooper Blank Transfers. (2) Where of the the regulations require a name 4 De transferee v. is City of London But the transferor under an implied obligation. title he can force the vendor to aid him to acquire a legal executing a proper transfer [Morris 425]. his transferee. he be a bond fide purchaser for value without notice. The purchaser. 1 Ch. 17 Eq. must be inserted before the deed i- executed [Tayler G. 845]. fill A form of transfer signed by a vendor of shares. 18 C. 14Q. 882]. & W. Where the regulations do not require a transfer by deed.e. 28. and hands over it to his purchaser the transfer still in blank. will get a . a mortgagee of shares. 559] deed [Hibblewhite v. p.B. 200 ]. Ch. 273]. 31 L. M. purports to sell them. and he gets no better v. but with the of the transferee omitted. the transferee is entitled to be registered as holder of the shares [Tahiti Cotton Co. is name when delivered to a purchaser. is transfers in the transferee omitted. The transfer by deed. Barilctt (185')). And when name is filled in. . The effect of blank transfers. and J. however. grantor and grantee. But if the provided mortgagee himself in the transfer. IX 257]. See also s.

bond fide holder for value.D. to enter the in the register. R. It (see s. c. C. 1891 and 1892 (54 & 55 Vict. name of his legal personal representative when he becomes a shareholder with all the liabilities. 36). bankruptcy. To provide for the cases of the death. and he is damages against them [Balkis Tom- The Court will rectify the register of kinson (1893). bankruptcy. 396]. company where it has acted on a forged transfer [re Bahia a Railway (1868). may be observed that in the case of statutory companies Chapter XXI) the matter of transmission is governed by . the circumstances in which persons entitled to shares in a representative capacity (e. 584]. The object of the transmission clause is that the representative capacity shall be changed into a responsible capacity. whatever may be the rights as between the holder and the beneficiary. Transmission occurs on death. Thus shares. 1845. c 43 55 & 56 Vict.TRANSFER AND TRANSMISSION complete title 65 to the shares [Easton v. v. certificate from denying that he entitled to the proprietor of the shares.34Ch. consequent rights and In the case of companies under the Companies Acts. far the present chapter has dealt It with the transfer of now remains to deal with the analogous subject of transmission. when the power of transfer no longer exists. A. 9 5]. Transmission. transmission are two distinct things. L. &c. executors) are entitled to be . at any rate in a representative capacity. By the Forged Transfer Acts. companies may make compensation - > for losses arising from forged transfers. under which it is the duty of a secretary. as between the holder and the company. or insolvency of a member. upon proof of the death of a proprietor. the company is are estopped by their Co. &c. shares held and secures that there shall be someone entitled to the by the deceased. 18 of the Companies Clauses Consolidation Act. bankrupt. a transmission clause is almost invariably inIt must be remembered that transfer and serted in the articles. A forged transfer gives no rights to the shares to the alleged transferee certificate but where a company has parted with the share on a forged transfer and this has been passed on to a . London Joint Stock Bank (i88 7 ).g. 3 Q-B.

his estate remains liable to the company. with the consent of the directors (which they shall not be under any obligation to give).' original Table A of 1862 is to entitle The effect of the any such person. beneficially entitled.' that any person becoming entitled. or is The company is to look to the legal not. in the circumstances. in the register of the probate but it is death and production of the not the proper course. S. to enter the representatives in the register as holders of the shares. Table A provides that any person becoming entitled to a share in consequence of the death or bankruptcy of a member shall. SECRETARIAL PRACTICE articles of a depends upon the representative specimens of company. or to elect to have a nominee registered as a transferee. Articles usually provide that the executors or administrators of a deceased sole holder of a share be the only persons recognised by the company as having any title to the share. In due course. transfer such shares. The object of this clause is that the company shall not be concerned to go into questions as to who is. upon producing sucli evidence that he sustains the character in respect of which he proposes to act under this clause. His name is on the register. tions as to transfer. upon require. may.66 registered. and the general result is that executors may. to be production of such evidence as the registered as a company may member. If nothing more is done. or. personal representatives and to them alone. either to be registered as a member ' in respect of the share. but need not. is There no very substantial variation between any of the above provisions. the proper course is to make a note . subject to the regularupt person could have made. after executing a transfer to the nominee. probate or letters of administration are produced to the companv as evidence of the representative capacity of the executors or administrators. have the right. or may. be registered as members. upon such evidence being produced as may from time to time be required by the directors. 29 of the Act makes this clear 'A transfer of the share or other : . or of his title. When a member dies. be registered as a member in respect of such shares. instead of being registered himself. to make such ' transfer of the share as the deceased or bank- Another very common form is &c. One or two articles dealing with the subject may shall be taken as illustrations. as the directors think sufficient.

Foreign and Colonial probates or letters of administration must be re-sealed in this country before the personal representaSimilarly Scottish and Irish probates tive can be recognised. to enter their names. administrator nor the Similarly neither the executor of an administrator of an administrator can be recognised. without more.' executors may. and if they do so. in the ' ' mention of their representative capacity (1908). the transferee will in due course the be registered in the ordinary way. Lord Cairns. of the next of kin. and English or Scottish in Ireland. by statute. Ch. the production of probate of his will his executor with the shares deceased shareholder. 549). estate of the deceased If Pending a liable to the transfer. although the personal representative himself a member. and letters of administration must be re-sealed in England. The person entitled to the unadministered estate of the deceased shareholder. upon production of probate. the then Lord Chancellor. laid it down that the names of executors should not be entered on the register without a distinct and intelligent request on the But when the regulations. a company should not enter the names of the executors upon the As long ago as 1879. But the administrator of a deceased executor must not be recognised. English or Irish in Scotland.TRANSFER AND TRANSMISSION interest of a deceased 67 personal is member of a company. 1 [T. shall. made by his if representative. House of Lords. 415]. who will be one must take out letters of administration de bonis non and the secretary can then recognise that person. leaving assets of the than £100. unaccompanied by any register. Saunders & f 2 Co. transfer without being as So that registered members . upon a request. his next of kin may be permitted to deal with the shares upon making a declaration total value of less verifying the facts. a shareholder has died intestate.C. If this be done. be as valid as not he had been a member first at the time of the execution of the instrument of transfer. it is then the duty of the company. as they compart of the executors. the executors become . in Buchan's Case (4 A. As just stated. In the case of the death of an executor entitles that executor to deal who has not by of the been registered. monly do. provide for the executors being entitled to require the company to register them. H. member remains company.

the produc. where the articles authorise it. arc not fully paid. and may prefer to await a substantial transferee. and names and addresses of the The common practice of making a note in the executors. A form of request by executors. whenever possible. deceased. Upon vest. in the survivor or survivors. In the event of the sale by the executors of part of the holding the holding under s. do with the deceased or his estate. to go on the register will be found on p. a certificate of death is is usually sufficient. or administrators. in lieu of the liability of the estate of the deceased. to f" Appendix 1\ p. tion of probate or letters of administration should be required whilst in the case of the death of one holder in joint account. is to be recommended. 338 (Form 29). where the shares registration of executors .' John Brown alone would indorse the If sent to a bank the warrant would be payable to (say) warrant . the death of a holder in joint account. to accept the liability of the executors. where one required. and giving the names of the executors. see It is desirable. Smith. In cases where executors are to be noted in the register in their representative capacity. Hence the frequent provision in articles that directors shall not be obliged to consent to the they may not desire.— SECRETARIAL PRACTICE and the company has nothing to 68 personally liable on the shares. 337 (Form 28). who may be men of straw. A Form on of Certificate of Identity. the the sell 29 of the Act the —the balance certificates should be made out in name of the certificate. will be found p. For a suggested form o article. names of the executors being given in the margin of Where executors have been noted in their representative capacity. The best method of so doing is. the shares by right of survivorship. dividend warrants should be to (say) made out 'John Brown and others [not named] executors of A. 305. The same the register of probates should give the applies to administrators. to withhold dividends. deceased ' (or as per instructions). compel the registration in their personal capacity of persons claiming by transmission. probate should be exhibited. register of members that probate has been exhibited. As regards the evidence which should be demanded on death. Ac A. ' Courts & Co. Smith. in the case of the death of a holder in sole account. they being entitled to deceased. .

are those usually charged : The following fees For registration of transfer . . s.26 . . . . should be taken to alter the articles of association. desirable that companies should charge fees for the in certain cases. where necessary. registration of various documents. in order to justify the charges.TRANSFER AND TRANSMISSION other changes of It is 69 Registers should he kept of proofs of (hath. and the issue of certificates But none of these fees are properly chargeable. marriage.26 by executors to . and title. Opportunity unless authorised by the articles of association. 2 G proof of death in joint . probate holdings request . . d.

It is. the unpaid balance the balance 5S. By 2s. and on allotment. 6d. 2s. as is generally the case. if (say has been paid on application. There are various other matters directly connected with shares.CHAPTER VIII OTHER MATTERS RELATING TO SHARES We have dealt in Chapter V with the nature of shares. Assuming that a shareholder has paid the application and allotment money due upon his shares. for securing the due payment of the balance requires i. however. the terms of the contract. on October 1st. and that. in Chapter VI with application and allotment. Where the balance it is by the terms of allotment payable at fixed dates. the shares are not then fully paid. is the duty of the shareholder to pay each instal- ment on the date fixed without a demand being made for it. each at intervals of not less than (say) two months. Or again. with which it is proposed to deal in this share-certificates chapter. by the conditions the balance of (say) 15s. and 5s. there may be no conditions as to the pavment of the balance. in which case one or more calls will be made as and when the money may be required. customary for a reminder to be sent.e. Or the unpaid balance may be payable by certain instalments at not less of allotment.. In the 70 . 6d. with and membership. may be payable at fixed dates. the conditions of allotment. : may be made payable bv instalments as follows on June 1st. may be payable by three instalments of 5s. Thus. than certain fixed intervals. due alter the allotment money is paid. on July 1st. the matter of the machinery attention. and in Chapter VII with transfer and transmission. 5s. Thus.

or that a call be made of whatever amount required. the board meeting must be duly convened.. But a company may. A call is owing from the day on which it is made. 56]. McLisler (1875). Automatic Telephone Co. 2 Ch. Power be [Gilbert's to make calls is in the nature of a trust.g. not given to the shareholder [R. 998J.CALLS other cases mentioned.B. Austin's Case (1871). A form of Resolution to make a call will be found on p. 512J. when notice is call is made when the resolution is passed. and a form of Call Letter on p. if a call be made by directors. 16 Ch. the requirements of the regula. 12). v. 71 as is usual. as the case may be. the power Calls. 24 L. (1869). prescribed v.. . D. 209].J. directors for the 5 Ch. 559]. D. 339 (Form 30). 681]. (1900). For instance. But a call made by Bottomley's Case (1881). Co. it is more frequently vested in the directors (see e. The Alma Spinning Co. 128. 39]. good of the company Directors Case the App. although it is payable on a subsequent day [China Steamship Co. the directors is (if. tions call must be strictly observed in making a otherwise the may be invalid. Power to make calls may be vested in the company in general meeting. make arrangements on an issue of shares for a difference between the amounts and times of payment of calls 39)- The amount of the call and the time for payment must be A fixed by the resolution [re Cawley & Co. (1849). and the articles generally contain a provision to that effect.C. and the directors must be properly appointed [Garden Gully Co. vested in them) will resolve that the next instalment of a fixed sum be is called up. Londonderry Rly. 38 L. and afterwards confirmed when a quorum was quorum must be present. as stated above. Since the regulations of the company lias are the terms of the contract all whereby a shareholder call agreed to take his shares. 42 Ch. 932]. (1889). may protect their fall own shares from a call and let the whole burden upon other shareholders [Alexander v. has been held good [Phosphate of Lime Co. and must not exercised by the (1870). Table A. cl. T. if authorised by shareholders in the (s- its articles. but. present [re 1 A. 13 Q. Ch. less than a quorum.

Lien. s.g. although no part of that amount has been called up. calls. holder will be liable for interest on overdue Where Table A. and the payment has to be made out of capital [Lock v. for calls. If the original articles do not so provide they may be altered by special resolution. cl. The provisions of the articles as to forfeiture must be very carefully studied and articles of 1 The scrupulous!} observed. See also p. cl. 84. Table A. The power to accept from a member the whole or any part of the amount remaining special articles.g. A company may prove in is the administration of a deceased shareholder. applies.B. e. 1 Ch.. 1 Ch. even though it is earning no profits. in the case of partly paid shares. for the right of forfeiture is very strictly . given to the Under the articles of association of most companies a lien is company on the shares (or more generally upon the shares not fully paid) of the members in respect of any debts for the time being due from them to the company. insolvent. 13 C. Goode (1853). it may be extended by special resolution to fully paid shares [Allen v. and recoverable at any time within twenty years [Cork and Bandon Railway v. is conferred by s. 24-30). If such a lien exists no transfer of the shares belonging to a member who is indebted to the company should be sanctioned by the directors until the debt is discharged. or similar provision is made in be paid in advance. 39 of the Act upon companies which are so authorised by their articles. however. 827 . most companies authorise the forfeiture of shares in the event of failure on the part of a member to jury any all 01 instalment on or before the day appointed for the payment thereof (see. 17. or if under the original articles the lien only applies to partly paid shares. calls may unpaid on any shares held by him.72 SECRETARIAL PRACTICE A call is in the nature of a specialty debt. 14]. whose estate in respect of the shares standing in his (1900). 656]. and the companymay pay interest on moneys so prepaid. The Committee of the Stock Exchange. s 1 be subject to a lien. 461]. require the articles to provide that fully paid shall not Forfeiture. Queensland Mortgage Co. 14). 173]. McMahon a share- Where the articles so provide (e. v. Gold Reefs of West Africa (1900). for the estimated value of the liability to future calls name [Fuller Table A. (1896). e.g. Hence the above-mentioned provision in many articles. cl. C. A.

Where the articles give no power of forfeiture it the sanction of the Court must be obtained to [Clarke v. fide forfeiture found on A may bond made in accordance w ith the regulations v. R. 171]. 165]. of payment. 324]. A. 412]. Lyltle's be restrained pending the Iron Agency (1877). Form of Resolution of the board to forfeit shares will be p. sums paid by the original holder It since forfeiture [re Randt Gold Mining Co. The articles generally contain a power for the directors to annul a forfeiture. is Randt Gold Mining Co.CALLS— FORFEITURE 73 construed by the Courts. if the regulations so provide [Stockcn's Case (1868).g. 13 Ves. App.C. Larkworihy's Case (1903). 184]. 6 H. 468]. and any irregularity in or deviation from the powers given to the directors by the articles will render the forfeiture bad. entitled to be credited with Co. 129. is Smith (1S69). v. Evans (1868). A if shareholder bring an action to set the forfeiture aside he desires to test its validity irregularity. so as to make him liable for [re made subsequently Exchange Trust. Hart (1858). then (though Table A of 1862. (1807). And where shares have been forfeited for non-payment of calls and re-sold. of the company will not be disturbed by the Courts [Sparks Liverpool Waterworks Co. Notwithstanding forfeiture a shareholder is liable to pay all calls owing at the time of the forfeiture. has been held that where by the articles of association a member is not entitled to vote when calls are due from him. 3 Ch. the purchaser of shares forfeited for non-payment of calls is not entitled to vote so long as the calls are unpaid by the original holder [Randt Gold Mining Eersteling v. 3 ILL. 633]. Forfeiture trial ol an action for rescission . 6S7J. D. 22. A slight claiming interest from date of call instead of date sufficient for the Court to annul a forfeiture [Sweney v. 5 Ch. 2 Ch. applies) fresh calls may be made on the purchaser for the unpaid amount [New Balkis But he (1904). and is liable to pay the calls even after forfeiture.L.C. (1904). [Johnson will v. in the interests of a shareholder to enable him to escape but in the interests company [Spackman v. Wainwrigkt (1901). L. 428]. with interest. adversely to calls But such a power cannot be exercised the former shareholder. 1 A Ch. 7 Eq. make valid A of the power of forfeiture must not be exercised liability. cl. e. 711]. 1 Ch.

or. But it has been held by Warrington.C. A. and new shares of the same nominal value issued as fully paid to the holder in exchange [Rowell v. K. . 194 cancelled. Sambas Rubber Co. but were subject to be re-issued by the company]. and since [Ooregum Gold Co. Rowland and Marwood Steamship Co. that. is Closely akin to the subject of forfeiture of shares. (above)]. (1908) 1 Ch. Lamb v. full amount due on his shares [Bellerby v. as it is more commonly called. a share warrant. 12 A. whether fully paid up or not. Whitworth (1887). fully paid shares may be validly surrendered. A share warrant to bearer. 845].B. 409] . that of the surrender The law upon this subject was for some considerable ' : time thought to have been authoritatively settled by the Court of Every Appeal and to be as summarised in the following extract surrender of shares. v. and therefore transIn other ferable by mere delivery [see also s. Pacaya Rubber Co. under circumstances which would justify a reduction of capital. 2 Ch. John Ron ell & > in which case the surrendered shares were not (1912). Surrender. the principle was involved that a company could not by any device relieve a shareholder from a issue its shares at a discount company cannot the liability to pay the Share Warrants. 125]. in Bellerby v.. For I regard a surrender. except when sanctioned by the Court under the Companies Acts of 1867 an(^ x &77. and is the only exception. N. which forfeiture. Rowland & Marwood Steamship Co. involves a is unlawful. W. the distinguishing number or numbers of the shares being specified. Roper (1892). at p. The issue by a company of share warrants to bearer may be next considered. is a certificate under the seal . J. of the company to the effect that the bearer is entitled to one or more fully paid shares of the company. 32]. 1 call [Jones v.J. L. it may be passed from hand to hand and the bond fide holder of it for the time being i^ entitled to the benefit of it. where a company has power by its articles to accept a surrender of old shares in exchange for new. 14. 455 .74 SECRETARIAL PRACTICE plaintiff upon the paying into Court the amount of the unpaid (1911). A share warrant is by mercantile usage a negotiable instrument. words. (1902). as merely equivalent to a forfeiture ' [per Cozens-- Hardy. A surrender of shares already liable to forfeiture had been held to be valid [Trevor v.C..Forfeiture is a statutory exception. 37 (2) of the Act].

It is common to provide in the articles that the directors may determine. if the company is so authorised by its articles. to have his name If the company enters the name of a entered on the register. It is the articles that the bearer of a warrant may sometimes provided in attend meetings of for calling company and vote thereat. 82. If so authorised. necessary. the bearer of the may be deemed to be a member company for all or any specified purposes. see p.' of a share warrant is. if In order to be in a position to issue share warrants. and from time to time vary. in which warrant is sometimes it in described as a stock warrant. without the warrant being surrendered and cancelled. cl. the conditions issued in place of those lost. however. subject to the articles. As regards the alterations and register in entries to be made in the connexion with the issue and surrender of share warrants. or in respect of stock (which be issued either in respect of fully paid must necessarily be fully paid latter case the see s. 38). or new share warrants out. In cither . subject to his of the depositing the warrant at the office company (see Table A. The Annual Summary must also contain particulars of share warrants (see p.. 89). worn upon which the holder may attend and vote at meetings. a which. Sometimes. warrants may shares. company must be authorised to do so by its articles. be provided for ' The payment of future by coupons or The bearer otherwise. 30). and the conditions upon which a warrant may be surrendered and the bearer registered as a member. person on the register as the holder of the shares or stock specified in a warrant. dividends on the shares or stock included in the warrant may. must be altered for the purpose. the conditions subject to which share warrants may be issued. and p. although the Act describes either case as a share warrant [s. the articles so provide. 41. 75 relating to share warrants is contained in 37 of the Act. SURRENDER—SHAKE WARRANTS The statutory law s. entitled on surrendering it for cancellation. except that the shares or stock specified in the warrant will not qualify the holder as a director the [s. 37 (4) ]. all these matters are expressly provided for by the articles. 37 (1) ]. first and sign a requisition a meeting. 37(3)]. it is responsible for any consequential loss incurred by any person If [s. or destroyed.

when the original series is The coupons payment is are If made payable on presentation at the office of the company.76 SECRETARIAL PRACTICE on the back of the case. numbered consecutively. Coupons Share warrants are more popular on the Continent than in England. for share warrants to be printed in in two or three parallel columns. i. issue of shares is dealt with in 89 of the Act. is by the conditions the bearer it is warrant entitled to notice.e. given by advertisement. and the majority of companies issuing share wan It is not are those whose shares are largely dealt in abroad. per attached to share warrants require no stamp. /ioo. if the consideration for the transfer were the nominal value of such shares or stock. the payment of dividends is provided for by means of a series of detachable coupons. the right to attend being subject to the warrant being previously deposited at the com- pany's Sometimes it is provided that the bearer of a share warrant may notify the company of an address in the United Kingdom where notices notice of meetings. the conditions are usually printed in full warrant. The but of interpretation of the section it some is respects difficult. dates. uncommon languages abroad. in order to facilitate dealings of the s. coupons. correct is believed that the to following a summary the present law as underwriting commissions. It is not. be sent to him. „ . usual for the bearer of a share warrant to be entitled to may three times the The stamp duty on share warrants is an amount equal to amount of the ad valorem stamp duty which would be charged on a transfer of the shares or stock specified in the warrant. generally provided that it may be office. to which reference in may be made. The important subject payment of commissions on the is Commissions. and one of the conditions on the Where warrant may provide for the issue of fresh coupons exhausted. notice of the time of specified not payable at fixed or commonly given by newspapers. is annexed to the share warrant. in advertisement in a accordance with the conditions. however. newspaper if As regards of a share notices of meetings. . both by the payment of company and by vendors the and promoters: . £i 10s.

39). in consideration of (a) an in effect shares may be issued firm at a .e. or rate must be disclosed in any circular or notice. there is rate must be disclosed the (ii) Where no public issue (see p. (i) (above). The amount prospectus. ' Prescribed means prescribed by the Board of Trade (s. inviting subscrip- It would seem that on a statement in of in the and in the case must be made and on subsequent issues a private company it must be made in the first issue the disclosure lieu of prospectus. 648]. S. not being a prospectus. Vendors or promoters who wish to pay underwriting commissions out of money or shares — received from a company. (ii) under must comply with the conditions under where there is a public issue.285). and filed with the Registrar. i. issue (see p. where there is not a public issue. 2. (c) The amount tions. (a) (b) The payment must be authorised by the articles. Brigstocke (1911).— SHARE WARRANTS— COMMISSIONS 1. or (2) in a statement in the prescribed form. ' 2KB. 89 also applies to private companies [Dominion of Canada General Trading v. 43). The amount or rate must be disclosed (1) in the statement in lieu of prospectus. statement in the prescribed form. ment (b) of a commission of or must authorise payan amount or rate equal in to or exceeding that proposed to be paid. and with the conditions (above). By Vendors or Promoters. (i) 77 By the Company. signed in like manner as a statement in lieu of prospectus. The following points are to be noticed as regards underwriting : generally The commission may be paid absolute subscription. : Where there is a public The following conditions must be complied with (a) The articles (either as originally framed. or as altered by special resolution).

E i. long. commission paid for placing debentures must (s. pagnie Ghierale. Paringa Consolidated Mines (1902). form be observed that the Act permits the payment only of ' for one or other of the foregoing. 108]. the shares of a company may not be issued at a discount [Ooregum Gold Co.y8 SECRETARIAL PRACTI' . Except in so in consideration of But it is almost impossible to draw any logical distinction 15]. or statement in lieu (s.C. Koffyfoniein Any discount or in a and will be restrained Mines (1904). however. to the actual underwriter or sub-underwriter. It will ' i. Not only may issued may not be used. it makes no difference to a company which pays 5 per cent. 470 Webb v. D. terms of the Act are complied with [Shorto 101 L. or (b) a conditional subscription. this involves the issue of shares at a discount [ Mosely v. except for the special wording used in to the invitation to subscribe for shares in this case. 307]. in payment of commission. T. but the proceeds of shares this point in view. unless the v. as there is any doubt. to the person who procures underprocuring underwriting writing if — not that person gives away 4 per So cent. 3 Ch. (1893). But where deben- ture issued at a discount are exchangeable for fully-paid sha. either underof or (c) subscription. Shropshire Railways Co. Roper (1892). v . it is advisable to draw underwriting contracts with shares not be applied. far as the payment of a commission an absolute subscription is authorised by the Act. purporting to be merelv the payment of a commission as authorised by the Act. 2 Ch. 598]. 4 Ch. N. will be restrained [Keatinge v.e. v. may be issued at a discount. the decision would or ought Debentures of the have been otherwise. between issuing shares at a discount and issuing shares at par subject to a commission payable to the subscriber for the sha and it is submitted that. and it may a commission said that a commission can only be paid for underwriting or be two commissions. A.e. And a colourable attempt to issue shares at a discount. an agreement to procure an overriding commission. 125]. On the other hand. unless the provisions memorandum or articles of association prevent it [re Com. \Y. Colwill (1909). one for each operation. discount (see below) writing . be disclosed prospectus 81). Campbell's Case (1876).

COMMISSIONand must appear must be given on
in the

79
(s.

Annual Summary

26),
(s.

and particulars
93).

registration of the debenture

Options to subscribe additional shares at par or at a fixed
price in consideration of subscribing part of the capital of a

company

are not affected

by the

Act.

Such options are not an
of the

application of the shares or capital

money

company within

the prohibition [Hilder v. Dexter (1902), A.C. 474]. The previously existing power of a company to pay brokerage
is

reserved

by the Act.

The power had been recognised
v.

in

Metropolitan Coal Association

Scrimgeour (1895), 2 Q.B. 604),

where 2| per cent, was paid. The basis of the decision in the case quoted was that 2.\ per cent, was a reasonable remuneration for the work done by the brokers in placing shares. The decision is limited to work done by stockbrokers, but there appears to be

no reason why similar brokerage should not be paid to any person
or

company who bond
Commissions

fide

renders similar services.
to individuals on the issue of specific
s.

may be paid

shares, subject, of course, to the provisions of

89

;

but more

commonly they
underwritten.
'

agreement means an agreement entered into before the shares are brought before the public, that in the event of the public not taking up the whole of them, or the number mentioned in the agreement, the underwriter will, for an agreed commission, take an allotment of such
part of the shares as the public has not applied for
'

are paid upon a large An " underwriting "

number

of shares being

[per Cotton,
1,

L. J., in Licensed Victuallers' Association (1889), 42 Ch. D.

at p. 6].

The

object of underwriting

is

thus to insure the subscription of

the issue.
of a from the underwriter addressed to the promoter of the company undertaking, in consideration of a commission to be paid in any event, to take up a certain number of shares, or a
letter

The underwriting agreement generally takes the form

proportion of them,

if

not subscribed for by the public.

Whether
it is

such letter amounts to a concluded contract, or whether

merely an

offer,

the acceptance of which

to the underwriter, depends

upon
to

its

must be communicated terms [Consort Deep Level
(say)

Gold Mines (1897), In practice it is
1

1

Ch. 575].

common

pay a broker or other person

per cent, overriding commission for his procuring others to

80

SECRETARIAL PRACTICE

underwrite, and to pay to the underwriters (say) 4 per cent, for A better course, their underwriting or conditional application.

however,
of the

is for

the

company

to enter into a contract with

some

individual or syndicate to procure underwriting, to the satisfaction

company,

for the

written, the consideration being a

whole number of shares to be underthereupon the lump sum
;

individual or syndicate enters into sub-underwriting contracts

with others to cover the liability undertaken on such terms as
arc thought
It is
fit.
s.

Where a company has paid commission in respect of any shares or debentures, or allowed any sums by way of discount in respect
provided by
90 that
'

any sums by way
of

of

any debentures, the

total

amount

so paid or allowed,
off,

or

be stated so much thereof as has not been written until the whole amount in every balance sheet of the company
shall

thereof has been written

off.'

CHAPTER IX
BOOKS OF A COMPANY

The books which
the following
i.
:

a

company
Members
(s.

is

by statute required
25).
p. 113.
(s.

to keep are

A
A A

Register of

(s.

2. 3.

Minute Books

71).

See

Register of Directors or Managers
Register of Mortgages or Charges

75).

See p. 120. See
p. 173.

4.

(s.

100).

No other books are expressly required by the Act to be kept, but
in addition various other
in the case of

books are either necessary or desirable most companies. Amongst them may be mentioned
:

the following

Ordinary Books

of

Account, and

Receipt

Books.

See

Chapter XIV.
Certiiicate

Book

(containing certificates with counterfoils).

See

p. 37.

Balance Receipt Book.
Register of Transfers.

See
See

p. 55.

Register of Certificates Cancelled.
p. 60.
p. 86.

See

p. 55.

Index to Share Register.

See

Book Receipt Book
Receipt
Register of
of Title.

handed over counter. See p. 57. for Transfers sent by post. See p. 57, Proofs of Death, Marriage, and other changes
for Transfers

See

p. 69.

Register of Powers of Attorney.
Directors' Attendance Book.

See

p.

i_'_\

Seal Book.

See

p. 123.

Register of Debenture-holders.
81

See

p.

17^.

G

82
Share
Register.

SECRETAKI \L PRACTICE
The
register of

members, which may be kept
:

in

one or more

books, must contain
(a)

The names, members

addresses,
;

and occupations

(if

any) of the

(b)

A

statement of the shares held by each member, distinguishing each share by
its

number

;

(c)

A

statement of the amount paid or agreed to be considered as paid on the shares of each

member

;

(d)

The date
as a

at

which each person was entered on the
;

register

member
at

(e)

The date
(s-

which any person ceased to be a member

25).

In practice the register, to be of real value, must necessarily shew a good deal more than the matters stated above. The transfer of part of a holding must be provided for and the resulting balance shewn, and there should be references, both in the case of shares acquired by a member by transfer and in the case of A form of shares transferred by him, to the transfer numbers. Share Register will be found at p. 340 (Form 31).

In the case of the issue of share warrants, the
holder must be struck out of the register, as
if

name

of the

he had ceased to

be a member, and there must be entered in the register (i) the (ii) a statement of the shares fact of the issue of the warrant
;

or stock included in the warrant, distinguishing each share

by

its

number

;

and
is

(iii)

the date of the issue of the warrant.

Until

the warrant

surrendered, these particulars are to be

deemed

to be the particulars required
register.

by the Act

to be entered in the

On

the surrender of the warrant the date of the surif it

render must be entered as

ceased to be a

indies at
in the

were the date at which a person This will complete the (6)]. this part of the register but on surrendering the warrant

member

[s.

37

(5)
;

for cancellation the bearer is entitled to

be registered as a

member
number
on

ordinary

way

[s.

37

(3)].
it

In the case of joint accounts,
this limitation its articles
vision.

is

undesirable for the

of holders to exceed four, but to enable a

company

to insist

The names

of

all

should contain an appropriate projoint holders, however many, must,

BOOKS OF A COMPANY
of course, be entered

83
limits

on the

register.

Within reasonable
in the

more than one account should be allowed
names.

same name

or

As regards

alterations of

names

in the register, in

the case

of the marriage of a female shareholder the marriage certificate

should be produced before the necessary alteration

is

made.

A

Form

of Request

is

useful as giving a specimen of the new-

signature.

In other cases of change of surname, the deed poll,
'

or copy cf the

London Gazette

'

containing the notification,

should be produced.

Any

other documentary evidence should

be verified by a statutory declaration.

On

acquisition of

title,

documentary evidence need be insisted upon. In all the above cases no new share certificate need be issued, but the existing certificate should be produced for marking. There is a prohibition against the entry on the register of Trusts, trusts. No notice of any trust, express, implied, or constructive, shall be entered on the register, or be receivable by the Registrar, in the case of companies registered in England or Ireland (s. 27). 'The object of the section,' says Lord Justice Buckley, is (1) to relieve the company from taking notice of equitable interests in shares, and (2) to preclude persons claiming under equitable titles from converting the company into a trustee for them [Buckley on the Companies Acts, 9th edition, p. 75). More commonly companies have in their articles a provision which goes further than s. 27, and is to the effect that the company shall be entitled to treat the registered holder of a share as the absolute owner, and shall not be bound to recognise any equitable or other claim to, or interest in, such share on the part of any other person. An excellent form of such an article is as
no
official
'
'
'

'

follows
'

:

The company shall not be bound by or recognise an}' agreement to transfer or charge any registered share, or any equitable, contingent, future or partial interest in any registered share, or any other right in respect of such share, except an absolute
right thereto in the person

from time to time registered as the

holder thereof, and except also, as regards any parent, guardian. committee, executor or administrator or assignee of a registered
shareholder, his respective right under these presents to

become

I

SECRETARIAL PRACTICE
in

a registered shareholder
share.'

respect thereof, or to transfer such

A company
letter

receiving notice of

any

lien or equitable interest
it.

should accordingly decline to recognise

A

suitable form of

by the company,

in reply to a notice of lien or equitable

be found on page 341 (Form 32). In the event of a subsequent letter being received from the holder to the effect that the lien or charge is satisfied, and requesting the deletion
interest, will

of its

mention in the company's books, the company should reply

as in

Form 33

(p.

342). of

But the holder

an equitable interest in shares
v.

may

get

the Court to interfere in his behalf [Binney

Ince Hall Coal Co.

(1866), 35 L. J. Ch/363], and he can restrain the company from allowing the shares to be transferred by taking proceedings

under the Rules of the Supreme Court, Order 46, Rule 4, if he so Otherwise the company is not bound by any desire (see p. 62). notice of equitable interests which it may receive, so that successive mortgagees will date entirely according to priority of

charges [Societe Generate v. Walker (1886), 11 A.C. 20]. If, however, a company, having a lien over its shares for all debts due

from the holder thereof, receives notice that another person holds the shares as security for a debt due, the company cannot claim priority for a debt which became due to the company from the holder after such notice has been received [Bradford

Banking Co. v. Briggs (1887), 12 A.C. 29]. As between the registered shareholder and his cestui que trust in their relation to the company, the former is the person who is liable for all payments which have to be made in respect of the shares, and this liability is not limited to the amount of the
trust estate [see

Muir

v. City of

Glasgow Bank (1879), 4

AX.

337].

The beneficial holder is, however.bound to indemnify the registered holder, and his personal obligation is not confined to the extent of
the trust property [Hardoon v. Belilios (1901), A.C. 118].

This

right to an indemnity cannot be enforced while it is uncertain whether calls will be made [Hughcs-Hallctt v. Indian Mammoth Mines (1882), 22 Ch. D. 561], but can be enforced if there is

evidence

thai

call-

will

be

made \Hohbs

v.

Wayet

(18$

36 Ch. D.256].

BOOKS OF
The
register of

A

COMPANY
at the

85

members must be kept

company's

inspection,

and must be open during business hours to the Any other person may inspection of any member without fee. inspect it on payment of a fee not exceeding one shilling for each
registered office,
inspection.

be restricted by the company in general meeting, provided that not less than two hours daily be allowed [s. 30 (1)]. Any person, whether a member

The hours

for inspection

may

any part of it, or of the annual summary (see p. 88) on payment of a sum not exceeding sixpence for every hundred words or part of a hundred
or not,
require a copy of the register, or of

may

words required to be copied [s. 30 (2)] but he is not entitled to take copies himself without payment [Balaghdt Gold Mining Co.
;

The right to inspect and require copies It may be observed ceases when the company is in liquidation. that in the case of statutory companies (see Chapter XXI), there
(1901), 2

K.B. 665].

is

a right to take copies [Mutter

v.

Eastern and Midlands Railway

(1888), 38

Ch.D.
all

92].

The

register

may

be closed for a period or periods not exit

ceeding in

thirty days in each year, but before so closing

the

company must
situate
will
(s.

give notice

by advertisement

in

some newsoffice is

paper circulating in the district in which the registered
31).

A

form of

directors' resolution to close the

books
Rectification,

be found on

p. 129.

a

The Court has power to rectify the register in any case where name is improperly entered in or omitted from the register,
is

or where there

default or unnecessary delay in entering on the

register the fact of a person having ceased to be a

person aggrieved, or any

member

of the

member. The company, or the com-

pany itself, may apply to the Court for rectification [s. 32 (1)]. Where an order is made by the Court under this section, tinsecretary's duty is to strike out the entry ordered to be struck out by drawing a line through it, or to make the entry ordered to be made, as the case may be. He should add some such words as This entry was deleted (or made) pursuant to order of the Court, dated the th day of An entry which has 191
'

.'

to be struck out should not be erased.

directed or authorised

The register of members is prima facie evidence of any matters by the Act to be inserted in it (s. 33),

in the share register. ' ' ' India and the Commonwealth of Australia. possessing greater advantages. time. which [s. and does not lend itself to ready handling when there is work in hand requiring a considerable staff or urgent completion. 34). &c. be made 35 of the Act. is to have an index book to the share register containing such particulars . and showing the folio payment of dividend. and of any change in its situation. Reference has to be made to the share register more often probably than to any other statutory book of the company. including not only the address of the stockholder as originally registered. but also the various changes of his address from time to time. with a simple index of the name with the address as changed from time to time. but on a big register it is very cumbersome. especially in companies having a big register. A duplicate of a colonial register at duly entered up. The Registrar must be notified of the situation of the office where any colonial register is kept. together with a note as to ing of reports and special instructions as to the sendand statements. office. reference may 35 (3)]. keep in any colony where it transacts business a branch register of members resident in that colony.' articles permit. details as to colonial registers. and can turn up any particular account without delay. Another method. deemed to be part of the principal register For further to s. a whereby reference to the in register itself is same method minimised by the and at the recording of the various notes relative to any particular account such index. and it is often a source of trouble to the secretary to find a simple and reliable method of index to the register. A company if its authorised to transact business in a colony may. is the company's registered must be kept. and of its discon- tinuance duplicate (s. Probably the most usual form all is for the register to contain the necessary particulars. is This method tli«' doubtless sufficient in a small company where know- clerk handling the books readily acquires an intimate ledge of the accounts. notes with regard to distring powers of attorney.86 SECRETARIAL PRA< "TICE may be displaced by evidence but the presumption thus raised of the incorrectness of the entry. This Colony includes British register is called a colonial register.

instructions with regard to dividend. any). and consequently a search filled for any name becomes more and more tedious as time goes and the index hooks become and defaced by reason of names on.iittr it is useful to provide a third column under each when the balance of the account may be thrown out every operation. up with new names. it *7 to the proprietors and their minimise the necessity of reference to the register to Share Register. and among the more recent is a very useful card index which has been introduced by some of the larger companies. not only in the register itself. all Card Index. 344 (Form 35). Supposing. together with his full name. a form of which appears on p. heading. If the business very extenshe. will in be found on p. any attempt to keep the names in alphabetical order particular is futile. original (if stock. of holders who have sold out being ruled off the book. for example. particulars most of them are reproduced on the cards It will for easy reference and handling. showing the particulars A form of Index may contain. must not be allowed to take the place of the share register. In the ordinary course the alteration to the card in regard to in the proprietor's holding is not done in the same detail as are. of course. with the file number where any correspondence relating to his account may be found. as it would be obviously improper to rely solely on loose cards for so important a purpose. Even this method is not wholly satisfactory the case of large companies. though containing very full particulars. full be observed that the card comprises at a glance particulars of the proprietor's holding in the several classes of and altered addresses and any other matters of a like nature. since. that several transfers are dealt with on one date. .BOOKS OF of A COMPANY holdings as itself. but also in the index book. Various attempts have been made to improve this system. the share register. while they will posted severally into the register. and the number of the folio where his account may be found on the share register. 343 (Form 34). so that while are entered in the register for safety. . The card index illustrated. the card out of the account as the case show simply the is date and the total value of the several transfers either into or may be.

An in the important point to note the facility with which any . while. are of all company. they should made up from the is be checked from the share register. which in consequence all contains the information necessary to enable practically in every opention requisite the share department to be carried the is out without reference to the share register. the cards may be divided into small quantities among several members of the staff for the purpose of addressing the necessary envelopes. the may conveniently be dealt with. The statutory form of this document contained in the Third Schedule to the Act.88 SECRETARIAL PRACTICE All other matters concerning the account are entered not only in the register. and members of the persons who have ceased to be members . is Annual Summary. dividend sheets should be Thus. as it is commonly called. though of necessity the register must be used. 26 contains the statutory law on the subject. the dividend sheets staff may as be spread over a larger than for is possible when reference has to be made to the old- books the purpose. It must be made at least once in every year and must in that Schedule. Other points of advantage in the card system are (a) the for keeping the index of names in strict alphabetical order. Form E contain a first list of all persons who. and the dispatch of the circular consequently achieved in a few hours. while the cards. but also on the card. and (b) after the annual return has been made to Somerset House. being and s. or any operation of a like nature. or. particular work can be accomplished with the cards for example. the time objection to the use of the card of the full particulars in met by the retention the share register for reference when necessary. of a dividend. event of the directors requiring the urgent dispatch of a circular to the stockholders. thus starting each year with a clean index. if payment involved. In connection with the register of members. Similarly. the dead cards may be taken out and kept separately. The Annual Summary must be contained in a separate part of the register of members (which itself may be kept in one or more books). on the fourteenth day after the or only general meeting in the year. stated is above. the annual list facility ' ' and summary.

BOOKS OF A COMPANY since the date of the last return. of particulars. all such transfers. in the case both of commissions and of sharewarrants issued and surrendered. on the fourteenth day present . giving summary of its share capital.B. . audited by the company's auditors. which. with regard to these particulars that. addresses.e. particulars of shares transferred since the date of the last return (or in the case of the first return since (a) the incorporation (b) of the company) by present .' This statement is date. whilst requiring the disclosure of the total amounts since the date of the last return. Seebohm & Co. and its such particulars as will disclose the general nature of these liabilities assets a and assets. 354) . in the Sheet.. or (in the case of the since the date of the first 89 return) company's incorporation. 2 K. but the recent decision in Galloway v. duly returning the particulars Statement is ' There private little difficulty in referred to above. members. (1912. but the summary company) required to include (except in the case of a g j-n™ a statement . but the balance sheet need not include statement of profit and loss. and containing a assets. the Act. The says the Act. or from the statutory form of annual It is noticeable summary. : The (1) list must state the names. omits to require in the case of the first return the total amounts is since the company's incorporation. * form of a balance sheet. but the date to in the statement. and need not be set out here. and (4) the past members referred to above the dates of registration of list. its liabilities. which may readily be ascertained from 26 (2). and how the values of the fixed have been arrived at.. must contain a summary. mentioned above) (3) . must specify a number s. besides distinguishing between shares issued for cash fully or partly and shares issued as paid up otherwise than in cash. made up to any particular made up must be specified The proper method of making up this statenot required to be which it is in fact ment has given rise to considerable difficulty Scliill. and occupations of all the past and (2) members referred to above the number of shares held by each of the present members at the date of the return (i. by a palpable oversight.

and to what amount another principle has been applied.' where different principles of arriving at these values have been applied. Thus if buildings. and should therefore. decisions..' these i. and goodwill and trademarks at the sum at which they are taken over by the companv. a shareholder ought to know from the statement to what amount of fixed assets one principle has been applied. Mr. and that include a statement of profit and loss. the case of large companies.e. were held to be the same thing as view to profit. It was held that the section was only intended to get a certain amount of information. Justice Pickford went further and held that separate values ought to be attached to tangible (e. i. go SECRETARIAL PRACTICE amount of light has thrown a certain the statute.' As to the ' words ' fixed assets. share capital. but not to be inquisitorial. Default in complying with the requirements of the Act as to the annual li>t and summary renders the company and its .g. the total values of each of the two classes ought to be stated. machinery.' or the ' pricing out of each particular asset. its liabilities.' prop' acquired and intended for retention and employment with a as distinguished from ' 'circulating capital. As regards the words how the values of the or sale at a profit. a statement prepared on the lines indicated al will apparently satisfy Somerset House. and not merely one value for both classes together. and a summary of its do not mean ' ' a detail of the assets. signed by the manager or secretary. need not . or to require all the details words assets ' The which are frequently found in balance sheets. be put in hand as early as possible.e. although the Lord Chief Justice was careful to do no more than give a decision on the particular facts. less depreciation.' meaning property acquired or produced with a view to re-sale. on the requirements of From the judgments in that case one may obtain some guidance. the statement in the form of a balance sheet it must be audited by the company's auditors.g. goodwill and trade-marks).liter in as and summary must be completed within seven days day mentioned above. fixed assets have been arrived at. and fixtures have been taken at cost. a copy of it. must be This list the fourteenth forwarded to the Registrar forthwith. fixed capital. It will be noticed that the balance sheet. buildings and machinery) and intangible Pending any further assets (e.

The company maybe convicted if the return is misleading [Grosvenor Bank v. D. made in previous years Assurance Institution (1883). Tyler (1891). yet who are themselves in default as regards the holding (s. 10 Q.B. 588]. 1 ing has been held as a defence to proceedings for default in tiling the Annual Summary K. The summary may be inquired into [Briton Medical Association (1888). been 129] .BOOKS OF directors or A COMPANY A • n tary has 91 held liable as also managers liable to manager [Gibson a former director [Edmonds penaltii v. no general meeting has been held. . Lawton (1911). T. 39 Ch.B.B. 2 Q. 45 L. v. C. truth or falsehood of the statements contained in the list and against a conviction to the Divisional Court. J. Boater (1885). Barton (1875). 49 J. An appeal lies Foster (1876). 774]. 41]. 48 L. Penalties can be recovered for default [/v. 61]. cannot rely upon the fact that no meet[Park v. but not further to the Court of Appeal [R. v. Catholic if ance with the statute directors. 588]. Although the returns cannot be made up strictly in accordv. M. P. 675]. of the meeting 64).

all company and to prepare. or supervise the preparation notices to ensure due despatch to the proper persons. notices of the company and registered office head the notice. The address of the of the company. 14). of course. be remembered that by s. 13). secretary. s. proposed in this chapter to deal generally with the notices which a company may require to give to its A very important duty their of the secretary of a of. or other authorised officer of the cornits pan v. the all word ' mentioned in legible characters in (see p. follows : Board' to appear over the signature Thus the general form of the notice will be as 92 . Or the date will be As regards 117 of the Act signed provides that a document (which by s. the signature. or authentication. with the date. by s. from which the notice will in this will general be sent. the shareholders the ordinary and is without the authority of and proper method of authenticating a notice for the w 'By order of the the secretary.' must have its name. of course. It will 63 every limited company Limited. 116 of the Act. a document (which includes a notice) at or sending it It is may be served on a company by leaving by post to the registered office of the company members. placed at the foot of the notice on the left-hand side. is (see p. of the notice. and need not be under not.CHAPTER X NOTICES We it have already seen that. by a will director. 285 includes notice) or proceeding requiring authentication by a company may be seal. common The secretary send out any notice to the board. including. will follow.

Apart from the preliminary matter of ensuring that the meeting is convened by the proper authority (as to which see 102). 105). it is Ambiguity should be carefully avoided. and many must be consulted. the secretary's duties as to convening a meeting are three- fold. have to be convened are the statutory meeting and ordinary general may from time to time be necessary. although accuracy and clearness require of expression are. (1885). or convened on requisition. require seven Notice - of days' notice at the least to be given. such as notice of call. July 2$th. By order of the Board (Signed) John Smith. will document. E. He must . notices unquestionably are notices of Notices of Others. 35. I hereby give you notice that.C. In addition. I am directed to inform you that. whether the meeting be the statutory meeting. and commencing in some such form as follows Dear Sir. .C. take care it is (1) that the proper length of notice all is given it . or an ordinary or extraordinary general meeting. Company. This. -•<) means 204]- seven clear days [Railway Sleepers Co. Length special articles. literary style should not be the first consideration in a business The general meetings meetings. without more.' and concluding. Notice is hereby given that. Yours faithfully. with the address and date following. As regards the length Table of notice. notice to bearers Meeun S s - of share warrants of declaration of dividend. do not special treatment.NOTICES The A..' or Sir. headed by the name of the company. of a company which (p. &c. Secretary. of course. Ch. 1 912. cl. London. Notices to individuals will in general take the form of letters. &c. whether convened by the directors on their own initiative. B. John : — ' ' ' Smith.. (2) that duly given to persons entitled to receive and (3) that it is properly framed. Secretary. 221 93 Bridge Street. &c. The salient point to remember is that the provisions of the articles must be strictly followed. extraordinary general meetings p. necessary..' The most important general meetings. &c. and although desirable to write English. Limited. the articles A of 1862.

served as required by Table A. the latest day for posting the notice.94 SECRETARIAL PRACTICE accordingly. company do not provide s. and articles of the all depends on the company. 49. called they are empowered meetings tor certain tor specified purposes. in the case of a In the rare cases where the articles of a for the length of notice. In despatching the notices the secretary will have to consider whether this all the shareholders are entitled to receive a notice. Notices need not be sent to shareholders who choose . 22 L. are not entitled to receive notices or to attend general meetings. should be posted not later than the nth. to. But in cases where particular shareholders are simply excluded from the right to vote at general meetings. In the absence of regulations to the contrary. course of post. t and more particularly meetings convened he purpose of passing a resolution for winding up. e. if sent by post. But sometimes the regulations provide that a member Living abroad may appoint an agenl t<> . 67 of the Act applies. to reside abroad [Union Hill Silver Co. L. meeting to be held on the 20th. 2 H. neither the clay day of the service of the notice. nor the on which the meeting is to be held. the shall day of the receipt of the notice .g. Articles. often prescribe that. 400 Smyth v. (1870). if the meeting is to be held on the 20th of the month. 789]. C. this provision does not apply [Pavilion. whilst certain classi are excluded from general to at toiul meetings. shareholders on the register are entitled to receive notices of meetings votes as they are entitled shareholders. and since which notice is given) clause no provides that a notice shall be deemed to be served at the time at which the letter would be delivered in the ordinary the day on which the notice but inclusive of the day ' . N cl. must be counted in the seven days. Darley (1849). provides for ' seven days' notice at the least (exclusive of for is served or deemed to be served. would in general be the 12th. 235]. unless otherwise provided. W. ewcastle-on-Tyne (191 1). shareholders specially In some companies. be counted but not the day of the meeting in such a case. Table A. in general. N. however. where clear days are elsewhere required. and to attend and record such But sometimes particular classes of preference shareholders or shareholders in arrear. the notices. Therefore. and the notice will be a seven days' notice. it would appear that they are entitled to receive notices ami to attend and even to speak at meetings. T.

made by pursuance of the the bearers may provide for notices being given to by advertisement. 65 S. yet having regard to the special wording of s. that the statutory report shall be sent to every member company ' every other person entitled under the is.' differ from those of s. it appears to be intended that no If. 656]. whose name stands first on the Representatives of a deceased or bankrupt shareholder are not entitled to receive notices until they have become members by formal registration [Allen 1 v. although they S. for the sending of notices to that address. however. Act to receive If the notice of the statutory meeting as is common. Gold Reefs of West Africa (1900). other than the statutory meeting. Where the company has (see p. where they have furnished the company with an address. . a company it has issued share warrants before the statutory meeting. With reference to the statutory meeting. issued share warrants to bearer the directors in the articles. or. all the shareholders must necessarily receive it. clear that.' (as well as to it). 95 and notify the company of the fact.' Although there can be no doubt that some members for the ' may be precluded from attending general meetings of the com- pany. 74) . of the be Act provides for ' a general meeting of the members of the 65 (2) ' company provides of the which shall be called the statutory meeting.NOTICES receive notices. The words of s. in the case of shares registered in joint names. indorsed on the statutory report. 'a general meeting of the members of the company. member is to be precluded from attending that meeting. Ch. 64 (1) (which makes provision annual general meeting) a general meeting of every company. doubts have been all expressed as to whether the members of the company not all (1) are necessarily entitled to notice of it. 65 (1). or by posting up a copy at the registered office of the company. it would be unsafe to assume that certain members need not receive it. only the person register is entitled to notice. or regulations articles. or that the company may give notice by advertisement. 65 (1) and to the object of the statutory meeting. may entitled to notices of other general meetings. But even if it is not. It is commonly provided that. apart seems or from special provisions in the articles.

day. Special business usually defined as business transacted at an extraordinary all general meeting. Vale of Neath Brewery Co. App. a holder is not entitled to notice of the statutory meeting or to receive the report. that a meeting has resolution outside the scope of the notice. is not to invalidate the meeting. not necessary that they should be directed exactly in the same way as the member's address appears upon the register. 93]. 37 (4) ]. 2 Ch. since he not a In addressing notices it is member [s. Darley (1849). Haughlon (1874). Tahourdin And. balance sheets. of course. there are provisions in the articles to the effect that the accidental omission to give notice to any member. and the consideration of the accounts. The principle of law. The sufficiency of notices has frequently been discussed before the Courts. except the sanctioning of a dividend. C. as is commonly the case. the primary point to remember (1867). In framing the notice.96 regulations SECRETARIAL PRACTICE made by the board in is pursuance thereof. and a few recent instances may be mentioned as affording some guidance. De G. It is . 2 H. even a single member will render a resolution invalid [Smyth v. to the effect that a notice of a meeting to transact what is commonly described genera] nature of the business. the provisions of the (1884). and G. articles D. Isle of 320]. R. but the member's place of abode must be given with substantial accuracy [Liverpool Marine Insurance Co. The articles usually provide that the notice of a meeting shall of special is state the place. as special business must state the just mentioned. or the non-receipt by any member of the notice. Contents of Notice. and in the case business the general nature of such business. 1 is that the meeting has no power to pass any resolution outside the scope of the notice [Bridport Old Brewery Co. must be strictly followed. Lawe's Case (1852). and hour all of meeting.M. 25 Ch. 191 . unless. and business transacted at an ordinary general meeting. 789]. v. 23 W.. v. It is a matter of the utmost importance that proper notice should be given to every shareholder for the omission to serve who is entitled to receive it. 421 . L. Wight Railway Co. and the ordinary it- port of the directors. no power to pass any must be considered in connexion with the common provision of articles of association.

The notice of the annual general meeting stated that the meeting was for the purpose of considering and. The been al>i>' illustrate two general principles which have (1) laid down with v. One alterations as shall be determined upon at such meeting. The directors' report. for 40 per cent. the articles provided that the number of directors should not be more than seven or less than three held. Coope : held. 861] 358 . namely that the notice is musl fairly disclose the purpose for which the meeting (1898). the resolution was passed with the sub: stitution of 30 per cent. 84). in Normandy Ind. v. < regard to notices. that the : business transacted was within the scope of the special business Indicated in the notice [Belts J1 Co. which accompanied the notice. of passing certain resolutions. the Notice was given of an extraordinary .' the resolutions was for the appointment of three specified pnsons as directors. 'roydon Henderson (1889). Here are four concrete examples (1) A notice specified a resolu: tion to the effect that directors' remuneration should be 40 per cent. Fnke (1906). the ratifica- tion of the board's previous election of a director : notice and report together were sufficient notice of this special business [Boschoek Proprietary 148]. and Ch. meeting for the purpose of altering the company's articles notice did not indicate the nature of the alterations. (3) was insufficient [Xormandy v. The notice convening a general meeting stated that the directors' report. 1 Ch. if thought with such amendments and fit. 871]. To this resolution an amendment was ' 1 >i carried that two additional specified persons should also be appointed. Tramways Co. Macnaghten (1910). (above) it ]. or is not sufficient. that the special business not referred to in the notice. (2) Lord Westbury. namely. mentioned held. (1908. 1 Ch. Coope & Co. that the alteration v. Tiessen B . would be held for the purpose of receiving and the election of directors and auditors. I (2) that at the same time it must not he construed with excessive strictness [see remarks of .NOTK impossible to lay is I IS fast rule as to 97 down any hard and what notice v. con- vened [Kaye \ . (4) Company v. 1 Ch. since it has been held. 1 Ch. held. that the notice & Co. 2 Ch. of certain profits . did not invalidate the resolution [Torbock (1902). that the sufficiency of a notice must be determined by the special circumstances of each case. which were important Ind.

in convening general meetings for the transaction it which and then. Extraordinary Resolution. at the meeting. from the date of the first meeting.. on at 19 . . extraordinary resolution.. . the notice should state the resolutions is proposed to bring before the meeting . any amendment relevant to the resolution may properly be moved and carried. E. nor more than one month. as indicated by the cases referred to above. the statutory meeting House. of the company will be held at day. In this connexion s. reported in footnote 12 Eq. . 1908. 69 (1) ordinary resolution and a special resolution are respectively and important to where an extra- denned. of which notice has been duly given. I. As regards the statutory meeting ' the : body of the notice will be in the following. Great care must be taken in framing a notice of a meeting at which it is proposed to pass either a special or an of special business. L.J. Street. . A resolution shall be a special resolution when it has been : . . the th day of Loudon. and held alter an interval of not less than fourteen days. in Wright's Case (1868). 65 of the Companies (Consolidation) Act. . or some similar form Notice is hereby given that. and person or by proxy at confirmed by a majority of such members entitled to vote as are present in are (where proxies allowed) a subsequent general meeting.' In general. 345].. A number of forms of common resolutions will be found in Chapter XIII. 2. provided it does not go beyond the scope of the notice. (a) x passed in manner required for the passing 01 an .98 SECRETARIAL PRACTICE Selwyn. o'clock. Resolution. extraordinary resolution (b) . . pursuant to s. it is observe the precise words of (2).C. These two sub-sections run as follows : A resolution shall be an extraordinary resolution ^ when it nag ] )een passed by a majority of not less than three-fourths of such members entitled to vote as are present in person or by Special proxy (where proxies are allowed) at a general meeting of which notice specifying the intention to propose the resolution as an extraordinary resolution has been did} given.

. the two meetings may be convened by one and the same notice. 240]. of passing the following extraordinary resolution. notice will accordingly be in The body of the the following. 191 . N. or some similar. the th. for the purpose of considering and. day. The particular article ran as follows ' : Whenever it is intended to pass a special resolution. that this does not involve the notice specifying that the resolution is to be proposed as an extraordinary resolution {Pcnarth Pontoon Co. .' And it has been held by Swinfen Eady. day the ot of day 191 at noon. o'clock in if thought : passing the following [extraordinary] resolution 'That &c.' Sometimes the articles of a company provide that the two meetings may be convened by one and the same notice. thought fit. for the purpose of considering and. day of .' convened. and it shall be no objection that the notice only convenes the second meeting contingently on the resolution being passed by the requisite majority at the . &c.' Should the above resolution be passed by the requisite majority it will l>e submitted lor confirmation as a special resolution to a subsequent general meeting to he hereafter . at o'clock in the if noon. (1911). W. in the case of an extraordinary must specify the intention to propose the resolution as an extraordinary resolution. . J.NOTICES It will 99 resolution. notice The body of the may ' be framed as follows : Notice is hereby given that an extraordinary general meeting of the above-named company will be held at on the lit. the notice be observed that. form : Notice is hereby given that an extraordinary general on meeting of the company will be held at ' . None the less it is probable that the cautious secretary will prefer to word his notice as he did before the decision just mentioned.' But of in the case of a special resolution it will be noticed that for the passing the resolution must be passed ' in manner required an extraordinary resolution. and it has been decided by the Court of Appeal that such a provision is valid.

will be held at o'clock in on the the day of 191 at noon. nol more than one month. the th at o'clock in the noon. suffice. . : be proposed ' And notice is hereby also given that a further extra- ordinary general meeting of the company . D. &c. [Rai/nay Sleepers Co. and of confirming. when the said resolution will be submitted for confirmation as a special resolution. 204 Accordingly. on day. if.loo first SECRETARIAL PRACTICE meeting ' [re North of England Steamship Company. In such a case the form of notice given above will in substitution for the final paragraph. 15]. be held at 191 . if the lust meeting has been held on the 5th of the month. 2 Ch. if thought lit. the abovementioned resolution. from the first meeting' is convened for a date within the The fourteen days have been held to be clear days . nor more than one month. should the above resorequisite majority. the i^ Last possible confirmatory meeting the 6th of the following day lor holding the month. alter an interval of not less than fourteen days. . 3 of the Interpretation Act. a further extra- lution be passed by the ordinary general meeting of the . In connexion with notices. (1885). 29 Ch. in which case the following form of notice may be adopted : Notice is hereby given that an extraordinary general meeting of the company will be held at on the ' day of at 191 when the following resolution That &c. ' o'clock in the will noon. (1905).' definitely There seems to be no objection to convening both meetings by the same notice. Month.' . care must be taken that the ' confirmatory meeting which must be held date of the statute. having regard to the tact that the interval must be by s. means calendar month accordingly. the earliest possible day for the confirmatory meeting is the 20th.' the following is inserted ' Notice is also hereby given that. company day of will . commencing : ' Should the above resolution. for the purpose of receiving a report of the proceedings at the above-mentioned meeting. as a special resolution. 1889.

possible to / It is.B. i. S. X. summoned for a specific and these are also dealt with here so far as they appear to require special mention. 64 provides for the holding of the annual general meeting. of two or more held that there cannot in general be a meeting of one person [Sharp v. company. &x. at meetings of other S.e. S. as Lord Coleridge said in Sharp v. 67 contains a few general regulations as to meetings.' S. 26 Sanitary Carbon Co. 70 69 defines extraordinary and special resolutions. But. which apply in the very rare instances where a provisions. under the general Act as to meetings while the company is little group of eight sections title of ' Meetings and Proceedings. 65 deals with the statutory meeting and statutory report. S. Dawes (1877). of the a going concern are contained in a 64-71). company's articles contain no appropriate S.D. \Y. Besides general meetings of shareholders. 223]. 68 provides for the representation of companies companies of which they are members. of course. S. board meetings being dealt with class meetings.: CHAPTER XI MEETINGS OF SHAREHOLDERS The subject of this chapter is meetings of shareholders of a in Chapter XII. 71 enjoins the keeping of minutes of general meetings and board meetings. there may also be meetings of a particular class of shareholders purpose specially affecting the class. . 66 treats of meetings convened on requisition. (1S77). The provisions (ss. provides for their registration. 2 Q. S. A meeting prima facie means a gathering And the Courts have in two cases persons. show that the word " meeting " has a meaning .

The statutory meeting meeting of every company is a general meeting. that a general to be held once at the least in evei v calendar year. 102 different SECRETARIAL PRACTICE from the ordinary meaning. 163). both by means of holders the opportunity of the statutory report (see below) which they receive before the meeting. But a company registered on September 20. means the period from January 1 to December 31. 10 O. ordinary general meetings. and by means of discussion at the meeting.. Its next general meeting must be held during the year 1913. The object of the statutory meeting is to give share- making themselves acquainted with the promotion and flotation of the company. of a going company comprise the statutory meeting. unless the issue was sanctioned by an extraordinary resolution of specially the holders of the preference shares at a separate meeting of the holders summoned all in for the purpose. 1912. 43). and not the el iod of a year dating from the company's registration [Gil > n \ 1 Barton (1S75). there seems no doubt that the provision of is 04. which must be held by a company limited by shares not less than one month nor more than three months from the date at which the company is entitled to commence business (see p.B. in case are t': any points not included in the report upon which they d< information. The existing preference shares being the hands of one person. 329]. if it i. is complied with in the first instance by holding the statutory meeting.' and this was shown in the case of East v. The general meetings general meetings. and extraordinary The statutory meeting (s.e. 1 Ch. which becomes entitled to commence .it an interval of nol more than fifteen months from the statutory meeting. and there being nothing in the constitution of the person holding them all. 65) is a general meeting of the members. 'Calendar \. and accordingly s. Bennett Brothers (1911. A company registered in July 1 will necessarily hold its statutory meeting within that year. . and not more than fifteen months after the holding of the last preceding general meeting. In that case by the memorandum no new shares could be issued so as to rank equally with or in priority to the existing preference shares. becomes entitled to commence business before the end of September 1912. company ' to prevent one to be the word ' meeting was held applicable to the case of a single shareholder.

need not necessarily hold its 103 statutory any 1913 preceding day in January 1913. Barton (p.: MEETINGS OF SHAREHOLDERS business on October 10. This seems to be clear from the judgment of Lush. the total amount all . holders of preference shares and debentures of a company shall have the same and inspect the balance sheets of the company and the reports of the auditors and other reports as is possessed by the holders of ordinary shares in the company. person entitled under the Act to receive refer to and to every other These last words 114 of the Act. and in either case the consideration for which they have been allotted (b) . it. and particulars concerning the balance remaining in hand. distinguishing shares allotted as fully or partly paid up otherwise than in cash. 102). meeting until January and if it is held then. Seven days at meeting to every is least before the day on which the statutory statutory held the statutory report must be sent by the directors Re P° rt - member s. meeting. which provides that in the case of companies registered on or after July 1. whether from shares or debentures. . the statutory report must be sent to debenture holders and debenture stock holders. distinguished as an abstract of the receipts oi the company on account of its capital. 65 (3) ] right to receive (a) the total number of shares allotted.. 1908. 95). or on that it is held not later than fifteen months after the statutory J. in (ribson v. The statutory report must state the following [s. care being taken of course 10. of the company (see p. . in the case of the companies referred to. to a date within seven days of the date of there] exhibiting under distinctive headii gs the receipts of the company from shares and debentures and other sour* the payments made thereout. up 01 1. and an account or estimate of the preliminary expenses of the company . Accordingly. it is not necessary to hold the next general meeting until the year 1914. of cash received by the company in respect of aforesaid (c) the shares allotted. and stating in to the case of shares partly paid up the extent which they are so paid up. and of the payments made thereout.

articles unless notice has been given in accordance with [s- the 65 (7) ] the Act provides that ' As regards adjournments. accessible to must be produced. and addresses of the members.' This appears to introduce a for. and this must remain open and meeting a fist [s. is to be observed that no penalty is presci ibed lor failure to send the statutory report to the shareholders. the chairman of a meeting has a discretion as to adjournment. managers (if any). and to the receipts and payments of the company on capital account. must be 65 (5) ]. the modification of which is to be submitted to the meeting for its auditors (if any). Immediately [s- after the report is despatched to the members. . 65 (3) ] company. and to the cash received in respect of such shares. the to the formation of the members may discuss any matter relating has been given or not. may be passed. filed a copy. however. descriptions with their respective holdings. of the company . if there is sufficient time to give the length of notice [s. generally speaking. modification of the usual practice.E04 (d) SECRETARIAL PRACTICE the names. with the Registrar At the commencement of the showing the names. As regards the business at the statutory meeting. and secretary and of the company the particulars of any contract. Notice of a resolution can be given in the interval between the original and the adjourned meetings. [s- 65 (4) ]. be certified as correct by the auditors (if any). But it would seem that at a statutory meeting the majority can compel the chairman to adjourn. together with the particulars of the modification or proposed modification. approval. or arising out of the statutory report. or lor failure to do . addresses. by the sole director and manager and (b) so far as it relates to the shares allotted by the [s. required by the articles of association It 65 (8) ]. where there are less then two directors. it must (a) be by not less than two directors of the company or. whether previous notice No resolution. certified as above. any member during the meeting 65 (6) ]. certified As regards the verification of the report. company. (c) and descriptions of the directors. the meeting may adjourn from time to time.

directors . a shaieholder . In most cases (as. 64 (i). at which it was resolved to call Accordingly. The articles generally make provision for the approximate time when it shall be held. Any provisions of the articles must. and empower the directors to fix the date. consulted as to convened under proper authority. for instance. and that any resolutions passed thereat are validly passed. not act without meeting as a board and it may be observed that an article to the effect that a resolution in writing signed by all the directors shall be as valid and effectual as if it had been passed at a meeting of the directors duly called and constituted is objected to by the Committee of the Stock Exchange. be read subject to the provisions of s. It is and most articles of association require. if any. place and hour. states the dividend. and the articles should be who may convene a meeting. which should be carefully Meeting. and the secretary. acting on their instructions. the secretary's see that the .ii 1 Unless the articles otherwise provide. may . in general be to firsl duty will board meeting. in clause 48 of Table A) the directors may convene an extraordinary general meeting whenever they think fit. however. and explains when necessary the salient points in the balance sheet and accounts for the year. 65 (9) 129 137 (1) As regards the ordinary annual general meeting. which require a general meeting to be held once at least in every calendar year. company for the year in comments on the leading features of the company's business. and mentions the directors and auditors retiring and offering themselves for affairs of the the report usually re-election. consulted. up the company [ss. last and not more than usual for. or for failure to file 105 a copy. fifteen months after the holding of the preceding general meeting. will then prepare and send out notices. Before convening a meeting is it is necessary to be sure that it Wn0 ma y Meeting. the directors to send to the shareholders before each annual general meeting a report on the review . recommended by the directors. present a petition lor winding ]. i. this is usually Annual fully provided for by the articles.MEETINGS OF SHAREHOLDERS so within the required time. As regards extraordinary general meetings regards all general meetings — — and indeed as it will be the secretary's concern to see that every meeting is a valid meeting. But in case of default in holding the statutory meeting or filing the statutory report.

66 (2). v. Although a secretary cannot convene a meeting without under the authority of an irregularly authority. and it must state the objects of the meeting. within twenty one days. 270]. that meeting are not invalid [Boschoek Proprietary Fuke (1906). 148]. 66 of the Act. The articles may possibly provide that general meetings may be convened by others than the directors. by providing call that. the resolutions passed at Co. 67 of the Act supplies the deficiency regulations. he may then prepare and despatch the notices. Assuming that the board meeting was in order. and this will do by meeting and instructing the secretary to call the After the twenty-one days. Thereupon it becomes the duty of the directors. a meeting. which entitles the holders of not less than one-tenth of the ' issued share capital of the company upon which ' all calls or other sums then due have been paid This means that the requisitionists must hold one-tenth of such part of the issued capital as has no calls in arrear upon it. Kekewich (1912). requisition. must be signed by the requisitionists and deposited at the office In of the company. s. not that to requisition such a meeting. If no provision at all as to convening meetings is contained in the articles. must hold one-tenth of the whole of the issued and must have paid all calls due upon that one-tenth The [Fruit & Vegetable Growers v. was duly convened and that a quorum of the directors was present. which may consist of several documents in like form. to cause a meeting to be convened. to All regulations. as convening extraordinary general meetings must be read subject to the provisions of s. and that they sufficiently indicated the objects of the meeting. the case just mentioned all the documents required the meeting to be convened for the purpose of considering the reconstitution of the board and resolutions concerning the directorate and officers of the company some of them added the words in addition to the affairs of the company in general. ' ' ' : I . five Requisitioned Meeting. N. in default of members may however.I0 6 SECRETARIAL PRACTICE itself a general meeting.' It was held that the documents were in like form within the meaning of s. W. 1 Ch. convened the requisitionists may themselves convene one in the same manner as nearly as possible as meetings are to be convened the requisitionists capital. if no meeting has been meeting. if constituted board he has convened a meeting. yet.

but by the express terms of s. Hank of Australasia When the views of the minority have been heard the chairman may move the closure. London and Northern (see. The chair must be filled in accordance with the articles. 330]. The first point is to The quorum is practically ascertain that a quorum is present. (1875). Chapter XIII) as ' and the voting taken by a show of hands. 159]. On a show of hands the principle of one man. 31 L. 2 Ch. the requisitionists could convene the meeting by notices signed by the secretary. Chairman. On the day of the meeting. 67). may take the chair (s. 431]. 773]. [re was decided in 1901 by Wright. Wyoming but the further point was left open as to whether. 69 no one may vote who is by the company's regulations not entitled to vote. 469]. that the secretary cannot. convene the meet ng without the authority of the directors . within the twenty-one days. them. proceedings are validly carried through. any any person elected by the members failing In default of. meeting elects a chairman from among the directors. and if the motion is carried by the meeting. Syndicate (1901). 45 Ch. D. If the chairman improperly refuses to put an amendment. v. T. The matter of notices is dealt with at length in Chapter X. the or. one vote obtains. after the expiration of the twenty-one days. 69 is only applicable to special and extraordinary resolutions. it is necessary to see that the Quorum. and to take care that the sense of the is properly ascertained with regard to any question before it [National DwelUngs Society v. regulations in the articles. from and subject to. The want of a quorum invalidates a meeting [Cambrian Peal Co. 2 Ch.MEETINGS OF SHAREHOLDERS by the Stale of directors. S. The meeting duties of a chairman are to preserve order. It 107 J. the resolution carried will be invalidated [Henderson (1890). The articles usually provide that the chairman of the board shall be chairman at general meetings . In due course a resolution will be put to the meeting to resolutions. to conduct proceedings regularly. he may declare the discussion closed and put the question to the vote [Wall Assets Corporation (1898). Sykes (1894). but the ' principle is equally made applicable to ordinary resolutions by . among present the members present. 3 Ch. failing this. v. always determined by the articles and needs no further comment.

498]. (1901). 70 Iron Co. But a declaration which is erroneous in point of law is not conclusive [Caratal Neiv Mines (1902). United African Voting. evidence of the fact. (1873). The question how many votes were into [Arnot v. 1 Ch. or with an object alleged to be adverse to the interests of the company. to his vote [Pender v. 12 A. A transmission clause is usually inserted in articles. And this is expressly provided by 69 (3) in the case of special or extraordinary resolutions. the prima facie rule is that every member of a company whose -name is on the register of sharein fact given holders is entitled to vote. a holder of any articles restrict class of shares has the right to vote. 2 Ch. does not disentitle him . 6 Ch. 589]. D. A prohibition in a company's articles against a director voting in respect of any matter in which he has an interest does not preclude him from voting as a shareholder at a general meeting in respect of any such matter [East Pant Dh United Lead Mining Co.C. Loma Gold Mines Most articles provide that a declaration of the chairman is that a resolution has been carried to be deemed conclusive s. As regards the right to vote. Unless otherwise provided by the articles. 2l6]. Beatty (1887). 1 Ch. are not counted on a (1897). It would obviously be easy in many cases for a of member not . v. The chairman usually has a casting vote given him by the articles. Merryiceather (1S64). 559].. The fact that shares have been transferred to a member by other shareholders in order to increase their voting power. entitled to vote to attend and vote on a show hands of hence the desirability of members Proxies attending signing their names on entering the room. enabling of in any person who becomes entitled to shares in consequence the death or bankruptcy of any member to be registered . v. whilst some companies even allow debenture holders to vote. even though such director be sole vendor [North West Transportation Co. 16 Eq. cannot afterwards be gone Lands Co. The register is the only evidence by which that right can be ascertained. 1]. R. Some the right to ordinary shareholders. 13 W. Lushington (1877). 518]. show hands [Ernest v.108 SE( RETARIAL PRACTICE all the articles of practically companies. and that such is member Stranton not the beneficial owner of the shares.

In default of regulations every member has one vote only (s. the purchaser of the forfeited shares. should be sufficient. (e. 67). each member entitled in person or by proxy shall have one vote for every share laid by It is him. and to exercise the right of voting. but on certain conditions that the warrants are produced and lodged for a stated time for examination). frequently provided that no member shall have more than a fixed . Loma Gold Mines (1897). certified by the chairman and secretary. 184]. 1 Ch. The fact that one member holds a proxy for another does not entitle him to another vote on a show of hands. and the shares of a member were forfeited for nonpayment of calls. The bearers of share warrants are usually given power to vote. Many articles provide that upon a poll every member present If the voting is is taken by a Poll.g. the number of votes to which depends on the articles. The articles usually forbid any member to vote upon whose shares any calls are due and it has been held that. was not entitled to vote [Randt Gold Mining Co. which had been re-sold to him by the company with a certificate stating that lie was to be deemed to be the holder of the shares discharged from all calls due. The articles also sometimes forbid any member to vote who has acquired his shares less than three months before the date of the meeting. the representative (who may be one of the officials of the company or any other person) must be authorised by resolution of the directors. 109 In the case of joint holders of shares. where an . It is suggested that an extract from the minutes. 68 of the Act. Wainwright (1901).! Ch. but it appears that if the articles allow proxies to be given to non-members. v. inasmuch as. every such non-member who holds a proxy can give one vote [Ernest v. Various sliding scales are also sometimes adopted. 1]. As regards voting by the representative of another company whilst holding shares in the company of which the meeting is being held.MEETINGS OF SHAREHOLDERS respect of those shares. poll. article provided that a member should not be entitled to vote any call should be due and payable in respect of his shares. t\ic articles usually give the holder whose name appears first in the register the right of voting. the chairman of the meeting will be entitled to reasonable evidence of the representative's appointment. by s.

one.. the ordinary way for votes being given either personally or by proxy. SECRETARIAL PRACTICE sometimes a member is not given a vote unless sliding scale is he holds a fixed number of shares. this provision would be valid in the ordinary resolution. if the articles provided for (say) ten members demanding a case of an poll. and their provisions must be strictly followed. or five persons entitled to vote. is not entitled to vote. as the chairman directs (see. Table A. By s. is An If agreement to vote in a particular way is good [Greenwell v. the As to the taking of the poll. The whole matter of proxy voting depends entirely upon the articles of association. clause 57). applies only to special and extraordinary resolutions. a poll duly demanded the conclusiveness of the chairman's In general the articles provide declaration becomes immaterial. e. If a poll has been anticipated. some reason. accompanied by articles providing in under such a provision. cS:c. however. Every voter when polling should be required to sign for . non-payment of calls. unless the articles provide that may be demanded by S. 331]. unless A most necessary where a vendor takes a large block of fully paid shares. signed by the there delivered at the company's office case direct that the poll be taken forthwith. four. or sent in by a member who ing. for the appointment direct that of proxies. 1 Ch. the chairman will grant the poll. which should not be taken for granted. Consequently. Porter (1902). by how many members a poll may be demanded. it is desired that he should control the company. I Ch. the chairman cannot of polling papers . before the meet- have examined the proxies received at the company's office in favour of the directors. e. Le Rot Mining Company The chairman may. although in the case of a special or suffice. usually provide that it shall be taken in such manner regulations However.g.. two. the secretary will probably. 69. extraordinary resolution three would Assuming that the members demanding a poll are duly qualified voters.g. the poll shall be taken by means members and must be a personal attendance by the voter or his duly appointed proxy [McMillan v. not in proper form. in such a (1906).no number of votes . 69 it is expressly provided that a poll may be demanded by three persons it entitled to vote. not delivei ed in time. however. 530]. rejecting all not duly stamped.

Loma Gold Mines (1897). 1 Ch. person who is a member of the class of which a meeting has been summoned [Madras Irrigation Co. the stamping must be done before execution [Sadgrove v. London and North Western Railway Co. stamp is necessary [Stamp Act. 33 Ch. but this does not apply to proxies which need a 10s. (1881).B. 318].MEETINGS OF SHAREHOLDERS his in name. The is ' poll operates as an adjournment the decision of the meeting. c. and insert the number of shares held by him on the When all the votes have been given. 1891 (54 & 55 Vict.. 14]. Studdert v. 120]. (1907). 318]. A. Bryden (1907). In the absence of scrutineers the responsibility of rejecting in any invalid votes will rest with the chairman.D. D. or in stamping the instruments. even though at the time of the execution the date of the meeting has not been fixed [Sadgrove v. 5. jet it is if the qualification exists when the proxy is lodged and when used. The articles usually provide for such a right and set out a form of proxy. provided the directors in so doing are acting bond fide in the interests of the company [Peel v. The company's funds may be used' by the directors in sending out proxies containing the names of the directors. Dorabji A proxy can in general only be held by a 213]. s. by proxy and the mode of exercise of the depend on the regulations of the company. In all other cases a 10s. right 8 Q.C.. If only a penny stamp is needed. 23 Ch. L. filled The proxy may be signed in blank so long as it is properly up by the time it is used [Ernest v. 1]. D. Bryden (1907). cannot be objected to [Bombay Bnrmah Corporation v. 39). and the provisions and form must be strictly followed [Harben v. 1 Ch.N. 1 Ch. . who will most cases be guided by the information furnished him by the ' secretary. it is the usual practice for the chairman to appoint scnitineers to examine the votes sometimes the articles provide for the appointment of voting paper. 4591The right to vote Proxies Phillips (1882). which taken not ended until of the poll has been [per Cotton. (1905).J. And though an it unqualified person is named in a proxy. stamp thereof need only be stamped with a A proxy to be used at one . 528]. scrutineers. v. Wimbledon Local Board (1882). in R. W. specified meeting or an adjournment penny stamp. 1 Ch. 80]. overruling on this point Grosvenor (1886).

Scottish SECRETARIAL PRACTICE and Australian Bank (1893). 104). but is not bound to adjourn. A chairman cannot. If he attempts to do the may elect another chairman and proceed with the business [National Dwellings Society v.' The provisions of the particular article. except in the case of the statutory meeting (see p. To every such separate general meeting the provisions of regulations relating to general meetings shall mutatis mutandis apply. occasionally be required to be held in cases where the articles make provision for them. 104). clause 4. 268].ii2 [English. it would seem. these may it is Meetings. C. it was convened remains meeting unfinished. Loranl (1851). v. 159]. 418]. is which follows is : often found in the articles of a company. but so that the necessary quorum shall be two persons t at least holding or representing by proxy one-third of the issued shares of the class. 3 Ch. (see p. at the statutory meeting The articles usually give meeting. Where such provision is made. power to a chairman to adjourn a members present he may do so. . As to meetings of classes of shareholders. enabling a specified majority of sharetypical of the kind of article It holders in a class to bind the minority to a variation of the rights Table A. L. An adjourned meeting is legally a continuation of the original meeting [Scadding v. or with the sanction of an extraordinary resolution passed at a separate general meeting of the holders of the shares of the class. 3 H. Hathmn (1897). and therefore no business can be transacted at an adjourned meeting which was not within the scope of the original meeting. without the consent of the shareholders.C. which will otherwise be void. whatever they may . Sykes (1894). the rights attached to any class (unless otherwise provided by the terms of issue of the shares of that class) If at may be varied with the consent in writing of the holders of three-fourths of the issued shares of that class. ' runs as any time the share capital is divided into different classes of shares. 3 Ch. An adhesive stamp must be cancelled by the person executing the instrument. although requested so to do by a majority of the meeting [Salisbury Gold Mining Co. 385]. commonly with a view to of the class. dissolve or adjourn a meeting while any business for which so. A. except. with the consent of the .

MEETINGS OF SHAREHOLDERS
be,

113
class

must be

carefully observed in convening

and holding a
ensuring
that

meeting,

special

care
is

being exercised in
present.

the

necessary

quorum

Class meetings

may also be
s.

necessary in cases of reorganisation
In

45 of the Act (as to which, see p. 31). such a case, the class meeting being a meeting enjoined
of capital pursuant to
statute,
it is

by

immaterial whether the articles contain any provision
the writing of minutes. Minutes

as to class meetings or not.

An

important duty of the secretary

is

-

These are required by s. 71 to be entered in books kept for the purpose, and minutes of proceedings at general meetings, as well as of proceedings at board meetings, must be kept. The minutes in either case should be signed by the chairman of the meeting at

which the proceedings recorded took place, or by the chairman
of the next succeeding meeting.

the proceedings.

This does not

They then become evidence of mean that they are conclusive
any other evidence to show their by the Courts as reliable.

evidence, but, in the absence of

incorrectness, they will be accepted

The reading of the minutes of one meeting at the next meeting, when they are commonly signed, is not infrequently a matter
which degenerates into a mere formality
great care should be taken to write
sufficient fulness.
;

and, accordingly, very

them both accurately and with

It is often

found in legal proceedings that
occurred,

a company's minute book contains no record of matters which
individual directors
satisfying

know have
these

and the

difficulties of

a

Court in

circumstances sometimes prove
is

insuperable.

What
is

the secretary
to

really doing

when he

pre-

make a permanent record of the transactions of the board, or of the company, which may very possibly,
pares the minutes
in the future,

be absolutely the only evidence of those transit is

actions which
forecast

possible to produce.

It is quite impossible to

what will or what will not be required in future contingencies, and the only safe plan is to make the record both accurate and complete. In case, upon the reading of the minutes of one meeting at the succeeding meeting, inaccuracies are noticed and alterations made, the chairman upon signing the minutes should initial all the alterations. But no alterations should be made in the minutes except in these circumstances, and then onlv such

ii 4

SECRETARIAL PRACTICE

an accurate record of Except as just mentioned, a secretary should never, whether acting under the express instructions of a director or directors, or on his own initiative, alter minutes of meetings, either by striking out anything or adding anything [Cauiey & Co.
alterations as are necessary to ensure

the proceedings.

(1889), 42 Ch. D., at p. 226].

In the case just cited Lord Esher said
exactly

'
:

Minutes of board

meetings are kept in order that the shareholders

may know

what their directors have been doing, why it was done, and when it was done.' None the less, it is both unusual and undesirable for the minute book of board meetings to be accessible to shareholders, although the minute book of shareholders' meetings may be, and generally is, open to their inspection.

CHAPTER

XII

DIRECTORS

By

s.

285 of the Act the expression

'

director

'

includes

'

any

person occupying the position of director by whatever name called.' A director is a person who guides or governs the policy of
a

company

;

he

may be called

a manager, or a governor,

or,
;

as in

the case of some financial and trust companies, a trustee

so long,

however, as he occupies a position which imposes on him the duty of guiding or governing the policy of a company, he is a director
in law, with all the consequent liabilities

and

responsibilities.

usually also an ordinary director, who, besides having as an ordinary director to guide and govern the policy of the company, has in his capacity of managing
director to perform certain executive functions.

A managing director is

performs those functions, he
pany, he

In so far as he simply a servant of the company whilst, in so far as he guides and governs the policy of the comis
;

is,

with the other ordinary directors of the company,
trustee,

from some points of view a managing partner.

from others an agent or a

The very

large

body

of existing law relating to directors is for

the most part outside the scope of this book.
desirable to deal with certain points

But

it is

perhaps

which are to some extent

within the province of the secretary.

no statutory obligation on a company to have and where the articles so provide, the control may be vested in a manager or managers as the law now stands, there would appear to be nothing to prevent such manager being a limited company [Bulawayo Market Co. (1907). 2 Ch. 458].
There
is

directors at

all,

;

115

1

2

116
Appointment and Qualiflcation.

SECRETARIAL PRACTICE
A director is usually appointed in one of the following ways I. By the articles. 2. By the signatories to the articles. 3. By other directors to fill a vacancy. 4. By the shareholders in general meeting.
The
articles of
:

shareholder, although there
gatory.

most companies require a director is no enactment rendering

to be a
it

obli-

Table

A

requires at least one share as a qualification.

Where the articles provide that the qualification of a director must be the holding of a certain number of shares in his own right,' he need not be the beneficial owner [Pulbrook v. Richmond Consolidated (1878), 9 Ch. D. 610], but he must hold the shares in such a way that the company can safely deal with him in respect of them [Bainbridge v. Smith (1889), 41 Ch. D. 462]
'

;

thus, a

bankrupt director does not,

after notice to the

company
Colonial

by

his trustee, hold in his

own
;

right [Sutton v. English

&

Produce (1902), 2 Ch. 502

see also Boschoek Proprietary Co. v.

Where the articles provide simply that (1906), 1 Ch. 148]. a director must be the registered holder of a certain number of shares, the joint holding of shares is a sufficient qualification
Puke
[Grundy
1.

v.

Briggs (1910), 1 Ch. 444].

As regards appointment by the articles, the conditions laid down by s. 72, as to signing and filing a consent to act, &c, must
be complied with
2.

(see p. 7).

The

articles of association

may

provide that the signatories

shall appoint the first directors.

The appointment may be made
of the subscribers

at a meeting

by

a majority

Southern Counties Land Co. (1885), 31 Ch. D. 223], which must be held after, and not before, the

[London

&

registration of the

company [Moiler

v.

Maclean

(1889),

1
is

>'

274
re
I

1

;

but without a meeting an appointment in writing
the subscribers to the
iS-

good

if all

memorandum

of association

concur

Great Northern Salt

Chemical Works (1880), 44 Ch. D. 472],
if

or, in

case the articles give the power to the majority,

signed by

the majority.
3.

It is

board
4.

may

that any casual vacancy on the by the existing directors. A director appointed to till a casual vacancy usually
bfi filled

commonly provided

holds office only until

the

next

general meeting,

when

the

DIRECTORS
shareholders
director.

117

may renew

the appointment or substitute another

the right to

Generally the shareholders in general meeting have make such appointments as may be necessary to fill

vacancies, however caused.

In

all

the cases

(2), (3),

and

(4)

above, no consent to act or
is

contract to take qualification shares
the articles

required
s.

by the

Act, but

73 makes it incumbent upon a director to obtain his qualification within the time thereby limited, i.e. two months from appointment, or within

must be complied with, and

such shorter time as the articles
renders his office vacant.

may

fix,

failure to

do which

The

articles

of

many companies

contain a clause to the

effect that

a director shall acquire his qualification within one

month from his appointment, and, unless he do so, he shall be deemed to have agreed to take the qualification shares from the company, and the same shall be forthwith allotted to him accordingly. It was held by the Court of Appeal that under such a clause the director, after signing the memorandum and articles of association, had agreed to take, and the company had agreed
to allot him, his qualification shares [Anglo-Austrian Printing
Co., Isaac's

Case (1892), 2 Ch. 158].

But he can escape

liability

by

resigning within the

month

[re

Bolton

&

Co., Salisbury Jones'

Case (1894), 3 Ch. 356].

A

director, being a trustee,

receive his qualification shares as a gift from a promoter or

must not any

one

else

;

nor

is

he entitled to purchase his qualification shares

and be refunded the purchase price. Anything he may receive he must account to the company for [re Carriage Supply Association (1884), 27 Ch. D. 323 Canadian Oil Works Corporation, Hay's Case Caerphilly Colliery Co., Pearson's Case (1875), 10 Ch. App. 593
;

;

(1877), 5 Ch.
1

Ch. 322].

North Australian Co., Archer's Case (1892), Nor may he accept and hold his qualification shares
D. 336
;

in trust for

and at the

will of

a promoter to

whom

he has handed

blank transfers [London

To
was

& South Western Canal (1911), I Ch. 346]. avoid inconvenient consequences in cases where a director
s.
'

has inadvertently acted when his appointment or qualification

74 of the Act provides that The acts of a director or manager shall be valid notwithstanding any defect
defective,

that

may

afterwards

be

discovered

in

his

appointment or

qualification.'

n8
disqualification,

SECRETARIAL PRACTICE
Improperly appointed directors, or directors acting after may bind the company by their acts. They are

treated in the light of agents of the company, and the company is bound by contracts entered into by them on its behalf, unless it can show that the other party knew of the defective appointment [Mahony v. East Holyford Co. (1874), L. R. 7 H.L. 869 Dawson v.
;

African Trading Co. (1898),

1

Ch. 6

;

British Asbestos Co. v.
;

Boyd

Staffordshire

it

439 re Bank of Syria (1901), 1 Ch. 115 Gas Co. (1892), 66 L. T. 413]. The remuneration of a director is not a matter of right unless Where no reis so provided by the articles of association.
(1903), 2 Ch.
;

muneration

is

given in the articles of association, the

company
Gas Co.

may

vote

it

in general meeting [Dunstan v. Imperial

(1833), 3

B.&

Ad. 125].
a director
is

Unless otherwise provided,
his expenses of attending

not entitled to
his

board meetings, in addition to

remuneration [Young
(1905), 1

v.

Naval

&

Military,

&c,

of South Africa
is

K.B. 687]

;

nor apart from special provisions

he

entitled to his fees free of
v.

income tax [Boschoek Proprietary Co.

Fuke

(1906), 1 Ch. 148].

11

A director may sue for his fees [Nell v. Atlanta Gold Co. (1895), T. L. R. 407], or may prove for his fees with other creditors in
When
company [Beckicith's Case (1898), 1 Ch. company merely provide that direcremuneration shall be a specified sum per annum, they
.

the winding-up of a

the articles of a

tors'

are not entitled to an apportioned part of such remuneration
for serving for part of a year [Salion v.

New

Beesi
I

Northern Bank, McConnell's Ch. 775 London 1 Ch. 728]. Where the remuneration is a certain sum (1901), per annum to be paid at such time as the directors shall determine,
(1899), 1
;

&

it is

directors shall have determined a time for

a condition precedent to a director's right to sue that the payment [Caridad

Copper v. Swallow (1902), 2 K.B. 44]. But it is now usually provided that their remuneration shall accrue due it die in diem, or shall be at the rate of so much per annum. lirectors who are appointed by the Court to be receivers and
1

managers
(1902),
1

at a

as directors in addition

remuneration are entitled to their remuneration [South-Western of Venezuela Rat

Ch. 701].

DIRECT01
The
office of director

119
Vacation of
Office.

may

be vacated by disqualification,

removal, resignation, or rotation.
Disqualification depends upon the regulations of the company but the majority of companies provide in their regulations that a
;

director vacates office

when he becomes bankrupt, though under

such a regulation a bankrupt
v.

may

be appointed director [Dawson
;
;

or accepts an African Trading Co. (1898), 1 Ch. 6] or lunatic office of profit under the .company [A stley v. New Tivoli (1899),
1

Ch. 151]

;

or fails to acquire, or ceases to hold, his qualification
s.

and where the articles so provide, a director office on the happening of the event which disqualifies him, and the board cannot waive the event, though the disqualification ceases and he is eligible for re-election on its cessation [Bodega Co. (1904), 1 Ch. 276]. Insolvent in a disqualification article means commercially insolvent in the ordinary acceptation of the term [James v. Rockwood Colliery Co.
shares (see
73)
;

automatically vacates his

'

'

(1912), 28 T. L. R.

215

;

see,

however, Sissons

&

Co. v. Sissons

(1910),

54

S. J. 102].

The company may recover from a director any fees erroneously paid to him while disqualified [Bodega Co. (1904), 1 Ch. 276]. In addition he is liable to a penalty of £$ for every day on which
he acts as director
It is usual to
(s.

73).

provide that a director shall be removed by

special resolution only.

The Court guards the

position of a

and unless the shareholders pass a resolution that they wish the director to be removed, it will grant an injunction against anyone preventing the director from acting [I'ulbrook v. Richmond Mining Co. (1878), 9 Ch. D. 610].
director jealously,

The

articles usually

provide that a director

may

resign.

A

resignation,

when

given,

cannot generally be withdrawn
for a director to resign,

[Glossop v. Glossop (1907), 2 Ch. 370].

The most convenient way
articles

do not provide

for his resignation, is for

where the him to part

with his qualification shares and so ipso facto cease to be a
director.

Sometimes
vision
is

it is

provided in the regulations of a company that

the directors shall retire year by year

by
a

rotation.

This proto

a convenient one, for a director anxious to retire need

not offer himself for re-election, and

company anxious

230].une . and otherwise regulate their meetings as they think fit. when they would govern the future.' By the first words of clause S7. Clauses lations as to board meetings. and cannot act without meeting [D'Arcy v. very frequently the governing reguevery case. and to place these on the minutes. and the secretary on the requisition of a director shall. ' The list should have four columns: ' Names. the case may The business of a company is usually transacted by the directors at board meetings. Directors. a complete list of the existing directors should be given. until altered. See. to some extent regulated in are. and unless so fixed shall (when the number of directors exceeds three) be three.' filed ' In the last column. the addresses. (1900). changes since the last ' ' was ' should be of noted.' e. R. This must contain the names.g. Clause 87 is as follows ' : The directors may meet together for the dispatch of business. the directors must act together as a board. The Registrar must be furnished with a copy of the register for filing. no doubt. and the occupations "I the directors or managers. to h . at any time summon a meeting of the directors. an elaborate code of rules as to the convening of meetings and as to the procedure thereat.' be. under such a power.' Addresses. A director may.120 SECRETARIAL PRACTICE remove a director may refuse to re-elect him after his retirement by rotation. But. by placing against a new director's name in place and by adding dead. 158 . however. Questions arising at any meeting shall be decided by a majority of v. . Amongst the books which the Act requires a company to keep at its registered office is a register of directors or managers (s. Appendix F. It would.' additional.' resigned. and must also from time to time be notified of any change in the directorate. 2 Ch. adjourn. 2 Ex. the chairman shall have a second or casting vote. In case of an equality of votes. a very ' : \\ ide discretion is left to directors as to regulating their meetings. L.' Clause 88 runs The quorum necessary for the transaction of the business of the directors may be fixed by the directors. by the practically Table A 8j and 8S of in substance. Board meetings are articles Haycraft Gold Reduction Co. as a rule. 75).' and list Changes. and. (1S67). When notice of a change ' is sent to the Registrar. Tatnar Ry. unless the articles provide otherwise. be competent to them.' ' Occupations.

160] or more of the directors. D. . decisions as to board meetings have been numerous. or in the regulations made by the directors themselves . Lystcr's Case (1867). 685].DIRECTORS 121 few if any rules are definitely made. v. always be given to all the directors [Portuguese Copper Mines. 2 Ch. D. 141] matter in which he is interested. Ordinary board meetings are usually held at fixed intervals once a ford ight) at some fixed hour and place extraordinary board meetings are usually summoned by the secretary or one (e. Notice ought to be given to the directors if they are not held at such board meetings fixed intervals. 40 Ch. matters are left very much at large. of Where the articles provided that the minimum number should be the directors should be four. J. and where a director may not vote on any (1888). notice must. 115 1. the number the who will usually act in conducting the business of see also re company 1 constitute a quorum [Tavistock Ironworks Co.B. Steele's Case but not if they are abroad [Halifax Sugar (1889). apart from any practice which may grow up. (1904). 4 Eq. but. and where neither the articles nor any rules made by the board themselves apply. 1 Ch. transacted. he does not count towards a quorum for such business [re Greymouth Point Elizabeth Co. The articles usually prescribe the if number of directors required to constitute a quorum. 8 Tramways Co. first directors. 59 L. In consequence. it was held that there could be no valid board meeting until A and B had appointed two other directors [Sly. subject to As regards the length length of notice any provision in the articles or to any reguis lation made by the directors. unless it is so provided state what business is to be in the articles [Compagnie de Mayville v. Ch. 430]. no special required. not so prescribed.D.. The notice need not Co. 233 . of such ordinary . notice. but it is advisable to specify the business in the case of a of notice of a special board meeting. Fraucklyu (1890). less than the quorum prescribed by the regulations invalid [Faure Electric Accumulator Co. to ensure a valid meeting. v. and.g. or a majority of the whole board [York (1882). . that A and B and that the first directors should have power to appoint others. but the notice should be a reasonable one. Willows Q. Whitley (1896). (1911). 788]. Spink & Co. . A board meeting of a number is . Bank of Syria (1901). 591]. Ch. these decisions are binding. 42 Ch.

(1908) 1 Ch. D. &c. keeping minutes. 610]. necessary. B adman's and Bosanquel's Cases (1890). of He duty of the secretary to be present at all board should have prepared an Agenda paper. The invalidity of a meeting will not affect persons dealing w ith company without notice [Royal British Bank v. A director does not make himself responsible for an act done at a meeting at which he was not present. 32]. 6 E.) He will also Attendance Book. and. meeting it is may be ratified at a subsequent board meeting. will. Directors can delegate their powers to a committee of their number. 30 Ch. see Directors' their 113. provided held within a reasonable time [Portuguese Copper Mines. but not otherwise [Howard's Case (1866). Turquand County of Gloucester Bank v. shall apply also to meetings of committees. and he (As to course. take notes as the business proceeds. Rudry (1856). for an injunction to restrain them from wrongfully v.122 i SECRETARIAL PRACTICE Mu^t companies have a clause empowering directors to but this will not enable them to act unless they form a quorum [Newhaven Local Board v. A director can. if authorised so to do by the articles. 327 Colliery Co. itself. 240]. It is the meetings. Newhaoen School Board (1885). 9 Ch. merely by voting at a subsequent meeting for the confirmation of the minutes [Buy. The transactions of an invalid the . 16]. 561]. Rich). if qualified. sustain an action in his own name against the other directors on the ground of individual injury to himself. (i8( 25 Ch. and which is complete without further confirmation. & B. p. excluding him from acting as a director [Pulbrook Mining Co. 350]. 45 Ch. App. (1878). 1 Ch. D. (1895). minutes. 1 Ch. act in spite of vacancies . some financial statement in . in order that he may afterwards be in a position to write the minutes. The articles usually provide that the regulations as to meetings of directors. D. in names. The Bankers' Pass Book made up to date should if have at the meeting the which those present will s also be produced. 118]. D. 629]. The committee need not consist of more than one director [re Taurine Co. The regulations often provide that any irregularity in the directors' proceedings shah be of no effect as regards the company Ch.

this is usually strictly provided for. or some other person appointed by the directors and that these persons must sign every instrument to which the seal is affixed. which is as follows (r) company unbecome liable to must be rememis : expressh Contracts. . Contracts on behalf of a follows (that (i) company may be made : as is to say) Any contract which if made between would be by law required private persons to be in writing. 76 of the Act. of the boaid. provides that the any instrument except by the As regards seal shall its use. The custody and use of the seal are matters which should be As regards its custody. and if made according to English law to be under seal. its sealing. so that the seal cannot be used in any informal or improper manner. including signature. since. It is common for the seal of a company to be provided with two locks. upon which its name must be engraved (see pp. sealed. they be stamped with a deed stamp of 10s. Table A. and the keys of those locks to be kept by the chairman and the secretary respectively. It is not advisable to affix the if seal of the necessarily to documents. 9. should be ready for immediate production as and when Saal. All letters and other docucheques for ments requiring the attention required. and in the presence two directors and the secretary. Special articles frequently vary these provisions. in which should be entered which the seal of the company This should contain a description of the document. the date of the resolution authorising of those in whose presence the seal was affixed and the names and who signed the document. clause 76. We have seen that a company must have a common seal. not be affixed to authority of a resolution of the of at least board. A is Seal Book should be kept documents to particulars of the affixed. provided for by resolution of the board duly entered upon the minutes. but strict formalities are almost invariably prescribed. It bered that the making of contracts by a company provided for by s. 13). .DIRECTORS the 1 23 addition should be prepared in order that the financial position of company may be perfectly clear.

their heirs. signed by the parties to be charged therewith. express or implied. The effect of this provision is to place a company the same position as an individual in regard to the formalities to be observed in the making of contracts. or administrators as the case may in be. may be made on behalf of the company in writing signed : (ii) by any person acting under its authority. . executors. express or implied. shall bind the company and successors and other parties thereto. may be made by parol on behalf of the company by any person acting under its authority. contract which (_>) All contracts made according and all to this section shall be its effectual in law.124 SECRETARIAL PRACTICE may be made on behalf of the company in writing under the common seal of the company. and may in the same manner be varied or discharged (iii) : Any if made between private persons would by law be valid although made by parol only. and may in the same manner be varied or discharged. and may in the same manner be varied or discharged Any contract which if made between private persons would be by law required to be in writing. and not reduced into writing.

If the meeting not validly constituted according to the if articles or the Act. of the law. The Act also provides that certain things can only be done with the sanction of a special or extraordinary resolution. in the articles as to the way in which is the consent is it may be that a formal resolution not strictly necessary. or is contrary to public policy If it proposes that something shall be done which is beyond the powers of the 3. articles usually provide that certain things The can be done with the consent of the company in general meeting. company is . classes of of shareholders) and are resolutions Resolutions shareholders three kinds —ordinary. and that the proved assent of every one of the shareholders (and not a majority only) to a proposal would bind the company. A 2. and special.CHAPTER XIII RESOLUTIONS Resolutions are (or of two classes —resolutions of of shareholders of directors. for the proper method by which the shareholders can express the will of the company on any particular question is by passing a resolution in era! meeting. resolution is invalid: — I. If there are no provisions to be given. Invalid. If it contravenes any provision When . extraordinary. and any of the provisions of the articles or X2 5 . taining But if the articles lay down rules for ascer- the wishes of the shareholders those rules must be observed. A shareholders' resolution may perhaps be defined as the formal expression of the will of the company.

N. 99]. The must have specified the intention to propose the resolution as an extraordinary resolution. 148]. For a resolution to be an extraordinary resolution (1) It must be passed by a majority of not less then threefourths of the members present in person or by proxy (where 69 of the Act. (5) The second meeting must be held . 98). by a simple majority of the votes given and special resolutions at the poll. v. It . and. The characteristics of extraordinary have already been dealt with to some extent in Chapter are defined in s. (191 1). if the voting is taken by show if of hands. X Extraordinary Resolution. (2) second general meeting (3) . entitled to vote may be counted Notice (4) of the second meeting must have been duly after an interval of not given. Unless the articles otherwise provide. 240 and see p. 1 Ch. must be confirmed by a majority of the members present in person or by proxy (where proxies are allowed) at a fifth [Pcnarth Pontoon Co. a resolution (not being special or extraordinary) can be passed.126 SECRETARIAL PRACTICE . Only those members present who are . is a poll by a simple majority of those present. demanded. Both (see p. Notice of the meeting must have been duly given . the resolution Special Resolution. the effect of : proxies are allowed) (2) . but not necessarily of the W. first This involves the fulfilment of the four of the conditions specified above as necessary in the case of an extraordinary resolution. entitled to vote may be counted (3) (4) (5) It must be passed notice at a general meeting . Only those members then present who are . For a resolution to be a special resolution (1) It must be passed in manner required for the passing of If : an extraordinary resolution. which is here summarised. any one or more of the above conditions are not fulfilled. Fuke (1906). is not an extraordinary resolution. the Act as to the conduct of business are not observed resolution duly passed irregularly but a by a meeting convened by a board constituted is valid [Boschoek Proprietary Co.

as the case may be. a declaration of the chairman that the resolution is carried is. The 69.. : which are applicable may be thus summarised (1) At any of the meetings referred to above. nature of the new shares besides stating the amount. the resolution (see At any of the meetings a poll may be demanded by three or. 70 of the Act provides that within fifteen days from the passing of an extraordinary resolution. it should follow the wording of the Act. . members may give the number of votes to which they are entitled by the articles. or by directors) should be clearly expressed and should deal definitely the result intended to be attained. of persons entitled to vote not exceeding (3) On a poll. RESOLUTIONS less 127 than fourteen days. There or filed . a printed copy of the resolution must be forwarded to the Registrar. a resolution to pay a dividend should. extraordinary. the articles so by any other number five persons. unless a poll is demanded. if be and consequences that is a resolution required by the Act to be passed. both to extraordinary and to special resolutions. if persons entitled by the articles to vote. state the day on which it is to be paid . special. or the confirmation of a S. a member is resolution entitled to have a printed copy of every special resolution forwarded to him on payment of a sum not exceeding is. be embodied in or annexed to every copy of the articles issued after the confirmation of the in case no articles have been registered. nor more than one month. providing as may necessary for the means for the by which the will follow : result is to be attained. conclusive evidence of the fact without proof of the number (2) or proportion of votes recorded in favour of or against p. Thus a resolution to increase the capital should define the . 108). from the date effect of the other provisions of s. when articles have been registered. of the first meeting. to be recorded and that copies of all special resolutions in force must. meetings is duly given and the (4) Notice of any of the when the notice is given and the meeting held meeting duly held in accordance with the articles. A with resolution (whether ordinary. are penalties for default in obeying these provisions. special resolution. provide.

and that the signed copies be forthwith filed with the Registrar of Companies and that immediately thereafter the Prospectus be issued and advertised as hereafter considered at this meeting be dated signed by the Directors now present. resolved. allotted to such applicant. that a letter of allotment. and be and that a print thereof be sent to each other Director named therein for signature by him or his authorised Agent. both of directors' resolutions and of shareholders' resolutions. A few common forms. are given below. and the of each applicant name same are hereby.128 SECRETARIAL PRACTICE and the members to whom it is to be paid (e.g. s. shares. those on the register on a fixed day). payable on allotment. such call to be payable on the day of to Messrs. at That . yl It is Directors' Resolution to Allot Shares The minimum subscription being £ Resolved that the number of shares mentioned column set against the in the in the for (signed mentioned column of the Application and Allotment Sheets identification by one of the Directors) be. . . . and may be adapted to meet the requirements of particular cases. with notice of the amount allottee. 19 the Company's bankers. per upon shares Nos. making a total allotment of Resolved. be sent to each of regret returning his application to and that a letter money be sent to each applicant whom no allotment has been made. Directors' Resolution to Issue Prospectus Forms of Resolved that the Prospectus of the Company which has been Resolutions. Directors 1 Resolution to make Call a call of share be made upon the members (or. to ).

day inclusive. . Directors' Resolution to Pay a Dividend That a dividend to be paid of per share be paid upon the Preference shares. . words " " be inserted after the words " That in Article 23 the words be cancelled. with power to examine K . and a dividend of per share be recom- mended all shareholders whose upon the Ordinary shares of the Company to names appear on the Company's register 19 . That the following Article be substituted in Article 17 the " " " for Article 113 : Resolution of Company Appointing Committee of Investigation That the a committee be appointed to investigate the affairs of Company. . per share due on the said shares on the day of 19 and having failed to comply with the notice served upon him. both Special Resolution to Alter Articles That 1. . .: RESOLUTIONS Directors' Resolution to Forfeit Shares 129 That shares of £ each. the articles of association of the Company be altered as follows That 2. and that the committee have right of access to the books and accounts of the Company. the registered holder of numbered to inclusive in this having failed to pay the instalment of Company. day of the said shares be and the dated the 19 same are hereby forfeited. on the day of Directors' Resolution to Close Books That the transfer books of the company be day of closed from the . 3. of to the 19 .

I3o directors SECRETARIAL PRACTICE and officials of the Company. of preference or of ordinary shares. to the creation of new preference shares and rank pari -passu as regards dividend in all other respects with the preference shares of the original capital of the Company. as nearly as may be. authorised to dispose of Resolution of Company to Issue Debentures That of 500 the directors be borrow the sum of £50. and that be members of the committee. with power to add circulated and to their number. and that except as aforesaid the in all said Debentures be issued upon such terms and conditions respects as the directors think lit. and that such new shares be offered in the first instance at a premium of per share to the members of the company in proportion. and power professional to employ at in the expense of the Company assistance the investigation. and that the committee do make a report to be among the shareholders.000. present and future. advisable to wind up the same. Extraordinary Resolution to Wind Up That the company cannot by reason and that it is of its liabilities continue its business. whether and that the directors be all such new shares as may not be taken by the members of the company as aforesaid to such persons up and upon such terms as they may deem expedient in the interests of the company. . and that report. and they are hereby authorised to and to secure the same by the issue Debentures of £100 each. including its uncalled capital. bearing interest at the rate of 5 per cent. this meeting be adjourned to to receive the Resolution of Company to Increase Capital That the capital of the Company be increased to £ of by each. and charged upon the undertaking of the company and all its assets. per annum payable half yearly. to their holdings.

. the followed & Northern Assets Corporation Directors' (1898). or of the business that may be transacted at a meeting without notice. for control may be vested in the directors. resolutions are. is passed. and meeting the resolution as amended. by the resolution as amended. An amendment altering the terms of a resolution cannot be moved at a second meeting which has been called simply for the purpose of confirming or rejecting the resolution [Wall v. and the voting not carried. may be noted Any amendment : relevant to the motion may be moved. If is so authorised by the articles. if this is inconvenient. D. If the of course. the Court will declare the resolution invalid [Henderson such an v. or. in the order which the chairman judges most convenient. provided that it If such an amendment is improperly withheld by the chairman from the meeting. London passed. they may be put to the meeting in the order in which they are proposed. does not go beyond the scope of the notice convening the meeting. 2 Ch. Bank amendment If of Australasia (1890). unless the articles otherwise provide. If an amendment is proposed to an amendment. by the articles the Sometimes practically the whole of a company's powers are vested in the directors. the resolution The matter of voting generally is dealt with in Chapter X 1 Although a resolution holders. 45 Ch. and in that case. give a second or casting vote. equal. the former should be put first. is passed by a simple majority in if all cases. 469]. RESOLUTIONS Special Resolution to 131 Wind Up That the company be wound up to voluntarily. voting equal. the chairman should put to the If there are more amendments than one. yel it of the company in general meeting is a formal expression of the will of the majority of the share- does nut follow that such a resolution ineffective to control the policy of the company. is he has no casting vote. if it is amendment as amended should then be put. 330]. neither K 2 . As regards amendments resolutions the following points Amendments. the chairman may.

Axtens v. 2 Ch. . if the directors are to be controlled [see Automatic Self-Cleansing Filter Co. 34 Marshall's Valve Manning. 1 Ch. of the members can coerce the directors in the exercise of those powers. 267 Quin & Salmon (1909). Cuninghame (1906). Gear Co. 442]. .C. Wardle & Co. (1909). but the articles must be altered by special resolution. v. v. nor even an extraordinary resolution.i32 SECRETARIAL PRACTICE an ordinary resolution. A. .

and Ledger. Book. work and duties can be disposed of detail.CHAPTER XIV ACCOUNTS In treating of accounts. and at least two in the case of a private company. the general Books. The principal books which will be found in the Accountants' Department are the Cash Book. Upon will the registration of a company. the will first entries that First Journal have to be made its be in the Journal. and . usual for these original subscribers to be either 133 the nominees of a syndicate or of the prospective board. and will be of a issue. the latter being further supplemented by the Postage or Stamp Book of the necessary. shall The Companies (Consolidation) Act provides that there be at least seven subscribers to Memorandum It is of Association to secure the registration ot a public company. with less reference Apart from this. Journal. These are supplemented by subsidiary books. there are so many published works on this subject as to render such a course un- and the present chapter will therefore merely describe manner in which accounts should be kept and treated in the office of a public company. various sections or departments. is although with of a company of any its magnitude general to matters this one of the most important departments. Entrles « pro forma character for the purpose of recording the capital authorised and subsequent to The next entry be dealt with will be that in con- nexion with the shares taken by the original subscribers to the Memorandum the of Association. such as the Secretary's Cash Book and the Petty Cash.

In the event of the whole of the share capital offered for subscription not being taken up. and the latter. then the entries ised capital issued in the first would only deal with the portion so issued. then the shares must be paid for by either the the company but in all cases it vendors. directors. Then follow is the reversal of the first entry as far as the share capital concerned. or in such other amount as they . a will which contract have to be registered at Somei . be entered in the Cash Book. will take the form of an allot- ment copy of ot fully paid shares in accordance with the contract. and in the is same way. and if the subscribers be merely nominees. the entries must only deal with the portion subscribed for by. embryo or other interested Of course. Where entry the company decide to issue the whole of the capital authorised. and into the when this paid company's banking account. it will in the ordinary waxincurred expenditure will have been in such as stamp duty. It is now the duty of the secretary to see that the is money for the shares paid into the coffers of the company. in &c. the public. or other parties. This amount will cither have to be returned in cash as soon as the shares have been issued to. as the cash must come into the company's accounts from some source or other. may eventually wish to hold must be understood that the shares so subscribed must be paid for. and he will first of all collect (assuming that the shares are of £10 each) i< the £70 in cash from the original subscribers themselves. vendor. or promoting company. and paid for. or other interested parties. or from the directors. vendors. if only a portion of the authorplace. It the former course be adopted it it will simply be it a cash payment as and when funds permit. by the public or el>c discharged by an issue oi fully paid shares. taking either their qualifica- tion. legal and will office expens stationery. parties put names down as subscribers. or otherwise placed with.134 it is SECRETARIAL PRACTICE sufficient for at times the directors in their them only to take one share each. a board minute to this effect will be passed and an made accordingly will in the Journal. Considerable preliminaries. and the company probably have been put funds either by the syndicate.

to different accounts representing the various sub-divisions. 10 per cent.. and as this form of discharge will not involve a cash payment the matter will be dealt with through the Journal. for Supposing that the issue has been over-applied £150. in shares allotted and no more. have been posted. written he dealt in with in up in the payments respect Cash Book.000.' and the application forms will be collected day by day from the bank and agreed with the Pass Book. ' An Capital account must be opened at the bankers' called Share —Application The list. J Allotment .' so as to leave the former account as full representing the respect of tin- amount required of. Account. an Share Capital Account. say. will of course be passed through the Cash Book. closing total sum paid in into the bank at the time of the as shown the Pass Book. or if preferred.000 has been received instead of £100. will The amount received on allotment precisely the same manner as in the case of applications. and these will all be posted into the Ledger to the debit of either one account of that name. as the case may be.000 will be trans' ferred to the Allotment Account ' as representing the in credited to the individual subscribers respect of amount amounts payable on allotment. entries capital.' while any surplus balance remaining on Allotment the 'Application Account' in the Ledger will be transferred to as As soon the allotment letters account will be opened at the bank called ' the ' Allotment Account. The next books respect of will be those in which have to be passed through the Application connexion with the monevs received in a °? . and that This sum will remain to the credit of the 'Application Account' until after when the overpaid balance of £50.— ACCOUNTS 135 House. viz.. The various items representing the disbursement of the amount received for preliminary expenses. and thence of . can either be entered in detail or in a Share Cash the ("ash Book and carried direct to Book in one amount. and in the latter case they will be summarised at the end of the year in a Journal entry transferring the balance to the debit of General Construction Capital or some other such account. the application and allotment of share or debenture Accounts. &c. allotment.

for. say. £10 per cent. amount of the instalment will vary. however.. or ' ' way as if it were actual capital subscribed. the entries will throughout only refer to such portion of the issue as has been allotted. £10 per cent.— 136 SECRETARIAL PRACTICE ' Share Capital posted into the Ledger to the credit of Allotment Account. in a similar way. where any specific conditions have been laid down governing such be pointed out that. built up by annual contributions from Revenue of such an amount as shall at the time of redemption represent the total amount of discount at which the debentures were originally issued of —the ' discount on issue Debenture Stock ' being in this case retained on the Balance Sheet described either as a Debit Balance or under a separate heading. this where the Debenture stock off to is of a permanent character can be at once charged the General Construction Capital or other such account. say.' ' The same procedure must be followed applies. Where. and the board of will proceed to deal fit witli any balance remaining as they may think ance with the articles or in accord- association or prospectus. In dealing with debenture stock precisely the same principle In the event of the debenture stock being issued at a discount the of. in procedure. the debenture or debenture stock is terminable and repayable at par.' if In the case of a premium. be placed the General Construction Account referred permanently retained on the Balance Sheet under the heading of Premium on issue of Debenture Stock in the same to the credit of to. provision will have to be made for the discount by the creation of a Sinking Fund.. issue provide for the of the conditions of the in respect repayment of the loan capital which it was collected at par. In the case of a discount on the issue. In the event of any issue being only partially applied and the board having decided to proceed to allotment. or a premium of. It should further the case of exercising the borrowing powers of the company. the contra account being ' Sinking Fund for the redemp- tion of Debenture Stock (Discount on issue). this.' so that this account in the Ledger agrees in the same way as with the Application Account. can. in regard to calls. the articles .

it is hoped anyone entries in down will be sufficient to even moderate experience to make the necessary the books of the company. leave the board a free 137 hand as to whether any debentures or debenture stock shall be issued to existing shareholders or the public. that the general principles here laid assist vary according to such conditions. the cash or other consideration received in respect thereof. let us pass Assume for this on to the general book-keeping. such as en bloc on the been deeds market. It must be fully the articles of association the board tures or debenture stock in understood that within the limits of may issue and allot deben- any form or at conditions at the time of issue or Cash may justify. the balance brought down and an agreement made with the Pass Books. when a out from the balance is taken Ledgers and everything agreed up to the last month. it is However. be subsequently sold or disposed In any case full and clear entries have to be made in the books of the company showing the conditions under which the borrowing powers have been exerof transfer will be required will cised. as a rule. should it Where debenture stock lias of. day of each The Cash Book is written up to the date of the certificate above referred to. of Having thus nary dealt with what may be called the prelimi- entries. and the obligations which have been undertaken as regards redemption or repayment.e. Twenty-four or forty-eight hours before the meeting of the Board or Finance Committee. or disposed of in any other way that may for the time being be convenient. The certificate so given by the bankers should be sent under sealed cover addressed to the chairman of the company. any price which ruling and as the Journal Book entries impossible to suggest herein any set form. together with a certificate as to the balances on that date. the bank balances. purpose that the board meetings are it Preparation held fortnightly and that is the rule of the office that trial all JjJ*"^ accounts are balanced monthly. so lodged. it will be the duty of the accountant or clerk in charge of the accounts to obtain from the bankers the Pass Books. i. a statement . or even by lodgment with the bankers as collateral security for loans effected.ACCOUNTS of association.

and the cheques must agree therewith. p. and are then put awav on Paid. prices. This. and after being carefully examined will be attached to an authorising voucher (see Form 36. they may be passed payment. and figures checked. the latter despatched to the various payees and attached to the covering letter will be. p. these as are subject to inspection in the first place accountant with the tenders and contracts relating thereto. 345) previous to being entered on the agenda or in a Financial Statement Book for the Board or Finance Committee. Accounts for Payment. are stamped board. when returned company. 34*'). As regards accounts for stores and materials shipped abroad. be put The process of checking these accounts should : be more or less as follows Accounts and invoices are certified after comparison with and contracts. the invoices for such of original tenders by the consulting engineers are examined and certified by them with a view to satisfying the board that they have been inspected and properly packed. ' immediately the cheques are signed. The accounts. . and for if all the packing. as and when on a file in proper order. When the accounts have been passed by the board and will be cheques signed therefor. Cor the purpose of subsequent uniformity in tiling. and are in accordance with the company's specification.138 being of SECRETARIAL PRACTICE course prepared of any outstanding cheques and will. and that bills of lading and other documents in respect thereof have been received and After this they are compared by the are in proper order. They are then passed through the stores and shipping department with the object of ascertaining that everything has been duly shipped.' with the date when passed for payment by the their proper tiles pending the return of the receipts from the payees. the company's to form of receipt the (see Form 37. have been complied terms of the contracts as regards delivery. will he tiled together with the invoices ami voucher relating thereto. rates. All accounts and invoices for payment received. &c. and all detail calculations. if any. appended to the agenda. with.

of course. the general practice being as follows The board agree upon a suitable floating balance.-. large amount of petty cash being kept in the The working of the Secretary's Drawing Account : is very simple. the secretary must submit to the board his Cash for verification with the Pass Book. and above is Secretary's most useful Drawing an office where a large number of petty disbursements have to be met and promptly discharged. or it other senior official) on all drafts in connexion therewith. if the system be adopted. and may be indorsed with its consecutive number. chic! clerk. according to the magnitude of the payments to be made. it should also. and in this order should be filed in a Guard Book for future reference. either to the board or through the Secretary's Drawing Account. this identifying number should be entered in the Cash Book against the corresponding payment in the column provided for this purpose. once be paid in to the credit of the Drawing Account at the bank. and an account called the Secretary's Drawing Account is opened at the bank which (or. It will be found a convenience in if the General Cash of official voucher Secretary's is printed a different colour to that the Drawing Account. To Book of the obtain this cheque. and should be provided that the only amount paid into the credit of the Secretary's Drawing Account be the periodical cheque issued by the board (or at once a fortnight such other time as may the be arranged) for full the purpose of reinstating the balance to authorised amount. and also where absence of such a facility would cause any inconvenience or necessitate a office. if is authorised to accept those of the signature of the secretary preferred. Furthermore. which will be made out to the order bank. has its corresponding official voucher. say from £250 to £1.ACCOUNTS 139 Every account presented for payment. and the cheque having at been issued must Secretary'. The in Secretary's Drawing Account referred to is merely an exaggerated form of Petty Cash. the secretary and accountant.000. while in all cases. be a standing order .

i 4o

SECRETARIAL PRACTICE
drawn without a voucher from the
effect

that no cheque be

secretary,

accountant, or chief clerk to the

that

the

proposed

payment

is

in order.

Petty Cash with a Secretary's Drawing Account will be, as quite petty, but the same principle should be adhered to. The cashier should be debited with a round amount, say £25 to £50, a statement of his disbursements
its title implies,

rendered to the secretary weekly or fortnightly, and a cheque issued so as to reinstate the balance.

The Postage Book
is

is

treated

in

the

same way.
as

A

clerk

entrusted

with such floating

balance

may

be required

to provide for the average weekly requirements of the office or department, the cashier reinstating the authorised credit as

and when necessary
by the secretary or
petty

;

but in

all

cases,

both as regards pettv
prove that the
disbursed,

cash and stamps, the balance must

be periodically checked
correctly

his representative so as to

funds

of

the

company

are

and

the cash balances actually in the hands of those responsible
therefor.
Writing up

As soon

as possible after the

Board or Finance Committee,
or
clerk
in

theCashBook. the

accountant,

book-keeper,

charge

of

the

accounts will write up the Cash Book, for which purpose he will
require the vouchers submitted to the Board, and the counterfoils of the Cheque Book. It is as well to point out here that both the entries in the Journal and in the Cash Book, and in

fact all entries, should be full

and

clear, so that

they

may

be

thoroughly self-explanatory not only to those conversant with
the current
business
of

the

company,
to

but

to
;

anyone who

may

hereafter have occasion to refer

so vexatious as to find,

them for nothing is when looking up antecedents in the
or other

books, that the entries are not sufficiently explicit in themselves

and

hence require reference to vouchers, invoices,

papers relating thereto.

We have already dealt with the cash entries in connexion with the moneys received for preliminary expenses and
'
'

in respect of

the

application

and allotment

of

capital

:

the

same

principle will be adopted with

moneys received
will

in respect

of the calls as

and when made, excepting that those

be passed

ACCOUNTS
through the Cash Book
adopted.
in daily totals as ascertained
if

141

from the
be

Bankers' Pass Book, or the Share Cash Book

this latter

The bankers will day to day from the

amount from Account to the General Account,' Deposit Account in the event of the and therefrom to the money not being required on 'General Account,' in order that the company may at the earliest date have the benefit of interest on the money received from calls, and that at the same time the Cash Book of the company may show from day to day the
be instructed to transfer the
'

Call
'

'

'

'

actual cash balance available.

Should there be any amounts outstanding on account of any call, after the due date fixed for its payment, notice will have to be sent to the shareholder in arrear, and such steps taken as may be necessary to enforce payment, in order that Share Capital Call Account the amount at the debit of may be fully cleared by the cash received from the sundry share'

'

holders, as set out in detail in the Call
p. 347).

Book
of

(see

Form
;

38,

The

call

letters

are

for

the sake

general

con-

venience issued through the registration department
Call

but the
the due

Book, as soon as

it

is

written up,
is

is

passed on to the
for

accountants'

department,

which

responsible

collection of calls.

The orders
checked
off

to the bankers to receive calls

(i.e.

the upper

Book and by the accountant against the Call Book, and then handed over to the registration department so that the amounts paid up on the shares may be posted to the
parts of the call letters) are returned with the Pass
of the

credit
in the

individual

shareholders in

the Share Register

column provided

for that purpose.
Capital

dealing with the Capital Account of the company, must be taken to see that nothing is debited to the account beyond what fairly and properly appertains thereto, and, in a general way, capital must only be charged with expenses in connexion with the promotion of the company,

In

care

Account-

the original
plant,

issue

of

capital,

the

acquisition
of
all

of property,

equipment,
necessary

&c, the construction
for

such

works
pre-

as

are

carrying

out

the

business,

the

liminary expenditure, including cost of administration

up

to

i42

SECRETARIAL PRACTICE
until

and

such
or,

time

going order,
to the

as the works are completed and in where works are completed in sections, the

proportion of such administration expenditure as

may

relate

uncompleted sections. Capital may, under certain conditions, also be chargeable with interest on moneys borrowed pending the issue of the share capital, as well as discounts, if any, on issues of debenture stock.
It

on

must, however, be credited in the same way with the interest all surplus cash placed on deposit during such time as the
for

works
capital.

which the capital so deposited

may have

been raised,

are in course of construction or

any

interest is accruing against

The capital having been subscribed and the works for which such capital has been issued having been completed, the expenses attending any modification of the capital of the company
apart from
its

actual increase, such as the sub-division of ordinary

shares into ordinary and preference, or ordinary and deferred, the conversion of debenture stock from one rate to another, the
substitution of debentures for debenture stock, or share warrants
to bearer for ordinary registered certificates, will all form revenue

charges
in

same way, the maintenance, renewal, and improvements and betterments of the property of the company, must also be charged to revenue and not to Additions to the plant, equipment, and property of capital.
;

while, in the

many

cases

the

company

will,

however,

as

in

the

case

of

original

construction, be for Capital

Account.

be borne in mind is that Capital Account with the same thing twice over, whether cannot be charged

What must always
re-issue

it

be for

or conversion

of

existing

capital

or

for

the repair, renewal, or reinstatement of property, plant or equip-

ment.
it

will

axiom, therefore, always in mind, be easy to discriminate as between Capital and Revenue;

Keeping

this general

and the receipt or payment, as the case bs entered up under its proper heading.

may

be, will therefore

As regards
will

Capital items, the Receipts side has already been

dealt with, with the exception of Interest,

and for this an account Interest Capital have to be opened under the heading Revenue) .V count (as distinguished from Interest and Discount which will be credited through the Cash Book with any into
'

'

ACCOUNTS
money placed on deposit with them. The entries on the Expenditure
deal

143

received from the bankers or other parties in respect of surplus
side will depend a good upon the nature of the operations of the companv. At times it will be necessary to write up payments in the Cash Book for which cheques will not have been drawn, General Account such as transfers from the to Deposit Account,' Stamps on Bills Receivable, charges in connexion
'

'

'

with discounting
able,

Bills Receivable, Interest on Loans, Bills Paystamps and petty expenses in connexion with clearing Scotch or Irish drafts, &c. For each of these items the bank will render a debit note which will be enclosed in the Pass Book,

and thus furnish the particulars
the

of the various debits against

company

as

referred

to therein,

such debit note

being

treated as the voucher for Cash
accordingly.

Book purposes and

dealt with

will in the

As regards the debit side of the Cash Book, the receipts same way be written up with full detail and under the headings to which they have to be posted. The sources from
which these receipts
will

be derived

will

vary according to the

company, but in the case of a foreign company they would represent, in addition to the receipts on Capital Account, remittances from the centre of operations, which would come in the form of bills receivable, interest on investments for account of reserve and other funds, interest on moneys placed on deposit, transfer and other registration fees, and transfers from deposit to General Account.' As regards Bills Receivable, and Bills Payable, a book in the usual form (see Forms 39 and 40, p. 347) will have to be -r ~»-r/ 1 kept, and all Bills will be entered up immediately they come into the hands of the company.
operations
of

the

'

Bills

Receivable

/

and Payable.

'

Bills Receivable,'

will

be

paid in

as

'

Short

Bills

'

to

the bankers, unless the financial requirements of the

company

demand
and
for
will

their being at

once discounted; and as regards 'Bills

Payable,' these will be accepted for and on behalf of the company,

then be returned to the parties interested,
the

who

will call

day after lodgment, the company having nothing further to do with them until their date of maturity, when they will be presented at the bankers' for payment, with

them

i 44

SECRETARIAL PRACTICE
arrangements
'

whom

will

have to be made
'

for

their being

duly met.

Upon a
counted
in
it

Bill

Receivable

either

maturing or being
'
'

dis-

will

appear to the credit of the company's
Bills

General

Account,' and will be placed to the credit of
the Cash Book.'

Receivable
are

As

far

as

the other
for

items

are

concerned,

these

all

any interest accumulated in connexion with investments would be written up under the general heading
straightforward,
of
'

Interest on Reserve

Fund

Investments,' details being given
interest has

of the securities in respect of

which the
will

been collected,

and the
written
in
Transfer Fees.

interest

on deposits

be credited to the companv's

account by the bankers through the Pass Book

up

to the credit of such account as

and will be and when entered

such Pass Book.

The transfer and other registration fees will be collected from the registration department at stated intervals, and it will be for the accountant to go through the books of Transfers
lodged for
Registration,

Probates, Letters of Administration

and other transfers of title in respect of which registration fees should have been collected, with a view to verifying the amount handed over by the Registrar or Transfer Clerk, and General Account of the this will then be paid into the company, and entered in the Cash Book under the heading of
' '
'

Transfer Fees.'

The
of the
will

transfers from the

'

Deposit Account
'

'

of the

company
'

only represent a Cash Receipt so far as the

General Account
'

company is concerned

;

the transfer, however,
'

when made,
at the
it

be placed to the credit of the

General Account

bank, and to the debit of the 'Deposit Account,' and

will

therefore be necessary for the purpose of adjusting this account
in the books of the company to enter on the debit side of the Cash Book the amount so transferred. In connexion with the company's Cash Account it should be made an invariable rule that every payment be made by cheque, either through the General or the Secretary's Drawing Account, except such charges as the bank may have to make on Company's Account, and which arc entered in the Pass Book as above mentioned, or Petty Cash disbursements, and in the same

ACCOUNTS
way
all

145

cash or other receipts, no matter

how

trivial,

must be

paid into the company's account with the bank and appear in
the General Cash Book, and on no account, however small the

amount, must it be paid into either the Secretary's Drawing Account or Petty Cash. The only other special item to be dealt with in the Cash Book is when dividends and interest are payable, and for this it is usual for the board to issue a cheque in favour of the bankers
for the exact

amount

of the dividend or interest, as the case
it

may

be,

with instructions for

to be placed to the credit of

the specific Dividend or Interest Account, and this will therefore

have to go through the Cash Book
ordinary payment.

in

the

same way
it

as an

Where a monthly balance sheet
duty of
the

is

prepared,
of each

will

be the Monthly
Accounts
-

month to see end brought into the accounts of the that every item has been
accountant at the
of such

company
for

in respect

month
purpose

so that the balance sheet
of

that

month may
affairs.

give a
this

correct statement
it

the posi-

tion of

For

will

be

necessary to

make

use of the Journal so as to introduce into the month's
all

accounts

items corresponding to that month but not paid,

for there are

always such items as rent, directors
quarterly,

'

remunera-

tion, trustees' fees, secretary's salary, auditors' fees, c\x.,

are only
I

paid
of

half-yearly

or yearly, the

which monthlv
the

in

1]

i<

irt

inn

which,

however, should

be

brought into

monthly balance sheet by being debited to the accounts affected and the individual parties interested credited, while at the same time there are receipts which are only collected periodically, and which may affect the accuracy of the monthly accounts, if not journalised, but it is generally sufficient only to take them into
side, however, it will be necessary to have an entry for the purpose of debiting the Administration Expenses A c with all charges not actually paid
'
'

account half-yearly. In dealing with the expenditure

within the month, while at the same time

it is generally found convenient to close the detail accounts by a monthly Journal entry, so as to bring them all under their general headings.

In the event oi the disbursements for petty cash having been of a general character,

and bearing no

special relation to outside
L

146

SECRETARIAL PRACTICE
month
will

accounts, the total expenditure of the

be debited as
either

above

;

but should there

be

any petty payments,

on

account of capital or other account, such as an

office

abroad,

then the disbursements will have to be analysed and sub-divided

and journalised to the debit

of the various accounts so affected.

General and Secretary's Drawing have to be obtained for every petty disbursement, a convenient form for which will be found on Such a voucher is not only a protection to p. 348 (Form 41). the company, but is also of great assistance to the cashier, for so long as it is a standing order that no money will be issued for petty cash unless and until the applicant or party interested signs the voucher, there is no fear of payments being overlooked,
in the case of

As

the

Accounts a voucher

will

and the cashier being short in his balance in consequence. In some companies it is the practice to journalise the whole The only object attained by this of the entries in the Cash Book.

method of treating the accounts is that every transaction of the company is put through the Journal and nothing is posted into
the Ledger except from the Journal, and

the

Ledger
its

then
ledger

balances

;

whereas

in treating the

Cash Book as

own

account, the balance at the debit or credit of the cash account

has to be taken into account for the purpose of balancing both

This system is now practically obsolete and certainly represents considerable unnecessary labour without
sides of the Ledger.

material advantage.

In
ceived,

strict

book-keeping, an account should be opened with

every creditor of the

company immediately
is

the invoice

is

re-

and where any delay

likely

to elapse
its

between the
it

time of the receipt of the invoice and
advisable for this to be done.

discharge,

is

still

Where, however, as

is

the case

with most companies, the invoices are paid within a stipulated time of the accounts being rendered, no particular object is gained, while the Ledger gets filled with a lot of personal accounts

which are of no ultimate value whatever. As an alternative a Voucher Account may be opened. Under such an arrangement, every debit note received is vouched, the voucher slip bea number, and against the corresponding number in the voucher register is entered the name of the creditor and the amount of
the account.

Name of Account.ACCOUNTS 147 Still. in addition to the other Journal entries. In any case. This is a rough foolscap book ruled in ledger form and headed Ledger Balances as at the last day of the columns contained therein the month of 19 being Ledger Folio. All the Cash and Journal entries having been concluded for the month. Book as the case is may and the balances having been extracted. While every care has to be exercised to bring into the accounts month by month all the charges corresponding to such- Half-yearly Accounts. p. assuming that it is preferred to keep an account with every creditor of the company it would. and the balances agreed with the cash in the hands of the clerks re. the Cash Book will be ruled off. at the end of every half-year a Journal entry should be made for the purpose of bringing every debtor and creditor into the books. however. The Ledger clerk will then post all the transactions into the when this is done the balances will be taken out and written up in the monthly Ledger Balance Book (see Form 42. Both Ledger. 349). Should this not be the case the postings and extraction of the balances must be checked and re-checked until the error is discovered. special care will have to be exercised at the closing of any half-year. and Balance. when the two sides should agree. sponsible therefor. and the balance placed either on the sides of the debit or credit side of the Ledger Balance be. month.' Ledger will then be added up. the sheet completed by adding the balance standing to the credit or debit of the Cash Book. carefully debiting or crediting the account that will ultimately be affected. and ' . and the two sides of the Ledger Balance Book are in exact accord as regards their total. the total of the one deducted from the other. and while making a point of keeping everything close up to date by presenting accounts for payment to the board for all that is possible previous to the last day of the be a fair . as if a half-yearly report is issued it is absolutely essential that the accounts of the company as published shall and correct record of all the transactions for the period under review. be necessary to journalise all the creditors. and an agreement shown with the Pass Book the Petty Cash and Postage Book will be similarly dealt with. the balance brought down.

for instance. and it may be. In dealing with the expenditure or liabilities a care- have to be made of the general business and transactions for the half-year with a view to ascertaining that no charge or liability has been incurred and not taken into account. of course be possible to pay this interest on the last day of the half-year. SECRETARIAL PRACTICE and by collecting all moneys due to the company before closing the books. Say. its credit the share and loan capital received under the different side the expenditure will be set out in such detail as headings of Shares ami Debentures. of From this latter will course be deducted the proportion collected from the probe prietors of debenture stocks and preference shares. and which can only find their ful way there by means of Journal entries. paid two or three months after the date of closing the accounts.i4« half-year. while on the other may be necessary. in fact. the company has a loan from its bankers and the latter have not collected the interest on such loan from the Company's General Account by debiting the company through the Pass Book. A similar practice should be adopted in regard to interest accrued in respect of debentures or other securities where the actually contingent upon the earnings of the is not company. is ' Another item which has to be journalised into the accounts Income Tax in respect of these accrued fixed charges and for ' the proportion of the general assessment. there are sure to be various items which will have to be brought into the accounts. and not therefore subject to the declaration or apWhile it may proval by the shareholders in general meeting. together with any discount on any permanent deben- . An account up for the subsidiary to the balance sheet will made purpose of showing the balance on the company's On the one side this account will have at capital account. first. it is generally found more convenient to pay it on the day following or even at some later date. then the amount due to them at the time of closing the books will have to be agreed by a Journal survey will entry. in which case the proportion of such accrued interest corresponding to the period covered by the half-year's accounts will have to be brought into the accounts by means of the interest Journal.

balance sheet ture.' Lands and Properties. will it . it — be an asset of the in company and not a liability.' Legal and Administration Expenditure. and including in the case of a railway company. it be an over expendihave to be put on the credit side that is to say. The other subsidiary accounts to the balance sheet will Net Revenue Account. it will be placed on the debit side of the will but if. the latter made out in such a form as not only to show the total liabilities on Capital Account. together with all the revenue and capital abstracts. but also any further capital powers created and unexercised. if any. a return of rolling stock and the usual certificates from the chief civil and mechanical engineers.' and the amount expended will either be shown under one general heading or divided under the usual headings of Preliminaries.' Commission. * of is Note. &c. in the case of a railway for instance. keepers. it Where to ' this is for a second or succeeding year ' ' will be convenient show this under the three headings of Expended to Expended during the year or half-year as the case may be. : — the following . and the statements of share and loan capital. and Reserve Funds. storebe the Revenue Account. and Total Expenditure to date.' Cost of Concession and Goodwill.ACCOUNTS ture stock which 149 may be treated as chargeable against capital. If there be a balance remaining unexpended.' &c* The difference between the two sides of the capital account will ' ' ' ' ' ' then be transferred to the balance sheet. The items render it the balance sheet should be so grouped as to as concise as possible without sacrificing intelligibility. on the other hand. An alternative and perhaps preferable form of the distribution Expenditure on Capital Account. Interest and Discount.

and. is from abroad is cleared by a credit note from Head and.' &c. The working of these debit and credit notes simple. A summary of these debit and credit notes is despatched to the foreign centre and from there to Head Office by the first mail cleared credit note after the by a end of each month. or money collected on account of London or foreign centre as the case may be. every debit note from Head Office from abroad or vice versa. and arrange Monthly Account Current. for it should be a standing order that nothing can be expended on Capital Account without the direct .150 SECRETARIAL PRACTICE The accountant being satisfied that everything has been then take out a provisional Balance with the Auditors to carry out their will brought into account Sheet. has to adopt that such debit or credit note has miscarried. in the same way. The advantage of these notes is apparent. and for this purpose both the debit and credit notes show on their face not only the Head Office debit or credit consecutive number. for it gives in the simplest form and in the promptest way possible. Office is removed from some system under which mutual financial operations can be carried out in a uniform and efficient manner. The debit and credit notes are used not only for payments but also for other debits and credits of a pro fori i character in connexion with such matters as Capital Authorisations. despatched by the first mail after any payment has been made. there is nothing which has yet shown any marked improvement upon the somewhat old-fashioned commercial system of a monthly Account Current consisting of debit and credit notes. where its Head the centre of operations. while at the end is of the half-year a statement of these monthly summaries also sent forward. These debit and credit notes are numbered consecutively. for every debit re- ceived Office. so long as ordinary care is is exceedingly exercised. but also the foreign credit or debit number. duplicates are always forwarded by the following mail. and therefore the absence of an}' number is sufficient to show Every company. audit. to prevent inconvenience from such a contingency. advice of every transaction jointly affecting the accounts at home and abroad. and although many methods have been introduced from time to time.

will submit these. say. but where this is more than amount authorised the over-expenditure will either have been the previously approved by the board or an application for its note for the difference authorisation. Capital Authorised p. does and Expended (see Form 43. 349) which. together with a full explanation of the increased expenditure.ACCOUNTS approval of 151 this the board. and. a credit is sent abroad. In anticipation of the declaration of a dividend or the payment of interest upon debenture stock the accountant. the foreign centre being also at the capital asked for. the duties devolving upon the accountants' department will in connexion with the preparation of dividend warrants be considered. These being only pro forma accounts for the purpose of controlling capital expenditure. entitled. p. after agreeing to the form of the dividend sheets (see Form 44. which should be thoroughly investigated. and to satisfy that the obligations at any time thus undertaken are it not in excess of calls attention to the capital funds. for the approval of the secretary. not in any way form one of the books of the sheet. while at the same time all questions of over-expenditure or careless estimating. and therefore under the amount authorised by the board. however. they are kept in a separate book. for it enables the board to watch itself every authorisation made. Where this is under the amount of the estimate. and the latter will be accepted by the Head Office so soon as the authority of the board has been obtained. will accompany the debit note. is the necessary authority given and a pro forma account opened for the work so authorised and charged with the amount of the estimate. and the expenditure proposed is in the opinion justified. 350) with the registrar. but is company for the purpose of the balance merely a book subsidiary thereto. of the general book-keeping of the Preparation for Divid end. Having now disposed office. The value of is such a book apparent. if . together with a specimen of the dividend warrant. and to at if obtain approval the representatives of the company is home or abroad have to of the board send forward their estimates. As soon as the same time debited with the work is completed that centre sends forward a debit note representing the actual cost of the work.

as well as sign. after all said and done. the best auditors of the company in the matter of dividend warrants. fraud can only be committed to the prejudice of one or another of the shareholders interested. however. and their signatures therefore would be more or less a matter of form. Finally. arrangements must be made for their attendance at the office to sign them previous to the secretary appending his signature thereto. for. of the board. It is. it would be impossible for the directors to check. all warrants are carefully examined to see that none are unsigned or missing. while dispensing with such signing relieves them and the office generally of a good deal of delay and inconvenience. now generally considered that the signature of the secretary and the initial of the accountant as having examined the warrant are sufficient fully to protect the interests of the company. as ' ' stated.i52 SECRETARIAL PRACTICE be sufficient. Apart from this. necessary. for the shareholders are. they are then counted. The accountant will carefully check the warrants with the sheets and will then pass them on to the Secretary for signature and where directors also sign warrants. will and then order such a number as The warrants will be stamped and numbered having everything in with a view to readiness to start writing them out immediately any of the dividend sheets (to be filled up by the registration department) are completed. the individual warrants. and enclosed in envel which have been in the meantime prepared in the registration department. the casting and checking by cross-casting of each sheet may be accepted as sufficient proof of the correctness of the detail calculations. and so long as the amount paid into the bank is only sufficient to cover the total amount of the dividend as represented by the warrants to be issued. clerical staff Thus. checked and agreed with . the board confining itself to issuing a cheque on the General Account for the total amount of the warrants. This is paid into a special dividend account with the bank accompanied by an order of authority for the acceptance of the secretary's signature and accountant's initial on all warrants presented against such an account. as soon as the first sheet is prepared the can at once commence work on the warrants. provided there is no coincidence of a balancing or compensating error.

ACCOUNTS the total 153 number to be issued. the Special lists cheque portion being detached and cancelled. to a Dividends Unclaimed Book where they are entered up. the company collects a definite receipt from the Post Office for so many addressed envelopes. With many companies an is adhesive impressed stamp used for the envelopes. For this purpose the Pass Book ' may be paged. In cases where the This method. Where. and the page entered in column. and after being checked off against the Pass Book they are put in proper enclosing a cancelled specimen numerical order and written off in the dividend sheets as paid. . however. for the dividend warrants payable to such bank to be filled up only as regards the upper half. this forms the company's certificate for having posted the number as the effect that to therein stated. and despatched to the bank in question together with the list and corresponding upper halves of the warrants. and in this case the counting and check- ing of the warrants clerks who must personally take must be performed by one or more responsible them to the post. with some companies. daily application should be made to the bankers for them as they are presented. and. entails considerable extra trouble and work on the staff. it is the custom. instructing them to open the dividend account and warrant with the cheque for the total amount of the dividend. all outstanding warrants in respect of the previous dividend are paid ' transferred p. for future reference purposes. ' a large number of warrants are paid to same bank for account of various shareholders. they are or posted on the day fixed by the board. 351). all being in order. (see Form 45. are then made of the upper halves and one warrant only is prepared for the total amount in accordance with each of such lists. official Previous to posting the warrants an advice should be sent round to the bankers of the company. Immediately preceding the payment of a dividend. however. and there- after sign a certificate at the foot of the dividend sheets to the number of warrants as therein referred were posted by them at a particular post office at a certain time on the day fixed. and after the warrants become payable. as is the case with large companies.

mislaid or destroyed. &c. made by the shareholder can be ascertained. fully posted &c. payment of pensions. (see Form 46. bills. maturity of bills payable or receivable. case. the indemnity being carefully filed in order that it away made in the Legal Documents Book. and he will also at all times up as to the state and condition of the bank balances transfers so that surplus funds may be placed on deposit or the general account balances built up.154 Applications SECRETARIAL PRACTICE may be received from time to time from shareholders notifying the company that they have not received their dividend or interest warrants. p. 352) is sent to the proprietor or share- and upon this being signed across a the proprietor or shareholder. a form of sixpenny stamp by indemnity holder. and that the statement as or proprietor is. to stop the payAfter ment of the warrant at the bankers' of the company. by from deposit. may If be the effective should the necessity for so doing arise. or that these. the first thing to on their request. in which he will enter all matters and things requiring his attention at any given date. do that the warrant has as far as not passed through the company's account. by discounting temporary loans. having been In this received. have either been lost. correct. &c. by obtaining . instituting due inquiries with a view to satisfying the board is. a duplicate warrant is issued. such as payments on account of employees abroad (if any). when or necessary. warrant is for a sum less than £$. no stamp is necessary. The accountant should keep on his desk a rough Day Book or Diary. dates for sending in any particular keep himself returns. in the presence of a witness.

to hold office until the next [s. names and addresses must appear in any prospectus issued on the formation of the company (s. If the directors have previously appointed the first auditors. and they must certify it so far as it relates to the shares allotted. 81). unless previously removed : by a at resolution of shareholders in general meeting if the auditors the meeting ' are so removed. as above. and to (s. Failing any such appointany annual general meeting. must suffice. 82). 112 (2) ]. any member ment being made at of the company may apply to the Board of Trade. the 65). until the first then hold office annual general meeting. their the directors have appointed the first names and addresses must appear in the statutory report. who may appoint an auditor for the current year and fix his remunera- annual general meeting tion [s. a Whether auditors have or have not been previously appointed company is bound to appoint an auditor or auditors at each annual general meeting. 112 (1) ]. It is clear that the first annual general meeting just mentioned is not the same as the ' statutory meeting.CHAPTER XV AUDIT The first auditors of a company may be appointed by and will the Appointment oi Auditors - directors before the statutory meeting. receipts and payments 65 ] company on capital account If there are no auditors. or in the statement their in lieu of prospectus (s. And if before the statutory meeting auditors. 112 (5)]. to the of cash received in respect of the such shares. the directors' (3) certificate of the statutory report [s. the shareholders may replace them at which they are removed [s. 155 .

the effect of which may be stated as follows : Retiring auditors may be re-elected at the annual general notice of meeting. either to the retiring auditor or to the share- holders. as has been stated . the the notice has been to shareholder's notice may be deemed good. As regards the appointment at an annual general meeting of new auditors in the place of existing auditors. It is then the duty of the company auditor.156 SECRETARIAL PRACTICE The auditors. its No auditor director or officer of [s. in such manner as the articles allow. which is required by s. a a date fourteen days or less after given. since a proposal to appoint another auditor in his place cannot be sprung upon him and the shareholders at the general mi cting without notice. and a retiring auditor. who must necessarily have been appointed at the annual general meeting. Apparently. not less of intention to nominate. will protect. as well as the retiring auditor. not less than seven days before the meeting. and the notice by the company be given with the notice of the meeting. after the shareholder's notice has is meeting is called for been given. are also required to audit the statement in the form of a balance sheet. of the nomination of the new auditor (and there is no penalty for the neglect). but during the continuance of the vacancy the surviving is. (3) But if. even if the directors omit to give notice. directors. 112 (4).s (if any) may 112 [6] regards the remuneration of auditors. office of Casual vacancies in the auditor may act be filled by the ). 89). he. than fourteen days before the meeting. to send a copy of the notice to the retiring and notify the shareholders. company can be appointed 112 (3) ]. Other auditors may be elected at the meeting subject to the condition that a shareholder must have given notice. without previous intention to (2) nominate them. will still be rligible for election. These provisions are intended to protect. this is provided for by (1) s. or continuing auditor or auditors A. He will know when his re-election is to be opposed. 26 first to be included in the Annual Summary a (see p.

the Court will not force them upon a company which . &c).e. fill a casual vacancy. it 157 may also fix the remuneration it fixes where the company in general meeting appoints. . not merely books of account. where the Board of Trade appoints. before the statutory meeting. shall per- (2) The auditors make a report to the shareholders on the accounts examined sheet laid before the by them. but also minute books. has been held. or to fix it [s. the balance sheet referred to in the report is properly drawn up so as to of exhibit a true and correct view the state of the company's affairs according to the best of their information and the explanations given to them and as shown by the books of the company.e. . they (1) Rights 112 (7) ]. Every auditor of the of a company shall at all times to the books company. that auditors . (1906). including the secretary. however. shall state — whether or not they have obtained the information . 378]. may be necessary Any regulations. The and (2) (1) rights of the Act. 2 Ch. The above imposes upon the directors and officers of the company. which are (a) to produce at all times to the auditors the books [i. and vouchers of the company and (b) to give at all times to the . and duties of auditors are which are as follows : set out in s.AUDIT above. Birmingham Small Arms It Co. cannot insist upon their statutory rights in all circumstances for instance. the remuneration and where the directors appoint. and explanations they have required (h) and whether. and invalid [Newton v. precluding auditors from availing themselves of all the information to are ultra vires which they are entitled under the Act. i. auditors such information and explanation as to enable the auditors to perform their duties. accounts. in their opinion. and on every balance company in general meeting durand the report all ing their tenure of (a) office. 113 and Auditors'. and shall have a right of access and accounts and vouchers be entitled to require from the directors and officers of the tion company such informafor the and explanation as may be necessary formance of the duties of the auditors. correlative duties..

as well as to ordinary shareholders. The report must be read before the company in general meeting [s. other than private companies. 113 [3]). In the case of such companies. Most articles require a copy of the balance sheet and report of the directors to be sent to all the shareholders before the meeting. on or after July 1. 440]. In the case of companies. or a reference to the report must be inserted at the foot of the balance sheet. must be signed on behalf of the board by by one director. The report must at the meeting be open to inspection by any shareholder. and any shareholder is entitled to a copy of the balance sheet and auditors' report on payment of a charge not exceeding sixpence for every hundred words (s. care must be taken to forward the directors' report and the balance sheet to preference shareholders and to debenture holders. 113 (3) ]. does not require their services [Cuff (1912). . and sheet The balance two of the directors (or in report must not view of the express statutory provision. preference shareholders and debenture holders have the same right to receive and inspect the registered balance sheets and reports of the auditors and other reports as possessed is by the ordinary shareholders (s. and the auditor's report must be attached to it. before the general meeting. 1 Ch. 114). if there is only one). it seems clear that the by agreement be taken as read. therefore. It will be the duty of the secretary to read it. 1908. in cases where they are entitled to receive these documents. Auditors' ep London & County Land Co.158 SECRETARIAL PRACTICE v.

necessary. of e.CHAPTER XVI DIVIDENDS The payment of a dividend is a distribution. cost construction (2) must show in its accounts. from time to time. altered. to authorise the payment If (1) . or a special resolution passed. except in the special circumstances mentioned in Act. (3) to apply to the Board of its Trade for its sanction. the Board of Trade grants sanction. all So company concerned. Parliament to statutory undertakings. s. seeing that the previous sanction of the Board of Trade is required to any such far as the (1) payment is of interest as the section allows. paying out of capital interest on paid-up capital during the unprofitable period of construction of works. The section only permits interest to be paid on shares which are issued to provide money for the construction of ' works or buildings. defraying expenses of the kind specified if (2) that the articles are. that it can do is to take care that the shares are issued solely for the purpose of . 91 of the and subject to the provisions of the section. period.g. to be of its No dividend can be paid out of capital. railway companies. The section extends to companies incorporated under the Payment of °U ° Companies Acts the powers usually granted by private Acts of (^itl). the comof pany the may of charge such payments to capital as part . intended made periodically by a company among its shareholders.' which cannot be made profitable for a lengthened It seems likely that the Courts will not be troubled ' ' with decisions as to what constitutes a lengthened period in each case. the capital on which. or the provision of plant. net revenue or profits. and the rate at 159 .

Unless the regulations otherwise provide.) lower rate may be fixed by Order in Council. and dividends must bo paid accordingly. &c. dividends are payable in proportion to the nominal amount of share capital held by each shareholder. 42 Ch. v. 30O. 8 A. 65 .54. . preference and ordinary shares.C. The directors are generally authorised by the articles to pay to the members such interim dividends as the profits of the company appear to them to All justify. D. provide for the payment of dividends in proportion to the amount of capital paid up by each shareholder permitted by s. The power to declare a dividend is usually vested by the articles in the directors. 39 of the Act. A has ten £1 shares with 5s. either with or without the sanction of a general meeting. interest has been paid during the period covered by the accounts. The Board of Trade determines the period for which interest may be paid. The regulations of a company usually. paid up on each a 10 per cent. unless v.C. shares of different classes. the articles authorise some other form of payment [Wood Odessa Wafer- works Co. 14 A. . For example. B has ten £1 shares with 10s. however. 525]. which must never extend beyond the end of the half-year in which the works. are completed. [Oakbank Oil . (18 . paid up on each. (1888). As to cumulative dividends All dividends become due immediatelv they are declared. Co. 636]. or in a general meeting of shareholders. No higher rate than 4 per cent.i6o SECRETARIAL PRACTICE which. dividend is declared both A and B receive £1. see p.g. that no dividend shall be declared exceeding in amount that recommended by the directors. re Bridgewater Navigation Co. dividends must be paid in cash. and a (See also p. e. and they are treated for all purposes as a debt due from the company to the shareholder [re Severn Raihvay Co. Dividends must be paid in accordance with the rights of the shareholders as fixed by the memorandum or articles of association. irrespective of the amount paid up. it is Where commonly provided the power is vested in a general meeting. Crum (1883). Thus the capital of a company may bo divided into (1889). can in any circumstances be paid.

Sharpe (see ] above) ]. 239]. Assiirance Co. as to the meaning of profits.' A difficulty has been felt in and net profits. and consequently it happens that companies deal with depreciation or loss in many different ways . 159. depreciation or loss of assets may The Companies Acts have not required any uniform system of book-keeping. others only partially. General and Commercial Trust (1894). chiefly arising drawing the line between capital from the various methods in which be dealt with. : some provide out of revenue for depreciation or loss as it arises all. or a general meeting it. or only out of the net profits after taking whether dividends can be paid out from M . 502 Flitcrofl's Case (1882). the number of years varying in different companies. 35 Ch. 154]. Whitworth (1887). 92. 12 A. (1911).) The question then of the revenue. the fundamental rule with regard to the payment of dividends is that no dividends shall be paid out of Q U t of what capital a payment of dividend out of capital is an ultra vires Moneys Payable act on the part of the directors of a company. 1 Ch. (See Spanish Prospecting Co. v. or not at Given the same amount of depreciation or loss and the same revenue. D. A dividend due if will become barred by the Statute (1904). Sharpe (1892). 519 Masonic . Case (see above) purport to authorise But although no dividend can be paid out of capital. or articles [Trevor v. 559]. except that they do not usually bear interest against the company. As stated on p. is of Limitations not claimed within twenty years from the date of declaration [Artisans' Land Corporation The often length of time within which a dividend can be claimed provided for in the regulations of the company. 1 Ch. and renders them liable to make good to the company any amount so paid [Oxford Building Society (1887). yet a dividend can be paid out of moneys which are certainly not net ' profits.C. D. 21 Ch. 409 Masonic Assurance [Fliicroft's Co. even though the memorandum .DIVIDENDS i 161 Ch. [Verner v. form of resolution to pay a dividend will be found on p. A . the net profits may apparently be increased or reduced 1 according to the method employed in dealing with depreciation or loss. 129. No such payment can be made. . and constitutes a breach of trust. v. 2 Ch. arises Ch. 796].

230 . The question whether a company has profits available for distribution must be answered according to the circumstances of each particular case. Where a company's e. but the circulating capital company need not be maintained must be made good ' before dividends are paid. (1902). if necessarily appear in the revenue account. the credit balance. make a profit by working the diminution of the property is a gradual consump- tion of the capital. Circulating capital. but intended to be used as stock in trade.g. the regulations so provide. 882]. of the ' ' 2 Ch. and the evidence of competent witnesses [Bond Barrow Hamalile Co. and it is for the shareholders to decide whether v. and to bring profit to the companv by being sold [Verner v. and it. 239]. Incidentally it may be income-bearing while retained. Fixed capital is used to denote that portion of the company's assets which consists of investments of a more or less permanent form. on the other hand. be dealt with in the capital account 1]. 344 Nenchatel Asphalte Co. 1. (1889). Lambert Co. Gillies (1879). 16 Ch. of dividends. D. plant. e. D. may be used for the payment the con- . business is to acquire a wasting property. 347 (n) . The ' fixed capital ' ' of a out of revenue. (1882). shares in a dividend-paying mine bought as a speculation. depreciation by waste need not but may. the nature Fixed and Ca^al company. 1 Ch. revenue such amount as may be necessary to keep the capital The answer depends upon the constitution and objects of each Dent v. consists of that portion company's assets which is used for turn-over purposes. 353]. 51 L. If the objects of a company include the investment of capital in wasting property. a coal mine under a lease for years. J. Ch. or securities purchased for the sake of the income they produce. (1894). 16 Ch. 2. 41 Ch. and varies v. .: 162 SECRETARIAL PRACTICE intact. buildings. company [Davison London Tramways v. if when realised. If the capital account is in credit. they will have a sinking fund to meet the waste [\'erncr General and Commercial Trust 3.g. such as land. [Lee v. with the class of business carried on. 2 Ch. General and Commercial Trust (1894). Neuchaiel Asphalte Co. The following are some general principles extracted from the moie important cases on the subject of the v. D. (1880).

it Power is often given to use the reserve fund in the business of the com- pany it .g. of course. the directors. if not so used may be invested in the shares or securities of other companies. On pared. this cannot. 353-5 (Forms Dividend Request by a shaieholder. of dividend [Fisher v. be done. the may be invested in such securities as may v. and a form of will be found on pp. 174].DIVIDENDS stitution of the 163 is company it. for any other proper purpose Table A. They can then be posted after the meeting. and before any distribution the articles contain a clause similar to the above. since there is nothing in the to statute to prevent and there no obligation v. 99). a clause empowering Reserve. And even if without such provision. and Foims 44 and 45). 151-154. in almost all cases merely a formal sanctioning of the previous recommendation of the board. cl. and dividends can be paid thereout. however. warrants In practice it is usually possible to prepare must be pre. subject to the control of a general meeting [Burland Earle (1902). 1 Ch. of a Where the memorandum company provides that the profits available for dividend shall be distributed as directed. Forms of Dividend Warrant 47 and 48). or for equalising dividends. before recommending any dividend. The methods of the preparation and despatch of dividend warrants and the arrangements for their payment are dealt with fully in Chapter XIV (see pp. a reserve fund shareholders approve. if the directors think fit.C. But if there is any likelihood of the company in general meeting declaring a dividend less in amount than that recommended by the directors. A. If the fund is Black and White (1901). retain appreciation of the capital [Lubbock British Bank of South America (1892). select. to set aside out of the profits of the as they think proper as a 01 reserve fund to meet contingencies. allows it. and the directors may be formed. 83]. it can be treated as undivided profits. but not in the shares of the company to which belongs. . in all the declaration of a dividend. The articles of a company usually contain company such sum (see e. The resolution of the meeting is. accumulated out of profits. 2 Ch. 198].Dividend Warran s> and fill before warrants and have them ready for is despatch the general meeting at which the dividend formally declared. a reserve fund may be created.

A for a Duplicate Dividend Except in cases where the amount of the dividend is very large this indemnity will probably be considered sufficient. thought The articles of a may is be sent through the post. be address of the one whose name stands respect of the joint holding. and that on the register in any one joint holder may first give effectual receipts for dividends. may be made or. company commonly provide that dividends As regards joint holders. directed by a Dividend Request). In the case of coupons. form of Indemnity and Request Warrant is given on p. unless otherwise [i. 153. attached to a be found on p. In the event of a dividend warrant being lost or mislaid. but the guarantee of a third party in addition may occasionally be required. will be found on p. it sent to the registered usually provided that the warrants shall. 352 (Form 46).if n SECRETARIAL PRACTICE company requiring the to pay dividends in a particular way. a cheque should be sent to the company's bankers to cover the total of amount will to be disbursed p. a fresh one should not be issued without a satisfactory indemnity.e. if for their payment at the at the registered office of company's bank. the company. by the bank. arrangements presentation and fit. . A similar form. which request is often sent out with share or stock certificates in the case of holdings. 357 new (Form 50). 358 (Form A form See Dividend List be found on 51). When forms of Dividend Request are received by the company. also p. they must be At the same time as the dividend warrants carefully preserved. are sent out. will (Form 49). 356 request by the company for a specimen signature.

that a temporary overdraft the required. and in almost all cases the express power to borrow is coupled with a power to give security for the loan upon the company's ' property. v. which are really a perpetual annuity [Southern Brazilian Railway ' ' ' ' Co. (1870). 2 Ch. The usual plan. The use of the word raise is not meaningless. And where a company has power to borrow. but his is frequently inconvenient. which most companies possess. 432]. however. A trading company. App. without power also to raise money. is for to exercise the borrowing powers of the company up to a certain 165 . be necessary to borrow were exerciseable only by convene a general meeting before the directors to be authorised the transaction could be carried out. 78]. is may be. unless forbidden bv its articles. articles expressly or impliedly authorise ise of them to exercise Sometimes the exen power t is placed in the hands of the company It in general meeting. it can.CHAPTER XVII MORTGAGES AND DEBENTURES Practically all companies have an express power to borrow. if the it. The power to borrow may the be exercised by the directors. however. has in general an implied power to borrow [General Auction Co. The express power to borrow. does not enable a company to issue irredeemable debentures. give security. 83]. since a power to borrow money merely. Borrowing owers which is conferred by the memorandum of association. 6 Ch. (1905).g. 3CI1. audit would. generally includes the power to raise money. Smith (1891). if power to the company. by mortgaging its property [Patent File Co. for example. e.

or from securing an overdraft by the guarantee of its directors or others. or the debt may be irredeemable. Levy v. in which case it is a negotiable instrument passing by delivery below). or from securing any loan by any method available to an individual. 39) that. creates a debt or acknowledges either of these conditions is and any document which I it is fulfils a debenture. in at p. 234]. We have already seen (p. There is..166 limit. the amount of the not exceed the preference share capital. shares debentures simultaneously for public sub- scription. may allot shares and debentures. but that may and nevertheless. A debenture is a document under the seal of the company. nothing to prevent a company securing a loan from an individual by a specific mortgage of some or all of its freehold or leasehold property. 2 Ch. J. 1 In my opinion a debenture means a document which either it. cannot find any precise legal definition of the term not either in law or comis < merce a strictly technical term. 264]. . But the common practice is for a company to secure its loans by the issue of debentures. of course. The money may be payable at a fixed date. the method usually employed is to issue a debenture or debentures. SECRETARIAL PRACTICE and for that limit not to be exceeded except with the The limit may be nominal capital of the company. The payment of principal . or the amount of the issued capital of the company for the time being. a it company may not a company offer exercise its borrowing powers until it has received a certificate entitling to commence it business. or any other sum. and receive money payable on application for debentures. before obtains the certificate. D. and no preference shares have been issued. Where a company lias power to borrow and wishes to borrow money. or on notice. 87 of the Act. Where by the articles the amount borrowed may sanction of the company in general meeting. by s. or what called a term of - ' art [per Chitty. The debenture may be payable to bearer. the restriction does not apply until preference share capital exists [Johnston Foreign Patents (1904). Abercorris Slate Ch. or to the registered holder. acknowledging or creating a liability to pay a certain sum of money with interest thereon at a specified rate.

defined. declare the holders to be entitled pari passu to the and subject to the provisions in. of the conditions endorsed thereon. a floating charge of the on the fixed charge on some. and. by the words of the debentures declared or (b) by the language of the debenture In either case the charge may be (2) : (1) a fixed charge on the property of the property of the floating charge company company (3) a . often contain a general charge on the undertaking of the company. The trust deed also usually contains provisions for the calling of meetings of the debenture holders at which a specified majority (usually three-fourths) are able by resolution to bind the minority. in which case the debento a mere promise to pay under the seal of the but more commonly the payment is secured by a mortgage or charge on the property of the company. . a the mortgaged premises does not include a power to release power to release the a power to company . debentures. and that they. . as the Court will refuse to allow the will of the majority to override that of the minority except in regard to matters definitely provided for in the trust deed. and such provisions are valid (1892). The charge may be created (a) by a trust deed. and a on other. the terms of which are thus incorporated in the debentures.g. however.MORTGAGES AND DEBENTURES and ture interest 167 amounts . parts of the property company. 75]. the trust deed. need be. e. can act more conveniently on their behalf. to the benefit of which company the debenture holders are to be pari passu entitled itself. does not include a power to relinquish their rights . ecure In the case of debentures secured by trust deed the property Debentures . enforced. Eddystone Granite Quarries be strictly The powers given to the majority should. a power to modify the rights of the debenture holders . need not be secured at all. The advantages of a trust deed are that the property charged actually vests in the trustees. as representing the whole body of debenture holders.L which is to be the security is conveyed by deed by the company ^ by to trustees upon trusts for the benefit of the debenture holders. even though a specific charge is The trust created by the deed. by one benefit of. [Follit v. 3 Ch. by the trustees. if The debentures themselves. and the deed prescribes the terms and conditions on which the is security to be held.

iGS

SECRETARIAL PRACTICE
their rights presupposes

compromise
there
is

or difficulty in enforcing them,

some dispute about them, and cannot be exercised where

no such dispute or
v.

difficulty [Mercantile Investment Trust

Co. v. International Co. of Mexico (1891), reported in footnote to

Sneath

The remedies

Valley Gold (1893), 1 Ch. 477]. of the debenture holder depend for the

most
enter,

part on the provisions of the trust deed.

The deed

generally

provides that on default by the
sell

company

the trustees

may

the property charged, and distribute the proceeds amongst

the debenture holders.
action
to

The

trustees

enforce

the

charge, or

may be plaintiffs in an one debenture holder may
But
in the case of
plaintiffs

generally sue on behalf of the class, in which case the trustees

as well as the

company
it

are defendants.

debenture stock,

would appear that the only proper

are the trustees [Dundcrland Iron Ore Co. (1909), 1 Ch. 446].
receiver can be appointed
trustees under the

A

by the Court
in the trust

in proper cases, or
;

by the

power

deed

a manager can also

be appointed where necessary.
In the case of debentures secured without a trust deed tic
security
is

created solely

by a charge contained
is

in the deben-

ture

itself,

charging the property which

to be the security

with the payment of the mortgage debt.

The debenture usually
has, subject to the

contains conditions providing for enforcing the securitv.

The holder

of debentures of this class
itself, all

conditions of the debenture

the remedies of a mortgagee.
if

The debenture usually provides that

the securitv becomes

enforceable, a majority of the debenture holders

may

exercise

the power of sale and of appointing a receiver conferred

by the

Conveyancing Act, 1881, s. 19, and that they may enter into possession. A debenture holder may bring an action on behalf of himself and other debenture holders to enforce the security, and the Court will make a declaration of the charge, appoint a receiver and sometimes a manager, direct necessary accounts and inquiries, and order a foreclosure or sale of the mortgaged properly. A debenture holder may also bring an action in his own name upon the covenant by the company contained in the debenture to pay the principal and interest. He may also petition the Court to wind up the company. When the principal and interest are in arrear the Court will grant the

MORTGAGES AND DEBENTURES
petition as a matter of course
(1879), 11 Ch. D. 372].

169

[Uruguay Central Railway Co.

A

fixed charge

is

usually given upon the immovable property Fixed and
floating charge as a rule serves to jjul^jgf

of the

company, whilst a

charge the convertible property, such as stock, book debts and
cash of the company.

A
that

floating charge leaves the
it

company

free to use the

property
;

the subject of the charge as
is,

pleases until the charge attaches

it is

a charge on the

will not attach until the

company as a going concern, which company ceases to be a going concern
Manila Railway Co.
326
;

[Governments Stock Co.
re

v.

(1897), A.C. 81

;

Borax

Co., (1901) 1 Ch.

Illingworth v. Houldsworth (1904),

A.C. 355], or until by the conditions (if any) of the debenture the The usual conditions are, if execution floating charge attaches.
or distress
is

levied against the

company, or

if

the

company ceases

to carry on business.

A floating charge does not prevent the company from creating
mortgages on the property charged, unless there is a declaration that the company shall not have power to mortgage in priority
to the floating charge [Wheatley v. Silkstone Coal Co.
(1885),

29 Ch. D. 715
1 Ch. 604].

;

and see Cox-Moore

Where there is not power to make a mortgage
a floating charge, this

Peruvian Corporation (1908), a declaration that the company has
v.

in priority to, or pari

passu with,

may

be defeated by a legal mortgagee

showing that he had no knowledge of the floating charge [English and Scottish Investment Co. v. Brunton (1892), 2 CJ.B. 700]. The company has complete power to deal with the property the subject of the floating charge, until the

company
v.

is

wound up

or a

receher put
A. C. 81
;

in

[Governments Stock Co.

Manila Railway

(1897),

Florence

Land

Co. (1878), 10 Ch. D. 530].

When

a

floating charge, attaches, the rights of the debenture holders arc

good as against an execution creditor or general creditors

of the

company [Davey v. Williamson (1898), 2 Q.B. 194]. But by s. 212 of the Act, a floating charge created within three months of the commencement of a winding-up is only good to the extent of the amount actually advanced to the company, witli interest at 5 per cent., unless the company was solvent at the date when the floating charge was given. A floating charge may also, by s. 107, be postponed to preferential creditors.

170
Unsecured Debentures

SECRETARIAL PRACTICE
The term naked debentures
is

frequently used to describe

debentures which are not secured by any charge.

They

are

simply promises under the seal of the company to pay a certain sum. Being under seal, the debt is a specialty debt, but the holder is merely an unsecured creditor of the company, and he

cannot prevent the company, unless it is so provided by the conditions of the debenture, from issuing mortgage debentures which
will

rank

in priority to his claim.

The holder may bring an action against the company for the principal and interest due, and, if necessary, issue execution on or he may present a petition for winding-up the his judgment or, if a company, either before or after obtaining judgment
; ;

winding-up
Debentures to
Bearer.

is

in progress,

he

may

prove for the debt as an

ordinary unsecured creditor.

Debentures, whether secured by a trust deed, or by a charge,
or unsecured,
bearer.

may

be payable to the registered holder or to
is

A

debenture to bearer

a negotiable instrument and

transferable

by

delivery,

and

is

so treated
v.

[Bechuanaland Exploration Co.
2 Q.B. 658].

by the law merchant London Trading Bank (1898),

pass on delivery free from

Being a negotiable instrument, a debenture to bearer will all equities between the company
original or intermediate holders,

and the

the holder to the

company

of the debenture

and the delivery by and the interest

Debenture
Stock.

coupons will be a good discharge to the company for the principal and interest respectively. Debenture stock is a term used to denote the capital sum lent to a company, which is usually secured by a trust deed creating a mortgage or charge in favour of the trustees upon the property forming the security. The capital sum or stock is by the terms of the trust deed divided into units, in respect of his holding of which each stockholder is entitled to a
certificate.
,

The

trust

deed provides

for

a register of holders

being kept and for transfers of the stock in certain fractions, and
usually contains provisions for repayment of the stock and for
enforcing the charge.
practical purposes the

The incidents of debenture stock are same as those of debentures, and

for

the

holders of the stock occupy a position very similar to that of the

holders of debentures.

MORTGAGES AND DEBENTURES

171
Scrip,

Scrip to bearer is often issued to applicants for debentures and debenture stock before the instalments are finally paid up, and

the debenture
is

itself

or the stock certificates issued.

The

scrip

a

negotiable
it

instrument, with the consequence that
in

any
it,

person taking

good

faith

and
1

for value obtains a title to

independent of the
it

title

of the person from

whom

he

takes

[Goodwin

v.

Robarts (1876),

A.C. 476].

Transfer

may
is

be

made by
penn)'.

delivery.

The stamp duty on

scrip to bearer

one
Registration,

Debentures giving a charge on the company's property need
not be registered under the Bills of Sale Acts, 1878 and 1882
[Standard Manufacturing Co. (1891), 1 Ch. 627] nor need trust deeds be registered under those Acts [Richards v. Kidderminster
;

Overseers (1896), 2 Ch. 212].

There is, however, an elaborate system of registration of mortgages and charges prescribed by the Act, with which com-

The object of the system is the protection and persons dealing with the company by compelling publicity of secured loans. The existing system is a double must mortgages and charges be registered system, for not only with the Registrar, but the company must also itself keep a register of mortgages and charges. It is unnecessary here to give in detail the relevant provisions of the Act, but the more important features of each of the two branches of registration are
panies must comply.
of creditors

summarised.

1.

The Somerset House

Register.

—This

will

contain

the Somerset

f" llOT

™S

;

Stfttr.

(i)

The statutory

particulars
s.

of

mortgages

and charges
mort(/)

registered under

14 of the Companies Act, 1900, on

or after January 1st, 1901.

These
(a),

will include
(/>),

gages and charges of the classes

(c),

and

set

out in
(ii)

(iii),

but not

A

statement of

and (<-). the total amount
(d)

of all the other secured
at

indebtedness of the
respect of
set out in

company as mortgages and charges

July
all

1st.

1908, in

of

the six classes

(iii).

i 72
(iii)

SECRETARIAL PRACTICE
The statutory
(a)

particulars of
ist, 1908,

all

mortgages and charges
:

created after July

being either
or

a mortgage or charge for the purpose of securing

any
(b)

issue of debentures

;

a mortgage or charge on uncalled share capital of
the

company

;

or

(c)

a mortgage or charge created or evidenced

by

an instrument which, if executed by an individual, would require registration as a bill of
sale
(d)
;

or

a mortgage or charge on any land, wherever
situate, or

any
or

interest therein

;

or
of the

(c)

a mortgage or charge on

any book debts

company
(/)

;

a floating charge on the undertaking or pro]
of the

company

[s.

93

(1) ].

It will

be observed that loans secured by a deposit of shares

by the deposit of acceptThe list of mortgages and charges requiring registration at Somerset House is thus by no means complete. The instrument (if any) by which the mortgage or charge is created or evidenced must be registered, and in addition certain
are not included, nor are loans secured

ances, warrants, or other negotiable instruments.

particulars are required to be furnished.

These include the date

and description of the instrument creating or evidencing the mortgage or charge, the amount secured, short particulars of the property charged, and the names, addresses and descriptions Further the the mortgagees or persons entitled to the charge.

amount

or rate of

any discount or commission
In the case

to subscribers for

debentures must be given.
the particulars are in

oJ a series of

debentures

many

respects different.
is

The effect
on
to
its

of non-registration

that the mortgage or charj

void against the liquidator and any creditor of the company, and
so

becoming void
93
a

[i.e.

at the

expiration of the twenty-one
is

days allowed

for registration) the
[s.

money secured
must give

immediately

become payable

(1) ].

On
tration

registration the Registrar
[s.

a certificate of

I

93

(5) ],

and

copy

of the certificate

must be indorsed

MORTGAGES AND DEBENTURES
on every debenture, or
This register
is

173

certificate of
[s.

debenture stock, issued after

the creation of the charge

93

(6) ].

open to the inspection of any person what-

soever on payment of a fee of one shilling for each inspection
[s-

93
It

(8) ].

should

be

observed that

the

ceiver
(ss.

and the

fact of his ceasing to act,

appointment of a remust also be registered

94, 95).
2.

The Company's Register. By s. 100 of the Act every Company's company must keep a register of mortgages. This Re S ister register ought to furnish a complete record of all the secured indebtedness of the company, since there are required to be entered therein all mortgages and charges, specifically affecting property of the company, giving in each case a short description of the property mortgaged or charged, the amount of the mortgage or charge and (except in the case of securities to bearer), the names of the mortgagees or persons entitled
limited
-

'

thereto.'

In the case of the company's register, however, the registration
of a

mortgage or charge

is

not a condition precedent to

its

validity [Wright v. Horton (1887), 12 A.C. 371], but the officers
of the

company

are liable to penalties for knowingly authorising
[s.

the omission of a necessary entry

100

(2) ].

Copies of the instruments creating any mortgage or charge

House must be kept at the company, although in the case of a uniform series of debentures, a copy of one debenture will suffice [s. 93 (9) ]. These copies and the register itself must be open to the inspection of creditors and shareholders gratis, and the register to the inspection of any other person on payment of a fee not exceeding one shilling for each inspection [s. 101 (1) ]. The right to
requiring registration at Somerset
registered office of the

inspect

includes

the

right
1

to

take copies

[Nelson

v.

Anglo-

American Land Co.

(1897),

Ch. 130].
s.

This decision appears to
there-

be based upon the fact that
fore not in conflict
register of

100 contains no provision as to a
is

person being entitled to require copies on payment, and

with the decision as to taking copies of the
a register

Besides the above register, a

members mentioned on p. 85. company may keep

of.

174

SECRETARIAL PRACTICE

debenture holders.

The Act does not compel a company to keep a register of debenture holders, but unless the debentures are
payable to bearer a register
(if

all

is

in practice necessary.

By s.

102

of the Act, the register

any) must be open to the inspection

the company, except
of the
in

both of the debenture holders themselves and of shareholders of when closed in accordance with the articles

company
year.

for a period or periods not exceeding thirty

days

any

Inspection must be permitted for at least two hours

in

every day.

A

debenture-holder
of
it

may

require a copy of the

for every hundred words required to be copied. He may also require a copy of a trust deed which has not been printed on payment at the same rate, or a copy of a printed trust deed on payment of a sum net

register or

any part

on payment of sixpence

exceeding one

shilling.

A
31.

register of debentures or debenture stock should be kept

substantially in the
P- 340-

same

style as a share register.

See

Form

Certificates of debenture stock should, as in the case of share
certificates,

be issued from a book with counterfoils.

A

form of

will be found on p. 359 (Form 52), and of Mortgage Debenture Stock Certificate on p. 360 (Form 53). 'When a debenture is paid off by the company, a formal receipt should be taken from the debenture-holder releasing the company from all claims in respect of the debenture, which should

Debenture Stock Certificate

be surrendered to the
for

company

for cancellation.

A

certificate

debenture stock should similarly be surrendered.
will

A

form of

Redemption Receipt p. 362 (Form 54). Although there is no statutory obligation to lodge with the Registrar a memorandum of satisfaction of a mortgage or charge,
be found on
it is

clearly to the interest of a
(see
s.

company

that this should be

done

97).

14. But ' Q. and since purview. although there is no correct statement of the company's name by them. T. Wallis (1912). subjects in such cases they not only come within it his may require his signature with or without the will counter signature of a director of his company. 175 . v. Nassau it has been held ' Limited is sufficient and the acceptors of a bill of exchange will not be liable. that the use of the abbreviation Ltd. of. Steam Press Tyler (1894). the name is incorrectly given. perhaps prove useful to give some particulars as to their nature and the precautions to be taken in their drawing. the liability for their company which they profess payment of the draft may fall on of signature to be adopted. they are. As to the form see p. 376]. may of and acceptance. 70 L. 209] . 377. and purchase. acceptance. the person signing will be personally liable [Atkins & Co. 58 L. R. v. Otherwise. 28 T. so that.' for [Stacey v. (see if 13) has been strictly construed. ' J. in the event of the liquidation bill or repudiation of the by. own shoulders. but only by the drawers (same case).B. handling. the to represent. L. in all bills of exchange. attention Drawing and drawn to the necessity of seeing that the signatures Acce P tance the company's officers are affixed with due regard to their With reference to their drawing well be - fiduciary capacity. but in some companies. It may also be noted that the provision that the name of the company must be mentioned p.CHAPTER BILLS OF XVIII EXCHANGE Exchange do not necessarily fall of almost daily Although dealings with Bills of within the scope of the duties of a secretary to a limited liability company. Wardle (1889). &c.

it should be borne in mind that all rights and property in the bill (and they are full and varied ia law) pass witli the bill provided the holder is in lawful possession. and differ and finance bills. where value is known to be behind the bills. the payee has power by indorsement to transfer all his rights and property in the bill to a fresh payee or his order. postal communication. bills are not employed in some of the These trades conduct business of consider' able magnitude at specified upon a system of settlement by cash prompts. as there often are. and hence the knowledge of what a bill is. is drafts all second and third. : bills of exchange are usually drawn in sets of three.' All bills of exchange are presumably drawn against value. is Parties to Th e drawer the maker of the is bill. bank bills. or kite. who may be identical with the maker. or not universal. quite apart from the risk of loss or sea. person.176 SECRETARIAL PRACTICE Under the heading of bills of exchange are included such various documents as bills. p. is Foreign viz. should be. but of course only one of the three accepted by the bank. The person or firm upon bill whom it is drawn the drawee. But should an indorser omit to continue this procedure of transfer to 'order. this system was of value for purposes of negotiation by land and indorsement prior to acceptance. If drawn to the order of the payee. addition there are entirely ' making the security traceable and applicable bill. has given value. If in and generally bear the words 'for value received. in which case the unaccepted first. such as for anticipation of crop movetype ments. or firm. first. to the particular so much home the better (see Form 55. remitted last bills. which is almost invariably done for protection.' hypothecation marks. but upon accepting the he becomes the acceptor.' dates. upon whom they In days of slower purport to be. 363). inland or home mentioned are an accepted trade for special purposes. It should be borne in mind that trades. and are originally drawn. Foreign Bills.' any subsequent indorser . The from the obnoxious accommodation bill. ' second or third would be attached to and form part of the ' accepted draft. and has complied with all legal requirements. There being no limit to such transfers. and the person or firm in whose favour it is drawn is the payee. and in order to get the proper discharge by indorsement.

but the holder. continuity of suing upon the of only have the rights which the last indorser the unbroken indorsement possessed. but may be sued for debt. are Liability of liable to the holder of the bill for its proper payment at maturity parties concerned. N . all consequent liability. bill is he or they are bound to pay whenever the presented after maturity. bill. : drawer. viz. before the it is continuity of indorsement. bill. had been broken.. usually across the face of the its but not necessarily and the bill runs course from this date. four. Bills are sometimes negotiated or discounted. bearing an indorsement " without recourse. acceptor. Bills are sometimes negotiated without the indorsement of the last who does not necessarily escape liability if the bill be unpaid. but they need not necessarily be sued in their order of rotation the acceptor is. Bills bill This. e. called. drawer and indorsers are and the acceptor alone remains If the acceptor or his bankers on his account are in funds. as Further. however. in the date of the bill. a altered or varied. In the case of the acceptor fills ' payment at three. BILLS OF property in the EXCHANGE 177 for value received only possesses the interest in the rights bill and which the in last indorser possessed. it the holder does not present held to be guilty of neglect. . But it the importance of presenting if at its due date is clearly recognised. sixty or ninety days' sight. must run for its course and cannot be are usually drawn months' date. Parties. does not release the acceptor. and mature at so with three days' grace added. the bill being produced in evidence. All parties to a bill. however. he could. maturity. acceptance of the so.g. he may be run grave risk of losing his security. or six many months from their date. on presenting the bill after has no right to priority in respect of any funds that were in the hands of the banker or acceptor at the date of maturity. also seller. always liable to is liable all An acceptor been presented for since. and may at maturity. for the reason that the released from liable. sight ' bills. and indorser. with three days of grace added. upon a bill even though it may not have payment until after its actual due date. After acceptance." in which case the indorser escapes liability if the bill is dishonoured at maturity.

a bill is the banks of holder and acceptor respectively. which may be stamped with an impressed stamp without penalty within a limited time after execution. &C. requires only a penny stamp. which is usually expressed on the written acceptance. or that the expense of stamping Noting and Protest.' &c. and to demand payment. such as applies to many other stamped documents. or a reason for non-payment. to place it in the ha Notary Public. it is the duty of the holder been to see that he receives the bill properly stamped. the only A bill difference being in the method of collection of the duty. whose duty is officially and legally to present it again at the place appointed for its payment. stamp duty by the The same stamp duty is payable. viz. maturity.. In the case of a foreign bill. an adhesive ad valorem stamp bill. in order to see that the date of the bill is after and not before the date of the stamp. : of exchange payable on demand. supplied for atbill. The answer may be Not provided for. presented for payment usually through If Upon paid. tachment to the In the case of an inland care should be taken to note the date which forms part of the impressed stamp. or at sight. The Notary Public has then d his duty for the time being. is allowed for by the previous holder. immediately banking hours. and the bill is returned to after the close of official of a ' ' ' the holder for value with a notarial ticket attached to it. per cent. In default of this. on both foreign and inland bills. showing the reply received and the charges incurred. 1882. the all bill would be irregular and invalid. This is a vital point. it is a bill is not the ordinary duty of a holder's banker. or home trade bill. as there is no power in law with regard to bills. 60 of the Bills of Exchange Act. or on presenta- tion. An foreign inland.. must be drawn upon a is' previously impressed stamped form. but in the case of incoming bills. All bills of exchange are assessed for Inland Revenue. since he s. or within three daj-s after date or sight. at the rate of is. protected under Stamp.178 SECRETARIAL PRACTICE The banker who pays a bill payable to order on demand is is not liable for any forged indorsement. or Present again 'or No advice to pay the equivalents of these. even though other regulations had strictly complied with. It will sometimes happen that unpaid bills are not subjected to this .

stood in law that the proved act of posting act of delivery. Nevertheless it should be understood that the protest is based upon the noting. and is only necessary in the case of foreign bills. but in the absence of instructions all bills should be treated notarially. in conformity with legal It may here be remarked that it is always underrequirement. is available). are mostly in the case of wholesale houses drawing The exceptions upon retail his bill for the customers. and this must generally be given within twenty-four hours of non-payment. In this case the drawer will it •' benefit of whomsoever must look may concern — N N mark ' (no noting). not so the noting. ' duly it is usually deemed prudent and desirable to extend the protest. and that. the drawer and indorsers are discharged. and this document is signed and sealed officially by him. acceptor or indorser. unless a bill dis- honoured either by non-acceptance or non-payment. whether as drawer. is equivalent to the The notice must intimate the for details of the bill.BILLS OF EXCHANGE 179 process. and save the expense. The Notary Public is an important public functionary. and that and depend upon. which must be done at the due date of the bill. where credit and time would seem to be the essence of the bargain. him for his guarantee what it is worth. Upon receipt of the returned unpaid bill by the holder for value. as otherwise the proof of presentment for payment is absent.' This means that the Notary Public prepares a document setting forth every detail of the bill and its incidents up to the hour of its presentment and non-payment. and may not be assumed. it is his duty to give notice of non-payment to all the parties to the bill. which indicates that he will take the risk. together with . whose notarially sealed and signed certification of notarial protest is accepted internationally. ami must make demand immediate payment. while the extension of the protest may be made at any time. third parties for to. and in the case of foreign bills. the position of the party notified. In the case of interested parties resident abroad. The if protest is made by an independent agent (a Notary Public. protested. But this sealed and signed certification is not always required after noting by the Notary. and cannot be deferred to any later date.

Again.' If the party who intervenes is any other than the acceptor. the forms will be found a specimen bill. take it up. pp. It will readily be understood from the foregoing that bills of exchange as a form of international currency are very jealously guarded by the law. he acquires all the rights and interest and property in the bill against all other antecedent parties. it does not follow that because all the creditors or bill- holders agree to accept a proposed composition. . and intended for attachment to a of lading and invoice (Forms 55 and 56. proposal on the part of drawer or indorser for payment by comthat the acceptor and interest is always liable from the due date. from liability to In default. and together they may each contribute their quota by agreed composition or instalment payments until In every case. the assent of the acceptor.i8o SECRETARIAL PRACTICE in< any idental expenses incurred in the notation for non-payment. where a liquidation is carried on under the supervision of the Court. Among drawn bill in respect of shipment. a secretary should understand payment of 20s. of a the full amount has been paid. the acceptor at once released any creditor accepting such proposed composition. and may proceed against them. is must be obtained. payment. Any one of the parties or. of necessity be approved and go the credi" The Court has power is to overrule where it has reason to believe that the acceptance of such a not in the interests of the creditors or bill-holders. however. composition but this is not of frequent occurrence. in the £ The drawer and indorsers are all equally liable to the holder in default of ability to pay on the part of the acceptor. or his legally appointed representative. 363-4). in may then intervene and ' retire the bill by banking parlance. In dealing with bills of exchange. that such will proposed composition through. for the position.

Thus. when he does so. the document is is known as a power of attorney and the agent described as the attorney or donee of the authority. when ^ ^ftorn'ey. iSo. and that he was not hindering captiously and unnecessarily the right of the principal to be represented by an agent in the management of his own affairs. a power of attorney may be defined as a written authority For the to one person to act in the place of another who gives it. and. himself complete recognition of this legal right to delegate one's authority there must be a correlative duty resting upon third parties that is to say.c those restrictions should be in a position to show that they were reasonable. There moreover.i. the law must insist that when a man deputes his authority . whom the principal has Bat. set forth the terms of the appointment in writing.CHAPTER XIX POWERS OF ATTORNEY The law gives to every man the right to do through another The Right that which he may legally do himself. therefore. to those who have dealings with attorneys. a degree of protection afforded by the Forged Transfers Act. 1S1 . while the Courts go far to uphold the right of delegation. But it must be remembered that in these circumstances the person imposii. appointing another to act for him in the conduct of his affairs. He may. to another by power of attorney that instrument must be recog- nised and acted upon by those with business relations. on the part of third parties against fraud. That measure permits a company to place any reasonable restrictions upon the transfer of its shares and to make any reasonable conditions with res] ed to powers of attorney. they are always ready to permit measures of precaution is.

However. 69. The question may then arise how the third party know that the authority of the agent is properly constituted. will elucidate many a difficulty of the principal to delegate his authority attorney which. Next. It in writing need not always be under seal. attested. a power seal. as we shall point out part of the responsibility imposed on the person who deals with an attorney to be cautious lest he act upon a spurious document. VII. The signature later. however. it is of course. 76) as a general rule requires a company to make its contracts under seal only where a private person would have to of attorney given by a company should always and a power of attorney conferring authoritv execute a deed must be itself in the form of a deed. is and the legal duty of the third party to recognise the properly con- to Sealing. Document.182 SECRETARIAL PRACTICE These are the two elementary points of the law of powers of if borne in mind. document Here it will be conlaw that the apparent authority is the real authority. —the legal right stituted agent. the third party is who is called upon and to act under a of attorney not asked to go behind the express written authority that has been laid before him to inquire whether the attorney is really acting in his own interests or in those of the donor of the power. but. be under Attestation. but the absence of a seal should for the cases in stir inquiry. To guard. the instrument appointing the agent must be and must be signed by the principal. s. it will be necessary to inquire whether. is that the apparent authority is the real authority If not to say that the third party must not be on his is a person to have dealings with acting ex mandate those who are about him musl look to his authority and assure . To begin with. which a seal is not necessary are few and technical. if there be only one witness. the power of attorney has been executed in one of those Colonies where dual attes- do so. for instance. with a view to ascertaining venient to remember the power principle of i. Although the Companies (Consolidation) Act.e. In all cases. its The third party will continue his inspection of the scope. is. Scope of the So much as to the form. it is safer to see that there two witnesses. c. tation are is compulsory. say. the instrument must be witnessed by at least one person. It is also the duty of the third party to see is that the signature to the instrument that of the alleged donor. 1908 (8 Ed.

7 B & C. promissory notes. buy. the lawful holder of of acts. matters and things. strictness with The interpretation makes it Mannings (above) well illustrates the point. 278]. accept compositions. to enforce payments of moneys due. as lie might or could do. it A some complete special power enables act or class to do only is some particular The distinction really a matter of interpretation. barter and exchange and import all goods. to seal slips. — A general power of attorney authorises the lawful holder of it to deal either with the entire business or with branch of the business of the donor. given to certain persons. A letter of attorney. its legal form and its limitations. or should be. singular. indorse.POWERS OF ATTORNEY themselves of 183 its genuineness. which the Courts observe this rule of incumbent on third parties to exercise scrupulous care in dealing with an attorney who produces to them an instrument created with an express purpose but filled The case of Attuood v. settle accounts. There are two divisions of powers of attorney general and special. do and execute. to sue for and get in moneys and goods. the carrying-out of the principal's intentions. and to trade and deal in the same and in such manner as should be deemed most for . to defend actions. and generally all to and affairs and concerns. Where special powers are conferred by the instrument there are usually clauses of a general nature which must not be dissociated from the particular clauses. as should be requisite. In these cases general expressions they merely confer do not give the attorney powers at large on him the authority to do any unspecified acts which may become necessary for the proper fulfilment of the purpose for which the instrument was primarily granted [Atiwood v. Mannings (1827). to take proceedings and bring actions. wares and merchandise. transact. with a mass of general language. payable to the principal. his interest perform and accomplish make. such further and other acts. sell. or acquit and discharge securities. bills of exchange. submit disputes to arbitration. jointly and severally. if personally acting . sign receipts for money. No expanded interpretation of the general words is permitted beyond what is essential to . or other negotiable which were. execute bills of sale. effect insurances. negotiate and discount. expedient and advisable to be done in and about the premises and all other his . or should need indorsement hire or freight.

8 B. In construing a power of attorney the Courts are jealous of the donor's interests. a clearly expressed authority. a power to purchase and sell goods. company or to bind the company by a contract La Banque dii Pewple (1893). execute. deed. of power to indorse bills. a in the instrument. As it & C. to charter vessels and employ agents and servants. in the opinion ' of the said agent or attorney. 16]. were not permitted to expand the meaning of a bill in the name to concerns in which he ' the operative clause. and the words generally to make. deliver. old case [Henley v. be necessary or proper for effec- to do.' was held not to authorise the attorney to borrow ' tuating the purposes aforesaid. and they decline to read into an instrument to the attorney to do through the medium of general clauses the delegation of authority some act which might place the donor's the instrument estate in a less favourable position than that in when there was executed. acknowledge and perform any contract. or modify the meaning of. execute and perform matter or thing whatsoever which ought to be done. and to enter into. Thus. A. For example. mav be . agreement. Here it will be seen that a special power was given to indorse bills but not to accept them. Powers to borrow must be found indisputably expressed in the instrument if a third party wishes to lend to the attorney without risk. as a rule. executed or performed in or about the business affairs of the Company. an implied authority will not be raised where it would conflict with.' &c.C. it which it stood would be rash of a third party to make loans to the attorney for the principal unless clearly set out in the instrument was an authority very permitting the donee to raise money. will not be within the authority of the attorney unless it is specifically mentioned Similarly.1 84 SECRETARIAL PRACTICE therein —has been held not to authorise the attorney to accept of the principal. being equivalent to an authority to pledge the credit of the principal. seal. was expressed in an the power of attorney is construed more readily into an authority to take on behalf of the donor than to bind him. writing or thing that may. do and execute. sign. such as a custom of trade. Soper (1828).' and any other act. especially if drawn in relation had a partnership interest only. External circumstances. money Power to Bills. and. 170]. for the loan [Bryant Indorse v. make.

the attorney is bound to act struction [Bertram v. He has the unchallengable right to call for the production of the may power every time the Interpretation.] However. be the duty of the person own authority. 349]. pretations. Goldsmidt (1804). Barncil (1885). 15 It O. the attorney is within his right to adopt consistently the interpretation which to him seems best. 1 Dow. the interpretation which the attorney places upon the terms of his upon the definite conKnapp.— POWERS OF ATTORNEY 185 used for the interpretation of the powers granted by the principal. & (1S91).B. without personal investigation. A power of attorney is generally construed according to the law of the country in which the instrument was executed. O. unless there that it is is evidence in the it instrument itself the intention of the parties to is that the law of the country where the contract to be performed should prevail. for it would be indiscreet of him to accept. be well to state here also that the third party need have no fear that his recognition of the authority for one purpose which is clearly defined. attorney desires to exercise the authority delegated to him. Brazilian Telegraph Company 342.D. 79]. even though it be written in a foreign language and drafted in And where a power admits of two different interforeign form. of a market. 1 CI. 381. . when a man. it' a power of attorney be granted abroad to take effect in this country it may be construed in accordance with English law. best to [Pailison v. But where there is a choice between a definite and an indefinite construction of the instrument.B. he authorises that — broker to contract on the footing of such usages as are reasonable and do not alter the nature of the contract [Perry v. 388]. 1 where such ambiguity exists it will dealing with the attorney himself to inspect the instrument. will bind him to recognise it for all the powers which it purports to convey but which may not be unambiguously set forth in its clauses. Godfray (1830). Chatenay Thus. There is another point in the matter of interpretation which the third party is called upon to know. v. but a usage or custom if it was unknown to the principal must be shown to be reasonable [Hay v. unaware of the usages 1 Taunt. engages a broker on that market. Here also it will be seen that the Courts do their carry out the intention of the donor of the power Mills (1828). For example.

as if it had been executed or done by the donee of the power in the name and with the signature and seal of the donor thereof. when nanie. Attorney's Signature. (This section applies to powers of attorney created by instruments executed either before or after the commencement of the Act. instrument or thing so executed and done shall be as effectual in law. there doctrine as to signature should be followed. .186 SECRETARIAL PRACTICE These difficulties surmounted by the third party. in that it might well he held by the Court that the donor had acted unreasonably. ' own The words by the authority the attorney is to execute a deed he would be well advised to do so in the is name of the principal lest he may make himself a party to the covenant. As regards the authenticity form for (see of the attorney's signature. because the old lawyers held that the pass from the person in his title to property could only in whom ' it was vested by a conveyance of the donor of the power have led to the contention that the section can only apply to an instrument in which the principal has expressly stated that the donee may execute in his own name. section 46. as there is decision on the question. p. Of course would be impossible many cases to obtain such a guarantee from the donor on every occasion on which the power was to be . that the power was current at the date on which the guarantee was given. The section of the Conveyancing Act is still much doubt and no good reason why the older purely permissive. sub-section (1).) Before this measure had been placed in the Statute Book it was always deemed necessary for the attorney to execute his power in the name of the principal. there comes The Conveyancing Act. 365) is signature. if he revoked the authority without communicating attorney's signature with the person to it whom in he gave such a warranty. the consideration of the attorney's signature. and. instrument. by the authority of the donor of the power and every assurance. or thing in and with his own name and signature and his own seal. to all intents. and in this sometimes presented to the donor he provides a specimen of the and a guarantee that the power is still in While such a document goes no further than to declare force. it affords the third party a sense of security. a Form 57. if he thinks fit. 1881. declares that the donee of a power of attorney may. execute or do any assurance. where sealing is required. Moreover.

It is a duty imposed on those who have dealings with an attorney that they shall require a signature that is valid in law just as they are expected to have proof that the signature to the power of attorney itself is that of the principal [Bank of England v. The form words is immaterial . it In addition to this right on the part of the attorney. & C. Davis (1826). or in the name make by X Iodine Y a party. Y [McArdlc Company C.TOWERS OF ATTORNEY used. Thus. deposit of . Irish it acting solely as the agent (1864). and lie is to keep show that he has authority for what he has Knight (1848). must be remembered that section 46 of the Conveyancing Act. The knowledge and caution that are demanded of persons Deposit of who enter into transactions with the holders of powers of the Power attorney make their position an anxious one when they are confronted with a voluminous. with such words is as will of show beyond question that he v. per Baron Parke]. Besides. him to part with his credentials of agency lest he might need them in some other direction. has been held that to v. the other hand. a deed executed by X on behalf of Y. made but inadequate provision for the third party's difficulties. In On - a case of this kind the law has the power of attorney it. and a third party cannot object to the signature of an attorney made in the manner permitted by that measure.L. must be executed in his by X own name. 146]. left to the third party to obtain a . ir. he would want to keep the document for chances are that it would not be his own protection as a justification of the acts done under It its authority. it does not make any ence whether the name of the attorney appears before or after that of the principal. is The only of the course at present instrument. 1881. 2 Exch. 15 Ir. 5 B.R. appears the a right on the part of the principal to it demand copv return of the instrument after has been revoked. He ma)' ask for the is but the attorney not the bound to give and. is the law. even if he were inclined to do possible for so. if it is intended to of Y. ' the power of attorney is the deed of the attorney to it and under it done' [Hibhcrd that there is whom it was given. complex and over-worded document which could be construed only after protracted stud)'. 185]. 187 legal and it must be understood that there are no of means differ- of compelling the donor to provide such a security.

of the (2) if any. an instrument so deposited may office. or other sufficient evidence. s. In the it meantime might not be unwise to say that it is more than probable that the Courts would give support to a third party who made the reasonable request that the attorney should not only give this guarantee of the currency and authenticity of his authority. and an delivered out to (3) office and inspect every copy shall be be presented at A copy the cop}*. may. (5) General rules may 1 >e made for the purposes of this section. while the law remains is. but should so make the instrument available lor ulti- mate production as evidence. Supreme Court file A separate of instruments so deposited shall be kept. makes the following provisions (1) An instrument. with the concurrence of the Commissioners of her Majesty's Treasury. of him on request. be deposited in the Central Office of Judicature.188 SECRETARIAL PRACTICE The Conveyancing Act. the fees to be taken therein.1 11 . with the affidavit or declaration. its execution being verified by affidavit. the only alternative would seem to be the possession by the third party of a copy of the power carefully collated by him. The section. statutory declaration. referring to instruments creating powers of attorney executed either before or after the commencement : of the Act. 48. and a third party has therefore no power to opinion so as to insist upon its There is a general among business men that the statute should be amended make the filing of powers of attorney compulsory. and an)' person may search that file instrument so deposited. . instrument at the Central Office. and may be stamped or marked as an office and when so stamped or marked shall become office and be an (4) copy. it will be seen. However. creating a power of attorney. be sufficient evidence of the contents of the instrument and of the deposit thereof in the Central Office. 1881. An office copy of an instrument so deposited shall. regulating the practice of the Central Office and prescribing. does not compel the deposit of the registration. without further proof.

it has become the practice of some firms to obtain a written undertaking from the attorney that he will not part with or destroy the instrument without communicating with Should this be refused it would be exthe holder of the copy. Position of Without some such safeguards the third party is left in a situation of difficulty and danger. where the filing of the original power of attorney at the Central Office or in the Registry is made compulsory. in person making or doing any payment or act. . and of the precautions of the Courts themselves as shown in the Land Transfer Rules.POWERS OF ATTORNEY 189 Such a copy would. unknown But what of the to him. of unsound mind or bankrupt or had revoked the power. pedient to insist as is done by many persons upon the course permitted by the Conveyancing Act. 1891. (1) Third Party - The section reads : Any faith. shall not be liable in respect of the payment or act by reason that before the payment or act the donor of the power had died or become lunatic. 1881. from the conveniences of any contingency that may have happened. to rely of the Court's approval. particularly in — — upon the contingency view of the tendency of the legislature in section 1 of the Forged Transfers Act. when he has acted fides and in strict pursuance of his duty. and. with bona Thus the donee of the power is protected. if the fact of death. . tion. in doing so. as it would not be admissible in evidence. bankruptcy. This section applies only to payments and acts made and done after the commencement of this Act. does more than protect the attorney himself. was not at the time of the to the person • . Therefore. But this section shall not affect any right against the payee or any person interested in any money so paid and that person shall have the like remedy against the payee as he would have had against the payer if the payment had not been made by him. of course. in good pursuance of a power of attorney. to invalidate or revoke the authority. lunacy. be of little more value than a private memorandum. or revoca- (2) (3) payment or act known making or doing the same. unsoundness of mind. for it does not appear that section 47 of the Conveyancing Act.

36: Blackburn in Debenham v. lunacy. of course. or bankruptcy of the donor of the power (ii) . (i) The power shall not be revoked. 24. A power of this nature. by the donee of the power. either by anything done by the donor of the power without the concurrence of the donee of the power. is in the instrument creating the power expressed to specified. or bankruptcy of the donor of the power had not been done or happened and (iii) Neither the donee of the power. marriage. at p. Mellon (1880). Where an agent is clothed with an authority and afterwards ' that authority is revoked. the common law of agency will apply as laid down by Lord A.— 190 person with firm — — SECRETARIAL PRACTICE whom he deals ? ground so far as regards The third party is placed on one class of powers referred to in which reads : section 9 of the Conveyancing Act of 1882. places the third party in a position of safety as regards revocation for any period up to twelve months. where they are not coupled with an interest of the attorney. without the concurrence of the donee of the power. or the death. In the case of powers given for a greater period. man. lunacy. whether given for valuable consideration or not. nor the purchaser. or bankruptcy of the donor of the power within that-fixed time. in pursuance of the power. in favour of a purchaser.C. (1) If a power of attorney. shall be as valid as if anything done by the donor of the power without the concurrence of the donee of the power. un- soundness of mind. unless the revocation lias been made . not be irrevocable for a fixed time therein exceeding one year from the date of the instrument. and Any act done within that fixed time. for and during that fixed time. unsoundness of mind. marriage. Revocation. shall at any time be prejudicially affected by notice either during or after that fixed time of anything done by the donor of the power during that fixed time. unsoundness of mind. lunacy. or by the death. (2) The section applies only to powers of attorney created by instruments executed afterthe commencement of the Act. or the death. then.

which he had led us to believe.POWERS OF ATTORNEY known to say : 191 to those who have dealt with him. 7 A. Nunn (1879). third had a and the principal cannot escape from the consequences of the representation which he made. that person making the representation which. Jardine (1882). both innocent. in the absence of actual or constructive notice by lapse of time or other indications. a later case [Scarf v. 66i at This principle is also embodied in section 78 of the p." laid Emphasis must be is upon the words ' as reasonable people. revocation does not become operative until made is known. did formerly exi^t. In authority. parties ' The holding out right to act.it cause But there is left the problem which dwells in those words . between the two. whose objects require the transaction of business in foreign countries may appoint attorneys under its official seal and that the authority of these attorneys. shall continue until notice of its revocation has been given to the persons dealing with the attorneys. of another person as agent a representation on which.D. if he has not given notice and the latter wrongfully enters into a contract on his Where one of two persons. must suffer by the wrongful act of a third person. 667].C.B. The principal is bound. must be the sufferer and must bear the loss [Lord Justice Brett in Drew v. He cannot withdraw the agent's authority as to third persons without giving them notice of withdrawal. for trouble. the principal will remain liable to those who dealt in good still faith with the agent on the assump- tion that his authority continued. merciful to those who have such cases. Companies (Consolidation) Act. was the original cause of the mischief. 4 Q. at the time when it was made. as reasonable people. ' . discreet man of business. that the agent had Here the principle of estoppel comes into play. which declares that a company behalf. it is Thus. through the act of the principal. if no period for the currency of the power is stated in the instrument. So far the third person has not giv.' for the law failed to display that alertness not which So in is attributable to the average. although he retracts the agent's authority. they would be entitled " The principal is precluded from denying that the authority continued to exist. 345] it was decided that notice of determination of the power is necessary in all instances in which a third person has been induced to believe.

such a lapse of time since the creation of the power as would lead any ordinary man to doubt the probability of its continued currency should lead to inquiry lest the age of the document might amount to an implied revocation. SECRETARIAL PRACTICE Lord Blackburn's judgment (above) as reasonable people. and he would be justified in requiring proof of the enduring validity of the power of attorney. there might be circumstances in which the appointment by the principal of another attorney would be in ' — i equivalent to a revocation of the earlier authority if —especially the second attorney were invested with powers the exercise of which would clash with the authority of the first. that he had not even the means of a constructive knowledge that the principal. Were the donor of the power to resume the conduct of the very business over which he had delegated the control to an attorney. it must be confessed. i. had superseded the authority which he had delegated. although the law says that it is the donor's duty to announce to the third party the revocation of the authority. Some powers of attorney. prudent. and the intervention of the principal himself in the conduct of the business for which the power of attorney had been originally granted might be equivalent to a withdrawal of the authority by implication. It will have been seen. and watchful man. the third party who had knowledge that he was doing so might well be expected to entertain some suspicion as to the permanence of the attorney's authority. there is a thorny path for the third party.e. to act only a donor says that the attorney when he is himself prevented party may be at his wits' end to know what . as the law now stands. that in such a case the third party who had not received notice of revocation from the principal would have to be in a position to show that he was an innocent person. are distinctly i ross-grained and are if drawn is in such a fashion that a secretary If might be forgiven l'nun acting. Such occurrences should put the third party on his guard. There are innumerable sets of circumstances which would be held to amount to such an implication when they were within the knowledge of a third party. or when they would have been within his knowledge were he an average. Again. For example. by his actions. however. a third he thought them vindictive.' jj ie eX p ress on suggests at once that there is such a thing as implied revocation.192 Implied Revocation. and in that direction.

should such a course the third party had acted upon be to his advantage. 226]. communicate with the donor. [93 He cannot accept the wordof the attorney and he cannot. a contract made by the attorney in the name of the principal after his death. 12 M. the death of the grantor of a power was a revocation of the authority. Similarly. it is assumed in law that the attorney had been chosen by the principal because of his possessing some qualities of mind which fitted him peculiarly either for the conduct or supervision 592]. after it. in What in then must be the practice of the third party section 9 of the Conveyancing Act of 1882 cases which do not come within those irrevocable powers mentioned ? It is his is trouble- some duty do this to ascertain whether the principal in alive at the time that the attorney desires to act under the power. lor of the principal's affairs. In a case of this kind the loss that he perhaps. the authority had ever been created or that he had representations to the third party. sentations it donor would well merit any made by the attorney to the third party. at their discretion. 15 East. On the other hand. Death According to the out common law. and the death of the attorney revokes the appointment by him of a substitute [Gee v. would probably see that a third party was not penalised for a proper caution. and the Courts. So long as registration of powers of attorney is not compulsory. a form of this kind should be acceptable as documentary evidence of the existence of the instrument as well as of certain reprereluctance of third parties to act. may ratify. . and he must even though the principal the instrument passes on his authority to his executors or administrators. it is true. but in the absence of ratification they are not bound by it [Foster v. & W. Lane (1812). the third party might obtain from the attorney a guarantee in some such form as Form 58 (p.POWERS OF ATTORNEY to do. on the death of the attorney his representatives have no authority to exercise the power. but it has been pointed how this principle has been modified by statute. and might then deny that made any of ipa ' There is still the question of the death of the principal. At present is conceivable that a dishonest attorney might destroy the instrument. Bates (1843). of a The representatives dead principal. might suffer by the much as they favour a man in the delegation of his authority. 366).

as the bankruptcy notices and dissolutions of partnerships now are. shall anything done by the donor of the of the power without the concurrence donee of the power. or bankruptcy of the donor of the (ii) power in if . lunacy. un- soundness of mind. or bankruptcy of the donor of the power.— 194 It is SECRETARIAL PRACTICE on account of these difficulties that the Chartered in favour Institute of Secretaries has been leading a of movement compulsory registration both of the power of attorney itself and of its revocation. but. recall might be made incumbent on a principal who wishes to a notice to that effect in the his authority to insert Power coupled with Interest. is in the instrument creating the power expressed to be irrevocable. given for valuable consideration. it has been suggested that. It is understood that at present a revocation may be recorded at the Central Office of the Supreme permission. lunacy. marriage. then. An announcement of withdrawal so published would no doubt be reprinted. (1) The If a power of attorney. in favour of a purchaser (i) The power shall not be revoked at any time. as in the case of the provisions of the Conveyancing Act for the filing of the instrument. in the daily and weekly newspapers. or by the death. Failing an inclination on the part of the authorities to place additional work it at the moment upon a department of all the Supreme Court. Any act done at and any time by thi of the I power. Where a power of attorney is coupled with an interest in the subject-matter of the power. not Court. and . unsoundness of mind. Powers given for valuable consideration are governed by section 8 an enactment which is someof the Conveyancing Act of 1882 — times found useful in permitting a power of attorney to be section runs : given as security for an advance of money. and would thus have a widespread circulation. either by anything done by the donor of the power without the concurrence of the donee of the power. the instrument until the interest of the attorney has is irrevocable been satisfied or waived. marriage. had not been done or happened . valid as pursuance of the power. or the death. London Gazette. at events. there is compulsion.

But a third party must not allow an attorney. For example. he conveyed to him an estate which could not fairly be deemed to be destroyed by the principal's death. Where. un- soundness of mind. interest some claims of the attorney must be given to a power would not be attorney irrevocable under this doctrine merely because the happened to have some lien upon the estate in respect of which the power was granted [Taplinv.B. v. be united in the same person. (1890). with the contention that the transactions o 2 . or bankruptcy of the donor of the power. L. however.POWERS OF ATTORNEY (iii) 195 Neither the donee of the power nor the purchaser shall at any time be prejudicially affected by notice of anything done by the donor of the power. Should the authority be but partly exercised when revocation takes place. 10 C. it cannot be recalled until In such a case that interest has been satisfied. the power. if the authority permits such a distinction. R. if it is to keep the power it must be clear that the interest must be alive after the death of the donor of the instrument interest must an interest in the thing itself the power and the — — . 6 T. after notice of the donor's death. Also. but not as to the part already executed. 744]. it powers pxprcis&d is understood that the revocation will be effective partly as to the part of the authority which has not been executed. At one time it was held that even a power coupled with an interest was determined by the death of the grantor. a commission is not such an interest in the power as to make the instrument irrevocable [Doward Dickson & Co. without the concurrence of the donee of the power. marriage. secure The . or the death. though not expressed to be irrevocable. to continue to carry out transactions of a nature similar to those already carried out under the power. (2) This section applies only to powers of attorney created 1 >y instruments executedafterthe commencement of this Act. Florence (1851). is coupled with an interest. or abandoned. a third party may permit the attorney to complete a transaction which had been begun before the death of the principal. 316]. Williams & Co. but it was soon decided in equity that where a principal gave an attorney not only an authority to act on his behalf but also an interest in the execution of the power. lunacy.

Where a power severally jointly or was given to fifteen persons jointly to execute such policies as they cr any of and them should severally think proper. Peek (1889). 15 East 592]. instead of closing the account on the death of the client enters at once on his own authority sale of into a fresh continuation securities at a loss. two or more joint principals the death of one of them will generally revoke the power as to the The other or others [Gee v. judgment frequently criticised and its effects though the have been modi- . Lane (1812). however. of the donees it was held that the execution of the power was sufficient [Guthrie v. 628]. The third party has also an interest in the course which fix the law takes to the responsibility for fraud. fraud consists in the concealment or mis- representation of a material fact. with a view to inducing another to act upon Formerly a man was liable for fraud if he had made a falsi' it was representation without reasonable ground for believing thai true. for instance. or recklessly without caring whether it. the Courts declined to allow the of a power which had been given jointly to two persons even though the other had died or had declined to act.196 after SECRETARIAL PRACTICE the donor's death are but part of a continuous series. ia At'. 1. be true or false. According to the decided cases. and it is proved when it can be shown that a false representation has been made knowingly. 209]. and it is conceivable that special circumstances might be found in which the death of a joint principal would not be permitted to revoke the power Meanwhile the third party would be acting with completely. com- Where. but the House of Lords within recent years has de< ided otherwise [Deny is v. Durant (1900). Haas v. by four 5 B. do not insist upon observing the old technical strictness as regards joint powers. a stockbroker. Ch. he has and ultimately makes a been held the liable for the loss incurred Joint and Several Powers. or without it belief in its truth. Fraud. exercise by one person Formerly. [In re Overweg. Courts nowadays. Armstrong (182 & Aid. 337]. but it acted the old rule were joint valid. constituting in reality the execution of but one uniform mission. is though has been relaxed where the exercise of a of attorney power concerned. having a con- tinuation account with a client. Where there are judgment rather as if if he did not place faith still in speculation.

10].C. 1908.R. third party relies to institute his action must be concerned with a material fact in the contract and must have been made before or at the time of the contract. such act is binding on the constituent as to all persons dealing in good faith with the agent. R. in Lloyd v.B. M. 84). 10 320] ' : the proceeds of the fraud himself. Further. the act is in itself warranted by the terms used. If the agent commits the transact on account fraud purporting to act in the course of business such as he was authorised —or held out as authorised — to of his principal. Grace. (1904). 170] by Lord Macnaghten as follows [ ever the very act of the agent is authorised by the terms of the power. Such persons are not bound to inquire into the facts aliunde' Nor is the principal absolved from liability where the agent intended to appropriate as given in the N. L.POWERS OF ATTORNEY fied in sonic directions 197 by statute (see Companies (Consolidation) However. La Banque du Paiplc Where(1893) A. on this point the law American case of West/hid Bank v. wherever. j n Fraud does not render the contract void. 547]voidable. 26].. then the principal may be held liable for it [Lord Loreburn T. 7 Ex. be accepted as part of the law of agency that no liability for deceit can arise Where on a statement made with an honest belief in its truth. the person who lias been defrauded may hold the princiAct. Smith & Co. would be impossible for the business of a mercantile community to be carried on if a person dealing with an agent was bound to go behind the authority of the agent in each case and inquire whether his motives did or did not involve the application of the ' authority for his v. it only makes it The contract remains valid until the person who has will treat it been defrauded has decided whether he or will disavow it as binding London and North-Western Rly. s. The misrepresentation on which the (1871). an attorney acting within the scope of bis authority commits a fraud. . pal responsible even in cases where the principal has not derived ft any benefit from the fraudulent activities of his attorney. L. It is sufficient if it can be shown that the misrepresentation formed one operative element in [Clough v. it must. meanwhile. own private interests' [Collins.Y. by comparing the act done by the agent w it li the words of the power. that is. (1912). in Hambro Burnand Tiff. 2 K. Cornen [37 was quoted in Bryant v. R.

1S61. garded by the law as principals [Cullen (1862). It is true that who has dealt innocently and without negligence with an attorney who presented a spurious authority will have the third party his claim against the attorney. Filzmaurice (1885). may claim damages for its non-completion . he to the Courts to have the contract cancelled or he may apply may bring an through action for damages even though he may have a fraud is forfeited delay his right to affirm or avoid the contract. and acting in an honest belief as to the genuineness of the document. Thus. completed. after the principal has taken his remedy. 4 Macq. Thompson's Trustees is an essential element in the offence which the third party must also be on his guard. as well as his principal. s. where it became necessary to decide whether a bank or a stockbroker was to lose the value of stock improperly transferred through a forged power of attorney . where a forged instru- ment induces contractual relations between parties ignorant of the forgery. D. Forgery.— 198 SECRETARIAL PRACTICE v. it is the person that set the negotiations in motion by the introduction of the forged instrument who must bear the loss. 424]. 29 Ch. 459]. Negligence by the third party in this respect might readily be regarded by the Courts as a proximate cause of the fraud and the remedy would be a lost. Where a third party has contract by fraud he has the following remedies been induced to enter into he may : choose to affirm the contract or or he demand that it shall be . 44). The attorney who commits personally responsible. but there is no need to prove an intent to defraud a An intent to defraud of forgery. It has already been pointed out that in a situation of this kind the principle followed by the Courts is that. But be wise to repeat the warning already given bringing the third party to his decision to contract with the attorney [Edgington here again it may that the third party must keep his eyes open and must himself make sure by examining the instrument that the attorney is not attempting to exceed the limits of his authority. against particular person (Forgery Act. for all persons who are concerned in a fraud are rev. but the litigation involved and the practical anxieties as to the financial stability of the parties render the avoidance of such a position by a third party extremely desirable.

Bank England (1902). 312. R. 8 E. that he has to take his instructions from the so. Therefore the professed attorney would be liable of to indemnify the innocent third party [Oliver v. in cases. with the increasing volume and complexity of the mercantile transactions of modern and degrees of authority . and to ascertain that the attorney is asking him to do no more than he and all this requires to be carried out within is entitled to do The burden of responsibility is a comparatively short time. It [Collen v. Bank of England . involving consequences of import to his of them all own interests. 647]. Barclay (above). had acted in was held that a person professing to contract as agent for another impliedly.POWERS OF ATTORNEY presented by the stockbroker. Barclay (1905). heavy. England (above) poration v. if not expressly. 341 Slarkey v. when Lord Davey said ' : I dissent from the proposition that a person who brings a transfer to the registering authority no representation that it It will have been seen is and requests him to register a genuine document ']. He is held to warrant impliedly the authenticity of the to a third part)-' document which he exhibits as evidence of his authority [Oliver v. L. in the it makes preceding pages that the person who is placed in the way of having dealings with an attorney all is confronted with innumerable questions for solution. 18 T. genuine. R. and it can be no matter forsurprise that. or promises. the person who enters into such a contract upon the faith of the professed agent being duly authorised. Wright (1857). that the authority which he professed to have does in fact exist. & B. attorney and. and. Bank of So the signature of the attorney is tantamount to an affirmation that he is invested with a lawful authority to do the act which made the signature necessary [Sheffield Cor]. 642]. L. L. . 199 when both parties it ignorance of any defect in the instrument. (1903). R. Sheffield Corporation v. and of them needing answers without such delays and inconvenience as might hinder the transaction of business. He has to demand the production of and still what is more formidable verbiage is is still often a document of formidable length . makes no difference that the professed attorney honestly thought he had a genuine authority to act 21 T. as he does he has to trace out the various kinds which have been delegated. 19 T. he has to make some sure that the signature of the grantor the grantor alive . undertakes to.

From such a simple instrument the third party would have no of Form. recognition might be given to a common form of instrument. at all events.B. moreover. IOJ. of to be DO HEREBY APPOINT CD. for omissions. A form is appended which is intended as a guide rather than as a complete instrument. of attorney and to verify his signature. but they contend that they should receive from the State greater assistance in their attempts to fulfil their duties — They ask that they may be no longer called and embark upon a voyage of exploration to prove the continued existence of the grantor of a power They ask. T would seem to be no good reason why a common form of power should not receive currency and recognition for a number of the purposes for which such a document is daily needed in business circles. upon to leave their affairs capable of a quick understanding to of . SECRETARIAL PRACTICE those who have to bear that burden are seeking to have it it stripped of the old-fashioned trappings with which has long been overweighted and encumbered. that for some purposes.200 life.. of STAMP my attorney to act for me and : in my name (1) in any of the matters hereinafter mentioned I To sell all or any of the securities of which am . It could be adapted to suit the specific requirements of the principal by the insertion of additional clauses or the withdrawal of those clauses which exceed in scope the authority intended to be delegated. and the time and expense making fair copies of long and clumsily worded documents would be saved. difficulty in discovering almost at a glance the scope of the authority that had been delegated. Power of Attorney I. A. the holder including stocks shares funds bonds and debentures (2) Also to transfer all such securities and to execute any deed be necessary for the purpos or other instrument that may . and they ask that the 48th section of the Conveyancing Act of 1881 may be amended a of a make registration both of the issue and withdrawal power attorney compulsory and not merely permissive. whose clauses are short and as men of business.. They do not the)' cannot hope to evade the liability which the law has imposed upon them from the earliest times. mistakes and negligence on their part.

POWERS OF ATTORNEY (3) Also to invest any moneys in any investments that he may . Also to endorse and sign my name to any cheques dividend me . (8) And I give my attorney full power to appoint and pay a substitute to do any of the deeds or acts already mentioned of . As witness my hand and seal One thousand nine hundred and this day of [Two witnesses. (9) And generally to do all such acts as may be necessary or . or interest warrants or other instruments payable to (6) Also to compound and compromise and all to submit to arbitration and adjust debts claims and disputes that now . exist or hereafter (7) may arise between me and any other person Also to appoint any person to be my proxy at any meeting any of the companies in which I have now or may hereafter through my attorney have any interest and I authorise my attorney to revoke any such appointment at his discretion.) . expedient for carrying out the powers hereby given (10) And I declare that this power shall remain in force until revoked by me and until written notice of revocation has been sent by me and delivered to any companies which may have acted upon it . think proper and to vary such investments from time to time (4) Also to receive the interest dividends bonuses or return of capital in respect of any such investments or securities and to compel payment thereof and to give good receipts and discharges for the (5) same .

the shares being held by the former partners. and from the referen< private companies contained elsewhere in the Act. with seven subscribers. properly so called. 121 of that Act. a private company is defined as a company which by its articles July ' ' : ' (a) restricts the right to transfer its shares . 1907. A private company generally resulted from the transformation of an existing business into a company. as described above. came into force. Definition. ho are the emplo) company) and . For the purposes of the Companies Consolidation Act.' That Act. 1908. Frivate companies. and the statute law on the subject is now to be ascertained from s. differ not at all in they must register law from other incorporated companies . expression 'private company. was commonly used amongst the business community to denote a limited liability company in which no 1907. was raised by appeals to the public and in which the shares were in a few hands. of other companies. 1908. and lusive of limits the \\ number in of its mem! ment of the persons to fifty .' until the Companies Act. But the Companies Act. gave a new and technical meaning to the expression private company. make all the returns required in the case of and otherwise comply with the provisions the Companies Acts. 1908. in fact. with such other pel capital as they chose to admit.CHAPTER XX PRIVATE COMPANIES Tin". created the private company. No alteration was made in the law as to private companies by the Companies (Consolidation) Act. which came into force on I.

although in fact the provisions are not complied with [Park Royalties Syndicate (1912). the company does not cease to be a private company v. the articles must contain no power to issue share warrants to bearer. And provided the provisions. inasmuch as the Registrar not unnaturally takes the view is that their issue inconsistent with the status of a private of the shares specified in warrants company. Accordingly. to the limit of fifty members. any invitation to the public to subscribe any shares or debentures of the company ' 121 (i) ]. or a and the company limited by guarantee with a limited company with a share capital. As regards the existing restriction on transfers. The definition has proved to be unfortunate. 2). is a private company and entitled to all the privileges of a private articles contain the three necessary company. if the articles contain such provisions. the set provision will be complied with by an article. 1 K. may and may make a public issue of shares or debentures. common the articles of the old private companies. of course. the legislature. must be taken to ensure that the articles contain the three necessary provisions set out above.B. subject. or of articles. A private company may register as a company limited by shares. Such provisions were Or a provision will suffice and will be accepted at Somerset House. On the registration of a private articles company the memorandum need only be subscribed by two persons (s. since the transfer could not be restricted. having regard to the and (c) (above). On registration care which must appear in its articles. In due course this anomaly will doubtless be removed by members to be exceeded. a articles company allow with the statutory provisions in the limit of fifty its may permit the transfer of its shares in violation of the restrictions. company to have in its articles provisions of specified It requires the the three kinds it above . . Further. restrictions (a) share capital. giving to members in the righl of pre-emption. although there is no objection to a larger number of signatories. or an unIt would seem that it cannot register without a share capital. and still be a private company. 330].PRIVATE COMPANIES ' (c) prohibits for [S.

whether of slum As to public issues. 746]. and workmen of all kinds. 2 Ch. not a clerk or servant within the meaning of 1 (1 the Preferential Payments in Bankruptcy Act.204 SECRETARIAL PRACTICE which gives to the directors the right at their absolute discretion To this. is as well to add words requiring them to refuse any transfers the registration of which would cause the number of members to exceed fifty. he is not [Cairney v. or the number of members any other company below seven. 1 Ch. Ind. debentures. Proprietary Syndicate (1900). s. are is equally clear that directors are not. The provision prohibiting public issues. and cognisant of . presents no difficulty. clearly included. it has been held that a mana. (1908). the of articles may contain words fifty. 1888 [Newspaper . in which in the fifty. see p. 349] but a secretary may although. however. Coopc & Co. 84]. The Registrar all requires the restrictions to apply to the transfer of the shares of the company. if he does not give his whole time to the service of the company. private of By s. every person who is a member of the company during the time that i- it so carries on business after those six months.g. or if case. As to the limit of members. The privileges to which private companies are entitled under ' ' the Act are as follows : (1) They may register with a minimum of two meml This also involves the right to trade with a minimum of two members. company 115 of the Act. the ordinary subordinates. And it has been held that neither directors nor managing directors are persons in the employment of the company within the meaning of a cla in the memorandum empowering the company to provide for the welfare of such persons by granting them money or pensions [Normandy v. it clerks employment of the company. As regards managing director is director'-. they will count rank as a single member [s. Joint hoi As to persons who and arc in the e. if the number of members of a is reduced below two. 121 (3) ].B. 2 K. but pays a clerk to do the bulk of his work. excluding employees of the may limit the number company from the limit of members to fifty. Back (1906). and it carries on business more than six months while the number is so reduced. employees hold shares. it to refuse to register any transfer of -hares.

r (6) [s. 43]. The} need have no regard to a minimum subscription. procuring subscriptions for of s. however. file for qualification shares and see p. in respect of the receipt and 114 inspection of the balance sheets and the reports of the auditors and other reports [s. 82 (2). 72 (3). 103]. and see They must. like has been expressly decided that a private company. (2) ]. other company. (4) 65 (10). is the payment of the whole debts of the that time. 42]. They any statement in lieu of prospectus at all. without signing or filing consents to act.43](8) Holders of preference share< and debentures of a private right to possess the company have no statutory as the same privileges ordinary shareholders. (3) 26 (3). or forward to their members. summary and see the statement in the form of a balance sheet p. indeed. 89]. and company contracted during This leads to the may be sued for the same. 85 (7). 89 of the Act [Dominion of Canada Trading Syndicate . lor subscriptions. (7) They may commence business without any restriction and require no certificate entitling them to do so [s. and see p. be so appointed without any or signing the memorandum They may. They are not required to include in the annual [s. They need not file. the [s. formalities whatever. any or Commissions. 129).PRIVATE COMPANIES the fact that it is 205 severally liable for so carrying on business. and see p. liability although after that time his (2) becomes unlimited. statutory report before the statutory meeting p. may be appointed directors by the articles of a first private company. in fact. curious result. (5) They need not file a statement in lieu of prospectus before allotting shares or debentures need not. that an individual may carry on business for six months with limited liability. hold Persons the statutory meeting. The reduction of the number of members of a private company below two i> a ground lor the company being wound up bv the < ourl It (s. in the case of a private company. 7]. subject to the provisions v. 8y (6). [s. and see P. may pay commissions its capital. but may make their first allotment of shares irrespective of it [s.

The secretary of a private company.e. 121 (1). e.g. 2 K. together memorandum with such a statutory declaration as the to file company. and is matter of There is nothing in the Act to prevent a company. company. in keeping the register in the making out the annual summary. and by deleting inappropriate provisions. thereafter claiming the into a public The converse case of the transformation of a private company company is expressly provided lor by s. by the directors. turn itself into a public tures. The procedure to enable a private company to become a . would have had to file before allotting any of its shares or debenor articles. 121 (2) of is the Act. G48]. signed in the same manner as a statement in lieu of prospectus {i. or their agents authorised in writing). unsuitable provisions relating to transfers. for apart from these matters a private company may do whatever any other company may. many respects. subject to anything contained in the company by passing a special resolution and by filing with the Registrar of Companies such a statement in lieu oi prospectus as the company. would have had before commencing business. will obviously be lighter in posted. and filed with the Registrar (3) The amount or rate must be disclosed in any circular or . with are as follows (1) : The payment must be authorised by the articles The amount or rate must be disclosed in a statement in the form prescribed {i. and inserting the provisions required privileges of a private by s. and must do whatever any other company must. making in articles such all tions as are necessary to constitute itself a private i.e. (2) . not being a prospectus. and company. apart from the matters secretary of have the same duties to perforin as the any other company.B. by the Board of Trade). provisions relating to public issues. notice. which its not a private company. inviting subscriptions. it a public company. His work will specified above. which as follows : A private company may.e.206 SECRETARIAL PRACTICE The conditions to be complied Brigslocke (1911). such as provisions relating to share warrants. it a public company. in transfers.

44). ' and resolutions can be added specifically cancelling the clauses in the articles only required for private companies. (1) (see p. and accordingly it will be as well company in drafting the of resolution to follow let the somewhat inartistic wording ' the sub-section. (3) file the statutory declaration required by s.' That the company do turn itself into it is At the same time. to minimum subscription upon which the directors may proceed to allotment be fixed at £ " .43). is 207 company. a special resolu- may also be passed in the following >n oi form ' : That the articles of associate the company be altered by inserting the following : new the " [17 \ be numbered [i7JA.PRIVATE COMPANIES public it. but it is suggested that the amount should be fixed at the amount actually allotted at the allotment of shares in the company. if the whole amount of the authorised capital other than shares. In order to enable the statutory declaration to be made it would appear that. 1908. first As regards the special resolution required to be passed by the for the purpose of turning itself into a public company. after article [17] That for the purposes of the Companies (Consolidation) Act. 42). . The question of the precise form which the new article should take is not free from difficult}'. and the resolution be simply. has not been subscribed. where : the memorandum or articles do not forbid accordingly (1) (2) To To To pass and file file a special resolution . issued as fully or partly paid. the Act is silent as to its nature. the articles will have to be altered so as to include an appropriate provision as to minimum subscription (see p. a statement in lieu of prospectus (s. in the cases where tion necessary. S2. and 87 see P. article. a public company.

Co be < gas companies. and many others. that the legislature has assumed the right to and limit their powers and to impose upon them conditions intended to be for the general welfare of the community. water companies. to whom the proper working of these undertakings is a matter of grave concern. it is not too much to assert that the Pu Special Act. as statutory creature (see p. or to a section of the public . and whilst there also the intention to make profits for the shareholders in these under- takings. dock and harbour companies. each of this cla-^ of companies owes existence to a special Act of Parliament whereby carefully denned. Among Pr the companies of this class are railway companies. companies in question are from the public point of view the most important in existence. has said. and in thi> respect it resembles a company incorporated under the Compan to the statute.J. P. ' It i-^ made up of to ascertain persons w ho can act within certain limits.. yet so largely are the public interested in the proper restrict working of them. It ' i>. we must look The corporation cannot go beyond the statute. its powers are Bowen.CHAPTER XXI STATUTORY COMPANIES The name ' Statutory Companies ' is frequently used to describe that large and important class of companies which are incor- porated by special Acts of Parliament for certain specific purposes. in order what are the limits. The objects of these companies are to work undertakings is of a public nature.' . As stated above. such as are calculated to be of benefit to the public at large. but. in fact. and some of them are perhaps also the largest commercial undertakings in the country. 'a simple 12).

and that greater uniformity in the provisions themselves. 16) was passed. 1891) Whereas it is expedient to comprise in Act ' : ' one General Act sundry provisions relating to the constitution and management of Joint Stock Companies. In the case of a statutory company its Act must alone be looked at. but no substantial piece of amendment has taken The advantages the original great legislation relating to statutory companies. the object of which is well ji^ expressed in its preamble (repealed by the Statute Law Revision Act. in special Acts. 118). 1908. the memorandum association.' It has been added to in The full title of the Act is. 1863 (26 & 27 Vict. whether in the case of new . together the Companies (Consolidation) Act. differences in matters of detailed The enormous management. in the case of a statutory company code of Act expressly or by reference contains also its regulations. are obvious. of these Acts. additions or secure practical uniformity in the omissions. place in c. usually introduced into Acts of Parliament authorising the execution of undertakings of a as well for the purpose such provisions in each of the several Acts relating to such undertakings as for securing of avoiding the necessity of repeating public nature by such companies. occasionally which are always incorporated with slight alterations. internal They management of statutory companies. And whilst in the case of a company incorporated under the Companies Acts its articles of association must be examined in order to ascertain by what ascertain special regulations its special it is governed.STATUTORY COMPANIES In the case of a 209 the company incorporated under of Comwith panies Acts. c. which constantly articles of association of companies incorporated under the Companies Acts are compared. appear when the Applications for special Acts. As long ago as 1845 the Companies Clauses Consolidation Companies ses Act (8 & 9 Vict. the principal addition being the Companies Clauses Act. are thus almost entirely eliminated. must be looked at to its powers.' An Act for consolidating in one Act certain Provisions usually inserted in Acts with respect to the Constitution of Companies incorporated for carrying on Undertakings of a Public Nature. One important result of this uniformity is the diminution of litigation. ' subsequent years.

Examples of the scope of the Model clauses is seen in the Railway section. rates as to capital and the sale of it and charges in the Gas section. the Waterworks Clauses Act. to meet and deal with the opposition of local authorities and other more or less interested persons or bodies. . borrowing powers. but the secretary of an essential. the clauses from time to time appearing in the Model Bills will in general be incor\v< porated. the Railways Clauses Acts. company is required to give notices calling a special meeting (sometimes called a Wharncliffe Meeting). Besides the preliminary advertisements in the London Gazette and local newspapers. and the incorporated Acts. Involving. as to fares. and without the clauses of all insertion in the Bills of kinds ensuring the due protection of the rights of others and adequate benefit to the public. and the e. when the existing shareholders consider the Bill deposited. appropriate general Acts relating to particular undertakings. the appearance by counsel with witnesses before Committees of both Houses of Parliament. the limitation . Furthermore. close attention to the Standing is Orders of Parliament relat- ing to Private Bills These matters are generally attended to by Parliamentary Agents. The secretary of a statutory company will necessarily be fully acquainted with the provisions of his company's special Act or Acts. additional capital. &c. as they may most carefully scrutinised do. or in the case of existing companies seeking extended powers.210 SECRETARIAL PRACTICE companies. to prove All applications for special Acts are in Committee. the compulsory existing rights of all acquisition of land. &c. way section. Besides the Companies Clauses Acts. the Special Act usually incorporates the Lands Clauses Consolidation Acts. and interference with kinds.g. they will not be granted without adequate examination and consideration. In the case of applications by existing companies as well as new companies. in the Tram. by auction or tender. the deposit of the Bill in Parliament. and he will be required by affidavit the due and proper summoning of the meeting and the result of the voting thereat. involve many formalities. the Gasirks Clauses Acts. &c. dealing witli payment of interest cut of capital. of profits. there are numerous other matters to be dealt with.

Ss. 29-35. Arbitration. 56-60. Appointment and duties of auditors. 36. By-laws for regulating conduct of servants and management Ss. Ss. Ss. statutory companies.) 135-140. Ss. Powers of company exerciseable only in general meeting. Ss. Ss. Accounts and shareholders' rights of inspection. p 2 . 101-108. They of the ment of a single managewould be impossible within the limits chapter to deal with the law thus made applicable to include detailed provisions for the general It company. Dividends. Ss. Transfer and transmission of shares. Powers of directors. Accountability of 115-119. Proceedings and liability of directors. 66-80. Ss. Ss. Ss. Access to special Act. 61-64. 37. Ss. 162. 124-127. 90. 120-123. of calls. 38-55. special The Companies Clauses Consolidation Act. Ss. Forfeiture of shares for Ss. S. S. S. 142-160. 1845 Distribution of capital into shares. Recovery of damages and penalties Ss. 109-114. Appointment and rotation of directors. Ss. clauses Acts. Ss. (S. 81-89. 6-13. Conversion of borrowed money into capital. 141 is repealed.STATUTORY COMPANIES 211 Provisions of The matters which arc provided for in the Companies Clauses Acts for the most part cover the same ground as the articles of association of a company incorporated under the Companies Acts. Consolidation of shares into stock. 21-28. 91. officers. 128-134. 92-100. Ss. Ss. Ss. 161. but the f< -1 lowing list of the matters covered may as be found useful. Application of capital. The some of the clauses in Act must always be consulted. 65. Power to borrow on mortgage or bond. 164. Payment and enforcement of creditors of of calls. non-payment Remedies company against share- holders. 14-20. of affairs of company. the general Acts are often disallowed. Notices. General meetings.

Act. The Companies Clauses Consolidation Ss. Cancellation and surrender Ss. 1845. perusual of the statutory provisions. 36-39. Tin-: Companies Clauses Consolidation Act. The Companies Clauses Ss. marked (see. 3-11. 1863. Ss. sufficiently resembles or Very materially differs from the wording of another section. 2. Ss. according as the wording of one section. is in many as to indicate that the framers of the companies. many and of value others are and useless. 1908. irrelevant . They may or may not be applicable. 12-21. 2 of the Companies Clauses Consolidation Act. A made above. Act. 76 of the Companies Clauses Consolidation Act. 1889 Verbal amendment of s. or of an article. 1888. 1869 1-8.212 SECRETARIAL PRACTICE The Companies Clauses Ss. s. Amendments of the Companies Clauses Acts. Debenture stock. necessary in seeking to apply to statutory companies decisions of the Courts given in regard to companies under the Companies Acts. 2-4. yet in strongly many other cases the divergence is equally 18 of the Act of 1845. as to transFor this reason very great care is mission. Act..g. S. of which mention is will make it appear that whilst the resemblance between the requirements of these Acts and of the Companies cases so strongly marked Companies Acts borrowed largely from the law already existing and applicable to statutory (Consolidation) Act. Amongst the numerous differences between a statutory comof the decisions are in point . 65). referred to on p. Additional capital. and misleading to the secretary of a statutory company. as to voting by proxy. 1888 Amendment of s. 22-35. 1863 of shares. Change of name. e.

is by s. This book contains the names. is s. 14 of the Act of 1S45 requires a transfer to be by deed. 91 of the Act of 1845). see p. particulars of their holdings are not included. which. are probably in general those dealing with workmen's compensation and national insur- more before his notice than in the case of many registered companies. a statutory company must keep.g. but S. and need not be repeated here. nor are they ' ' A point of considerable interest to the secretary of a statutory company is that his remuneration is fixed by a general meeting of the company (s. It may be use the word registered. . The duties of a secretary of a statutory company are necessarily of the same kind as fall to the lot of secretaries of other companies. besides the matter it may be noticed that there no right of inspection of the register of shareholders. A shareholders' address book. and the continuous growth of legislative enactments ance) and departmental regulations. however. such matters as assess[e. so far known by the company. In the case however. be required on payment. noted that statutory companies are not required to Limited as part of their name. As to the importance of this requirement in the matter of blank transfers. 213 pany and a company under the Companies Acts.STATUTORY COMPANIES of transmission. 64. referred to above. and this and copies as may is open to the inspection of shareholders gratis. and this A form of transfer is given in Schedule B form or a form to the like effect may ' ' be used. ments. and descriptions of the shareholders. by 9 of the Act of 1845. of statutory undertakings. addresses. 10 also required to be kept. to the Act.

ov the assumption of new trustees. . ' for behoof of. of a deceased person to. and persons may be registered in any representative capacity.g. . and to indicate the principal points of difference between Scottish and English business practice in connexion with these statutory provisions. &c.. ..'. and in the law as to debentures. S. 27 of the Act prohibits the recognition of trusts on the registers of companies registered in England or Ireland (see p.. e. resignation. The most important differences appear in the matter of the recognition of trusts and the practice as to transfers. whilst in some cases provisions applicable only to parts of Great Britain companies registered this chapter to in Scotland appear. and a transfer signed by Mich quorum is therefore quite in order. Trusts.. A majority of the accepting and acting trustees or executors usually form a quorum and can act so as to bind the estate under their charge. ' .' .' . . for and on behalf of . . . The existence of a trust is recognised by Scottish companies. Certain parts of the Act are expressly limited to companies registered in England and Ireland. or as office-bearers. When changes take place in the personnel of the trustees or executors by death. or trustees. It is proposed in point out and consider the principal portions of the limited to Scottish companies.CHAPTER XXII SCOTTISH COMPANIES The Companies to all (Consolidation) Act. curator bonis for. 83). .' . ' factor loco tutoris ' . Act relating to companies before liquidation which are and those from the operation of which Scottish companies are excluded.' . . applies generally and Ireland. . 'in trust for. . 1908. as executors. effect 2x4 . .

president. shall. have his domicile in Scotland. and transfer to the said is transferees. The Married Women's Property (Scotland) Act. and shall not be subject to the jus niariti. unless with the husband's consent. or in the Sheriff Court register county or counties in which the parties reside. to dispose of such estate. the of Resignation. Any income of such estate shall be payable to the wife on her individual receipt or to her order. Law regarding Property of Married Women in Scotland. ah that usually required. The deed must be his wife. secretary. and be advertised in the appended form in the Edinburgh Gazette and three times in two local newspapers circulating in such county register of deeds at or counties : . sell. or. entitled 'An Act for the Amendment of the Women. before substituting in the register the office-bearer the production of a certified extract from the minutes of meeting of is name of any new office-bearer for who may have died or demitted office. in some cases supported by a statutory declaration by a responsible person conversant with the facts. Where buyers words that is ' are described in a transfer as office-bearers. after the words ' do hereby bargain. that of an the company. shall be registered in the Edinburgh. ' it is usual to add the and their successors in office assign. the whole moveable or personal estate whether acquired before or during the marriage. Section 4 enacts that it shall be competent to all persons married before the passing of this Act to declare by mutual deed that the wife's whole estate. by operation of law. 21). as the case may e. shall..g. 1881 (44 & Married 45 Vict. and treasurer.SCOTTISH COMPANIES is 215 given in the register to such changes on production to the of company Minute an extract from the Register of Deaths. or the Deed of Assumption. and to this extent the . husband's right but the wife shall not be entitled to assign the prospective income thereof. be.' enacts that where a marriage is contracted after the passing of this Act. institution. at the time of the marriage. or society at which such new appointment is made. and the husband of the wife. including such as may have of administration shall be excluded previously regulated of the come to the husband in right of by this Act. be vested in the wife as her separate estate. c.' When done.

of course..B. to be held by the said A. there is a great want of uniformity amongst Scottish companies in their interpretation of the Act as affecting transfers. &c. and right of administration. of a Scottish . has not that power without her husband's consent.F. do hereby bargain. her If exclusive of jus mariti and said is administration is husband. the I" concur. . whereas woman married before July 18. company m the names of two or more persons with . mar Hi clause is &c. of C. Survivorship in Joint husband is not required Accounts. jus mariti and transfer to the said A. the husband should sign to show that he has given consent to the exclusion of his rights.' and her husband a domiciled Scotsman. The practice on the purchase of stock bv a married woman domiciled : in Scotland appears to transfer sh be as follows A transfer to her of fully paid shares or of stock must have her husband's that the consideration of her signature.. the renunciation of his rights has been made in legal form and intimated to the company.' the woman's described on the transfer signature sufficient. wife of CD. aforesaid. exclusive as assign. CD. words to that effect must be inserted in the .216 ' SECRETARIAL PRACTICE Notice is hereby given that. a destination to the survivor.B.. 1881. [designation]. (2) If she is A..B. 1881) has power to accept shares or stock in her own name. usually inserted in a transfer thus sell.. she as wife of a domiciled Englishman. ' : Tiie jus I. Unfortunately. Register of day of and E...' The following of stock ' : i-^ the husband's concurrence is required to registered as right of ' tin- transfer. is Where the money advanced by the wife out own proper funds exclusive of her husband's jus ma r Hi in. exclusive of the and right of administration of her husband. on the in the a deed by A.' So far as of this affects the subject is now dealt with.. ..B. shares of... the effect enactment that a woman married subsequently to a the passing of the Act (July 18. wife of of (3) CD. has in been registered the Married terms of Women's it Property (Scotland) Act. 1881. Where it is intended to register shares or stuck . his wife. B. is the practice usually observed on the sale by a married woman (1) If she is simply register! A.

and. any two Partnerships.' or 'and the Survivors or Survivor of them placed after the words do hereby bargain. In any subsequent transfer by the survivor ' he should be described as deceased. A.B.F. and B. they would be held to have an equal and separate interest in the shares or stock. his confirmation or probate would require to be exhibited and his executors' names would be noted in the as survivorship are The words necessary ' ' register in respect of his share. and transfer to the said A. there are obvious objections a firm as such. the would require to be executed by the survivor and by Of course...B. say. and. of evidence of death is all that is necessary to enable a company to remove his name. The execution of a deed by a mark is nol valid in Scotland. the banks in Scotland ' who are described in transfers as. is not implied under 'and the Survivor "1 them.' It Survivor in a joint account with may be mentioned here that shares or stock of Scottish companies may also be registered in joint names so that a quorum only of the holders require to sign. production transfer the executors of the deceased. assign. Bank.: SCOTTISH COMPANIES transfer. of them. say. and E. Execution The deed must be executed for the person unable to write by a Mark - by Justice of the Peace or Notary Public in the presence of two witnesses in the following terms. in the event of a sale. all of the Glasgow. 217 Scottish law.' although some companies pass transfers with the words written immediately after the names and addresses of the buyers. on the death of one of them. sell.. This of of registration has been adopted by the nominees method some of Limited. where the survivorship clause is registered. being a quorum. Failing the inclusion in a transfer in favour of. of the clause referred to.. CD. and the practice should be discouraged. and the survivors or survivor A. and one of the holders dies.' It should be noted that although under the law of Scotpartnerships land may own property and may quite comact as petently be registered as stock or share holders and to registering transferors or transferees thereof. which must be actually written by the Justice of the Peace or Notary Public himself .

) Although the use of the is common form it of transfer (see p.B.218 SECRETARIAL PRACTICE By authority of the above-named and designed who declares . are subscribed by the said A. 324 now practically universal in Scotland. executed in Scotland. E. whereby certain if special forms of transfer require to be authenticated. (designing them). where the originals are preserved. he having authorised that purpose me for and the same having been previously read all over to him subscribing their in presence of the witnesses hereto who subscribe this docquet in testimony of having heard and seen authority given to me as aforesaid said and heard these presents read over to the Notary Public (or. a deed of assumption. witness. or other legal instrument. [Signed] A. year. this In witness whereof.. witness..B. The production of an 'Extract Registered' copy from the books mentioned power of attorney. may prove interesting to secretaries to give the following clause (called the testing clause). that he cannot I.F. and other Scottish legal documents may be registered in the Books of Council and Session in Edinburgh. write on account of Notary Public (or. consisting of and on the preceding pages written by the pages duly stamped. (Two witnesses. is equivalent to the exhibition of the deed itself. these presents.F. Justice of ) of the Peace for the County subscribe these presents for him. . (the party) at day of One thousand nine hundred and presence of these witnesses. in CD. [Signed] Justice of the Peace). or a minute of resignaPowers of attorney 1 tion. and E. Registration of Docu- ments. CD.

R. however. Ballachulish Slale Quarries v. but broadly speaking the law remains common law as stated. As to variation practically is. 667]. of Scotland no security can be effectively created over moveables or personal property This general rule has been to some extent rctcntd possessionc. The rights of debentures of this class are now not infrequently regulated by the terms of a separate deed of trust. if the lender. naked debentures. the assignment must be intimated to the obligant e.g. In order. view of the great differences which exist between the laws of England and Scotland According to the in this respect. Bruce (1908). to create an effective charge or security of such property. 1017 charge . actual delivery or transfer to the creditor an operation. 45 S.SCOTTISH COMPANIES The in 219 Scottish law as to debentures requires special attention Debentures. in Scotland.g. obligations are assigned. naked debenture of an English company 170). is usually found to be more or less impracticable leaves no room — — for doubt. in procedure in the matter of (1). either express or constructor. 9 R. L. subject to the Naked enforcing recovery. is 'lie result of the rule referred to to render the existence ot the floating in the assets known to English law (see p. . which are no more than a personal obligation by the company for repayment of money advanced on loan (2) debentures secured over moveable or personal rights or property by actual or constructive delivery or transfer to the lenders or trustees for lenders and (3) mortgage debentures secured : . under which trustees are . debentures issued under the Companies Acts are confined to three classes (1) naked debentures. therefore. &c. In the case of moveables. the assignment of uncalled capital by intimation to the shareholders < who are liable. e. modified by statute. consistently with the proper carrying on of business. . such as stock-in-trade. the lender the in same position as a lender under a (see p. which. West Colder Oil Company (1882). must have been given to the creditor and retained by him. Debentures. Accordingly. 169) impossible case of a company registered in Scotland over Scottish [see Clark v. over heritable or real property. but the same result may of be achieved constructively. by the transfer of goods in owner and borrower into that store from the name of the Similarly. delivery.

some cases. or in by mortgage. of which many. effectively charged over ships or by transfer of the vessels themselves. appointed. favour of the grantees.220 SECRETARIAL PRACTICE itself. if shipping property be excepted. vested the property a^ if they were absolute owners. the registration the necessary deed in the Register of Sasines. There are other cases of debentures in which shares or stocks of ordinary limited companies are unpledged in security. is made for the administration of the the use by the is there conveyed so loi no default. assuming creating a preference in is on other grounds. Many debentures however. This security its validity usually created by an ex facie absolute conveyance to tru for the debenture holders. but as for the of business. these are. instead of being expressed in the debenture The advantages holders in of such an arrangement in case of default lie chiefly in the convenience case of liquidation by which the claims of the debenture are advanced and controlled by the trustees in the general interest in terms of the provisions Security over Moveable But the existence of such trusts. the enforcement of the debenture holders' of the subjects default.occurrence. does not carry the actual rights of the now debenture holders as regards security any further than is the case with the holders of ordinary naked debentures. there are or trustees for their behoof. In such cases the trust deed usually makes provision or trustees on their account. company rights in ease ol &C. on registration of which these in trusl subjecl to the provisions of the separate deed of trust. to the lenders In the former case the mortgage must be recorded on the ship's register. and in the latter a transfer of the shares must be registered by the company. Security over Heritage. As to (2) debentures secured over moveable or personal property. of comparatively rare occurrence. As of to (3) debentures secured over heritage. become Under the deed of trust provision trust . are. these are of comparatively ran. and as a rule the trustees are . of the shares of the limited companies owning them. or bills of sale changing of the security according to the exigencies always be maintained. but so that the value will already indicated. the system of land registration in Scotland lends itself very readily to the creation effective securities over land and buildings by mortgage of debentures. either by delivery or transfer to the actual lenders of the trust deed.

the effect of which was to make such and any assignations of such leases. 167). should be duly filed with the Registrar of the country where the company itself registered. as a matter of fact. The question raises an interesting argument as to whether the law of the domicile of the company. The deed of trust. 221 though not bound. as security for debenture holders or other lenders. as to registration of mortgages. may be By the Registration of made Long Leases Act of 1857 of Sasines it was made lawful to record in the Register any lease of heritage in Scotland for a period of thirty-one years or upwards. lars of charges given It is essential. and the deed containing the charge delivered to after the date of the creation of the him within twenty-one days charge. do not apply to companies floating charge purporting to be given Scotland over moveables Registration or ga S es ° registered in Scotland. whether a in by a company registered England would be valid.SCOTTISH COMPANIES entitled. necessity of actual possession if it desires to borrow. Leases. on the other hand. runs on the lines of similar deeds by English companies securing mortgage debentures over property there (see p. should prevail. in the Long ordinary case. could not be effectively charged. such leases then becoming susceptible to being charged or mortgaged by the company. It may be worth noticing that certain leases which. that particu- by companies registered in England or is Ireland over property situated in Scotland. during their subsistence as effective against singular successors as if they were ordinary feudal conveyances of land. particularly in the case of coal and mineral companies. &c. the subject of a good security. leases and assignations Accordingly. s. but so far there does not appear to be any authoritative decision on the subject. nevertheless. with the Registrar of Companies. to have leases answering the requirements of the Act as to duration. without the by the security holders. In actual practice difficulty has been found as regards . to satisfy themselves that the security subjects are being duly maintained and kept insured against loss largely by fire. and. or the law of the place where the moveables are situated. not it is uncommon. 93. Note should be taken of the fact that the provisions of the Companies Act of 1908. The question has been canvassed as to whether a floating charge of a company registered in England would be effective over moveables in in Scotland.

Statutory Companies. namely. mortgages and charges. &c. the charge is not legally complete according to Scottish law. since its registration in the Register of Sasines invariably takes considerably more than the limit of twenty-one days provided by On the other hand. are applicable to companies registered in Scotland as well as to those registered in England. though the word debenture does not itself appear. until registration has been effected. 88) must include. The bonds contemplated by the first Act are naked debentures. Government regulation on the point should be passed. the Act. 26 (see p. a statement of the total amount due by the company of all Debentures to Bearer.222 SECRETARIAL PRACTICE bonds or charges over Scotch heritage. may in be added that the provisions of itself of all s. regulate the share and loan capital of railway companies and other similar public undertakings (see Chapter XXI). as being the only possible method of complying with the proIt is obvious. it is understood that the difficulty has been tentatively met by furnishing the particulars of the charge. The difficult}' arose because of the provisions of an old Scottish Act making invalid deeds issued blank as to the name of the creditor. which. it In order to prevent the possibiltiy of misapprehension. Bonds and debenture stock Companies Clauses Acts of 1845 and 1S63. has been set at rest by 106 of the Act. debentures to bearer in Scotland. Further. to the creditor in ' ' may also be issued under the . in the case of companies in respect registered in Scotland as well as those registered in England. 173)' by the company a Register of Mortgages (see mortgages and charges specifically affecting the property of the company. the validity It may of s. that some visions of the section. ioo as to the keeping p. which declares such debentures to be valid their and binding according to all terms. the assignment of the company's undertaking. the annual summary which a company must file under which are to be entered s. along with nit a in other Acts. as the present condition of matters is clearly not satisfactory. in giving effect to the terms of this section with reference to the exhibition of the deed. In that position of matters and exhibiting the deed to the Registrar before actual registration. however. but if a mortgage deed be also granted. be interesting to note that a question about which considerable doubt existed for some time.

56 of the customary for whether attested or not. that is a provision peculiarly applicable to companies incorporated under these special Acts and not to ordinary limited liability companies. 1908. It must be noted. by application for the and it may in case of default be enforced appointment of a Judicial Factor. A may few other points as to companies registered be noticed. of Scottish companies. is of an an exception common rule already mentioned." n er 1908 expressly provided that the attestation jj of the signatures to the memorandum and articles is sufficient in if Scotland. Probably by an oversight. way debenture is stock issued under the Companies statutory charge in the nature of a perpetual annuity upon the undertaking preferable in character 1863. In the same Clauses Act. 30 a judge of the High Court may. Conveyancing (Scotland) Ac the signatures of the directors and t secretary to be attested by witnesses. S. where it has been refused and by s. dation) Act. that this is inapplicable to companies registered under the Companies Acts. By it ss.SCOTTISH COMPANIES security of his debt. make an order compelling immediate inspection of the register of members. is 223 full effect declared to have the This. however. Again. to the will be seen. and such subscription on behalf company It is shall be equally binding s. is in Scotland Other Points 6 and 12 of the Companies (Consoli. 101 a similar power exists in the case of the register of mortgages kept by a company. very much in the nature of a floating charge in England. made by one By s. it assignation duly completed. . This section incorporates 1874. in the case of companies registered in England and Ireland. witness. no similar power exists in the case . as well as in England and Ireland. and its effect is to create a valid statutory security on the property assigned. a to all stocks or shares. 76 (3) provides that any deed to which a shall be held to be validly the company is if it is company is a party executed in Scotland on behalf of executed in terms of the provisions of the Act or sealed with the common seal of the company and and subscribed on behalf of the of the company by two of the directors the secretary of the company.

and the Orders of Reference to the various committees. and returns kept of the attendance of members. such as clerk title of ' ' Town Clerk. He is responsible for the proper conduct of it is the council's business and must see that carried out with is order and regularity and in accordance with what prescribed by the Acts of Parliament. Clerk and he is usually the legal adviser the general adviser upon all matters of policy and administration. so far as applicable to local government work. It is to be noted that the office of circles. as a rule. &c. --1 He is often invested . and he is charged with the duty of imparting to the Press information with respect to the work It is his business to see that meetings of the of the council. council and committees are duly summoned.CHAPTER XXIII SECRETARIAL WORK IN RELATION TO LOCAL GOVERNMENT The England and Wales are so diverse as to render it bodies charged with the business of local government in in their objects and constitution impracticable in the present chapter to attempt anything more than a brief outline of the functions of their secretarial officers. Clerk of the Peace. name generally appears at the foot oi all official advertisements. certificates. County Council. His conducts its correspondence. and prepares its reports. 'secretary' is substantially unknown in local government The duties of that office. and. the Standing Orders of the Council. are almost invariably combined with others in an officer who bears the in one or other of its varying forms. notices. He has the custody of the records and documents of the council. that proper minutes and reports of their proceedings are drawn up. Clerk of the of the Urban District Council.

the County Council and the Court of is the chief official both of Quarter Sessions. who. by section 83 of the Local Government Act of 1888. arrangement of the service carries He is. trative county is the Clerk of the Peace. Such. and has to advise as to the allotment of rooms among the different departments and on other matters of internal office. and 14. however. or the Quarter Sessions. The County. of the Quarter Sessions. relating to the registration of voters under the Representation of the People and Registration Acts. 75 County Boroughs. except in the administrative county of London. he has charge of and Session.614 Civil Parishes. as the case may require. and he has a number of duties. also acts as Clerk of the County He Council. and statutory duties. or the — County Council. as a rule. and is appointed and may be removed by the Standing Joint Committee of those bodies. The principal secretarial officer of the adminis. 643 Poor Law Unions. government purposes In each of these classes the special duties of the clerk will vary considerably. and of the Justices out of duty to send to the Secretaries of State and the Local Government Board such returns and information as may from time to time be required by either House of Parliament. of the and shares with the Corporate Seal. It is his He is required by Jervis's Act to draw up for adoption by the Justices in Quarter Sessions a table of fees to be taken by the Clerk of the Peace. responsible for the supervision of the printing and stationery required in the council's . including the issue of precepts. To these. out all arrangements for or public ceremonies. 657 Rural Districts.Counties. 249 Municipal Boroughs. in arising brief. Subject to the direction of the Custos Rotulorum.WORK IX RELATION TO LOCAL GOVERNMENT 225 with a certain authority to sign contracts on behalf of the council. must be added a number of special from the fact that for local England and Wales are divided into 62 Administrative Counties. 29 Metropolitan Boroughs (including the City of London). to accept the deposit of plans and documents under a He Q has number . and perhaps the convenient course be to sketch the character of the duties in the principal ones. In all administrative business he is subordinate solely to the County Council. is responsible for the records and documents of the county. 812 Urban Districts. are Mayor Chairman the custody the general duties of the clerk.

harbours. It can promote and oppose Bills in Parliament. gasworks. The County Council may make bye-laws for the good rule and government of the county. and has to file also the returning officer for the election of county councillors. Elementary . He has to receive and file all reports of medical officers of health throughout the county as a condition precedent to the payment He is of a proportion of those officers' salaries by the county. Housing and Town Planning. levying of county. He issues precepts and has other duties relating to jury lists. alterations in local areas. police and other rates the provision and management of pauper lunatic asylums and the establishment and maintenance of reformatory and industrial schools. . and for racecourses carries out the Weights and Measures and Bread Acts. . The for. and for authorising the compulsory pur- chase of land for allotments. it and conserves fish . small holdings and other purposes. and to permit of their inspection and copying for certain fees. It makes provisional orders for the creation of urban districts and other Insurance Acts. . markets and railways. and the Standing Orders of both Houses of Parliament require him to take custody of all such documents as are directed to be deposited with him. it executes the Rivers Pollution Prevention Acts protects wild birds . companies. &c. Small Holdings and Allotments and other statutes. He receives a copy the of the annual accounts of gas companies same for inspection on payment of fees. If the Clerk of . and largely responsible all the proper discharge of these functions. 226 of ' SECRETARIAL PRACTICE Clauses ' Acts relating to cemeteries. appoints Acts the . lands. fairs. and acts as a stimulating and an appeal authority over urban and rural district councils under the Public Health. under the Explosives and Petroleum Acts and Shop Hours and has duties under the Old Age Pensions and National The County Council is an authority under registers and Technical Education Acts dissenting chapels and the rules of various societies grants licences for music and dancing.. It repairs all main roads and county bridges and has other duties under the Highways and Locomotives Acts the basis or standard for the county rate . carries out the laws relating to destructive insects and contagious diseases in animals officers . the preparation of Among the duties of the County Council are the making and . clerk is intimately connected with.

the council.WORK IN RELATION TO LOCAL GOVERNMENT 227 the County Council be required to devote his whole time to his employment. records and documents of the borough. All documents relating to the election are to be forwarded to him after the counting of the votes. and must at such times during the continuance of his office. The Town Clerk is the chief officer of the borough. and he may be made respondent to to provide any appeal from a decision of the revising barrister. a true account in writing of all matters committed to his charge. The only statutory ' qualification for the office is that he shall be a lit person ' not being a member of the council or the treasurer of the borough or an elective auditor. The Town Clerk has important statutory duties with respect to the registration of voters . and of his receipts and payments with vouchers and a list of persons from whom money is due. At the election of borough councillors it is his duty the nomination papers . and are to be kept" by him among the borough records. gives him the charge and custody of. the charter. and makes him responsible for. The appointment should be made under — Boroughs. The Borough. or within three months after his ceasing to hold it. 1S82. He is appointed by. or as they direct. The Municipal Corporations Act. It is his duty to be in attend- ance at the Revision Courts. (It has been decided by the Courts that the Town Clerk has a lien on the papers of the corporation in respect of which he has done work as a solicitor. and the Town Clerk must on demand furnish copies at the prescribed rate of twopence for every Q2 . The return and declaration of election expenses made by each of the candidates are to be kept by the Town Clerk at his office. deliver to the council. deeds.) execution of his office. and at all reasonable times during twelve months to be open to inspection by any person on payment of the fee of one shilling. but not on such as he holds merely by virtue of He is required by law to give security for the due his office. and holds office during the pleasure of. he is not eligible to serve in Parliament. and in such manner as the council direct. to send notices of nomination to the candidates and to publish the names of the persons nominated and subsequently those of the councillors elected. seal. he issues precepts to the overseers for the preparation of the voting lists and sees to the printing and sale of the lists when revised.

and the Town Clerk acts as the statutory clerk to the urban authority in this important sanitary department of its administration. various and borrowing powers. the Clerk of the Justices and the acts as Registrar and officers of the Borough Civil Court. although there may be a special officer appointed for the ordinary functions of that committee. scavenging and cleansing. This appointment need not be in writing but there should appointment be worth more If. duties of the urban authority relate to sewerage privies The and drainage. He clerk or principal officer to the Education Committee. also to and also the freemen's Corporation for each financial year. petroleum. cemeteries. however. employment forth. extinction of tires. clocks. boats. infectious diseases and hospitals. food and drugs. fund are to be countersigned by him. rating bye laws audit. and where own quarter sessions he not infrequently holds the Clerk of the Peace. streets. cowsheds and milkchildren. In the event of an election petition.228 SECRETARIAL PRACTICE He is elections of aldermen. Where the borough has its own police force it he acts as Clerk to the Watch Committee. keep the voting papers at the roll. port sanitary authority. for highways and purposes. water supply. alteral ion of areas and union canal of of districts. than £50 the clerk could not successfully sue for a breach of the engagement unless there was a contract under seal. cremation. dairies. housing of working das contagious shops. diseases animals. offensive trades. nuisances. the be a minute. and so . ries and water closets. He is required to publish a table of fees for the time being authorised to be taken by the Clerk of the Peace. police regulations. pleasure grounds. duties of importance are discharged by He is required to make to the Local Government the Town Clerk. unsound meat. slaughterhouses. has its office of The council of a borough is also the urban authority responsible for the administration of the Public Health Acts. and to send to the different departments of State a number of statistical and other returns Orders for payment out of the borough prescribed by law. of libraries. epidemic diseases. public markets. mortuaries. regulation of cellar dwellings and Lodging hous and workshops. museums. Board a return of the receipts and expenditure of the Municipal seventy-two words.

' within the rural A village. electric 229 the borough power and important tramway services. the invested with Town Council is also many of the powers and duties of a County Council with a resulting influence upon the functions of the Town Clerk. Rural Whilst larger powers are naturally possessed by urban district councils. or what are known as contributory places.WORK If IN RELATION TO LOCAL GOVERNMENT owns the local gas. and is also in practice the assistant overseer of the parishes within his borough. becomes relatively populous and requires certain urban amenities. so that no small difficulty would be met in attempting to find an individual urban or rural district that was actually identical with any other urban or rural district in regard to the varying powers of which it was in possession. such as building bye-laws. water. In the metropolitan boroughs the Town Clerk actual is the clerk to is the Assessment Committee where that committee appointed by the Borough Council. High Court and before the Committees of Parliament he frequently appears as the chief witness. .g. The duties of a clerk to an urban — Url)an an(1 1S ric s ' and rural district are very much the same except in degree. and the power of charging a water-rate for a supply of water by a stand-pipe to There are also a number of Adoptive Acts and Public Health Amendment Acts which are capable of being adopted in whole or in part to meet special local requirements. Urban and Rural Districts. it is possible for rural districts to obtain urban powers by reason whole ' of Local Government Board Orders. and these powers are obtained for that particular village pending the time when it may become an urban district of its own. He and usually acts as the council's advocate in the local Courts at inquiries whilst in the conducted by the different departments of State. the power of appointing overseers. the Town Clerk lias additional duties to perform. Subject to these observaa group of cottages. either for the district or for certain villages. tions the duties of the clerk of an important urban or rural district council closely resemble those of a Town Clerk when acting as clerk to the urban authority. for example. district. e. Per contra. there are a number of rural or parish powers that can only be obtained by an urban authority by Local Government Board Order. or refuse removal. In the case of a county borough.

or the Local Government Board. but is also not infrequently the accountant. Poor Law. minutes. and none of the higher officers can be dismissed by the local authority except with the Local Government Board's consent. as required of him by the regulations of the Poor Law Commissioners. and keep punctually minutes of the proceedings at every meeting. with two sufficient sureties.230 SECRETARIAL PRACTICE clerk to the district council is The not only the principal secretarial officer. He is authorised to appear on behalf of his council before any are court or in any legal proceeding in which his council concerned. . —The more duties officials are far closely controlled Board than are those municipal service. of and functions of the Poor Law by the Local Government any other class of officers in the The Local Government Board have prescribed the qualificaand duties of all Poor Law officers. Every officer is liable to direct dismissal by the Local Government Board. the Poor Law Board. and to submit the same so entered to the presiding chairman at (2) the succeeding meeting for his signature. each individual appointment must be reported to it and the salary sanctioned by it. The duties of the Clerk to the Guardians are contained in the Consolidated General Orders of the Local Government Board. or relating to the business of the guardians. keep. To accounts. to enter the said minutes in a book. He must also give a bond to the guardians. and from time to time to produce all check. and in the case of the more important posts. and examine all accounts. The (i) duties of this office are as follow : To attend to all meetings of the board of guardians. conditioned for the due and faithful performance of the duties of the office. Poor Law. and a practical knowledge of accounts. tions No person is eligible for this office who has not reached the age of twenty-one years. and it is necessary that he should possess a general knowledge of the laws relating to the relief and manage- ment of the poor. boob books and other documents.

and the nonresident poor account. and to preserve the same as well as all orders of the Poor Law Commissioners. or intrusted to him guardians. or the Local Government Board. certificates thereto. for the payment of money. and to prepare all bonds or other securities to be given by any of the officers of the union. together with copies of and letters. and send all notices required to be guardians. and to see that the same are duly executed. the Poor Law Board. posted in his ledger to the end first of the preceding quarter. of the guardians according to their directions. letters received. To countersign all orders legally made by the guardians on overseers. and to take the directions of . To ascertain. to lay before the guardians. the Poor Law Board. and to make. or some committee appointed by them. the balance due to or from the union. (8) At the meeting of the guardians in each quarter. and documents belonging to the union. the non-settled poor account. and to (4) by the make all necessary copies thereof. with any which may be in his auditor at the place of audit and and in such manner as by the (3) regulations of the Poor may be required Law Commissioners. custody. by any order of the Poor Law given to the Commissioners. and to summon such meetings accordingly .WORK IN RELATION TO LOCAL GOVERNMENT and the bonds relating of 231 such books and documents. and to enter the same in the minute book. papers. To receive all requisitions of guardians for extraordinary meetings. and all the Local Government Board. (6) (7) Government Board. To prepare all written contracts and agreements to be entered into by any parties with the guardians. before every ordinary meeting of the board. books. and to see that the same are duly executed by such (5) officers and their sureties. to the district at the time any officers. together with the necessary vouchers. all letters and sent. and all orders legally drawn by the guardians upon the treasurer. or the Local sign. the Poor Law To peruse and conduct the correspondence Board. in account with the treasurer.

or which the Local Government . or Central Criminal Court. or the Local Government Board. and to report to the guardians any neglect or failure therein which may come to his knowledge. or to any other business of the union. the administration of the laws for the relief of the poor in the union. the instructions requisite the (n) To conduct all applications by. the guardians to any justice or justices at petty or special sessions. to perform and execute. To prepare and transmit all reports. or of the guardians give and. all other proceedings at the said quarter or general sessions. or on behalf of. and requests for payment. and to state in every account so transmitted the names and classes of the several paupers to whom the relief in question has been administered.232 SECRETARIAL PRACTICE the guardians respecting the remittance of cheques or post-office orders to the guardians of any other union or parish. which are required by the regulations of the Poor Law Commissioners. Within fourteen days from the close of each quarter to transmit in by post all accounts of relief administered the course of the preceding quarter to non-settled poor to the guardians of the unions and parishes on account of which such relief was given. without charge for anything beyond disbursements. or the transmission of accounts due from (9) other unions or parishes. all legal business connected with the union. Local Government Board. answers. to prompt and correct execution of all such orders and directions. so far as for may be. and if he be a solicitor. or out of sessions. or relating to. suits (12) and other proceedings in the superior courts of equity. Hie Poor Law Board. <>r returns as to any question or matter connected with. or in which the guardians shall be engaged. actions and other proceedings in the superior courts of law. and parliamentary business. except prosecutions at the assizes or quarter or general sessions. (10) To communicate engaged all to the several officers and persons in the administration of relief within the union orders and directions of the .

The clerk is the proper person to have the legal ' ' custody of the books and accounts of the union. or any other. As regards the official correspondence of it is ' the guardians. when called upon by the officers of any parish in the union. in cases of removal of paupers. guardians. To conduct duly and impartially. To observe and execute all lawful orders and directions of the guardians applicable to his office. he must attend and produce all ' books. or any of their inspectors. which may be ' required of him. may lawfully require from him. documents. the following observations are ' reproduced from the Local Government Manual : ' courtesy of the publishers. and papers in his possession. to attend. ' justices ' are applied and give evidence in cases where orders of removal for. to to be observed that the special clerk of is not ' required of wait for the directions the board guardians to answer letters involving transactions of mere routine business. and not to his duties as an But if an officer be subpoenaed he must officer of the union.WORK IN RELATION TO LOCAL GOVERNMENT 233 (13) (14) Board. ' Shaw & Sons ' by the The clerk ' cannot delegate his duty of attending the meetings of the board though the guardians ma}'. and in strict conformity with the regulations in force at the time. to inspect the But he will not be justified in allowing strangers ' ' unless he be expressly authorised so to books of the union or to make extracts from them. before the magistrates in petty sessions as a witness. Messrs. accept the services of a substitute during ' his absence. the annual. do by the board of ' ' ' ' ' ' ' ' It is no part of this officer's duty. It is not part of his duty as clerk to attend before the attend. But if the answer to any letter 'depend upon any decision the guardians may have come to on the matter to which it relates. ' ' ' ' ' . Upon these several duties. the special directions of the guardians must be taken before answering the All letters received and answered must be submitted letter. and if he be served with a subpoena duces tecum. or in any other matter which has reference solely to the business of the particular parish. if of guardians to any other person — ' the}' deem it fit so to do. or indeed of the duty of any other officer of the union. election of guardians.

But he is not bound to act for the parish officers in any of these matters. (3) Where previous communications have taken place on the same subject.234 ' SECRETARIAL PRACTICE and it is to the guardians at each of their ordinary meetings. except returns signed ticating (2) by the clerk. whether reUnion or to any separate parish in it. ' ' ' some special directions must be given by the clerk or the guardians to the parties. He is not ' ' ' them Poor or otherwise . the sale of parish property. the date of the meeting next following the communication. and the day of weekly meeting and where the meetings are held otherwise than weekly. the official number and the date of the last communication to be quoted. and the address of the . of the attesting witnesses. the guardians. respecting the sureties to execute the bond. In official correspondence with the Local Government Board. ' ' ' ' ' ' and information should be supplied as to the addresses The clerk must conduct such of the business of the guardians as relates to the surveys and valuations of parishes. : the following rules are to be observed T (i)J\ o document. Every lating to the subject of communication. All documents which the clerk receives in his official capacity must be laid before the guardians at their next ordinary meeting after he receives such documents. ' the duty of the clerk to read to the guardians at each meeting the official letters he all ' ' ' ' ' and the answers he merely to lay them upon the table for any guardian to read who thinks proper. When the officer does not attend the board of guardians with his Law matters or to any other subject. and the application of the sale proceeds.' execution . (4) The name of of the Union. and this whether the documents relate to ' ' ' The clerk is not bound to leave his residence to witness the execution of the bonds given to the guardians by other officers of the union. to form a distinct letter on a separate sheet of foolscap distinct paper. and he must act upon the directions he may then receive as to answering may have received since their last meeting may have given to such letters. to be ^transmitted unaccompanied with a letter authenit.

if circulated a certain time beforehand. it made Clerk or other chief administrative officer responsible for the work. as far as the arrangements of the postoffice will permit. S. directed under cover Whitehall. unless indeed they happened to be members of the committee from which the business emanated. This procedure not only involved a wearisome waste of time. but left the members of the Council in the unsatisfactory position of having to arrive at important decisions on matters which they had had little or no opportunity of previously considering. and the first improvement was to circulate copies of the minutes beforehand and to promulgate a standing order that. to be placed at the head of all communications from the guardians. members of the Council were left with . when the minutes of corporation committees consisted solely of a list of the members present. At one time. and To the Local Government Board. and when these minutes were submitted for confirmation at the formal meeting of the Town Council. to be. followed by the bare resolutions adopted at each meeting. All communications and packages from the country. London. required that some better method should be devised. ENTERING MINUTES IN LOCAL GOVERNMENT PRACTICE The recording prevail of the minutes of Local Government authorities lines Minutes. Even then. it was the custom for the Town Clerk to stand in his place and read them to the meeting. the minutes were to be taken as read at the Council meeting.W. It of the business councillors was subsequently recognised that the proper transaction and a due regard for the convenience of the who gave so much time to the transaction of public duties. however.— WORK IN RELATION TO LOCAL GOVERNMENT 235 (5) clerk to the guardians. transmitted through the post. cannot perhaps be reduced to the exact which doubtless tion were in and if a close investigawould probably be found that the methods vogue largely depend upon the personal views of the Town amongst joint stock companies. which are directed to the office of the Local Government Board.

with a statement the reasons which led set forth in the committee to adopt the particular views resolutions. when reprinted be inserted actual in At the foot of each the Council minutes. so that any particular resolution may be in to as No. prior to the Council meeting.' The reports and recommendations submitted to each meeting of the Council and the resolutions of the Council passed therecn. setting forth the Council a full printed report of its pros and cons of each particular subject and the reasons which have led It it to the opinion contained in the recommendations attached to the report. should '] brackets '] [' Adopted No. This led to the modern practice under which the actual minutes of the committees are no longer circulated or submitted to the Council. or [' Amended and refers to the adopted No. each committee circulates to the proceedings. resolution as the case may be . instead. It does not of course follow that the Council were led to a particular conclusion on the same reasoning as that ' ' ' forth in the report of the committee. but. The recommendations in the report should invariably be framed in such terms that they may become resolutions of the Council merely by substituting in the Council minutes the word resolved for the words we recommend. shall forthwith become a resolution stand on the but the rest of the report shall responsibility of the committee. . will be understood that each committee continues to keep its independent minute book.236 SECRETARIAL PRACTICE of the the bare resolutions only. and that the report with recommendations is a separate document designed to bring the business before the members of the Council in a more ample and satisfactory manner. and were not provided. the number and facilitates immediate reference to the record of the debate. there if is usually a standing order which provides that the Council agree with a recommendation the same of the Council. Indeed. form together very ample minutes of the proceedings of the lastnamed body. so-and-so of such-and such a date. recommendation. In entering up the Council minutes if it will be found convenient in the resolutions of the Council are numbered numerical referred progression.

its precise language may be taken from the actual minute instead of having to be gathered from the record of the finally the substantive motion as actually amended and debate.] . WORK When of the IN RELATION TO LOCAL GOVERNMENT is 237 it the recommendation of a committee amended will be convenient to minute the names of the mover and seconder amendment.. (Then follows a detailed statement on the subj< We recommend the : That the course taken h\ the Law Committee to securing in requesting Town Clerk to communicate with the Local Govern- ment Board with a view amendment in Part (L) of the National Insurance Bill be approved [Altered and Adopted No. We in have considered the provisions of in this Bill which is now Committee the Mouse of Commons. In either of these events the doors are closed at the expiration of one minute and the names of the members called over by the Clerk and their votes recorded and entered on the books. or to prove it in a Court of Justice. 1911. of : Town The following imaginary minutes the practice of minuting described above a Council illustrate Report of the Law Committee July 10. The question not infrequently crises as to the right of a in which he which often prescribe that the mode of voting shall be by show of hands unless a prescribed number of members rise in their places and demand a division. or the chairman thinks a division desirable. and for this ' purpose it is scarcely sufficient ' merely to use the phrase carried also as a substantive motion adopted should be set forth in terms so that in the event of any future question arising or of its being necessary to send a copy of the resolution to any other authority. to have recorded is on the minutes the way This best settled by standing orders. member voted. Its adoption as a substantive motion must also be recorded. NATIONAL INSURANCE BILL t. 521.

1911. 521. HAY CROP AT BEARDOWN The grass upon the land of the Council at Bcardown is capable of being converted into a valuable hay crop. — Amendment moved by Mr. E. SECRETARIAL PRACTICE Resolved. of the The Chairman Carried also as a substantive motion.— 238 520. Amendment put and declared to be carried. In our opinion there is no doubt that the work of making and removing the hay would be performed more thoroughly and advantageously from the Council's point of view the hay should be carried out the . Jones That the following words be ' added— to and that the Law Committee be requested com- municate with Local Authorities supplying water in the country with a view of obtaining their assistance in securing the desired amendments to the Bill.) a the securing amendment Bill in of National Insurance the be and hereby approved. B.' Committee having stated that he was prepared to accept the amendment. D. or the grass be sold lntender as a growing crop to be made and cut as hay by the purchaser. and that Law Committee Local be requested to communicate with Authorities supplying water in the country in with a view of obtaining their assistance the desired securing amendments in the Bill. mittee the in —That the course taken by the Law Comview to requesting the Clerk to communicate with Local Government Board Part is with (I. A. Resolved. Report of the Works Committee July 19. 1 of —That the the report report be received. and the question arises as to whether the work of making and cutting by the Council's own workmen and hay subsequently sold by tender. Smith and seconded by Mr. On the motion to adopt the recommendation contained in paragraph Xo.

having financial bearings the considered in its above estimate. by their own workmen than if the right to the grass were let and we are of opinion that this course should be The estimated cost of the work during the present year amounts to £869. most favourable to the interests of the and that the seal of the Council be affixed to all documents in the matter requiring the same. submit the same as chargeable 522.) . Jones. Resolved. for adjourning I. That the further consideration of the recommendation of the Works Committee be adjourned until this day three months. that the Works Committee be authorised to accept such of the tenders received as in Council. H.' After debate Motion 523. We have forwarded the necessary estimate to the Finance Committee and recommend That the estimate of £869 to be submitted by the Finance Committee be approved that the Works Committee : .) Against the recommendation (Here set out names. followed. G. and Resolved. 10 . 524.— WORK IN — : — — 239 RELATION TO LOCAL GOVERNMENT to a contractor. be authorised to incur expenditure not exceeding that sum in the making and stacking hay on the Council's . and the Council having divided. That the question be now put. J. by Mr. . Brown ' E. Johnson and seconded by Mr. to Revenue Account. — . land at Beardown of the that advertisements be inserted in the local newspapers inviting tenders for the purchase hay so obtained . F. report be received. (Here set out names. [Adopted No. there appeared For the recommendation 32 Moved by Mr. L. H. seconded by leave withdrawn. The recommendation of the Committee was thereupon put to the vote.] their opinion are report of the The Finance Committee {see page ) is to the following effect The Finance Committee. Smith. —That the Moved by Mr.

however. be submitted to the officer concerned and initialled by him. With many authorities it is the custom to require that the reports of officers submitted to committees shall be in writing. — that advertisements be inserted in the local newspapers inviting tenders for the purchase of the hay so obtained . of course. SECRETARIAL PRACTICE Resolved. that the Works Committee be and are hereby authorised to accept such of the tenders received as in their opinion are most favourable to the interests of the Council. full always available for reference. either the letter itself or a summary thereof should entered. a tedious matter and of the one which apt to induce many busy members to delay . this being a separate document. is as the separate -precis document it only of is required on the minutes. a minuted. however. That the estimate of £869 now submitted by the Finance Committee be and is hereby approved that the Works Committee be and are hereby authorised to incur expenditure not exceeding that sum in making and stacking hay on the Council's land at Beardown . so that no future question may arise as to whether it accurately records his views and advice. will Much the same procedure be found convenient in keeping the minute books of the various committees. that the seal of the Council be affixed to in the all and documents matter requiring the same.. So-and-So of such-and-such a date was read be . Where the volume of business is large this reading is is. It is not infrequently the rule that the first business at a meeting of a committee shall be the reading and confirmation of the minutes of the previous meeting. and a Where. as previously described. note of them should be verbal reports are presented. and this note should. that there will be no report. except. so that anyone reading the minutes will obtain a faithful general account of the nature of the business dealt with. where practicable. 240 524. and where much detail in entering the this is done it is unnecessary to set forth the whole of the report. With respect to correspondence submitted to Committees. it is scarcely sufficient to record that a letter frum Mr. to give too Within reasonable limits it is difficult minutes of a committee.

for adopted the chairman of the committee himself to read the minutes before the sitting.WORK disposed IN RELATION TO LOCAL GOVERNMENT 241 their arrival until this particular part of the business has of. been An alternative course. as the first business of the commencement of the meeting. to state that he has done this and finds they are a true record. whereupon the usual confirmatory resolution can be passed. . and. It is of course to be understood that the foregoing observations are of a general character to and must in all cases be read subject any statutory provisions bearing upon the subject in particular cases. which has been is with considerable success.

CHAPTER XXIV INSTITUTIONS. as regards liability of memjoint limited by guarantee. such apply to secretaries of this because many chambers of commerce. even allowing for acts for 242 cases where the same secretary more than one body. of State to secretaries of trade unions or social clubs.' and. both paid and unpaid. to realise that the served by associations or institutions of all number is large. company secretary will bodies. being registered as companies bers. To some extent as the obligations of a class. are incorporated under Royal Charter. and the responsibility and character They range from Secretaries of their work vary considerably. . ' ' not for profit. according to the objects of the institutions which they serve. SOCIETIES AND ASSOCIATIONS No treatise on secretarial practice would be complete without some general references to the duties and qualifications of secretaries of bodies which are not in the nature of ordinary Local Government joint stock companies or concerned in administration.' In such cases the duties of secretaries of institutions differ materially from those of stock companies' secretaries. of the is but one only to think a moment extent to which business. or under the Companies Acts with the license of the Board of Trade. institutes and trade associations. and depend largely upon special circumstances. For the present purpose it is only necessary deal with those who are engaged professionally. professional and social life kinds. These represent an important section of the secretarial profession. It is impossible joint to estimate the number has of secretaries outside for stock companies.

shipping and other exchanges. .279 °f the latter.: INSTITUTIONS. To collect subscriptions. and the institution may be. instances there are certain duties which are Duties. to the governing body and to record proceedings at meetings act within the rules . secretary is called upon to perform many things for which special attributes are essential. in AND ASSOCIATIONS 243 every town of importance throughout the country. otherwise (6) (7) . to impart . for instance. . which with in Chapter XXIII) has its secretary . In all these all. SOCIETIES There are. social propagandist organisations. hut correspondence. fees. corn. common (1) to The more important include the following To (2) (3) and regulations of the institution and to advise the governing bodies and committees on any question which may arise in connexion with them To issue all agenda papers and notices within the period prescribed by rule or practice To draft and submit reports. Practically every educational is authority (outside Local Government administration. (4) (5) To carry out the decisions of meetings To produce all books. papers or records when required by those authorised to demand them at meetings or . its and Whatever the political same clubs. information. There are some ture. and generally to carry out instructions of governing bodies . minutes. There are 79 City Guilds and similar bodies in our great cities whose Clerks perform duties which are largely secretarial. &c. who must often combine a knowledge of affairs of of the with technical dealt qualifications.119 former and 1. &c. to con. and this list is by no means complete. and some 115 Chambers of AgriculThe Board of Trade publishes a Directory of Associations Employers and Trade Unions. To conduct interviews. employing secretaries with duties quite distinct and apart from those connected with limited liability companies. 145 Chambers of Commerce. charities. applies to hospitals. There are institutes for practically every profession in the United Kingdom requiring secretaries. showing that there are 1.

Adaptation all. the sible for the preliminaries to the arrangements for their proper conduct. In all these the secretary has to take intelligent notes of the views of experts will enable and to record them in such a manner as due effect to be given to resolutions and reports. Departmental Committees or Select Committees the preparation of amendments to Bills before Parliament. formulating the reports of the examiners. bodies the compilation of statistics to the drafting of proofs of evidence be given by selected witnesses before Royal . that an institute exists for the mainhigh a standard of this object technical and professional and that with one or more qualifying ex- aminations are necessary. with or without legal assistance . Besides the conduct of the ordinary business duties of the The secretary of a chamber of size or agriculture largely depend upon the of his office. and the publication or registration of results. This may involve . is.244 (8) SECRETARIAL PRACTICE To act as the representative of the institution or in negotiations ments. the organisation of deputations to . or of memorials or letters to Government Departments and public . the preparation of circulars to^the members. he is largely responholding of examinations. Having pointed out these obvious duties.. &c. Assume. for example. to the special requirements of employers after as necessary in the secretarial as in any other profession or business. with their statutory directions and pitfalls. Acts. Chambers mo^ merce. the secretary usually attends meetings called for the discussion of questions of common interest to members of the chamber on which concerted action may be necessary. as well as questions solely relating to the requirements of particular trades. They include all the matters enumerated above and many others. tenance of efficiency. Commissions. are not in to question here. but as regards the largest of them they are very similar. that the secretary himself is Although it may not often happen an examiner. it is not easy particularise any other which would in a general way The Companies apply to all institutional secretaries alike. body and interviews with government departor to attend congresses and other functions in that capacity. m" commerce and importance of those bodies.

or a system of arbitration in both commercial and industrial disputes. when necessary. he may be called upon to give evidence before Royal Commissions and attend public inquiries. . to keep himself informed on all questions which is may be discussed by the body he serves. Frequently.INSTITUTIONS. the secretary has to attend and address meetings of other bodies with a view to supporting or opposing their action in the interests of his employers. in It is his duty to furnish matter for insertion newspapers. Occasionally. in the interests of his chamber. SOCIETIES members of the AND ASSOCIATIONS 245 Government or permanent officials. to prepare notes and memoranda on any given and generally points for the use of his council or committees. an Employment Register. In some cases he responsible for the issue of an Official Journal and as a for the administration of various special departments such Bureau of Information. and personal interviews with members of Parliament and other persons.

246 . exceptions to this triennial average being : (1) Where. (2) Depreciation accounts.CHAPTER XXV INCOME-TAX ASSESSMENTS ON TRADING COMPANIES The law. in order that he for is abso- Company engaged relief may be enabled to draw up a return as either assessment and put forward such claims for the Acts. administration. the knowledge of which lutely essential to a secretary of a Joint Stock in trading. or recent deci- him the opportunity of pursuing. three years' trading results are not available. Some items which are at present in dispute. which cover a period of years commencing with the Act of 1S42. the Commissioners in their discretion. Return for Assess- The Return for Assessment is required to be made within twenty-one days of demand. and practice of the Income Tax Acts. the business being a new one. and must be based on an average of three years' trading immediately preceding the year of assessment. Accordingly this chapter deals with Income-Tax Assessments under the following heads sions in the Courts. which are subject to now strictly treated as allowance by the commissioners on evi- dence produced and not as a deduction from profit as of right. are of so voluminous and complicated a character that it is onlv possible within the limits of this chapter to treat of a few of the general principles involved. afford : (1) (2) How profits are returnable to tax.

the Commissioners of Inland Revenue altered their instruction on the plea that. which paid in is and to therefore on the recipient. The general interest account requires to be deducted from profit scrutiny. and vice versa if they are less.g. 324) sought to define what annual interest was. tjon by two items. Consequently such items as interest on investments and rent receivable should be deducted. however. necessary analyse or claim account to ascertain the true liability and Sharpe v. interest full to is or from the to bankers. Later. As the account mainly consists of non-annual bills). or other lender and not by the company. Blake (1889. A. if the receipts are greater than the payments of interest in the year. In preparing the Return the secretary should commence with the net profit as certified. brought in as a deduction from the profit after the triennial average had been struck. This assumes that all the interest is annual and consequently paid or received under deduction of tax. interest is it (e. Theoretically.B.INCOME-TAX ASSESSMENTS Besides these 247 Sch. 23 Q. ^ terest on the balance of the account should be brought into statement. and that if evidence be produced to the surveyor in support of the claim It follows allowance will generally be made. that if any interest . Adjust- and then adjust the figures by all ments * adding and deducting. Loans. should a company at the last quinquennial valuation have obtained a reduction in the it would be enabled to average the new and reduced two years at the higher figure when making applica- tion for relief. and debenture interest. by Owners instructions from Somerset House. should be added. but as matters assessment. In general it may be said that interest at varying rates and of Goslings The well-known case for periods less than a year is to be returned for tax by the banker. as the case may be. rent paid. or on assessable interest relief. such part of the revenue account as has already borne tax. figure with now stand. Schedule A as very obvious.D. &c. if the occupiers were lessees or tenants in place of being freeholders. the rent paid would appear in the accounts and as such would be susceptible to be brought The reason for this change of policy is not into the average. until some few years ago the allowance of a deduction of the annual value of premises under where the owners are also occupiers was also. broker.

or capital withdrawn or As to this there a clear distinction to be drawn between. which particularly concern a business carried on by a limited company. or leases. and the withdrawal of capital the nature of return in cash or writing off by its reduction either in and on the other hand . Items of be deducted from the Expense not allowed. buildings. items appearing in the balance sheet as expenditure of capital. but these need not here be dealt with. trade subscriptions trade advertisements collection . Besides these items. the assessments to property tax under Schedule A). otherwise than in the of trade bad debts incurred in respect of trade loans of obsolete losses from dismantlement plant and machinery and depreciation of plant and machinery other than depreciation agreed to be allowed by the commissioners to which reference has already been made. Having thus adjusted the profits in respect of items which have already borne tax. Any sum paid as income tax on profits or gains. there are other disallowances affecting the individual or individuals trading in partnership. 3) not connected with. the trade (Act of 1842.248 SECRETARIAL PRACTICE foreign investments has been received without deduction. . or arising out s. Any loss recoverable under insurance or indemnity. as capital. law charges incurred debts . and then the task commences of adding the list of items not allowed by the Income Tax Commissioners (1) as follows : All sums employed lost. such as charities. on the one hand. (4) (5) 100). . There are. Dealing with these points seriatim (1) : All sums employed lost— is as capital. donations. or on annual value of trade premises or other property other the (in words. the balance should be brought down. . written off as depreciation of land. or are from their nature assessable to tax. or capital withdrawn or (2) Any sums expended Any loss in improvements of premises or of. certain additional items which are to liable be called in question. however. upon such part of the revenue must not assessable profits. and .

sioners are satisfied that the claim (3) is not unreasonable. (2) Any sums expended written leases off in improvement of of premises. is expense for which relief should be afforded him. which they were financially interested. and further it emphasises the fact that it is a claim for allowance rather than a lawful deduction as of right. A. The Act made except or of 1842. dealing with the compulsory payments of a brewing company in respect of tied houses in the meaning of this section v. or buildings. and in respect of which they were obliged by law to contribute a proportion of what is known as the Compensation Levy. adding the words object of this ' deducted for allowance. per contra. 150). and the Revenue authorities usually put a somewhat narrow construction upon .— — INCOME-TAX ASSESSMENTS and loss. or arising trade This the most contentious proviso of all. 865]. profit and concern. and was eventually given far-reaching effect. . out the Any is loss not connected with. goes to show that the interpretation of the Act can be extended.C. machinery. but the recent decision of Smith Lion Brewery (1911.B. and by a legitimate item of reason of which such profits are made. it may be allowed if the Commisof. for buildings or land. 1 Q. s. Coulson (1899). in respect of for the money wholly and expended purpose of such trade. susceptible to triennial average [see Cunard Steam Ship Co. if any.' of entry is The method two-fold the item is not now v. or It is well to enter below the provision. &c. in favour of the brewers) will have a very The argument of the trader will naturally be that any expenditure which is laid out by him wholly and entirely for the purpose of his trade. and wasting . enacts that no allowance is to be Act of exclusively laid out 18 t™ between trade losses and losses which are not trade losses. In these days of competition and identification of interests between wholesale and retail trade it is a matter of some difficulty to draw the line 100. furniture. utensils. and it is generally admitted that this decision (which was carried to the House of Lords. In other words. assets. 249 those items of loss or depreciation properly chargeable to profit which may affect certain floating capital values such as plant. the depreciation of plant. as depreciation land.

whether under Schedule D or otherwise. the case of Gas and Electric Power Companies. ultimate loss accrues. if the company occupies the . classified percentages have been agreed upon as between the manufacturer and the revenue authorities as to in general practice. subject to similar forward for Depreciation. and the position taken up by the taxing authorities in relation Broadly speaking. Any sums paid as income tax on profits or gains or on the annual value of trade premises or other property of this is. no claim can lie in damage which is in effect a loss of capital. loss is But if the fire destroys a building or fixed plant and such respect of (5) not covered by insurance. any. In relief in respect of depreciation of wasting assets. or under- writer the loss non-existent and no claim can it is If. While dealing with the subject of plant depreciation. the loss sustained by the removal of plant and buildings is regarded as a capital loss. in respect of the annual value of premises occupied by the owner and for which tax has already been paid under Schedule A. notwith- standing the existence of a policy. but be met with in every it direction. anomalies are to what constitute wasting assets. the view The meaning being apparently that for purposes of return to assessment the tax Triennial an appropriation of profits and not a charge. are an expense to the trader. and pro- bably some other descriptions of manufacture. and generally it will be found that surveyors refuse to allow it. may be useful to refer to the question of dismantlement of machinery thereto. Having arrived at the taxable profits on the basis of a triennial average minus Schedule A.— 250 (4) SECRETARIAL PRACTICE Any a loss loss recoverable is under insurance or indemnity If recovered from an Insurance is Company lie. having been dealt with by adding is The them to the profits for assessment. any claim that may be put assessable return. the total so obtained if is subject to a deduction. items. An average This figure is the is struck by dividing the product by three. they are not so regarded by Somerset House. should such tion loss consist of trading stock is a trading loss and a deduc- allowed. and the result in is then added to totals obtained manner for the two preceding years. more or less clearly defined as being items not allowed by the Commissioners. that although charges to income tax.

24 (2) of the the profits the profits titled to in existence for less than three Finance Act of 1907 provides that where of a particular year fall short of the average of which or gains are to be taken. s. to the surveyor. and as to amount contrary to the provisions of the Income Tax Acts. repealed section 133 of the Act of 1842. Rule 4. instead upon the profits computed by average. or admitting the " specific cause " profits (if it be a direct charge against as a deduction and incidental only to that particular year) in full instead of a third thereof. ioo. By the sioners. the Act of 1842. provides that if it be proved to the satisfaction of the Commissioners that the profits have fallen short from some of " specific cause " since the change took place. s. against an assessment either to the general or special commis- The appellant must give ten days' notice in writing There is no need to make a detailed statement of the grounds of appeal when a return has already been made. regulating the method of computing such assessment. the secretary will send the return to the surveyor of taxes for his district together with a copy of the last profit and loss account. or a succession to a business which has hitherto been carried on as a private partnership. he could drop the first year and substitute . relief obtained. it at the same time off. Claiming Relief - It is desirable to register this communication. In like manner. Act of 1842 (ss. stating the grounds of the appeal. 118 and 130) appeal may be made Appeals. It should not be overlooked that while the Finance Act of relief 1907 afforded the that if above mentioned. A very succinct and summary method is to state that the assessment has been made without regard to the company's return. which was to the effect the tax-payer found that his profits had fallen instead of using an average of three years immediately preceding the year of assessment. the tax payer shall be en- be charged on the actual amount of the profits.INCOME-TAX ASSESSMENTS ciation of wasting assets 251 business premises as freeholder. and minus the claim for depre- computed on the experience of the year preceding. may be This relief may be granted by either (1) abolishing (2) the triennial average for the purpose of such assessment. where there has been an amalgamation of two or more businesses. 1842-1912. Where a company has been years.

but a difficulty is frequently found in substantiating a claim is Commissioners the expenditure an inordinate amount. Keen & Nettlefolds v. failed gave relief to the taxpayer on falling profits. the argument being apparently that where the expenditure is so large as to create. and subscriptions to a hospital or charity to which the company's employees are is admitted if in ill-health. it is difficult to say on what grounds the refusal to make it could be contested. There i. there are other donations and subscriptions to which the same considerations do not apply. Such are donations to a charitable list through the medium of an individual who is a valuable customer. to subscriptions to trade societies. large With respect to the first item it may be said that while a amount of money is frequently given in charity by the directors of a limited liability company (especially where the capital or. which it may be fairly contended is not a proper charge against the business. . 3. An As allowance in respect of the last-named now made by the Commissioners. Trade advertisements are generally permitted within reasonable limits. an allowance is not generally conceded. and debts incurred in respect of trade loans. Trade advertisements Law Bad charges incurred otherwise than in the collection of . donations. 1 K. 713). and trade subscriptions .252 SECRETARIAL PRACTICE and thus on the new average he could the profits the year of assessment. still remain four further matters likely to cause dispute : Charities. to give a corresponding benefit to the revenue should his profits be on a rising scale. or is made for the if in the opinion of the of 1 Mir pose of creating. trade debts 4. Fowler (1910. obtain a levy more commensurate with earned.B. subscriptions to a manufacturers' union for the purpose of primarily preventing adulteration or infringement of trade marks. goodwill. it is a capital expenditure within . the ordinary shares are held privately). 2. actually The reason assigned whereas it for the repeal of this section was it that. and in view of the judgment in Guest. in particular.

the appellants. and that any expense incurred in the protection of property.e. [see in the course of the business. or any other matter whatsoever. as income tax is is an improper one so far concerned. attempting to differentiate between different classes of loans.B. i.INCOME-TAX ASSESSMENTS the meaning of the Act. in connexion with a memorial as to the expenses of issuing debentures.B. Saville Bros. bad debts incurred it in connexion with trade loans. rent due.e. in the Courts governing this matter. are the deduction claimed. With respect to reserve funds. in respect of loans granted to customers. . 253 There does not seem to be any decision Law been charges incurred otherwise than in the collection of (i. and more will probably be heard of this matter. although where such reserves are made or have to be made for the purpose of the renewal of a wasting asset and can be shown to be calculated with due regard to the life of such asset. (1901). issued in 1896. might possibly hold good in respect of law and other charges incurred in the renewal or re-issue of mortgages. trade debts for goods sold) is attacked by surveyors. however. v. who were brewers. it is believed that is only in sistently refused to permit as a deduction connexion with the brewing trade that the Revenue have perfrom profit and loss bad debts incurred In 2 Q. 349]. no allowance is made by the Income Tax Commissioners in respect to a reserve for whatever object. obtained a decision of in their favour on the point that the lending money was an adjunct of their business. As to the last item on the list. They are considered simply as an appropriation of profits and consequently have to bear tax as such. The decision of the Treasury. it appears difficult to differentiate between such reserve and depreciation actually written off. the case of 1). Generally speaking the secretary of a company should steadfastly refuse to pay tax upon law charges properly incurred attempt to obtain an asset 2 K. the recovery of a mortgage debt. and they were therefore entitled to The Revenue authorities. Reid's Brewery Company Male (1891. with the exception of those paid in purchasing an asset or the Southwell v. They an item which has lately affirm that they have instructions only to allow law costs incurred in proceedings to recover the price of goods.

Re (1897).B. 34 Astley v. 151 68 L. T. R. . . 704.-Gen. 7 B. T. . T. 656. 00 Australian Estates & M 1 Ch. Isaac's Case (iSy2). Munnings (1827). Riche (1875). . Ch. . . 2 Ch. . . Q..L. . . . . R. 184 39 L. J. 882 29. T.. R.. J. 7 H. 376 54 L. 417 Alma Spinning Co. J. 118 Attwood v. 210 z6. Ashbury v. 121 17 W. 546 Adair v. 29. T. 10S 179 Artisans' Land Corporation (1904). 1 Ch. 366 53 Sol. T. Ch. Ch. Jo. Ex. 46 W. L. T. R. J. 64 . 600 66 L. Re. A K. Ch. . 322 8 Mans. R. 34 Aldborough Hotel Co. . R. J. . 4 Ch. 1 K. J. . 452 7 . 16 Ch. 34 45 W. . 309 49 W.. 481 66 L. 609 677 78 L. . 321 Anglo-Austrian Printing Co. Re (1870). 6 Mans. 414 102 L.. 246 76 L. 51S. . 339 358 16 Mans. Anglo-Argentine Tramways (1909). .Mans. R. 424 50 Alexander v. 167 29 W. YYardle (1889). 306 84 L. Gas Meter Co. . . J. 25 T. 43 L. X. 400 69 L. J. t. Ch. New Tivoli (1899). (1901). . (1908). R. Watson (1885). R. : .B. 12 Mans. 1 69 L. Ch. 202 v. .. 133 . (1900). . T. 431 15 Andrews v. . 185 33 L. 458 17 Mans. . 428 16 48 W.|7 W. . 72. 56 82 L. . R. 82 L. 132 26. 75 783 77 L. 100 L. L. .. R. . . 985 54 L. 98 581 161 52 W. Ch. T. J. 681 50 L. 361 66 L. 2\ . J. R. T. .APPENDIX A TABLE OF CASES PACE Old Bushmills Distillery Co. 1 . . 1 Ch. J. 30 Ch. . v. T. & M.' . 117 Arnot v. 23 5 T. 326 119 79 L. R. 61 L. J. 2 Ch. 734 175 Att. 518 70 L. 95 48 W. v. D. Automatic Telephone Co. 620 71 Amalgamated Syndicate. 254 . 796 73 L.25. . W. 541 Atkins v. 1 . 653 44 L. K. 451 24 \Y. R. . D. 266. 63 79 L. . R.11. 1 Ch. * Ch. L. . T. R. J. Ch. . . United African Lands Co. . J. L. Ch. (1897).B. 377 61 L.. . Ch. J. Allen Gold Reefs Ch. Bottomley's Case (1881). Ch. 593 158 40 W. . . 90. T. Re. 339 71 (1900). App. 2 Ch. . 27 33 W. 330 Ashbury Railway Carriage Co. Ch. 58 L.

. 6S9 Bellerby v. T. 392 84 Bishop v. 5 B. . . Godfray (1830). J. . . R. River Dee Co. J. 45 S. 276 73 L. 253 76 L. v. Re (1901). J. 363 14 L. T. . . J. . 10 Ch. Re. 587 170 3 Com. . . T. . 291 74 Bertram v. . R. 118 5 Mans. (1902). 2 K.C. Q. 25 Q.. 582 9 Mans. . 396 63 L. 378 Filter Co. Re New British Iron Co. 431 71 L. 65 9 B. . . 95 119 52 W. . 541 14 50 W. 249 16a . 65 L. .B. Ch. 100 L. R. . R. R. . v. . D.B. . R. 651 13 Mans. 499 . . . Bahia Railway. . 986 (1898). . . . 285 Beckwith's Case. L. 1 Ch. 8 49 W. L. T. R. Ford (1897). v. 879 37 W. 353 71 L. 39 L. . Hodgson (1892). & R. «oo 36 Bechuanaland Exploration Co. 1 Ch. App. Ch. 467 126 16 W. Q. 512 59 L.B. . 66 L. R. Balaghat Gold Mining Co.. . J. 449 37 Bodega Co. L. L. (1888). 178 69 L. 245 61 7 T. 46 W. 156 . 667 16 S.APPENDIX A Automatic Self-Cleansing 2 Ch. J. Re . Ch. R. 65 Ballachulish Slate Quarries v Bruce (1908). Jo. . . 3 Ch. . L. J. 1 Ch.B. J. L. 2 Ch. T. .B. T. 591 . 584 . K. 1 Ch. 99 565 56 Bloomenthal v. 625 17 T. R. R. . T. 549 36 W. 60 . . 34 . R. (1870). T. R. . T. Co. 295 9 Mans. 658 79 L. Tomkinson (1893). 38 Ch. 148 in Bond v. 246 50 W. . . 594 ip. 27 7 R. J. T. . 381 185 Betts & Co. Davis (1826). .C. L. A. 35 L. T. R. L. 671 71 L. 23 L. 168 Bell Brothers. J. v. 78 L.B. 198 89 L. 521 97 Binney v. J. & S. 63 L. 844 Bainbridge v. T. . . T. (1883). 754 57 L. ex p. 255 PACE 75 L. Macnaghten (1910). (1890). 213. J. 270 14 T.B. 115 70 L. 324 67 L. . R. 37.B. 598 42 W. . A. . T. T. . 462 60 L. 3 Q. Re (1901). 862. J. R. 356 1 Mans. 94 L. 566 18 T. 121 49 W. 69 18 T. Cuninghame (1906). . 2 Q. R. (1898). 5 Ch. 12 Mans. 155. A. 665 70 L. (1866). 437 22 T. 169 91 L. 204 37. T. Barrow Haematite Co. 8 37 L. 922 25 T. 82 83 L. 100 547 Baroness Wenlock v. . 105 118. . . 284 64 L. Q. 164. 376. 346 . Re (1868). . R. . T. 552 207 53 Sol. Salisbury Jones' Case (1894). 134 1 R. . '. 86 L. 86 L. 11 Mans. 675 (n) 12 Barton v. London Trading Bank 67 L. 132 Baglan Hall Colliery Ch. 601 39 \V. 41 21 T. . . 205 45 W. 18 L.B. 18 W. Q. Ch.C. J. 660 85 Balkis Co. . . L.. Dorabji (1905). P. 458 58 L. Rowland & Marwood Steamship Co. Ch. Ch. R. . . R. J. Re. . Cas. 36 Ch. T. J. L. Ch. (1902). 812 74 L. D. 1 Knapp P.. Balkis Co. D. . . L. . 8 Mans. Ch. T. Ince Hall Coal Co. T. J. R. 185 7 D. 48' 219 Bank of England v. 866 85 L.C.C. Ch. 430 79 L. J. R. T. North Staffordshire Rly. 1 Ch. Ch. 504 117 Bombay Burma Corporation v. 41 Ch. & C.C.D. 156. 249 694 Bolton & Co. Smith (1889). R. 828 187 Bank of Syria. Re (1904).

.D. 100 94 L. 191 Capital Fire Insurance Association.. T. 212 Borland's Trustee v. T. v. . . 3 A. 5 Ch. 148 75 L.C. Ch. 96 13 13 . 17 553 Burton v. . Hay's Case (1875). 123 25 . 241 9 Mans. 279 70 L. 1 Ch. P. 118. . T. 421 Bridgewater Navigation Co. 2 Ch. . R. (1901). Co. R. Steel Brothers (1901). 44 L. R. . . L. Ch. 941 47 L. .B. Ch. 371 44 J. 593 33 L. 68 L. Re (1875). 549 184. 209 52 L. L.C. 466. R. 2 K.C.C. Baily (1906). T. 134 37 W. . Ch. Back (1906). T.T. . . 5 C. .C. . T. 4 A. 1 75 L. . 308 Burland v. D. R. 667 British Equitable Assurance Co. 120 17 T. . 339 Cairney v. 191 15 W. . 439 73 L. J. . 291 15 L.C. 398 54 W. Fuke (1906). R. .. in 14 Mans. 196 97. R. T. 61 57 L. 413 66 L. 126 . 12 A. J. . J. 591 99 15 Mans. R. . Ch. 519 22 W. 83 85 71 L. Pearson's Case (1877). 12 T. 618 336 46 L. 162 17 T. T. 88 L. J. 52 Bryant. A. T. 30 Canadian Oil Works Corporation. K. Van Tienhoven (1880). L. App. . R. R. Ch. Ch. Ch. Re. 37 L. Re (1888). R. 316 42 L. 13 94 L. v. 179 . J. Borax Re 169 34 .C. 546 62 L. R. 2 Ch. J. 326 83 L. T. J. 714 v.256 SECRETARIAL PRACTICE tace Co. . Ch. 115 23 T. P. App. Re (1889). T. . . 117 25 W. J.. D. E. P. . . 70 L. 1 Ch. J. J. Ch. 106. . 14 A.. J. 1004 48 L. 344 49 L. P. 621 1 Meg. Bevan (1908). Ch. 62 35 W. Re (1897). . 68 A. 84 160 . 51 49 W. J. 26 91 . 272 342 Byrne v. & Sons. . J. T. T. 31 L. Rr (1SS2). Powis & Bryant v. 364 56 L. J. 721 117 24 W. 170 41 W. Earle (1902). . Ch. R. . 122 C. 643 Brinsmead & Sons v. 73 152 British Medical Association. . 290 76 L. 1 50 W. Bradford Banking Co. Re (1867). App. 13 Mans. . . 159 638 49 W. 405 107 Campbell's Case (1873). Boyd (1903). 2 Ch. . J. 21 Ch. R. R. Re. 20 30 W. 45 Boschoek Proprietary Co. 525 59 L. Briggs (1887). 2 Ch. La Banque du Peuple (1893). 42. . Ch. Brinsmead (1897). L. 197 67 . 401 Bridport Old Brewery Co. 118 . R. 113 29. Re (1907). L. R. 50 Caerphilly Colliery Co.. 1 . T. J. R. . . . 29 56 L. R. 116. 600 Buchan's Case (1879). J. 631 Brinsmead. 458 76 L. 9 Ch. 10 Ch. 763 31 51 W. Ch. 874 59 L. 39 Ch. 1 43 L. Ch. 58 22 T. 1014 204 96 L. . . J. T. L. R. 359 22 T. J. . R. . D. . . P. Bulawayo Market 673 . 667 Burkinshaw . J. T. 1 29 L. 746 75 L. . 261 13 Mans.C. Nichols (1878). 45. 1 Ch. Ch. 773 23 W.B. 122 38 W.. . . 819 39 L. 100 British Asbestos Co. . 240 77 L. 35 22 T. 26 W. . T. L. A. J .. . R. v. 776 Cambrian Peat Co. 372 . 61 L. v. T. 163 L. T.C. . . . Ch. . R.

R.APPENDIX A Caratal New Mines. 375 43 W. 50 W. s . . 699 601 118 50 W. 4 A.B. 209 58 L. 1 Ch. . 218 Ch. 46 80 L. 8 El. (N. J. (1891). . Ch.B. 41 L. 215 199 Colmer. J. L. 11 A. R. . 9 Jur. 323 53 L. . 299 Concessions Trust. 78 L. 298 56 Consort Deep Level Gold Mines. . 1 Ch. 257 PACE 108 Caridad Copper v. 648. 411 n7 Cawley & Co. D. Dalton (1892). R. 739 39 W. Re (1897). Ch. T. 300 45 W. R. Thompson's Trustees (1862). . 524 66 L. 705 43 Compagnie de Mayville v. Q. . K. . K. 554 80 L. . 44 71 L. 441 Compagnie Generate. . Ch. 2 K. Re (1895). . R. Ch. L. T. Smethurst (1909). 323 26. R. 647 27 L. J.B. 51 L.B. J. Re (1907). 71 L. Ch. Re. 865 68 L. 1 Q. 189 25 L. 326 249 Cyclists' Touring Club. . T. 704 \ . (1882). 575 66 L. 42 Ch. 227 Cork & Bandon Railway v. 900 25 W. 426 19 Mans. 555 72 County of Gloucester Bank v. 640 \i (1902). 122 79 76 L. \:\ 6L. 353 28 W. 532 73 L. 251 61 L. . 565 Carriage Supply Association. W. 26 41 L. 4 Macq.) 85 198 Cunard Steamship Co. \ . . 38 L. J. (1895). D. Re (1884). v. . 100 L. 708 197 17 Coalport China Co. 86 103 L. n 37 W. 269 76 L. 1 Q. 1 Ch. T. 343 Colonial Bank v. T. . . . 601 7T. T. 465 14 654 Chatenay v. 133 632 37 Collen v. 34 3 Mor. (1871). McKay's Case (1896). London & County Land Co. Ch. . 410 22 L.. . Ex. T. 198 17 Jur. 223 122 Cox-Moore v.B. . . 404 64 L. 426 56 L. J. L. .. 633 27 L. . Peruvian Corporation (1908). R. . T. Ch. J. . 512 71 Clark v.S. T. 909 3 Mans. I .B. 2 Ch. J.B. 7S 470 35 L. D. J. .. . Brazilian Telegraph Co. 757 219 Clarke v. 191 77 L.T. T. Re. R. 1 Ch. Re (191 1). . Goode (1853). Q. 274 75 L. Re (1889). 451 629 72 L. . J. 66 L. T. . T. Ch.. J. 780 17 8 Dalton Time Lock Co. R. 1 K. 35 45 W. 788 121 65 L. 183 2 Mans. J. J. Re (1869). R. . . 13 C. L. R. 207 55 L. . 295 185 63 L. 462 60 44 W.B. . C. 927. . 1154. 827 1 W. .B. 64 L. Campbell's Case (1876). 166 106 L. Re (1902). . 65 China Steamship Co. J. 38 2 Mans. 18 Mans. Ch.) 447 73 Cloughv. 1 Ch. W . C. 440 81 L. T. L. Somervail (1879). 28 T. T. 437. .C.S. J. 286. (N. 89 Coasters Ltd. Ch. & N. . J. R. 1 Ch. . (1912). Coulson (1899). . . Ch. Ch. J. L. . R. 883 18T. 17^ 23 T. 729 44 W. . . . 615 5 Jur. 52 96 L. T. 498 87 L. 285 158 Cullen v. Hart (1858). J. T. 611 15 Mans. H. 220 14 Mans. 27 Ch. .B. R. T. T. Ch. 1017 19 S. . . 633 1 Meg. . . . 572 9 Mans. Wright (1857). . C. R.P. 362 34 W. Ch. J. Whitley (1896). 4 Ch. & Bl. 757 65 L. 604 169 98 L. 870. 20 R. . Rudry Colliery Co. 568 74 L. R. 2 Ch. Re (1897). J. 9 R. . L. . 2 Ch. 692 Chapman v. 7 Ex. 79 60 L. 486. J. R. 1 Ch. Ch. West Calder Oil Co. 12 R. 33 W. Q. Rly. L. . 710 12 R. 326 76 L. T. Swallow 86 L. J. Whinney (1886). v. 6 H. T. . . . 1 Ch. R. T. T. . J. 34 63 Cuff v. . C. . R. 387 Cree v.

12 . R. 1 Ch. R. L. T 678 35 W. 633 27 T. 134 Edgington v.) 162 44 L. J. 755 46 W. .B. 91 Derry v. 673 45 J. 150 79 L. . . Ch. . & Ad.) 231 13 W. Williams & Co. 205 Doward. (1880). 14 A. 155 29 W. 252 Dent v. T. 141 190 43 L. J. Marsh (1871). 103 L. 1 Ch. 14 W. 6 T. 2 K. 29 Ch. T. 32 Discoverers' Finance Corporation. Nunn (1879). K. Merryweather (1S64). J. 911 Edmonds v. 671 Dunderland Iron Ore Co. 47 48 W. T. Re (1909). T.. Ch.B. 372 47 118. Jo. T. T. Jo. 810 191 40 L. 312 101 L. R. R. L. Re (1903). 316 195 Drew v. I . 24 50 L. Q. Williamson (1898). 445 Dominion of Canada General Trading & Investment Co. London Joint Stock Bank (18S7). R. . .B. 569 55 L. 826. Lindlar's Case (1910). 775 . . R. T. . 123. Mellon (1880). L. . . L. . P.258 SECRETARIAL PRACTICE PACE v. 216 Easton v.C. Re (1900). J. . 163 80 L. 392 4 Mans. 508 77. 119 14 T. 337 58 L. Bennett Brothers (191 1). . 148 Dexine Co. R. . 527 37 7 Mans. J. 65 S . .B. 224 16 Mans. 2 Ex. 791 29. D. 102 108 . 194 67 L. W. . R. T. M. East Anglian Railway 11 C. 648. Ex. .. R. 1 Ch. v. Imperial Gas Co. (1890). J. 33 265 54 J. . 347 (n. T. 501 82 L. R. 1344. 193 54 Sol. v. R. |. J. London Tramways Co. Ch. . 238 71 L. 1 Ch. 591 27 W. 463 .B. . . R. . C. . 1 Meg. L. 16 Ch. Jo. J. T. N. D. Ch. Foster (1876). 369. R. •\ \Y. J. 26 T.B 699 78 L. 37 120 13 L. & C. 175 R. 105 L. 344 162 50 L. 754 19 24 L. . J. 49 118 Dutton v. 220 Ebenezer Timmins & Sons. Fitzmaurice (1885). 82 88 L. 18 T. 291 287 53 Dixon v. 6 A. 4 Q. T. 864 61 L. T. T. 249 East v. 30 Debenham v. Dickson & Co. 152 83 L. 626 v. 27 T. R. (1833). 3 B. . Q. D. 19S 91 . Eastern Counties Railway (1C. 100 L. K. 474 8 Dawson v. . 292 196 38 W.B. . 132 77 L.C. Brigstocke (1911). . . 833 69 L. J. 46 W. 21 L. K. L. . 125 1 L. . J. . .B. 2 H. 294 10 Jur. 1 Ch. W . Re (1902). . 368 V v. T. Q. 1 Ch. Ch. J. . 571 169 Davison v. Kennaway (1900). . 92. K. 34 Ch. 55 Sol. . J.B. T. K.B.B. D'Arcy Tamar Railway .'?'. 192 (n. 33 W. R. 968 4 H. . . T. 67 168 237 Dunstan v. 125 121 8 Mans. Gillies (1879). T. 6 67 L. Re. W. Ch.D. . T. 661 68 L. 16 Ch. 80 L. Ch. (1867). 2 Q. 42 33 L. . African Trading Co. 470 14 . Q. . 190 44 L. . 361 40 L. . 145. Davey . . Peek (1889). P. . R. L. (1898).S. . 450 53 L. Ch. . iS Mans. 56 L. . 446 78 L. & M. N. J. Ch. . 92 (n. (N. D.B. L. J. 6 Q. 894 55 Sol. R. L. 158 36 L. 47 50 W. R.P. 103 East Pant Du United Lead Mining Co. 600 16 T. J.) 50 L.) Dawnay. 23 16 Jur. . 45 L. . ]. . K.

. 567 40 W.C. . 121 . 12 M. J. L. . 3 Ch. P. . 170. 406 41 W. 502 28 T. R. Ch. 1 66 L.1 APPENDIX A Eley v. 62 L.B. J. R. 711 88 L. 257 53 L. R. . R. Q. . 40 Ch.. . J. J. T. . 1 Ex. 191 72 L. T.. 338 45 L J. 65 L. & L. 45 13 . . . L.B. Loma Gold Mines (1897). R. Gee Lane . Ch. . 589 Follit v. 2 Ch. . J.58 English. &. . s 2 . (1876). . Bates (1843). . 3 Ch. 86 Exchange Trust.C. 142 81 L. 544 Frost & Co. A. 217 48 L. T. . . Scottish & Australian Bank. R. 40 W. 174 519 Florence Land Co. Ch. . 685 73 L. Faure Electric Accumulator 58 L. . 184 76 L. J. 2 Ch. 400 13 L. . 751 53 W. 305 70 L.. K. 117 71 L. 351 17 T.. 400 Garden Gully Co. . T. R. Brunton (1892). . Black & White Publishing Co. 1093 France v. 298 28 T. 86 31 W. 207 80 L. 8J 24 W. Fisher v. 387 73 .B. 174 84 L. 163 161 . 39 L. 184 19. . 499. T. T. Re (1899). J. (1912). 206. 317 45 W. 199 76 J. ^ 89 71 R. (1901). D. Ch. Smith (1891). J. K. J. 175 49 W. L. v. 537 . 3 Ch. . . D. 17 108. 196 General Auction Co. T. Galloway . L. 116 1 Meg. 11 Mans. 73 7 Mans. 20 T. . 451 34 L T.B. 188 16. . . Ch. Ch. Larkworthy's Case (1903). Schill. Ch. 56 10 Mans. T. 310 8 Mans. 24 W. . McMahon (1900). Ch. . Cash (1907). T. . Re (1893). . 88 7 Jur. 466 50 L. 1 Ch. 411 Fuller v. R. . 746 56 v. 136 700 67 L. 75 61 L. (1882). Kckewich (1912). 744 . 109. 99 Finance and Issue v. 141 Ch. 2 K. . . 190 23 English & Scottish Investment Co. J. 715 16 T. J. T. 19 Mans. 48 59 L. 752 19 Mans. R. 21 Ch. 1 Ch. Re (1888). Clark (1884). 385 62 L. Ch. 10 Ch. D. 349 50 VV. 1 Ch. 56 Sol. . 259 PACK Positive Life Assurance Co. 169 167 193 64 . T. . Ch. L. 218 9 Mans. 38 . Jo. v. 1 Ch. R. 226 1 D. 807 Fine Cotton Spinners v. 236 39 L. 530 48 L. Re Exchange Banking Co. . J. . 2 Ch. Ex. 133 169 4 K. Flitcroft's Case. 667 Foster v. Ch. Ch. Cavanagh (1902). 670 . Canadian Produce Corporation (1905). . T. . J. 849 48 W. D. . 26 Ch. 52 L. R. J. 52 81 L. R. T. R. J. 354 81 L. 585 32 W. J. . Re (1878). 2 Q. 268 2 R. 106 72 . W . D. R. R . (1812). :o6. McLister (1875). 1 Ch. T. 918 37 W. 408 . 825 69 L. Ch. Eddystone Granite Quarries (1892). Re. Ch. 97 L. R. 165 723 George Whitechurch v. . J. Ex. Co. W. 173 69 L. R. 39 Fruit & Vegetable Growers v. 400 85 L. 432 60 L. 1 68 L. East 592 193. . R. R. v. v.I3. J. 574 42 112 4 Ernest v. . 47 . . 11 75 L. . Seebohm & Co. T. 37 91 L. J. 1 A. . 412. T. 137 27 W. 15 .

T. . 1 K. 669 90 L. 2 Smith 79 1 Taunt. 446 61 L. 179 Goslings & Sharpe v. 643 65 L. T. T.B. . . 987 35 L. J. 231 Greenwell v. . . Belilios (1901). J. 169 51 L. 126 49 W. 563 Gunn's Case. 91 . 717 46 L. 129 L.C. 10 Q. 126 8 R. 5 Ch. Briggs (1910). T. 5 H. Robarts (1876). 1 A. 476 45 L. J. . J. L. T. D. . . T. . 325 43 W. 398 Hamilton v. 748 24 W. L. K. 523 37 L. . 26 L. R. App.C. 3 Ch. v.B. " . 85 L. 141 Grosvenor Bank v. Eastern Counties Railway (1855). 589 63 L. 81 66 L. 251 T. Francklyn (1890). . 311 37 W. 2 Ch. 837 L. T. 10 73 L. . v. Re Universal Banking Corporation (1867). R. T. . L. . Ch. J. T. .C. Ch. . 32 L. 349 . 97 Guthrie v.. . 2 Meg. 3 Ch. 559 Glossop v. R. 50 . 324 58 L. App. 244 101 L. 5i 1 . 628 1 D. 2 Ch. 396 Gilbert's Case. 902 75 L. Blake (1889). j . 209 Harris's Case. 81 23 W. C. R.B. . T. 621 W.C. . 185 . 119 171 . Ch. Porter (1902). 1 Ch. 23 Q. 46 472 59 L. 247 169 116 . Ch. Paget (1877). T. 587 41 L. Burnand (1904). Ch. . R. 353 Great Northern Salt & Chemical Works. 5 B. no 121 24 .2 6o SECRETARIAL PRACTICE PACI . . 361 26 T. 40. Q. Manila Railway Co. R. T. P. . & A. 44 Ch. Ch. . 32 73 11 Mans. R. . . 901 54 Sol. T. App. J. J. 1 Ch. . 24S German Date 15 . J. 690 Hawkes v. 713 79 102 L. . 102 75 L. 243 L. Ch. 6 Ch. 493 25 W. R. .C. & R. 9. . R. 246 97 L. Jo. L. R. 163 Guest. 329 44 L.B. 196 Halifax Sugar Co. 18 W. 938 (1870). K. Re (1904). 803 52 W. 49 J.. T. .D. 14 46 L. . 17 L. . J. J. . 40. 573 17 T. 59 L. 37 L. 51 . 1 Ch. Phillips (1882). in 84 . Ex. . 23 Ch. Ch. J. J. 11S 70 L. 197 51 . 511 46 L. . A. Re Imperial Land Co. J. P. Glossop (1907). D.B. 116 252 . 220 9 Mans. Armstrong (1822). 858 91. 774 Governments Stock Co. Re National Provincial Marine Insurance Co. J. Boaler (1885). J. 610 14 Mans. . 750 Hannan's Empress Co. 530 86 71 L. R. 564 30 W. Vaughan-Sherrin Electrical Co. Ch. Keen & Nettlefolds v Fowler (1910). J. . Re (1889). R. R. 331 24 L. Goldsmidt (1S04). . 85 Greymouth Point Elizabeth Co. 583 9 Com Cas. R. 288 62 L. 334 31 W. Ch. . 121 . io2. 103 71 . D. . Re (1896). R. T. 609 Hay v. J. 327 Gibson u. . 83 L. . 774 Grundy v. 553 45 W. Ch. J. . 20 Ch. Ch.B. A. of Marseilles (187 1). 45 Harben v. Coffee Co. . 16 W. . 591 62 2 Meg. 370 76 L. 563 Ilambro v. (1894). Ch. M. T. T. 173 Hardoon v. 795 71 L. Ch. 601 3 W. . J. 781 20 7 Ch. J. 372 Goodwin v. D. Barton (1875). (1897).. 2 K. 365. . 444 79 L. K.B. R. 92 Griffith v. Re (1882). T. T. .

106 L. T. Knight (1848). . 71 L.1. 120 L R. J. 213 529 Hughes-Hallett v. . Ch. Jo. T. 42 Hoylake Railway Co. . 119 187 Jur. 11 Colliery Co. Cas. R. Richardson's Case (1875). Re. Ch. 160 44 L. Re (1889). 2 Ch. Ch. McMorine (1840). 97 51 L. v. L. R. v. (1912). Dexter (1902). 18 23 W. 134 Hooper v. R. J. T. . 17 Ch. . . 561 122 14 W.C. 243 . 781 311 51 W. J. J. 258 18 T. 549 75 L. Indian Mammoth Mines (1882). . 274 50 13 Eq. Ex. 127 Isle of Wight Railway Co.. . . (1866). 474 87 L. . Ch. R. T. . L. App. . 45G 13 30 W. Hart (1902). 259 56 Sol. . 253 94 L. 124 72 31 Homer District Gold Mines. 253 9 Mans. R. W. T. 96 Jackson v. . 11 17 L. J. . T. . 16 2 M. 315 385 Irish Club Co. 4 1. & W. J.APPENDIX . D. Ch. 546 58 60 L. Ch. 638 50 L. 217 Hilder v. Ch. Re (1900). . 20 12 Mans. 6 M. . Turquand 292 . : . 588 44 L. . 522 71 L. . L. 166 7 Mans. . T. 51 . 107 52 L. 633 Imperial Mercantile Association. 378 7 Com. 128 56 28 T. 9 Ch. J.. . 2 Ex. J. D. A . 353 50 L. 2 Rail. Re (1912). 84 31 W. J. D. 3^o 53 L. 64 13 Mans. J. 36 Ch. . 19 Eq. . J. 879 184 Henley v. 1 Ch. 580 12 Hibberd v. . 602 53 W. 285 48 L. (1869). R. 119 . . 261 PACE 69 L. D. . 800 79 Hobbs v. 51 64 Ex. R. Re (1874). R. Houldsworth (1904). T. . Ch. Re Leeds Banking Co. L. R. Jo. Herts (1906). R. 225 36 84 W. Reading Biscuit Co. . 298 27 W. 1 Ch. Ch. 577 41 L. D. J. 131 L. 252 38 L. 742 36 L. . Re (1906). R. T. 106 L. 45 Ch. 8 B. 153 Hercules Insurance Co. 113 T. 256 57 L. . 992 14 L. . R. . Ch. 13 462 . T. App.. . Ch. T. . Ch. D. 794 Hendricks v. 26 L. L. 225 9 Mans. R. (1893). A. R. 73 Home and Foreign Investment Corporation. 22 W. Ex. . James v. . 200 9 I. R. 330 59 2 Meg. . . 497 83 L. Montagu (1881). 355 73 L. 350 324 Household Insurance Co. R. . Pugh & Sharman's Cases (1872). . 22 Ch. . 276 18 T. T. L. Rockwood Sol. 50 63 4 . . . .. 297 Illingworth . T. .C. 1 Ch. . R. Grant (1879) 4 Ex. Tahourdin (1884). & C. Ireland v. 350 Henderson v. J. Ch. Haycraft Gold Reduction Co. K 86 L. 257 43 L. Bank of Australasia (1890). Ch. J. 215 1 . 858 Howard's Case. 209 50 W. . A. 85 54 W. . D. J. 39 Ch. J. 443 63 30 L. . & R. 162 Hibblewhite v. T. T. Wayet (1887). J. 739 . 132 32 W. 25 Ch. Re. . N. 1 Ch. T. 418 561 Huntley & Palmer v. 9 T. 301 107. 216 48 51 L. ' 169 . Soper (1828). 305 39 L. J. 566 41 L. . v. T. Cas. Ch. 230 16 T. 141 91 L.

J. 561 14 W. Re International Contract Co. 234 73 L. T. 1 60 L. Re (1907). 5 Ch. 209 509 90 L. Croydon Tramways Co. . MiUer& Co v. . 467 37 W. 1 Ch. . R. T. Jones v. R. 218 Licensed Victuallers' Association. Lyttle's Iron Agency (1877). 469 23 T. 259 76 L. . Re (1908). J. 460 54 Levita's Case. (1896). . . 65 75 L. Ch. . 408 37 W. Neuchatel Asphalte Co. 291 1 Mans. T. 1 Ch. R. 617 91 L. . R. . . ex p. . 27 Lands Allotment Co. . 1 K. 815 73 L. J. R. 11 162 Ch. . R. . . . . 1 5S L. (191 1). Ch. 279 24 T. Ch. Ch. Grace. . 1 Ch. . 222 . Re (1889). 629 15 Mans. 15 18 T. 191 Johnson v. 455 18 Mans. 244 78 L. 41 Ch. T. 220 81 L. (1912). 469 20 L. 641 17 W. 28 T. . T. N. . Ch. Ch. Re (1904). J. R. 405 14 T. J. J. . 51 L. Re (1894). . J. App. T. J. Abercorris Slate Co. T. 461 65 L. Ch. Re. ^ . 3 Ch. L. 689 25 39 L. 1 Ch. R. 212 96 L. Pacaya Rubber Co. 6S4 1 Meg. . . . D. v. T. R. J. L. (1882). .. 237 Keatinge v. 51 Levy v. L. 1 Meg. T. Ch. T. . . 15 Mans. 321 Leeds Banking Co. 4 Ch. 829 Kingston. 492 53 L. Jones (1900). . T. R. 512 69 L. ' . 58 L. Howard's Case (1866). 61 L. R. T. J. Haughton (1874). Ch. 42 Ch. A. Co. . 1 . J. Ch. 1 Ch. 36 17 L. 411 58 L. T. R.B. . 845 77 L. 1 Ch. 358 46 W. . 2 Ch. .C. 687 46 L. 786 25 W. R. . 124 53 W. Kelk 16 50 1. (1908). . 798 iS 45 W. Thomas Kingston & Co. 2.} 7 Mans. Ch. 42 51 Letheby & Christopher. . L. 266 Kingsbury Collieries.. Re (1904). 747 36 L. Queensland Mortgage Co. R. Ch. J. L.. 155 104 L. . 243 Johns v. Smith & Co. W. 95 App. Ch.. 774 52 W.B. T. T. 202 36 W.. J. 189 98 L. (1889). 547 197 Lock v. 528 Johnston Foreign Patents. 3 Ch. 166 . 37 Ch. . 386 . . 2 Ch. 2 Ch. . D.262 SECRETARIAL PRACTICE PACE . 595 99 L. J. 942 14 L. 97 78 16 13 . 93 96 Lloyd v. 107 London Financial Association v. 497 14 Mans. 17 16 73 . J.. 260 57 L. . . (188S). Ch. 73 Land Credit Company of Ireland. J. D. 404 70 L. R. . . . Paringa Consolidated Mines (1902). L. (1S67). . 286 7 R. Balfour (1889). 16 W. Ch. Jo. J. . 616 63 L. R. 446 . 287 77 L. 913 47 L. 1025 London and Northern Bank. 1 Ch. 2 W. . D. 1 Meg. (1912). 00 51 v. App. 139 K. Ch. 246 56 Soi. 115 Lee v. . R. Neuchatel Asphalte Co. Lamb Sambas Rubber . 140 . . 882 162 30 W. T. 674 180 79 Liverpool Marine Insurance Co. T. . Re (1869). Jewish Colonial Trust. 633 74 Lambert v. D. . T. . R. 74 Kaye 67 L. 1 i . 548 36 L. 310 575 v. 189 80 L. R. (1898). . 337 50. 11 Mans. . . 107 36 42 W. 28 T. J. R. Re.

T. R. Lord Lurgan's Case (1902). 842 36 L. L. 35 Mans. C. Longman Bath 646 74 12 Mans. 728. 630 . J. Q. J. 160 22 T.T. 46 25 T. 78 L. T. 54 63 . R. Ch. D. 281 13 Mans. Re (1877). (1874). 707 86 L. of Mexico 68 L. R. 154 61 L. . Consolidated Kent Collieries (1903). . . 267 100 L. Irish Iodine Co. v. Ch. . J. 1 Ch. (1874). . 188 91 London & Provincial Coal Co. 346. 368. T. L. . Ch. Madras Re W. 69 L. (1864). 729 Irrigation Co. 5 Ch.L. . 10 111 1 118 54 . Ch. (1881). 60 187 42 23 . J. East Holyford Co. Q. . . Ch. British Bank of South America (1892). T. . W. 498 67 L. 241 Maynard v. J. L. 386 19 T. Re (191 1). 16S S . 1 Ch. 198 . 48 v. Ch. 57 31 L. J. Ch. 172 Mahony v. Re. Manning. 65 MacMillan v. Ch. 223 55 L.P. 525 46 L. 306 Marino's Case (1867). R. R. . West Canada Pulp Co. 291 71 L. .B.B. 683 Marshall's Valve Gear Co. R. . . 373 147 Loring v. 1 Ch. J. R. 1 v. R. . . K. 65 15 Mans. 295 21 T. Ch. 484 («) Metal Constituents. 57 43 L. . 2 Q. 725 . R. Wardle & Co. 120. 4 Ch. 625 55 L. 163 . T. Re (1885). 869 33 L. J. 806 40 W. 579 14 R. 596 16 36 L. R. 9C. 468 L. . D. 34 W. 146 Mears v. 234 104 L.P.APPENDIX A Re. R. R. 331 75 L. J. . 2 K. D. . 424 92 L. 118 9 . Q. L. R. T. . 545 London & Southern Counties Land Co. 132 161 . 557 17T. T. 253 Mercantile Investment Trust v. T. L. L. T. L. 448 McArdle v. 338. 7 H.B. International Co. 581 12 Mans. Ch. 2 Ch. 1 Ch. T. 70 L. L. 166 Inland Revenue Commis81 L. Le Roi Mining Co. 69 379 Masonic Assurance Co. . . . 676 10 72 L. 54 W. T. L. 681 52 W. R. 17 51 W. . Ch. 353 74 L. T. X. . 1 Ch. R. 1 Ch. R.. (1906). 899 34 W. 137 44 W. (1909). London & Westminster Bank sioners (1900). T. Porto Alegre Railway Co. Ch. T. L. 31 Ch. T. T. 437 . 44 . 603 (n) (1891). . T. 9 C. J. R. 15 W. J. 263 PAGE London and Northern Bank.L. . R. 2 61 L. 95 . J. . 492 Metropolitan Coal Association v.. 74 41 W. 117 Mans. T. 22 73 L. 32 Ch. R. 1 Ch.. v. . . J. R.B. . J. 480 21 T. . . 661 93 L. 102 . 84 L. . C. 195 . 15 Ir. 121 88 L. . Ch. Ch. J. App.B. R. Scrimgeour (1895). Sharpe (1892). 701 Lubbock v. T. 116 117 . 31 19 L. . 37 . App. R. 49 Electric Tramways (1905). . . I. 150 Melhado v.. . 18 Mans. 79 . 2 Ch. 1 Ch. Davis (1886). 743 53 W. 186 . 251 8 Mans. J. J. . 323 50 W. 503 23 W. 2 604 65 L. L. McConnell's Case (1901). . 171 80 L. 174 94 L.B. 163 London & South Western Canal Co. . 65 . 193 65 L. R. 103 Lumsden's Case (1868). 224 54 L. (1905).

J. . 175 . Ind. .. R. ^j L.. . . City of Glasgow Bank (1879). Re. Re (1900). T. L. 481 North West Transportation Co. L. J. Ch. . 796 42. 112 42 W. 159 20 T. . . 65 24 T. L. 2 Ch. 70 L. 2 Ch. Ch. Re. 396 73 Newhaven Local Board v. Bank (1891). 1 53 W. 409 80 L. Ch. T. Randt Gold Co. . R. 165 11 90 L. 401 92 59 L. 1 Meg.C. 717 45 L. Re (1905). R. T. 2 Ch. 11 Mans. A. 2 Ch. Jo. 668 105 L. 100 . J.. R. 112 173 45 W. 10S . J. 456. . . . 1 Ch. R. "7. 334 T. T. R. 681 . 769 . 033 221 50 . 171 75 L. . 31 L. D. 36 W.264 Mexican 4 7 SECRETARIAL PRACTICE TACE & South American Co. . 7 H. . Pass's Case (1859). J. T. R. Ch. 906 107. R. 382 affirmed (1911). Aylmer (1875). . . L.. 82 R. G27 64 L. . 647. (1904). 350. . Koffyfontein Mines (1904). 494 52 W. Beatty (1887). 872 North Australian Co. & J. . n . . v. J. . . 34 W. 521 8 Morris v. R. 1 Ch. 557 78 reversed (191 1). Ch.) 1 191 . 29 Ch. 544 28 L. Sykes (1894). 341 Newton v. Ch. 57 L. 459 . 117 57 L. Ch. 228 77 L. T. 10 R. R. R. T. 587 614 34 L. J. Ch. T. Anglo-American Land Co. 267 is. L. 571. Ch. L. 1 Ch. 482 New Balkis Eersteling v. J. 376 . Tyler (1894). 501 25.S. (1895). 407 Nell v. Ch. . j : . 27 W.C. 404 93 L. 589 Jur. T. Coope & Co. . 37 1^ Mans. 696 National Motor Mail Coach Co. . R. . De De G. Newhaven School Board (1885). 621 Mans.L. 140 569 T. T. . N. T. (1906). R. (N. 117 . 421 1 T. 266 53 W. . 29 115 55 Sol. . W. J. J. 12 Mans. 53 116 63 30 24 W. (1897). 599 60 L. T. J. 561 73 L. . 21 T. L. 159 63 1 Mans. 22 T. 615 . 118 Nelson v. L. 274 Moore v. 578 16 T. Birmingham Small Arms Co. P. 45 99 L. 551 Muir v. T. 85 36 W. . R. 627 54 W. . R. 294 20 91 L. . . 102 Normandy . R. 108 73 L. v. 56 L. . 384 Mans. 52 L. 3 Ch. R. 499. 457 L. T. . D. Ch. 93 Morrice v. 1 Ch.C. I . J. Ch. R. 349 69 L. R. 337 40 L. 8 77 1. L. W.C. 800 40 W. 73 (1910). 135 75 L. J. A. Cannan (1862). v. 603 84 339 Mutter v. K. . J. . T.S. 122 30 Ch. 130 69 L. R. 129 65 L. v. . 664 Nicol's Case (1885). 452 204 83 L. . 97 L. 4 A. J. Eastern and Midlands Railway (1888). J. 53 L. Archer's Case (iSul. I . 426 9. J. T. D. T. Ch. Re (1908).. 172 Newspaper Proprietary Syndicate. 27 T. Ch. Moller . . T. Atlanta Gold Co. 40 W. R. (N.. . 2 Ch. National Dwellings Society v. R. 218 6 L. Nassau Steam Press 1 Mans. . Ch. 378 95 L. Maclean (1889). KB. 212 North of England Steamship Co. I 1 . . 2 Ch. 15 74 L. (1908).C. T. 5 Jur. R. 204 ..) 653 64 Mosely v. 2 Ch. 425 10 W. 38 Ch. 12 A. 174.

74. T.B. 63 Overweg. Ch. T. Cas. R. 585 Pevcril Gold Mines.. 248 388 50 W. L. Ch. 138 41 W. 166 68 L. Ch. 6 Ch. 116 . . 150 21 W. T. 97 76 J. Janson & Co. 93 Patent File Co. T. . . 698 34 W. 66 L. R. R. 193 Patent Invert Sugar Co. 122 67 L. & CI. R. . 27 14 T. 537 Bank of England (1902). . 2 Ch. . R. . K. v. 1 Ch. T. 1 K. J. Royalties Syndicate (1912). 427 41 W. Re (1906). . 85 L. . J. 317 Penney. 390 22 13 Mans. 35 W. 198 77 L. R.B. 1 Ch. 20 50 W. L. T. . 738 85 L. . W. T.B. . R. 325 7 Mans. 502 56 L. . T. Ch. Pavilion. . T. 203 165 32 185 . 96 78 Pedlar v. . 649 Panhard et Levassor v. J. P. . . A. 313 106 L. . Roper (1892). 166 55 L. L. . Ch. . 151 27 T. . 30 23 T. T.B. . 35 Ch. 678 43 Ottos Kopje Mines. 125 61 L. 115 19 Mans. . . Lushington (1877).D. j. 1 Ch. (1878). N. . Ch.) 519. 235 Payne v. . 6 Ch. Re (1893). 598 . 145 54 Otto Electrical Manufacturing Co. 610 71 L. 83 40 L. 8 Ch. L. D. 388 54 L. 190 19 W. 91 71 L. . 340 7 Com. . J. L R. 5 76 L. P. (1907). Mills (1828). 156 82 L. 186 Perry v. London & North Western Railway Co. J. . T. 46 W. 85 Penarth Pontoon Co. Ch. R. Barnett (1885). .B. J. .. 1 Ch. Re (191 1). . 183 28 L. Lawton (191 1). W. 98 161 55 L. . . 2 Ch. 341 Ooregum Gold Co. 398 86 . Re (1912). Ch. Re. T. 601 75 L. T. . Re (191 1). . . 225 Pearks v. 588 80 L. 924 53 L. J. D. K. T. 776 196 255 Oxford Building Society. J. 89 \<jcj 18 T. J.. Brown. Ch. T.B. . R. . D. Q. 168 . App. .B. 86 L.B. Ch. . J. 897 14 Mans. 265 PACE Oil Co.. 396 104 L. ex p. 90 337 35. 1 Ch.C. in 126 108 . Ch. 438 56 Sol. Ch. 185 . 2 Ch. J. 1 Ch. . R. Haas v. 286 18 T. 466 53 L. 61 . . R. 44 Peel v. J. 8 A. 18 66 J. 21 . Road Block Gold Mines (1905). 513 70 L. J. 505 4 Mans. 1 K. 1 K. 616 20 Cox C. Xewcastle-on-Tyne. . 682 T. . 240 99. 1 . . 301 95 L. R. . 163 Park v. J. Ch. 47 L. Ltd. Ch. T. 81 L. Panhard Levassor Motor Co. R. J. (1900). . T. L. . J. J. 2 Ch.. Jo. . C. 184 18 Mans. . J. J. . 65 160 48 L. 70 46 L. R. Re (1898).C. 753 54 W. 258 37. (1901). P. 446 42 L. 342 2 Bl. . (N. Cork Co. . 78 Ortigosa v. 192 75 J. 91 . Pender v. . 15 Q. Re (1886). 74 Park v. R. . 94 21 . . App. N.4 APPENDIX A Oakbank Oliver v. T. 427 74 L. Re (1887). 44 48 W. 31 Ch. Durant (1900). . Crum (1883). . 169 Pattison v. R. .S. 38 L. 15 . 152 95 L. Re (1870). v. R. 330 81 L. K. Ch.. 1 Dow. Richardson (1902). . Palace Hotel. Ch. Re Gresham Life Assurance Society (1873). 119 50 W. 618 62 L. 209 69 L. 31 13 . 308 69 L.

Sandys (1889). 400 Railway Sleepers Supply Co. .B. R. 112 . . J. v. Jo..S.C. 511 36 L. Turquand (1850).B. .P. . 590 78 L. Austin's Case (1871) 24 L.D. Bryden (1907). . 46S 73 L. R. 459. . 122 Re. . . (N. 65 . K. Re. L.T. 255 Salisbury Cold Mining Co. . 45 L. . 2 Ch. 73. ! . 100 L. 813 Princess of Reuss v. 715 14 W. Londonderry Railway Co. T. . 720 52 L.B. J. 184 70 L. 9 116. 24 L.. 506 (1909). R. . 208 531 Ramsgate Hotel v. J. Kidderminster Overseers (1S96). 361 14 Mans. 38 60 L. 62 61 L. Ch.266 SECRETARIAL PRACTICE PACE Phosphate of Lime Co. 2 Q. 48 L. T. 619 53 W. 212 65 L. A. 610 48 L. 62 L. Q. 132 Catholic Assurance Institution (1883). T. 335 Randt Gold Mining Co. 505 4 Mans. 27 W. D. v. p. 8 Richmond Consolidated Mining . 2 Q.L. R. J. . 26S L. . . J. 194. J. R. 1 20 T.C. T. 100 . 301 15 \V. R. 122 Ch. Ch. . 253 171 . J. . J. 176 40 L. (N. 249 51.62. 641 v. Ch. K. 1 Jur. 96 111 . 20. J. Ch. T. L. Male (1891). 4 H. 13 Q. Wimbledon Local Board (1882). 588 662. Tyler (1891). . . Re (1885). Ch. 704 Royal British Bank v. 88 1 Meg. (1878). 665 Roberts. 939 v. .. T.) 455 13 L. 90 74 Reid's Brewery Co. Re. John RoweU &Sons (i9i2). 327 24 R. T. J. v. R. L. T. 6 E. 246 121 Ch. & C.B. 94 "37 \V. 216 Richards v. 17 T. 230 25 53 Sol. 12 Jur. P. R. v. 598 91 L. 61 . Jo. 42 Ch. . . R. 3 K. . 23 107 L. . R. 655 Pulbrook . 348 8 Mans. Steele's Case (1889). . Montefiore (1865). v. A. . 47 30 W. 2 Ch. D.W. .C. 731 33 W. 109 73 . 47 23 T. R. 340. 25 2 Meg. Ch. . Ch. Bos (1871). J. Badman's and Bosanquet's Cases (1890). R. 1 Drew. 932 71 Portuguese Copper Mines. 184 L. Q. J. App. J. Co.B. 42 Ch. 160 58 L. 459 51 L. 820 T. Wainwright (1901). Registrar of Companies (1912). (1852). J. 90. P. — — — — 47 - 9i 71 13 . 31S 76 L. 55 J. 204 54 L. . 502 74 L. 595 93.C. v.S. 327 . Q. 377 Quin & Axtens v. T. . 98 58 L. 35 51 . Cas. . 56 J. 675 J. Re (1904). .p 503 18 L. 91 ill . 343 13 Jur. L. 8 Q. 29. . . 423 39 W. 1 Ch. J. D. 1 Q. D. Ch. T. 442 16 Mans. J. ex. 575 .63. 64 L. L. 90 84 L. 294 39 W. 1 Ch. T. 29 Ch. Ch. 118 v. . R. . . 164 . T. Railway Time-Tables Publishing Co. 76L.. M. T. D. N. 6x L. 4S3 44 W. 504 1 Meg. (1849). L.B. 119. Salmon . Elkington's Case (1867).) 10S6 ove v. 45 Ch. 45 W. 998 6 Rail. 219 46 L. 591 . Re. T.212. ex p. .B.B. 16 63 L. 2 Ch. 5 H. 50 51 74 122 . . Hathorn (1897). 593 16 L. . J. T. . T. T. Ex.B. T. Ch. Re. . & B. 204 Rowell v. J. 169 Richmond Hill Hotel Co. 1 60 L. R. 56 Sol.

K. R. L. 389 34 W.. . 2 K.. J. . 3 H. 321 55 Sol.B. Salomon . Walker (1S86). L. . 8 . K. (N. T. Smyth v. L. 90 44 W. J. J.C.C. Spink & Co. . 273 27 T. 35 v.C.L. 559 65 L. . & S. 34 16 119 . 364 Smith v. J. Re (1902). 418 15 Jur. 101 L. T. 2 H. Lion Brewery Co. Jo. 142 52 Sol. L. 709 Simpson v. 188 25 W. J. New Beeston Cycle Co. 76 Sparks v. . (1901). 49 69 J. J.B. 598 53 W. . .. 566 104 L. 161 . 160 101 . J.. . v. . T. 4 De G. . . A. 12 Mans. T. P. Spanish Prospecting Co. T.C. 70 2 R. 15 Mans. R. (1899). J. 42S Stacey v. T. 477 68 L. Wallis (1912). . 225 24 289 98 L. . 802 Skinner v.APPENDIX A 66 L. 321 50 Southern Brazilian Railway Co. Sissons (1910). 400 3 Mans. . T.. T. 165 R . J. 349. . L. 1 Ch. Jardine (1882). 64 121 . 118 101 . Ch. . .B. 263 Scarf v. Q. 13 Ves. 78 74 L. 1 Ch. R. Jo. 893 Scaddingi/. . . 541 28 T. . 55 Shorto v. 415 77 L. T. 347 74 L.B. . P. 392 74 L. 496 45 L. ..B.. 2 Q. 66 Sheffield Corporation v. Ch.. 426 68 L. 462 Sanitary Carbon Co. 223 Saunders. R. & Co. 269 75 J. Barclay (1905). 815 6S2 65 J.) 188 12 9 L. R. T. 628 Si L. 20 55 L. 54 Sol. 31 32 L. Evans (1868). Lorant (1851). 258 30 W. KB. 89 75 L. . 701 86 L. 662 South Western of Venezuela Railway. Saville Bros. . . L. R. J. .T. Re (1896). 321 50 W. T. 392 92 L. R. 209 . R. J. 669 33 L.. 609 55 Sol. T. Q. 8 H. W. 292 Societe Generale v. R.D. 2 Ch. 2 Ch. . . 63. Westminster Palace Hotel (i860). 63 27 T. J. T. 26 46 L. 106 L. . J. 84 169 54 L. T. Q.) 985 Sissons & Co. (1807). . Re (1864). . . T. R. R.L. . 712 2 L. 747 93 L. . R. 1 Ch. 73 175 . . Dawes (1877). 96 16S Sneath v. 1 Ch. R. T. 238 80 L.B. P. Ch.L. 882 53 L. 1 Ch. 11 A. 345. 199 78 37 . . 407 9 118 Mans. L. Ch. . T. . 55 Sly. . . 7 A. 193 Southampton Steamboat Co. R. 1O7 49 W. 7 H.L. N. Colwill (1909). . J. 249 Darley (1849). R. 430 105 L. T. L. A. 649 85 L. . (N. 151 752 80 L. Q. L. A. Ch.C. 612 47 L. Re (1905). . 19 L. T. J. . R. 598 Shropshire Union Railways v. I . . Jo. 193 4 Mans. . Salomon & Co. . 200 10 Jur.L. H.C. 642 12 Mans. 67 191 112 . 22 45 W. . 171 37 L. T. R. T. . J. 370 47 W. . J.B. Salton v. 400 71 L.S. Jo. 49 W.D. 92 18 Mans. City of London Insurance Corporation (1885).C.B.. 21 T. Re (1908).S. 451 v. . R. . 83 54 W. (1897). Bk. 789 94. . Re (191 1).B.C. 3 H.. . Palace Theatre (1893). 261 267 PACE . . R. 253 73 . The Queen (1876). 191 33 W. 955 Severn Railway Co. 69 L. J. Liverpool Waterworks Co. 104 36 L. T. 150 80 L. 1 Ch. Re (1877). 533 T. 14 Q. 70 L. 707 6 Jur. T. R. Ch. 451 Southwells. 248 26 T. . 602 2 R. (1911). Valley Gold (1893). Ch. . 775 6 Mans. 191 210 103 L. 521 Ch. Re (191 1). 51 L. . 489 . 323 Ch. R. 283 23 W. 219 Sharp v. Spackman v. 385 21 T.

635 71 L. 87 L. 457 . 50 Tussaud v. . 514 32 W. J. . 44 Ch. 171 34 W. . 720 58 . Ch. 48 27 W. J. 54 Sol. C. Ch. X. W. R. 431 70 L. 272 63 L. 528 55 L. 1 Ch. 868 49 W. J. J. 12 A. R. 28 57 L. J. . ex p. . 636. 161 Truman's Case. . 36 L. L. Ch. R. T. R. 3 Ch.C. 16 L. 2 C. 840 97 Torbock v. . 15W. R. J. Grant (1877). D. R. 273 22 W. . R. 295 86 L.P. 230 17 L.C. 322 412 37 L. . ..P.S. T. Union Hill Silver Co. J. 33 Ch. T. 118 53 L. 101 18 T. 36 W. J. . 483 47 W.. 7 Eq. R. 114 72 L. Re 118 171 60 L. Ch.Ch. 133 97 Trevor v.. J. 165 845 57 W. (N. Re (1873). R. J. R. Re Brewery Assets Corporation (1894). 145 35 74. Jo. 824 233.T. 64 L. 1 Ch. 17 Eq. 103L. .) 10S7 . 16 Eq. 689 50 J. . 129 Tavistock Ironworks Co. R. 36 L. J. .. 513 19 T. R. Lord Westbury (1902).. J. Ch. Ch. . 400 Uruguay Central Railway Co. R. 244 8 Com. T. . J. T. Ch. 685 50 W. R. . 312 State of Wyoming Syndicate. 211. 2 Ch. . R. . L. 559 43 L. T. Re (1870). 402 Taurine Co. P. J. 616 Tayler v. Re (1884). 446 . Ch. 727 84 L. T. 871 71 L. Ch. . 682 303 74 L. W. 4 De G. T. 503 13 Twycross v. J. 812 25 W. 479 Starkey v. T.P. Ch.D. 745 71 L. 633 38 W.. Ch. 271 49 L. 1 >. Henderson (1889). . 64 195 122 121 . English & Colonial Produce Co. 142 402 51 W. . Re (1891). 769. . T. . 650 17 T. (1896). 4 Eq. . Ch. Florence (1851). T. R. . T. . 34 . C. T. . (1859). 861 6S L. . 73 108 1 1 . . R. Cas. Re. 369 Gas . 324 38 L. 571 li Vagliano Anthracite Collieries. 701 46 7 .. . 469 46 L. . . . 2 Ch. . 409 57 L. Z2 L. T. Lyster's Case (1867). D. 709 5 Jur. . 372 L. 418 . . 815 43 L. 554 Stranton Iron Co.. Staples v. Tussaud (1S90). . D. Mysore Reefs (1902). 637 . 2 Ch. 631 Stephens v. 509 Stocken's Case. 425 Taplin v. 631 62 L. . A. 1007.1 268 Staffordshire SECRETARIAL PRACTICE PAGE (1892). 627 Ch. T. L. R. & J. J. 65 L. 04 . 710 55 L.. Re (1879). 647 Sweney v. R. . 11 Ch. 559 28 L. . T. 215 Studdertf. J. . Bank of England (1903). 66 L. 221 50 W. Ch. Ch. Eastman Photographic Materials Co. Ch. 3 Ch. Great Indian Peninsula Railway Co. Ch. . Grosvenor (1886). 88 L. . Ch.. 328 43 W. 438 71 L. Re (190 1). 571 Mans. 137 15 Jur. J. Tahiti Cotton Co. h\ (19x0). . 2 Ch.. J. .. 744 20 L. 73 8 R. Co. Whitworth (1887). J. 754 Sutton v. J. L. T. . J.B. 540 . . App. . 359 14. . 199 107 15 . . T. Re Blakeley Ordnance Co. 459 6 Mans. 1 Ch. 116 73 . R. 678 59 L. Re. Sargent (1874). Ch. 16 W. 292 2 Meg. 413 Standard Manufacturing Co. Smith (1869). . 10 C. R. 487 39 W. . 508 1 Mans. 353 80 L. Ch. 64 Tiessen v. 502 10 87 L. J. (1902). (1868). 25 Ch. . .

J. R. 681 v. J. 23 Walker's Case (1868). 1 Ch. Rep. 2 Jur. 179 i 73 469 v. 12 Ch. Saffery (1897). . J. 8 Q. D. 315 96 Verner v. A. 162 7 R. 239. .) . 26 W.Ch 2 73 37 L T. 8 Ch. 107. .C. . (1885). Silkstone Coal Co. 18 C. 797 L. . 636 58 L. C. . 212 21 T. Re (1886). . R. 597 21 W. . J. . 17. Re Natal Investment Co. D. . Ch. 4 Ch. 118 . Ch. 962 14 Wilson. 608 W. R. 67 L. Ch. R. T.S. 733 Wright's Case (1868). . - - I - .P. App.. J. . Ch. . . Re (1904).APPENDIX . App. T. R. 7 R. 58 L. 17 W. ftc.d! 685 ^r L. . 7 Ch. Naval & Military. Re. of South Afri. 505 8 Wilson's Case. T. 1 K. J. 628 1 Meg. & G. Ch. Ch.C. 296 30 W. 607 82 L. 299 66 L. App. . (1893). 651 w. . 81. 62 53 Wheatley v. T. 337 55 L. 161. ex p. . (1873). 456. T. .B. .B. Ch. 2 Ch. T. (1869). Odessa Waterworks Co. . . T. (1868). Lawe's Case (1852). 20 38 L. 922 v. Ch.. 873 56L. T. 596 79 L. A 269 r u. 29 Ch. Ch. of Inland Revenue. (1888). Re. R. 249 Earle (1875). R. (7 12 Mans. . 688 16 Jur. .1 . . 20 L. R. 257 46 L. J. 687 92 L. D. J. . 782.i.T.. 508 Westfield Bank v. 19 L. R. J. 265 22. K. J. . T.B. Wall v. . 749 63 . 645 11 Mans. D. 1 Ch. T.Ch. 505 22. 556 24 44 L. 275 Wright v. 27 L. 12 A. 131 . R. Webb . Knight & Co. 32 Ch. 327 20 T. 624 Young v. : . 560 75 25 Welsbach Incandescent Co. 6 Eq. 87 73 L. J. (1898). 231 78 Wedgwood Coal & Iron Co. jg Willows (1882). . (1879). 705 49 28 W. 263 643 4 \V. J. 371 56 L. 11 Exch. 20 Eq. R. 2 Ch. Yeoland Consols. 585 8 Whitley Partners. 3 Ch. J.. General & Commercial Trust (1894). 516. 362 76 L. . Anderson's Case (1878). . 69 L. 136. 337. . 533. .P. 302 53 \\ K. 51 121 Co. 458 74 L. London Tramways Co. ( . . Ch. 307 63 L. B. 320 197 Weston's Case. T. 36W. 421 21 L. Re (1900). R. Shropshire Railways Co. T. 37 L. London & Northern Assets Corporation . Re York Tramways 1 Meg. 293 . 540 54 L. 64 2 f> . 10 Tiff. 715 54 L. J Mans. Cornen. L. Re Crenver and Wheal Abraham United Mining Co. 52 J. 670 48 W. 80. Ch. (N. J. 12 Eq. R. J. Ch. Vale of Neath Brewery Co. 442 47 L J. D. K. . . Walker . . 46 34 v. 804 69 L. 47 52 W. (1888). 49. 122 34 Welton v. R. T. . 798 52 33 169 Whitehead & Brothers. Ch. . 163 L. 63 L. J. . J. (1905). 170 ' Bartlett (1856).. . 42 Ch. 45 42 L. Comrs. . 104 89 L. R. 1 I> M. Q. 70 L. Ch. Horton (1887). 334 (n) 98 Wright v. Ch. L.B. 48 . Re Smith. Y. J. 845 25 L. 37 N. R. . 46 51 Wood v. 778 W. 30 16 W. J. 24 45 W. T.. 160 37 W. 912 34 W.

000 16. 1908.000 10. See Table On Registration by a Company having a Share Capital.5°° 2.000 6.000 25.000 5.000 11. per cent.000 i .000 4.) £ 100 500 1.000 18. (5s. D [First Schedule].000 14.000 13.000 9.000 15.000 8.000 7.000 i.000 12.000 20. Nominal Share Capital Ad valorem duty on Statement of Capital.000 17.APPENDIX B TABLE OF STAMP DUTIES AND FEES I. of Companies (Consolidation) Act.000 19.000 3.

APPENDIX B 271 .

272 SECRETARIAL PRACTICE No. of Members not exceeding .

APPENDIX B Consideration. 273 .

In any other case .000 £1. Where the share warrant or stock certificate relates to a company formed or established out of the United Kingdom. id... is. d. 1899). For one meeting or an adjournment thereof For receipt of dividend or interest on stock >ne payment only < id. stamp duty is 25.... . Contract Notes. Payable on demand or within three days after date or sight Value on Bill or Note. Value. For If (maximum £1). d.. Loan Capital Duty (s. chargeable on first negotiation in United Kingdom. ad valorem duty of 2s. id.{-.. . IX. 8 of Finance Act. Gd. Duty. is. per ^10 nominal value. 1 Not exceeding £5 £25 £50 £75 £100 2 For every additional ^100 or part X.000 ^1.. 2s.500 every ^2. XT. 6d. Three times the amount of ad valorem duty which would be chargeable on a transfer deed if consideration were the nominal value of such share or shares or stock. For every ^20 or part thereof. s. 5* . Substituted securities to bearer given for a like security duly stamped. Scrip Certificate XI I r.500 or part thereof. total nominal amount allotted or renounced is £5 or over In other cases .. (c) (d) VIII. Scrip to bearer. Proxy or Power of Attorney. Bills of Exchange and Promissory Notes. . id. Exceeding £5 but not exceeding /ioo £500 / 1... thereof.. On issue of loan capital not secured by an instrument bearing the mortgage or marketable security duty. XII. 500 . id: Duly s.— 274 (6) SECRETARIAL PRACTICE Share Warrants. is. per cent. Letter Allotment of or Renunciation.

In view of the risk of loss in transit of a stamped document. or with the duty of sixpence for every £100 of the amount secured.APPENDIX B For receipt of money or 275 bill of exchange or promissory note not exceeding £io. All transfers of shares 1. Notes and Foreign Companies. . 11 Exch. . . . to be stamped on due proof to the satisfaction of the Board's Officer that they are presented for stamping within thirty days of their return to the United Kingdom. transfer. Any other kind whatsoever 10s. or if under seal. unless it is after Execution. if under hand only.. 1910. the Memorandum or instrument of renewal is chargeable.25. &c. as to the increase of Stamp Duty mi Marketable Securities to bearer and the extension of the charge of ad valorem Conveyance Duty to Transfers of property by way of gilt ini 1 Stamp Duties Inland Revenue desire i . Debentures.. 6d. the of Inland Revenue allow transfers and other documents first executed in this country. . with the duty of ten shillings.. Colonial executed in the United Kingdom are liable to Stamp Duty [Wright v. 2. or after it has been first received in the United Kingdom. ... 48]. or acceptance of Government or Parliamentary stocks or funds . Renewal of Bonds. Commissioners of Inland Revenue. or any periodical payment not exceeding annual sum of £\o (not already charged) 55. in case it is first executed at any place out of the United — — Kingdom. is to be duly stamped with the proper ad valorem duty before the expiration of thirty days after it is first executed. Board — INLAND REVENUE CIRCULARS RELATING TO STAMP DUTIES (Reproduced by permission) I The following Notice was issued in February 191 2 : The Board of to call the attention of Officers of Companies to the requirements of the Stamp Law as hereinafter stated. For sale. . Rep. Where Bonds. The instrument. if such duty would not amount to so much as ten shillings. and especially to the provisions contained in the Finance (1909-10) Act. . Stamping written upon duly stamped material. . and then sent to the Colonies or abroad for completion and return. Receipt. For sums amounting to £2 and upwards . XIV. similar Securities maturing at a fixed date are renewed during the currency thereof.. . or other 3. id. with the duty of sixpence.

or delivers out. grants. or more. are charged with the Stamp Duty of One Penny. Letter of Renunciation. . for which an adhesive postage and Inland Revenue Scrip Certificates. For an amount of £5. need not be rendered. is liable to a line of Twenty Pounds. In the case of every other description of A 10. or fractional part of £100. by a Company in respect of loan capital which has been wholly or partly applied for the purpose of the conversion or consolidation of existing loan capital. must be delivered within 15 days Company the statement. (See Finance Act. duly stamped at the same rate. and is charged with the Stamp Duty of Five Shillings for every £100. A statement. for an amount less than £5. Every person who executes. documents are charged wth the Stamp Duty of One Penny. Order. the Company can claim repayment in respect of the duty charged on the Statement so delivered at the rate of two shillings for every £100 of the Capital to which the statement relates which has been applied for the purpose of the conversion or consolidation. or Scrip Certificate. stamped at the same rate. is to be delivered to the Registrar of Joint Stock Companies. the statement duly stamped must be delivered within the like period.276 SECRETARIAL PRACTICE (1) Duty on Capital of Companies SHARE CAPITAL A statement of the entire amount which is to form the nominal share capital of any Company to be formed with limited liability and registered under the Companies (Consolidation) Act. Scrip Certificates. or as Scrip. 1907. of the amount of such capital. 1908.) (2) Letters of Allotment. the duty is 6J. &c. however. Letters of Allotment and Letters of Renunciation. before the same is duly Stamped. must be delivered to the Commissioners of Inland Revenue within one month after the date of the Act. except in the case of a Letter of Renunciation. LOAN CAPITAL statement of the amount of any loan capital proposed to be issued by a Company is required to be delivered and is charged with the Stamp Duty of two shillings and sixpence for every £100 or fractional part of ^100 of the amount proposed to be secured by the issue. or other authority. s. of the Resolution authorising the increase. or other similar stamp may be used. or duty paid if" the Stamp Duty payable in respect of a Mortgage or a marketable security has been paid on any trust deed or other document securing the loan capital proposed to be issued. any document chargeable with duty as a Letter of Allotment. Serip. In the case of any increase of nominal share capital of such a Company the statement. 1907. issues. Letters Patent. Where a duly stamped Statement has bem delivered after the 9th August. In the case of an authority to increase the nominal share capital. These duties must be denoted by an Impressed Stamp.

. . . .. unless such premium is payable only in consequence of some voluntary act of the company. . o 1 3 3 . . . For instance. Duty is payable on the Substituted Registered Security at Sixpence per cent. £300 /250 . Mortgages. Debentures. are chargeable with Stamp Duty according to the following scale for : s.APrENDIX B (3) 277 Bonds and Debentures Registered Bonds. Bonds. .. When the Security payable to Bearer is given in substitution for a like Security duly stamped in conformity with the law in force at the time when the last-mentioned Security became subject to Duty. . This rule applies alike to original and substituted securities. . . . on the amount secured. . and also for any fractional part of Ten Pounds of the money secured. 7 6 For every £100. . Debentures. and other Securities payable to bearer. In the case of substituted Securities of any description chargeable with a reduced rate of Duty.50 .63 . and also for any fractional part of Twenty Pounds of the money secured. or in substitution for a Security to Bearer duly stamped.26 -39 . . and also for any fractional part thereof. the transfers must be produced for inspection. Whore the amount secured does not exceed /io . . are chargeable with Stamp Duty at the rate of Two Shillings for every Ten Pounds.26 When the Registered Security is given in Substitution for a like Security duly stamped. Exceeding £10 and not exceeding £2=. . £50 £25 £100 £50 „ /150 £100 „ ^200 /150 „ „ £200 £250 .. a bond for /roo which secures the payment of the £100 with a premium of £5 must be stamped for^/105. .. When registered Securities have changed hands. with a maximum Duty of 10s. ' ' . . . and also for every fractional part of ^100 of such amount . . and other Securities money which are transferable only by instrument of transfer. the Duty can only be impressed thereon upon presentation at the Chief Stamp Office in London of both the original and substituted Securities at a date prior to the expiration of the original Securities.08 . The term amount secured includes in certain circumstances any bonus or premium covenanted to be paid when the bonds or debentures are redeemed. (1. or transferable otherwise than by an instrument of transfer. .. then Duty is payable on the substituted Security payable to Bearer at the rate of One Shilling for every Twenty Pounds. When a Security payable to Bearer or transferable otherwise than by an instrument of transfer is issued in lieu of a registered Security transferable only by an instrument of transfer. the substituted Security is chargeable with the Duty of Two Shillings for every Ten Pounds.

Transfer or Negotiation of any such security after the date stated on its face involves payment of the Duty at the full rate. Transfers executed under seal. although A Marketable there may not be any quotation in any Official List. or Marketable Security kind. of Companies. and the full ad valorem Duty is payable thereon. either by the re-issue of the same Debentures or by the issue of other Debentures in their place. or Marketable Security. reduced to Threepence for every Ten Pounds.lis. the further instrument. By — . according to the scale of .' theloanbe not disclosed in the Instrument of Transfer. generally.. the Duty on Marketable securities transferable by delivery among which are securities liable to Duty by reason of and at the date of their being made or issued in the United Kingdom is. and the transaction is disclosed by a further instrument. and to Sixpence for every Ten Pounds or fractional part of Ten Pounds. lose. [See note at foot. Shares. Shares. are chargeable. 1 nil v on transfers for Nominal Consideration and on Voluntary DisposiInland Revenue Circular of December s.-. the person negotiating the security incurs a fine of ^20. and a Security is capable of being sold in a Stock Market. with an allowance of Duty already paid if Duty at the full rate is not paid.] A Marketable Security means a Security of such a description as to be capable of being sold in any Stock Market in the United Kingdom. if the money secured is to be paid off within a term not exceeding one year from the date on which the Duty is payable.'. such re-issued Debentures fall to be treated as new Debentures for the purposes of Stamp Duty. of any Stock. it underhand only. Corporations. are chargeable with Stamp Duty according to the following scale [The Scale will be found on page 273. The substituted Security rate does not apply to Marketable Securities given in substitution for Securities stamped at cither of the above reduced rates. of any : ***** ' [Note— For Stamp tions wi. if the loan be Instrument of Transfer. in. (5) Instruments of Transfer Transfers on Sale of any Stock.] in the If Stamp Duty set forth under the head Ponds and Debenture-. if payment off is to be within a term exceeding one year but not exceeding three years from the date on which the dm payable. and [See note at foot.] ***** — (4) Marketable Securities transferable by delivery Section 13 (1) of the Finance Act. is chargeable with the Duty of Sixpence.] . by way of Mortgage. when the amount secured by them is to be paid off within a term not exceeding three years after the date on which the Duty is payable and the date by which the amount is to be paid off is conspicuously stated on the face of the Security. 191 1.] Public Bodies.278 SECRETARIAL PRACTICE Where Debentures are re-issued under the provisions of Section 104 of the Companies (Consolidation) Act. Security therefore includes amongst other securities the registered Bonds and Debentures. or fractional part of Ten Pounds. 1908.

Mandate. .. and also every person who.. . or other principal Officer of the Company. &c. is liable to a fine of Fifty Pounds. cate upon and assess the Duty under the provisions contained in [Note.050 order. (7) Powers of Attorney. the Company issuing the same.. or more . (9) Company which is not otherwise of charged with Stamp Duty chargeable with the Stamp Duty Responsibility of Officers of Companies Secretaries of Companies and others whose Office it is to register or enter any Instrument chargeable with Stamp Duty are required to see that such Instrument is properly stamped before registration In any case of doubt the Board may be asked to adjudior entry.. . Letter or Power of Attorney. For the receipt of the Dividends or Interest of any Stock- .] Share Warrants Share Warrants or Stock Certificates to Bearer of any Company formed or established in the United Kingdom must bear an Impressed Stamp of an amount equal to three times the ad valorem Duty chargeable on a Transfer for a consideration of the nominal value of the Shares. and in is cha rgeable with the Duty Ten ***** (6) [See note at foot. Proxies. In any other case connected with the receipt of Dividends or Interest ... For the sole purpose of appointing or authorising a proxy to vote at any one meeting (including an adjournment thereof) at which votes may be given by proxy.. . . or Secretary..001 Where made only lor the receipt of one .. or other instrument in the nature thereof : £ s. at the time when it is issued. whether the number of persons named in such instrument be one . is either case the Instrument of Transfer chargeable according to the said scale. is the Managing Director.010 . sec Inland Revenue Circular mi Da] i insideratiouand Decerned 5. If a Share Warrant or Stock Certificate to Bearer is issued without being duly Stamped.. i'ji-\] oil Voluntary Disposi- . d. oi tions inter vivos. request. payment . and Commission. Factory... . (8) Agreements under Seal Seal of a is Any agreement under Ten Shillings. or direction under hand only from the proprietor of any stock to any Company or to any officer of any Company or to any banker to pay the dividends or interest arising from the stock to any person therein named is not chargeable with An duty.APPENDIX B or of if 279 under seal Shillings. . — For Stamp Duty on I N.

191 1. W. London. The Board believe that. and Debentures. from penalties which may be inadvertently incurred. London. W. in order to protect those who are responsible for seeing that the transfers are properly stamped. 17th June. Secretary. register. ATTERBURY. being employed or concerned in the preparation of any Instrument.C. February 1912. registers. in the majority of these cases. Inland Revenue. By Order of the Board.2 8o SECRETARIAL PRACTICE Section 12 of the Stamp Act. which will be in substitution for those dated the 29th April. books or records any Instrument chargeable with any Duty. have been presented to be stamped with the fixed duty of 10s.] Circular to Secretaries of Public Companies in the United Kingdom. are liable to a fine of Ten Pounds. or enters any such Instrument not being duly stamped is liable to a fine of Ten Pounds. the mistake has been due to a misapprehension of the requirements the law. It has been brought to the notice of the Board of Inland Revenue on several occasions that Instruments of Transfer of Shares. . Any person. Inland Revenue. more especially the Registering Officers of Public Companies and Municipal Corporations. 1910. neglect to set forth such facts and circumstances. Somerset House. who enrols. Stock. 1910.C. II [By the courtesy of the Secretary of the Inland Revenue we are enabled to publish the following circular.. 1891. although upon enquiry they were found to be properly liable to the ad valorem duty. being the proper officer to enrol. 5th September. Somerset House. 1910. Sir. or the amount of such Duty. F. and February. Persons executing Instruments in which all the facts and circumstances affecting their liability to ad valorem Duty. or enter in or upon any rolls. and others. or who. and Officers responsible for registering instruments should suggest that applicants have recourse to this step whenever it appears to be in any way desirable. They accordingly desire to make the provisions of the law which affect this matter more generally known. are not fully stated. 5 December 191 2.

A transfer. 1910. being the property of a person dying intestate. Similarly. or in exchange for other securities. and which are stamped with ad valorem duty upon the market value of the stock or securities. and (/). or of such part of it as is discharged by the transfer. The transfer is not duly stamped unless it bears the adjudication stamp. A transfer to a beneficiary under a will of a specific legacy of Stock. It follows. The Board will not. &c. or marketable Security by way of gift inter vivos is chargeable with ad valorem Stamp Duty at the same rate as if it were a transfer on sale. per cent. . errors are believed to occur especially in cases of transfers in distributing the estate of a deceased person. of a pecuniary legacy. however. at the date of the instrument. that any transfer of Stock. or partial discharge. a transfer of any Shares. &c. to the party or parties entitled to it. on the amount of legacy. as for a nominal consideration. s. As the Registering Officer will be in a position to supply authoritative information as to the value of the stock or securities. if a transfer is made on a sale.APPENDIX B I 281 Instruments of transfer are properly stamped with the duty of 10s. . which is made by the executors of a will in discharge. therefore. A transfer to a residuary legatee of Stock. it will be open to him to obtain the adjudication stamp at any time if necessity should arise in any particular case of this description. with the substitution of the value of the Stock or Security for the consideration. if the transfer should be required for production in evidence in a Court of Law. without insisting upon adjudication. As made Under the provisions of the Finance (1909-10) Act. e. or in liquidation of a debt. Stock. when the transaction falls within one of the following descriptions (a) : (6) (c) (d) (e) (f) Vesting the property in trustees on the appointment of a new trustee of a pre-existing Trust. 74. Gifts inter vivos.g. and this amount should be set forth in the instrument as the consideration for the transfer. object if Registering Officers think fit to register transfers of stock or marketable securities which admittedly operate as voluntary dispositions inter vivos. &c. A transfer of Stock. &c. to a mere nominee of the transferor where no beneficial interest in the property passes. is chargeable with ad valorem duty at the rate of 10s. the Board wish to point out that the fixed duty does not apply to transfers made for this purpose except when they fall within one of the descriptions (d). (e). ad valorem duty is payable on the value or agreed value of the consideration. which forms part of the residue divisible under a will. or on the retirement of a trustee. A transfer by way of security for a loan or a re-transfer to the original transferor on repayment of a loan.

a satisfactory certificate is given by a member of a Stock Exchange. be retained by the Registering Officer. . unless either they are stamped with ad valorem duty on the market value of the shares. signed by both the transferor and transferee. however. that a certificate to the effect last mentioned is admissible only in the case of well-known banks. In the case of Transfers liable to the fixed duty of ios. the Marking Officer having been satisfied by other evidence produced to him. a certificate setting forth the facts of the transaction. The explanation and the Marking Officer's certificate may sometimes be endorsed on the transfer Itself.. Again. Where.282 SECRETARIAL PRACTICE Transfers to or from trustees other than those clearly falling within the above categories (a). a certificate may be accepted from an accredited representative of the Bank either setting forth. In a large number of cases Transfers for a nominal consideration are presented to an official Deed Marking Officer before being produced to the Registering Officer for registration. 19) is provided for use in such cases when desired. if he accepts the transfer for registration without The explanation should questioning the sufficiency of the stamp. is produced to a Registering Officer accompanied by a written explanation thus certified by a Marking Officer. and his Office stamp. the Board think that the secretary of a company would be justified in registering a transfer which bore such a certificate without requiring the instrument to be adjudicated. however. and that in all other cases the certificate should state the actual facts of the transaction. as above. The explanation will be required to contain sufficient particulars to identify it with the transfer to which it relates. The Board. or (exceptionally) the certificate may be given ^n the transfer without a written explanation. for example. when a Bank or its official nominees are a party to the transfer. under ordinary circumstances. be required before registration. should. or they have been certified by a Marking Officer under the arrangement described below. or by a solicitor.' his signature. the particulars of the transaction. [neither of these eases the Hoard will not hold the Registering (Miner responsible if he registers the transfer stamped ' wit li I05. An official form (Xo. the Board will not hold the Registering Officer liable to any penalty under Section 17 of the Stamp Act. Where a transfer for nominal consideration stamped with 105. It is to be understood. (d). 1891. In such cases if a written explanation of the facts is produced to the Marking Officer and accepted as justifying him in passing the transfer for stamping with 105. (e) and (f) should be required to be adjudicated. he will mark the explanation with the words Transfer passed for ios. 1910. have no objection to the receipt of other evidence of the correctness of the fixed duty provided such evidence shows clearly and satisfactorily the nature of the transaction. and return it to the person presenting the transfer in order that it may be available for production to the Registering Officer. and is duly stamped.. acting for one or other of the parties to the transfer. under the heads (b) and (c) above mentioned. or stating that the transfer is excepted from Section 74 of the Finance (1909-10) Act.

imposes on all Registering Officers the duty of satisfying themselves that all instruments of transfer are adequately stamped before they admit them to registration. unless the instrument bears the Board's Adjudication Stamp. ATTERBURY. Edinburgh or Dublin. or the parties decline to give the information necessary to enable him to satisfy himself on this point. but their experience goes to show that it is generally possible to ascertain by enquiry the actual facts of the case. . In any case where a Registering Officer has reasonable doubt whether an instrument is duly stamped. and that it is possible tli. 1891. London. in consequence oi special information in his possession or for some other good reason. 1891. Servant. Secretary.. he should refuse to register the transfer. In order to obtain that Stamp the parties interested must either present the instrument (personally or through an Agent) at the Office of the Solicitor. Your obedient F. may feel it incumbent upon him to require that the transfer be formally presented for adjudication in accordance with the provisions of Secton 12 of the Stamp Act. before they admit the instrument to registration. I am. Sir.APPENDIX R < 283 It should be understood that this certification by a Marking Hliccr is not equivalent to adjudication. as the case may be. and they desire to urge upon all Registering Officers. if they are resident outside the metropolitan areas. the necessity of satisfying themselves that the provisions of the law have been complied with in each case. The Board are well aware that it is not always easy for a Registering Officer to determine the particular circumstance under which any such instrument which may come before him has been made. who may have to deal with instruments purporting to be properly stamped with the fixed duty of 105.it cases may arise in which the Registering Officer. Section 17 of the Stamp Act. or. they may forward the instrument for the purpose through the post under the regulations governing adjudications through the post.

The figures are in all cases approximate. and are calculated on the assumption that drawings take place annually : Sinking . The following table shows the number of years that would be required to redeem at par.284 SECRETARIAL PRACTICE CUMULATIVE SINKING FUND. loans bearing interest at fixed rates per cent. by means of annual cumulative sinking funds at given rates per cent. dating from the commencement of the operation of the sinking fund.

Office On takes effect. 45 copy of Order of Court on re-organisation of capital. if Company is limited by guarantee or unlimited. 1. to be filed. 7 days after order. change in. Memorandum of Association. Articles of Association. Nature Office of Return. 40 42 Memo as to return of acprofits. Before resolution cumulated 44 Particulars of consolidation of share capital or conversion of shares into stock.APPENDIX C DOCUMENTS TO BE FILED WITH THE REGISTRAR OF COMPANIES UNDER THE COMPANIES (CONSOLIDATION) ACT. IQo8 When Section. Particulars of increase of share capital. On application for registration. On application for registration. Prior to commencing business. 5i Copy Before reduction can take effect. Colonial register. conversion. or of members. 9 copy of Order of the Court confirming an Within 15 days from date of order. Within 7 days after the 14th day after the first or only ordinary general meeting in the year. of Order of Court and of minute as to reduction of capital.5 alteration of memorandum of association. 285 . Within 15 days. 26 Annual list of members and summary. 34 Situation of. or discontinuance of.

Companies incorporated outside United Kingdom to file copy of charter. Half-yearly and on ceasing to act. entry in register and on any change. Within one month from establishment of place of business. (duly Before issue.2 86 SECRETARIAL PRACTICE Section. Copy of statutory report. 223 iz\ Copy of Order of Court Within 7 days after 274 declaring dissolution void. 62 65 70 72 75 Situation and changes of registered office. As to final meeting and dissolution. Statutory declaration as to shares held for cash and directors' holdings. . &c. Forthwith. managers. 99 Registration of mortgages and charges. Prior to commencing business or exercising 87 & 121 Statement in lieu of pros- 87 & 121 pectus (duly signed). making of Order. Nature of Return. addresses and occupations of On On directors or 80 12. Prescribed intervals. Within 21 days after creation. Statement by liquidator of proceedings in and position of liquidation. days before meeting Within 15 days. ordinary resolution. by voluntary liquidation. Within one month & 94 after allotment. Before allotment. Ditto. borrowing powers. appointment. 88 93 Return as to allotments. Within 7 days from 95 143 195 Accounts of receivers and managers. Copy of prospectus signed). 202 Ditto under supervision of the Court. Copy of special or extra- commencing business. Copy of winding-up order. When Before 7 to be filed. Names. Undertaking by director. Registration of enforcement of security. date of order or appointments. Within one week after meeting.

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Circular. or Advertisement relating to the issue. 3. The A specimen 1 A - 1 1 u 2 . A opy of the Prospectus. Circular. the Statement in lieu of Prospectus as filed with the Registrar of Joint Stock Companies. of the Share Certificate. or Advertisement relating to : the issue. copy of the Prospectus. specimen Call Letter. when application is made for a Special Settlement : SCRIP OR BONDS OF NEW LOANS A A specimen of the Scrip or Bond. allotted to the public (b). The distinctive numbers and denomination of each class of Scrip or Bond. 4. Certified printed copies of Contracts relating to the issue of Shares credited as fully or partly paid. 2. The amount paid up thereon.APPENDIX E STOCK EXCHANGE REGULATIONS AS TO SETTLEMENTS AND QUOTATIONS SPECIAL {Reproduced by permission of the Committee of the Stock Exchange) SPECIAL SETTLEMENT The following documents and particulars should be sent to the Secretary of the Share and Loan Department. A Statutory Declaration stating i. That the Scrip or Bonds are ready to be delivered. The amount SHARES OF NEW COMPANIES Certificate of Incorporation.to others. (a) .

In cases where the whole of the Capital has not been issued at the time the application is made. 2. . the Secretary of the Company. The amount paid That the Scrip in cash is or Stock per £100 Stock. That two-thirds conditions of sale. A letter from the Secretary of the Company. The distinctive numbers of the Shares allotted : (a) (b) 3. . of the amount proposed to be issued of any class of Shares or Securities. The amount (a) (b) allotted to the public to others. states the authority for the issue and 2. 5. an Application for Official Quotation That the Prospectus Shall have been publicly advertised Agrees substantially with the Act of Parliament or .. STOCK OR DEBENTURE STOCK OF NEW COMPANIES A specimen of the Scrip or Stock Certificate. all . upon the amount subscribed If offering . future issue. whether such issue be the whole or a part of the authorised amount. 2. A copy of the Prospectus. quent purchaser. The The nominal amount of each Share. ready to be issued. particulars of the . and the amount paid in cash or credited as paid on each Share. Articles of Association Provides for the issue of not less than one-half of the authorised Capital and lor the payment of 10 per cent. la cases where a Company has sold an issue of Debentures or Debenture Stock which is subsequently offered for public subscription either by the Company or any s. Debentures or Debenture Stock. OFFICIAL QUOTATIONS Conditions Precedent to 1. stating That the Share Certificates are ready to be issued. 4. Company's Capital. the Statement in lieu of Prospectus filed : as with the Registrar of Joint Stock Companies.— 292 SECRETARIAL PRACTICE A letter from i. shall have been applied for by and unconditionally allotted to the public. 3. Circular or Advertisement relating to the issue. Shai iitHs granted in lieu of money payments not being considered to form a part of such public allotment. states fully the terms of redemption. stating 1. whether the unissued Shares are Vendors' Shares or are held in reserve for to the public to the vendors.

. contain the provisions specified hereafter. at least seven days previous to the General Meeting.APPENDIX E 3. but so that the total number of Directors shall not at any time exceed the maximum number fixed but that any Director so appointed shall hold office only until the next following Ordinary General Meeting of the Company and shall then be eligible for re-election 10.] That the common form of transfer shall be used That all Share and Stock Certificates shall be issued under the Common Seal of the Company. — 5. . That the charge for a new share Certificate issued to replace one that has been worn out. 4. of the funds of the Company shall be employed in the purchase of. lost. London n. the Certificate or Bond is in the form approved. Articles of Association Articles of Association should contain the following provisions 1. the Articles should also contain the following provisions : — Power in to increase the capital . . 2. . The Stock Exchange. have power at any time and from time to time to appoint any other qualified person as a Director either to fill a casual vacancy or as an addition to the Board. no power is taken to forfeit dividends. 293 That the such is 4. 3. or in loans upon the security of its own Shares That Directors must hold a share qualification That the borrowing powers of the Board are limited That the non-forfeiture of dividends is secured [Note. shall . . must be vested in the in Company General Directors If General Meeting must be removable Meeting. 8. : That none . That Articles of Association. That a printed copy of the Report. and that two copies of each of these documents shall at the same time be forwarded to the Secretary of the Share and Loan Department. and the Trust Deed where required. and that such Director shall not sufficient if . by the Company Articles give Directors power to refuse transfers the must be limited to partly-paid shares. be delivered or sent by post to the registered address of every member. vote in respect thereof 9 . . 6. and shall bear the signatures of one or more Directors and the Secretary That fully-paid Shares shall be free from all lien That the interest of a Director in any contract shall be disclosed before execution. shall. or destroyed shall not exceed one shilling. Although not included in the official list of requirements. That the Directors Note. It is . 7. power . accompanied by the Balance Sheet and Statement of Accounts.

' (Sec Not. th2 Trust Deed should also contain the following provisions : — The charge worn It is for a Stock Certificate out. the Trust Deed must further provide that should the Company go into voluntary liquidation for the purpose of amalgamation or reconstruction the security shall not be repayable at a lower price. but a Trustee so appointed must in the first place be approved of by a Resolution of the Debenture (or Debenture Stock) holders passed in the manner specified in the Schedule hereto. issued to replace one Where Stock is partly repaid new Certificates must be issued. either at a fixed date or at any time upon notice having been given. Although not included in (he official list of requirements. 1 II. Stock must be transferable in multipl Note for No. . The The following clause should be inserted in all Deeds statutory power of appointing new Trustees hereof shall be vested in the Company. not Sufficient to stamp the old Certificate. 5. and if a poll is demanded then by a majority consisting of not less than three-fourths in value of the votes given on such poll. the following words and the Trustee or Trustees shall do should be inserted so upon a requisition in writing signed by holders of at least one-tenth of the nominal amount of Debentures (or Debenture Stock) for the time being outstanding. In the clause regulating the convening of meetings of the Debenture (or Debenture Stock) holders. II below. must not exceed 15. 4. : 2.' The clause defining an Extraordinary Resolution must " provide that the expression " Extraordinary Resolution means a resolution passed at a meeting of the Debenture (or Debenture Stock) holders duly convened and held at which a clear majority in value of the whole of the Debenture (or Debenture Stock) holders is present in person or by proxy and carried by a majority consisting of not less than three-fourths of the persons voting thereat upon a show of hands.' provision must be made for the creation of a uic first mortgage in favour of the Debenture or provision is ' : ' : Where made ' ' ' 4 ' Debenture Stock holders. A Corporation or Company may be appointed a Trustee of these presents. that the security shall be repayable at a premium. Note I. means a resolution passed at a meeting of the Stockholders.294 SECRETARIAL PRACTICE Trust Deeds Trust Deeds should contan the following provisions i.) Should Debenture or Debenture Stock be entitled First Mortgage. &c. : — If preferred the following clause 1 mav be substituted the expression 'Extraordinary Resolution when used in this Schedule. 3.

if within one hour from the time appointed for the meeting holders of a clear majority in value of the Stock arc not present so as to form a quorum. Share and Stock Certificates All Certificates should state on their face the authority under which the Company is constituted and the amount of the authorised Capital of the Company. as that originally fixed by the notice convening the meeting. shall be considered as an Extraordinary Resolution within the meaning of 1 — this Schedule.of the foregoing indenture. or if a duly demanded. All Certificates should bear a footnote to the effect that no Transfer of any portion of the holding can be registered without the production of the Certificate. redemption.. Hbcntures and Debenture Stock Certificates should. but so that where a meeting for the purpose of passing an Extraordinary Resolution is convened. then by a majority consisting of not less than three-fourths of the votes given on such poll. and at the same time and place. and a resolution passed thereat by a majority consisting of not less than three-fourths of the persons voting thereat upon a show of hands. the nominal Capital of the Company. and if at such adjourned meeting a quorum as above defined is not present. ami transit 1 Bonds Bonds must specify the amount and conditions of the loan. the distinctive numbers of the Shares of each class must be printed on the face of the Share Certificates. the power under which it has been contracted. then and in such case. in addition to legal requirements. and notice of such adjourned meeting shall be given in the manner provided by Clause . both as to capital and dividends. then those Debenture Stock holders who are present shall be a quorum and may transact the business for which the meeting was originally convened. APPENDIX E 295 duly convened and held in accordance with the provisions herein contained. state on their face the authority under which the Company is constituted.e. Where the Capital of a Company consists of more than one class of Shares of the same denomination. conditions of issue. then by a like majority in value at the poll. All Preference Share Certificates should bear on their face a statement of the Company's Capital and the conditions. or if a poll is duly demanded. by a majority consisting of not less than three-fourths oil be of the persons voting thereat. and such notice shall state that those Debenture Stock holders who are present shall form a quorum. the meeting shall stand adjourned for 21 days. and the numbers and . the dates when the interest on the Debentures or Debenture Stock is payable. and shall accordingly be held on the corresponding day of the week. and the authority under which the issue is made [i. Articles of Association and Resolutions) and on their back the I . upon a show of hands. under which the Shins are issued. The quorum of any such meeting shall be a clear majority in value of the whole of the Stockholders.

A specimen of the Share Certificates. the number applied for by each. and the Certificate that the is entitled to commence business. those issued in London must bear the autograph signature of the London Agents or Contractors. have been duly filed with the Registrar of Joint Stock Companies. too8. being £ w ric paid. The Allotment Book containing a list of Applicants. with a Summary signed by the Chairman and Secretary. a certified list of present shareholders will also be required. and the result of each Application.— 296 SECRETARIAL PRACTICE denominations of the Bonds issued. .e. [908. Certificate of Incorporation. stating the following particulars : i. After the application form has been signed there must also be supplied in the case of : Two The Company Two when tion. and the number of Shares on which such per Share) Deposits {i. accompanied by a Certificate on a special Form from the Company's Bankers stating the amount of Deposits received by them. application money only. Certified copies of the Prospectus. A copy of the Letter of Allotment and the date when posted. A Statutory Declaration by the Chairman and Secretary. and the dates of tiling. 3. That the Prospectus complies with the provisions of the Companies (Consolidation) Act. Should the allotment have taken place at an interval of six months or more before the date of the application. Two Certified copies of the Memorandum and Articles of Associa- The original Letters of Application. with notarially certified printed translations. Before the application form can be issued for signature there of the Company : Copies of the Articles of Association. Authenticated copies of all Concessions and similar documents. 2. LIST OF DOCUMENTS TO BE SUPPLIED NEW COMPANIES must be supplied through the broker A Copy of the Prospectus. and certified printed copies of all Contracts and Agreements. In the case of Debentures or Debenture Stock the Trust Deed [where possible before execution]. endorsed with the date first advertised. The Bankers' Pass Book. The number of Shares applied for by the public. and in the case of a loan issued either wholly or partly in London. That all documents required by the Companies (Consolidation) Act.

and the Official Certificate of the Registration of the The A Mortgage or Charge. The original Letters of Application. and of the Scrip where Scrip is issued Certificates of Debenture Stock allotted to vendors in lieu of money payments being enfaced Issued to vendors.' A copy of the last published Report and Accounts. a Certified List of present Stockholders will also be required. 1908. Resolutions. The Allotment Book containing a list of applicants. A copy of the Allotment Letter. to Share paid thereon in c. ). from the Company's Bankers. Two Certified copies of the Prospectus. . Certified printed copy of the Mortgage Deed or other similar Document. public (Nos. being £ per Debenture) were paid. ' stating : 1. that the purchase of the properties has been completed. with a summary of the whole. 8. or other authority for the present issue. After the application form in the case of : lias been signed there must be supplied DEBENTURES AND DEBENTURE STOCK Certificate of Incorporation. Certified copies of the Articles of Association. the amount applied for by each. The total number of Allottees and the largest number of Shares (a) applied for by and (b) allotted to any one applicant. 297 unconditionally to the and the amount per The number The number The amount of Shares allotted h. and the dates of t liline. and that such deposits are absolutely free from any lien. accompanied by a Certificate. and the result of each application.APPENDIX E 4. A Statutory Declaration by the Chairman and Secretary . of deposits paid. A Specimen of the Debentures or Debenture Stock Certificate. and the purchase-money paid. That the Prospectus complies with the provisions of the Companies (Consolidation) Act. and that all documents required by thai Ac have been duly filed with the Registrar of Joint Stock Companies. to ). application money only. 6. on a special form.e. and the date when posted. and the Certificate that the Company is entitled to commence business. 7. Should the allotment have taken place at an interval of six months or more before the date of the application. The Bankers' Pass Book. of Shares allotted for a consideration other than cash (being Nos. That the Share Certificates are ready for delivery.i 5. signed by the Chairman and Secretary. and that no impediment exists to the settlement of the account. stating the amount of Deposits received by them and the amount of Debentures or Debenture Stock on which such Deposits (i. or Act of Parliament.

I documents required by the Companies (Consolidation) Act. and the amount paid on each Share in cash. The total amount of the Authorised Capital of the Company and how constituted. 1 2. That a Trust Deed has been executed and completed. such be the case. That the Debentures or Debenture Stock Certificates are ready for delivery. The amount (Nos. The number FURTHER ISSUES A King's Printers' copy of the Act of Parliament authorising. and the nature of the charge created thereby in favour of the Debenture holders. to ). the new issue. viz %. of the Las1 Report and Accounts. The 7. total of Deposits. Owners of Property. The effect of such Trust Deed. largest amount of Debentures or Debenture Stock (a) applied for by. : to ). The Allotment Book. . and that there is no impediment to the settlement of the Account. That the "rospectus or Circular nun plies with the provisions of the Companies (Consolidation) Act. 10. unless the Allotment A Copy A Copy A is pro rata.298 2. ). If Shares have been issued credited as fully or partly paid. that the 4. The The total number of Allottees. 5. The amount. SECRETARIAL PRACTICE The amount of Stock applied for by the public. if 9. The amount unconditionally allotted to the public to 4. to ). and (b) allotted to any one applicant. the Resolutions. &c. certified printed copies of the Contracts relating thereto. Statutory Declaration by the Secretary stating: 1. amount 8. (Xos. creating. A stating Statutory : Declaration by the Chairman and Secretary 1. \ Specimen of the Share Certificate. paid thereon in cash. 190S — . The number of Shares allotted unconditionally to the public (Xos. and the Circular or Prospectus offering. 1908. Contractors or other parties not included in the public allotment (being Xos. have been duly filed with the Registrar of Joint Stock Companies. That the Share Certificates have been delivered purchase of the properties has been completed and the purchase-money paid. £ allotted for a consideration other than cash. of Shares taken by Concessionaries. and that such Deposits are absolutely free from any lien. 3. . of the Allotment Letter. 11. 2. 6. 3. and the dates of filing liat all .

and in all other respects. VENDORS' SHARES A A the Certified List of the present holders of the Vendors' Shares. The amount ycr Share paid in cash The total number of Allottees. It all respects identical with those already quoted in the Official The statement that Shares that are in all respects identical means They are of the same nominal value. ) have been applied for by and unconditionally allotted to the shareholders or the public or sold upon the market. and in all other respects. so that at the next ensuing distribution the dividend payable on each /ioo of the Stock will amount to exactly the same : sum. and that the same amount per Share has been called up. Statutory Declaration by the Secretary stating : 2. A A Specimen 1. . with notarially certified printed translations. 4. of the Share Certificate. Authenticated copies of all Concessions and similar documents. OLD COMPANIES The Certificate of Incorporation. The statement that Stock is in all respects identical means that All the Stock is entitled to the same rights as to unrestricted transfer. so that at the next ensuing distribution the dividend payable on each Share will amount to exactly the same sum. Certified Copy of the last published Report and Accounts of Company. and the largest number of Shares applied for by and allotted to any one applicant That Certificates are ready to be issued and that there is . 5. no impediment to the settlement of the Account. and the Certificate that the Company is entitled to commence business. endorsed with the date when first advertised. Certified copies of all Prospectuses. 299 to That the Shares (Nos. must also be stated whether or not the Shares are in List. All the Stock is entitled to Dividend at the same rate and for the same period. .: APPENDIX E 3. or Act of Parliament. already quoted in the Official List. 6. That the Vendors' Shares (Nos. as the case may be. attendance and voting at meetings. They are entitled to dividend at the same rate and for the same period. original or otherwise. They carry the same rights as to unrestricted transfer. have to all been issued and Certificates delivered That the Shares are in all respects identical with those ) .

A short history of the establishment and progress of the Company from its incorporation to the present time. 3. &c. 2. Certified copy of the Company's last published Report and with copies of A Accounts. Certified copy of the present Register of Shareholders. That the Shares are ready for delivery. of Shares allotted for a consideration other than cash (being Nos. Specimen of the Share Certificate. That all documents required by the Companies (Consolidation) Act. short history of the Company. to ). That the Share Certificates have been delivered that the purchase of the properties has been completed and the purchase-money paid. &c. The number of Shares allotted unconditionally to the public (Nos. Certified copy of the last published Report and Accounts. Certified printed copies of Contracts. stating the following particulars : i. &c. or notarially certified printed translations of the same. or where the issue has been made. A Declaration stating Certificate of Incorporation. and the number of Shares represented by such ( A transfers. setting forth its origin. together all Contracts relating to the issue of Shares credited as fully or partly paid. Agreements. to ). or translation of the same. 1908. Two copies of the Statutes or Articles of Association or notarial translations of the same. COLONIAL AND FOREIGN COMPANIES Act of Parliament. That the Prospectus complied with the provisions of the Companies (Consolidation) Act. . have been duly filed with the Registrar of Joint Stock Companies. Certified List of present Shareholders. and that no impediment exists to the settlement of the Account. including particular to the issue of the Capital. progress. and the dates of filing. and the amount per Share paid thereon in cash. the number of transfers registered during the last welve months. Copies of all Agreements.. The number of Shares applied for by the public. 2. per Share paid in rash. or other similar document. 4. dividends. inn 11I evidence of quotation in the country to which they belong. The number rhe amount of Shares allotted . 3. 5. Memorandum and Articles of Associa- A A Specimen of the Share Certificate and of the Allotment Letter. 1908. The number 6. Statutory Declaration by the Chairman and Secretary. or The A A A 1 : 1. . Deeds. Concessions.300 SECRETARIAL PRACTICE Certified copies of the Two tion.

together with a A Specimen Bond. The Authority to the Agents or Contractors to receive subscriptions. including authenticated copies of concessions. and the authority under it is issued. with a Summary signed by the Chairman and Secretary. per cent. and dates of filing. statement of the plan of reconstruction. Evidence that all Bonds issued and payable abroad bear the signature of Certificate some properly authorised person. or Scrip : issued. . A Statutory Declaration by the Chairman and Secretary stating 1. The Authorised Capital of the Company. with notarially certified translations. 2. The amount allotted unconditionally That the required amount. to the public.APPENDIX E RECONSTRUCTED COMPANIES 301 Certificate of Incorporation. and the Certificate that the is entitled to commence business. and (b) paid thereon in cash. &c. Copies of all Contracts relating to the issue of fully or partly-paid Shares. and that there is no impediment to the settlement of the Account.. Statutory Declaration by the Agents. Certified printed copies of all Contracts. stating 1. : That all Documents required by the Companies (Consoli- dation) Act. viz. has . The Allotment A Specimen Two Letter. 3. 1908. That the Share Certificates have been or are ready to be delivered. have been duly filed with the Registrar of Joint Stock Companies. &c. The number of Shares to which the Shareholders in the old Company were entitled the number and distinctive numbers of Shares unconditionally allotted to . ^. and the amount per Share (a) credited as paid up. Certified copies of the Memorandum and Articles of Association. LOANS which Details of the creation of the Loan. together with certified copies of all resolutions passed and Circulars issued in connection The Company A with the reconstruction. £ been paid thereon in cash. of the Share Certificate. such Shareholders and the amount per Share (a) paid thereon in cash. and the date when posted.. The number and distinctive numbers of Shares applied for by and allotted unconditionally to the public. 5. The Allotment Book. if Bond duly executed. Agreements. and (b) credited as paid up. Certified A copy of the Prospectus. 2.

The authorised and issued amounts of the Loan. The distinctive Evidence that numbers and denominations of the Bonds. A Specimen Bond. 4. and the : terms of 2. and that there is no impediment to the settlement of the Account. The numbers and denominations of those Bonds which bear the autographic signature of the London Agents or Contractors. SECRETARIAL PRACTICE That the Bonds are ready for delivery. 3.3 02 3. all Bonds bear the signature of some properly authorised person. An official certificate setting forth 1. and of the Laws creating and authorising the Loan. together with a Bond duly executed. Notarially certified printed translations of all Prospectuses. issue. BONDS QUOTED ABROAD Official evidence of quotation in the country to which they belong or where the issue has been made. .

A general notice that a director 3°3 is a member . 1908 BUSINESS director or intending director shall not be disqualified by his from entering into a contract or arrangement with the company. or otherwise. and if he do so vote his vote shall not be counted. be avoided. either as vendor._ APPENDIX F SPECIMEN ARTICLES OF ASSOCIATION Not included in Table A of the Companies {Consolidation) Act. or to any contract with Company Limited. nor shall any such contract or arrangement. or to any matters arising thereout. Any director so contracting or being so interested as aforesaid shall disclose at the board meeting at which the contract or arrangement is determined upon the if his interest then exists. agent. broker. or to any contract by or on behalf of the company nature of his interest. and it may at any time or times be suspended or released by a general meeting. and a director shall not as a director vote in respect of any contract or arrangement in which he is so interested as aforesaid. nor shall any director so contracting or being so interested be liable to account to the company for any profit realised by any such contract or arrangement by reason of such director holding the office of director. but this prohibition shall not apply to the agreement referred to in Article [preliminary agreement] hereof. first case at the to give to the directors or any of them any security by way of indemnity or of security for loans. or any contract or arrangement entered into by or on behalf of the Company with any person. firm or company of or in which any director shall be in any way interested. or in any other board meeting after the acquisition of his interest. manager. purchaser. or of the fiduciary office A relation thereby established. or to any modification thereof. or to any settlement or set-off of cross or counter claims.

in consideration of his or its subscribing or agreeing to subscribe. whether contained in these articles of association or not. or procuring or agreeing to procure subscriptions. If at at the . con- The company shall tingent. subject to at which any director any resolution reducing the number of fill up the vacated office. whether absolutely or for conditionally. then. any shares company. the retiring directors. in addition to the power to pay brokerage. shall be deemed to have been re-elected. future or partial interest. REGISTERED SHARES. TRANSFER THEREOF. to pay a commission not exceeding per cent. CAPITAL Upon any offer of shares for subscription. to any person or corporation. POWER OE GENERAL MEETIH alter The Company may from time to time. any meeting at which directors ought to be elected the places of any retiring directors are not filled up. instead of or in addition to any regulations of the company. subject to any resolution reducing the number of directors. for any shares in the DIRECTORS The company directors. whether absolute or conditional. shall be sufficient disclosure under this article.304 of SECRETARIAL PRACTICE any specified firm or company. and after such general notice it shall not be necessary to give any special notice relating to any particular in transaction with such firm or company as aforesaid. and is to be regarded as interested any transaction with such firm or company. it shall be lawful for company and the directors on its behalf. or any other right in respect of such share.general meeting shall retire shall. or any equitable. or such of them as have not had their places filled up and may be willing to act. in any registered share. by special resolution and make new provisions. upon the nominal amount of the said shares (or such of them in respect of which the company may pay or agree to pay such the commission). in the company. except an absolute right thereto . AND REGISTERED SHAREH< DERS >] not be bound by or recognise any agreement to transfer or charge any registered share.

and lodged The usual common form of transfer shall suffice. distringases. 6d. two meetings may be convened by one and the same notice. executor or administrator or assignee of a registered shareholder. be deemed his place of residence. but the same shall then be payable to the transferee or transferees. The executors or administrators of a deceased shareholder must transfer the holding of a deceased shareholder within a year and a day from the date of the deceased shareholder's death. guardian. certificates of marriage. and failing their so doing the board are authorised to withhold payment of all dividends that may accrue payable in respect of such holding until such time as it shall be so transferred. committee. for registration of grants of probate or letters of administration. The board are authorised to charge a fee not exceeding 25. shall rule otherwise). and the place so from time to time registered shall. his respective right under these presents to in respect thereof. and no objection to such notice shall be taken on the ground that it only convenes the second meeting contingently on the resolution being passed by the requisite majority at the first meeting. or any other document affecting the transfer of shares or stock of the company. for the purposes of the statutes and these presents. No more than four persons shall be entitled to be registered as the joint holders of any stock or shares (unless the directors in writing signed ment at the office for registration. to some person or persons who will be registered as members in respect thereof. NOTICES shall from time to time name to address in the United Kingdom. Every registered shareholder the secretary a place of When it is proposed to pass a special resolution.APPENDIX F in the 305 person from time to time registered as the holder thereof. powers of attorney. as regards any parent. to be registered as his place of residence or address. death or burial. x . and except also. or to transfer become a registered shareholder such share. Transfers of registered shares shall be effected only by an instru- by the transferor and transferee. Not more than one class of stock or shares shall be transferred by means of any one instrument of transfer. orders in lunacy.

and in the case of joint holders shall. in the absence of written instructions signed by all the joint holders. (b) The payment (c) shall be made only for such period as may be determined by the Board of Trade and such period shall in no case extend beyond the close of the half-year next after the half-year during which the works or buildings have been actually completed or the plant provided. and thereafter such person shall only be entitled to payment of such dividend in any other manner upon such terms and conditions as the directors shall think fit to so posted as aforesaid shall be impose. per annum or such lower rate as may for the time being be (d) prescribed by order in Council. Every such cheque shall be if of the person to whom it is sent. and may charge the same to Capital as part of the cost of construction of the plant. or to such member or person at such address as he shall in writing direct. at the address to which notices are to be sent to him as hereinafter mentioned. .306 SECRETARIAL PRACTICE DIVIDENDS Dividends shall be paid by cheque sent through the post to the or person entitled thereto. at his risk. and deemed to have been delivered to the addressee at the time of posting. The rate of interest shall in no case exceed 4 per cent. (a) work or building or the provision of Provided that No such payment shall be made without the previous sanction of the Board of Trade. pay interest on so much of such share capital as is for the time being paid up for the period and subject to the conditions hereinafter mentioned. (e) The accounts of the company shall show the capital on which and the rate at which interest has boon paid out of capital during the period to which the accounts relate. PAYMENT OF INTEREST DURING CONSTRUCTION raising Where any money shares of the company are issued for the purpose of to defray the expenses of the construction of any works or buildings or the provision of any plant which cannot be made profitable for a lengthened period the company may. The payment of such interest shall not operate as of the amount paid up on the shares in respect is a reduction of which it paid. be so paid to the joint member holder first named in the made payable to the order register.

22. 10. 20. 9. 1516. 7. Notice re Lodgment of Transfer. 8. 12. Notice re Certification on Transfer. Balance Receipt. . 17. Notice to Party on whose behalf Notice of Restraint has been lodged. Application for Shares where no receipt for Application Application for Shares with Receipt Form attached. . . Receipt for Transfers (Alternative). Rubber Stamp on Transfer. 23. 18. n. Share Certificate (with receipt form attached). (Alternative). 13. 5. 27. 19. Offer of 14. Application and Allotment Sheet. Receipt for Transfers over the Counter. Application for Bonds or Stock.. 3. 2. 4. . Declaration and Indemnity for Duplicate Certificate. Share Certificate (without receipt form). Notice on Presentation of Transfer with Nominal Consideration. Fractional Certificate. 1 a . Register of Transfers for 26. New Shares.. is issued. Register of Certificates Cancelled and Issued. 21. Allotment Letter. Board Meeting. Attestation where Deed Executed by Mark. 6. . Letter of Allotment and Interim Certificate. Common Form of Transfer. 24.» >> >> . 25... Notice to Party who lodged Notice 307 of Restraint. Allotment Letter with Receipts in full.APPENDIX G FORMS i.. through Post.

Call Letter. Indemnity and Request for Duplicate Dividend Warrant. &c. 43. 49. Debenture Stock Redemption Receipt. 30. Dividend Notice and Warrant (Alternative). 48. Certificate of Identity. 32. Petty Cash Voucher. Advice of and Receipt for Cheques issued. Dividend Notice and Warrant. Letters to Bankers. 57. 40. 56. 12. on Notification of Cancellation of Notice of Lien. 36. Ditto. Capital Authorised and Expended Register. and 30 are based upon those recommended by the by the Council of the Chartered Institute of window envelopes. Bills Book or Sheets. Call 39. 47. 45. Book. 52. Specimen of Documentary Foreign Bill of Exchange. Dividend and Interest Sheets. Dividend Request. specially designed to be used with ' ' Note.3 oS 28. io. 46. 35. Share Register. &c. Payable Book. Card Index to Share Register. 51. 44. 54. 58. 53. 37. Dividends Unclaimed Book. Index to Share Register. Reply to Bankers. 29. 50.. Bills Receivable 41. — Forms numbered Bankers Institute of Secretaries. 55. 31. Specimen Signature and Dividend Request. SECRETARIAL PRACTICE Request by Executors to be placed on Register. Voucher certifying Invoices. 34. Ledger Balance Book. 42. Invoice of Shipment. „ „ 5. 38. Debenture Stock Certificate. — . Power of Attorney Form to be signed on lodgment. 33. Mortgage Debenture Stock Certificate. and approved The forms were . 7. 6. Dividend List for Bankers. 9. re Notice of Lien.

— Share Certificate (where there is only one class of ihares). US 1.FORM No. Q W ej Ctf < < * >* .

[Endorsement on Share Certificate] .

FORM No. see page 295.) of Sharer. For Slock Q w o > I— 4J I = e o c-a u ja c tj o 1J I H U •« s -5° Si Os Us HH 2 — 03 «?t . — (Share Certificate wiiere there is more than one class Exchange requirements. 2.

[Endorsement on Share Certificate] .

. Fractional Certificate Representing No One Share. together with other similar Certificates. Entered N. will be entitled to an allotment of One Fully-paid £. Dated the 191.. By order of the Board. . Limited. nor can —This it Fractional part of a Share cannot be Registered. Shares of £.... making Shares. Id Stamp The Issue of 'A. shall be lodged at the up one or more whole Company's Office with the Application Form endorsed on the back hereof duly signed. this Fractional Certificate. of a I hereby Certify the that the Bearer of this Certificate. each.B..APPENDIX G FORM No.. Secretary.. . 3i3 FRACTIONAL CERTIFICATE.' Company. bear any Dividend until exchanged with other Fractional Certificates for an entire Share. subject That within to the following stipulation three months from the date hereof. in the Share of Capital of the above-named : Company... 3. together with similar Certificates. upon presenting same.

Stamp. notwithstanding me a Certificate of the and in consideration of the Company the loss of the Certificate numbered I. . or be paid.1 B and Address Note. Act. a Notary Public. A'. Witness's Name) X. I the said Company issuing to me of the said Certificate or otherwise howsoever in relation thereto respectively. and expenses which may be brought against. or a Commissioner to administer oaths in the Supreme Court of Judicature in England.. B. and . of I do solemnly and sincerely declare Registered Proprietor of that the Certificate ' Address. or in any other way disposed of the said and the same are my absolute property. j I. 1835. incurred. Declared at this A. costs. presence of STAMP. diligent but unavailing search for the same and I further declare that I have not sold. Limited. \ Insert here full Name. adhesive. a 6d. Z. and must bear a 2s. a guarantee or . — The and Indemnity must bear will so require if The Company nun. 19 Before me. I V. Dated Signed by the said in the this day of.. 191. moneys. This Declaration must be made and signed eitlier before a Justice of the Peace.' Company. destroyed or lost and that I have made. or sustained by the said Company by reason or in consequence of the said Certificate having been mislaid or lost. The 'A' Company. and by virtue of the provisions of the Statutory Declarations that am the Limited. A.. A />'. . losses. 2/6. 6d.. Limited. indemnify against all claims and demands. above-named A. / in the A.require of standing. . or caused to be made. impressed Stamp. do hereby request The A Company. 4. the ' ' to issue to hereby.314 SECRETARIAL PRACTICE FORM No. executors or administrators. B. numbered in respect of the said has been mislaid. or by reason or in consequence of the so doing. above mentioned. for myself. Z. And I make this solemn Declaration conscientiously believing the same to be true. either impressed or indemnity by a person the account be of any magnitude. and Description of Declarant. pledged. DECLARATION AND INDEMNITY FOR DUPLICATE CERTIFICATE. Y. damages. my heirs. B.

| See note on 3o8. /'//. with the necessary remittance.) payable on application for £ of the above-mentioned 5% Sterling Bonds. either by Allotment Letter or by return of the Deposit . sent. and I/we hereby agree to accept the same or any less amount that you may allot to me/us and to make the remaining payments thereon in cash according to the terms and conditions of the Prospectus dated 19 Xante (in full > Address fin full ). hereby request that you will allot to me/us that amount of Bonds. Having (at paid to you the £ being the deposit the rate of per cent. I/we. or Widow. E. Limited. (As Agents for the 'A ' Company sum of Limited.APPENDIX G FORM [Size 8j in. should be Bank. be forwarded in An acknowledgment will due cuir. To the Bank. (Signature) filled This Form. when duly up as directed above. To be written distinctly. The 'A' Company.C. Wife.) Gentlemen. to the Cheques )T should be If made payable from 'Order' to Bearer and crossed negoti^IL altered to 'Bearer' the alteration should be signed by the Drawer. 315 No. P rofe ssioti (A or Business is woman should state whether she a Spinster. 5.) Date 191 . London. APPLICATION FOR BONDS OR STOCK. being of full age. Issue of ^ 5 % Sterling Bonds No.se. by 8] p.

is a Spinster. with the necessary remittance. fin full). either by Allotment Letter or by return of the Deposit . The Company will forward an acknowledgment in due course.' COMPANY. the Bank. and I/we any less number that you may allot and Memorandum and Articles of Association of Company. Having paid to ' A. £ LIMITED. being of request that you will allot to me/us that to being Shares of age. Share Capital Divided into Shares of £ each. and I/we authorise you to place my/our name(s) on the Register of Members in respect of the Shares allotted to me/usthe Name To be written (in full). [Size 8j in.) (Signature (Dated 191 This Form. WHERE NO RECEIPT FOR IS ISSUED. Limited.. 308.. your Bankers the sum of £ full per Share on Application for a deposit of £ each in the above-named Company. to the Company's Bankers. Profession or B usincss (A woman should state whether she i . Address distinctly. hereby hereby agree to accept the same or me/us upon the terms and conditions of the Prospectus (dated ) number of Shares.' Company. Cheques should be made payable N oTj<BG23i^L If altered to Bearer and ere from 'Order' to 'Bearer' the alteration should be signed by the Drawer. I/we. when duly filled up as directed above. should be sent. To the Directors of The Gentlemen. Issue of Shares of No. THE 'A.316 SECRETARIAL PRACTIG FORM APPLICATION FOR SHARES APPLICATION No. Wife or Widow. 6. by 8j in/ See note on p.

APPENDIX G FORM [Size 13 in. when duly filled up as directed above. Received for account of The 'A. - SHARE CAPITAL Divided into Issue of - - £ Shares of £ Shares of No. should be sent entire. Iterforated] THE 'A. Having paid to your Bankers the sum of £ being a deposit of. This Receipt. to Cheques should be made payable If altered Bearer and crossed the alteration "^ 0T negotiable be signed by the from 'Order' to 'Bearer' should Drawer. to the Company's Bankers.. within the bordered space below. .] See note on p. his or her name and the full address to which the receipt should be sent.. I/we. To the Directors of The Gentlemen. and I/we authorise you to place my/our name(s) on the Register of Members in respect of the Shares allotted to me/ns. .each in the above-named Company. hereby request that you will allot to me/us that number of Shares. Limited. For Joint Accounts the first name should be written within.) . Address Cashier . Limited. ) Name To be written distinctly (in full) Address (in full) Profession or Business (A {Date) woman should state whether she . LIMITED. by 8} in. and the other or others below the bordered space. 'A. being a deposit of per share on Application for Shares in the above-named Company. THE 'A. being of full age.per Share on Application for Shares of £.C. the Bank. LIMITED. Lombard Street. The Applicant is particularly requested to write clearly. 191 (Signature) This Form. th§ undermentioned amount. j 317 7. when returned by the Bankers. must be preserved by the Applicant to be exchanged in due course for the relative Share Certificate. and l/we hereby agree to accept the same or any less number that you may allot to me/us upon the terms and conditions of the Prospectus (dated and Memorandum and Articles of Association of the Company. with the necessary remittance. Limited. I'n- application receipt. London.' COMPANY. Bank. from the person(s) whose name(s) if/are written in the margin. E. No. Wife or Widow. is a Spinster.' COMPANY. . Name of First or of Sole Applicant. . the receipt being exactly a quarter of the whole form. APPLICATION FOR SHARES WITH RECEIPT FORM ATTACHED. 308.191 Joint Applicants (if any) Names only.' Company.' Company.

£ s <• a. u d £ u S -o 3 -2 d 1 ^ a q >. W X 3. 8. 55 O ^ i— 3 - I ^ .FORM No.

Shares [Stock or Bonds] of In response to your application. 1 COMPANY. . j * RECEIPT). for which a cheque is enclosed £ Payment of the amount due from you should be made on or before as directed below. For Bank. All OTMEN i . oT hegotiab^.. Issue of Sir or Madam. .. .. the docket at the foot being exactly a quarter of the whole form. £ — — . must be forwarded entire to the Company's Bankers. — - The Amount z .] No Space Address of Allottee. Limited...APPENDIX G FORM No.' Company... . to be filled in by the for Name and Tin-: 'A. LIMITED..C. — . you have been allotted Shares of / ~ ./c- I 'J . altered from ' Order ' to ' Bearer the alteration should be signed by the Drawer.. London.] By Order of the Board. . Cheques should be made payable If to ' Bearer and crossed j.. 308.' Received for account of the ' Company. the amount due on Allotment. . Stock or Bonds payable on Application and Allotment per Share) - . [Further particulars with regard to this Issue can be inserted here as required. . . the Bank who will return it duly receipted. Notice of such exchange -jvill be given by the Company (by advertisement). 7). .. .. 319 ALLOTMENT LETTER (WITH ONE See note on p. Secretary. 191 Company. Making amount due to you. by 8£ in. with remittance. Stamp. 9. A. -zof the A Company T . You per cent. Date [perforated] 191 No.. This Form.. [Size 13 in. THE 'A. (viz. It should then be carefully preserved to be exchanged for the relative Certificate (or Scrip) in due course. Limited. LIMITED.. E. Limited. . £ £ Making amount due from you on Allotment . Cashier. ' is. M. . .. each r . / r . .) have already paid .

C. For Date Bank Cashier.. the amount in full Slur res. must be forwarded entire to the Companv's Bankers. .' COMPANY. -g ALLOTMENT. . You per cent. .] Stamp See note on p. £ Date 5 M O S J2 ™E 'A. 191 [perforated] FULL. Notice of such exchange will be given by the Company (by advertisement).' Company. 19 Allottee. 6d. This Form.. the dockets being exactly a fourth of the total length.. It should then be carefully preserved to be exchanged for the relative Certificate (or Scrip) in due course. . Address of The 'A.. Limited.. £ £ Making amount due from you on Allotment Making amount due to you.. Limited. 10. For Date iwyvi N r IN Ban k Cashier. In response to your application. .. . for which a cheque is enclosed £ Payment of the amount due from you should be made on or before the as directed below. 308. E. payment on the Company. London.' account of the A. No Space for Name and Company. .) have already paid / ^ . Cheques should be made payable If to ' Bearer and crossed soT nbgotia]^ altered from ' Order ' to ' Bearer the alteration should be signed by the Drawer. Limited.' Company.. . by 8 J in. . Limited. Stock.. £ 191 .. . above-mentioned due on Allotment... with remittance.. ALLOTMENT LETTER (WITH RECEIPTS FOR AMOUNT DUE ON ALLOTMENT AND FOR PAYMENT IN FULL). Instalments and other matters can be inserted here as required. Date 19 . the Bank who will return it duly receipted. you have been allotted each . [Further particulars as to Payment in Full. [Size 13 in. ..320 SECRETARIAL PRACTICE FORM No...] By Order of the Board. (viz. - v IS . No LTD. . Xo LTD.. to be filled in by the • Issue of Shares [Stock or Bonds] of Sir or Madam. Shares of £ of the A Company. the ' Received for ' account of Received for A. £ .. 79/ . THE *A. Secretary.. Stock or Bonds The Amount payable on Application and Alloment per Share) .' COMPANY.

APPENDIX G 321 a J8 « T .

Secretary.' as set out on the reverse of this letter. who must be of full age. .. 308. to the Company's Bankers. your present holding and the extent of your right to participate in the above-mentioned issue are specified on the Reverse of this letter. reference to our Circular of this date. E.C. TO ACCOMPANY CIRCULAR OF THE COMPANY. with the necessary remittance. you will please fill up and sign the Form of Acceptance and forward the entire sheet. [Size 13 in. At a Premium of Shares of £ per Share. 12.. by Sj in. London. your // the Conditions as to Acceptance and Payment tire not duly obs riglit to participate in the above-mentioned Issue will be absolutely tlie forfeited (and the Directors will deal with the Company at their discretion I. Should you at the elect to divide Company's your rights. SHARES. as directed in the preceding paragraph.] The Authorised Capital of 'A.] [front. the entire Form must lie deposited Office to be cancelled and exchanged for Split Forms.322 SECRETARIAL PRACTICE FORM OFFER OF NEW No. £ . the With Bank to be received If by them not later than ' you desire to transfer your rights you must sign the Form of Renunciation and Nomination. each. and your Nominee(s). 191 To the Shareholder whose name Sir or aiul address are written in the bordered space on the Reverse of this Letter. Madam. opposite your name and address. £ each. If you intend to take up the shares to which you are entitled. Office. [perforated] A Share Certificate in the name of the Acceptor will be ready on it will be exchanged on or after that date at the Company's in exchange for this Receipt. which Shares have been issued and are Further Issue of At Par. [see ovek .' Company. the receipt being a quarter of the whole form. Limited. with the necessary remittance. divided into Shares of fully paid up. Shares for the benefit of Yours faithfully. See note on p. must (instead of you) then fill up and sign the Acceptance Form and forward the entire sheet.

fBACK of form 12 1 I'm 'A. Address Cashier. i 1911. Instructions as to Signatures of Joint Holders. 12 [continued). The Further issue of ' A. £5 and over. 6d. No. to be signed by the Shareholder only Rights are renounced. per Share letter. payable on Acceptance of Shares of above- mentioned Issue. (if any) Names Form ox only. within the bordered space below his or her name and the /«// address to which the receipt should be sent For Joint Account: the hrst name should be written within. Name full). Limi i i d No Present holding Entitled to a Shares. Space for Name and Address of filled />/D Shareholder. 30S. to Bearer and crossed ' Order ' to ' Bearer the alteration should be signed by t Instructions as to Signatures of joint Acceptors. from the person(s) whose name(s) is/are written in the margin the undermentioned amount being the First Instalment at the rate of per Share. wife or widow. (Signature of Shareholder)* Date stamp.Form No. ' 191 . Limited. fin I/we hereby renounce my/our right to the above-mentioned new Shares and Address and Occupation of nee. id. Received for Account of The 'A. if the To the Directors of The 'A. Under £5 Nominal.' Company. Limited.' Company. Having paid to your Bankers the sum of £ being ' or Nominee.' [perforated] Company. the First Instalment at in respect of Shares referred to in the within I/we the above-mentioned Shareholder^)/ Mom inee(s) hereby accept your offer of the said Shares pursuant to the Memorandum and Articles of Association of the Company and subject to the terms and conditions of your Circular of and I/we authorise you to place my/your name(s) on the Register of Members in respect of the said Shares.' Company. Limited. See note on p. For instructions as to exchange of Receipt for Certificate see reverse.' Company.e Nomito woman. (Signature of Acceptor)* Date Cheques should be made payable If altered from the Drawer. whespin- have all the benefits of the offer contained in your Circular dated Affix 7 state ther ster. . to be the in by Joint rata allotment of Shares Company. Shareholder. Limi ed. The(Acceptor is particularly requested to write clearly. and the other or others below. this V 2 . the bordered space. For Bank Limited. If nom ina'. the rate of Form of Acceptance to be signed by the Shareholder To the Directors of The A. Renunciation and Nomination. Shares of £ each at i Name of First or of Sole Acceptor.

assign and transfer to the said Transferee pounds Stock ] / ' each A. and is in consequence conveyed immediately to the Sub-purchaser. . Administrators. do hereby bargain. COMMON FORM OF TRANSFER.' [54 & 55 Vic. S. : ' obi. subject conditions on which I/\ve held the same immediately before the execution hereof . sealed. . D Address L.324 SECRETARIAL PRACTICE FORM No.] . ^ {Occupation * The Consideration-money set forth in a Transfer may differ from that which the first owing to sub-sales by the original Buyer the Stamp Act requires that in such cases the Consideration-money paid by the Sub-purchaser shall be the one inserted in the following is the Clause in question the Deed. and delivered by the above-named ) S in the presence of : y | (Signature l "\ C. having contracted for the purchase of any Property. and I/\ve. Company. sell. 13. B. and Assigns. see Chapter VII. contracts to sell the same to any other Person. as regulating the ad valorem Duty Seller will receive. lUddress *£ • /£N ^ {^Occupation Signed. D shares of hereinafter called the said Transferee. 39.. hold unto the said Transto the several his/their Executors. lined the Property a Person.) I Where — [For the recommendations 0/ flic Council of the Institute in regard to execution of transfers. sec. do hereby agree to accept and take the said Stock (shares) subject to the conditions aforesaid. 58. sealed. I/we. thi ance is to be charged with atl valorem Duty in respect of the Consideration moving from the Sub-purchaser. As Witness our hands and Seals this day of in the year of our Lord One thousand nine hundred and Signed. . in *consideration of the Sum of One hundred pounds paid by C. All. and delivered by the above-named in the presence of : ?> (Signature N j A. the said Transferee . Limited. sub-sec 4.' paid numbered to of and in the undertaking called the feree . but not having a Conveyance thereof. cap.

APPENDIX G 325 FORM No. . REGISTER OF CERTIFICATES CANCELLED AND CERTIFICATES CANCELLED ISSUED. 14.

15.) [Left hand side. REGISTER OF CERTIFICATES CANCELLED AND ISSUED (ALTERNATIVES TO No.326 SECRETARIAL PRACTICE FORM No.) . 14.

fc:S ° 5 ^ r d m H .H £«=y3 oil <^ sa S I jj J? 1 fe i i \ V! s^ -2 "2 O e a o .a Q S* u S2. 16.APPENDIX G FORM — No.2 oj _ <y - V.2 -s ^5 3 - <o — * *-o S « ° 6 « M O -° P 20 >.* ^ o id o I S S 8 ^9-9 « u C fa u t>C°H C M G u *« *-. <o O O c o R jq n) »-• *-• y c ^r W C ~ rt •^ _ •a.> 1 = 1^ >° . 9 o u Q-3 C nj is rt <- <S t-Ma o^ o a '> 8.« o o y 1 1 O.. 327 BALANCK RECEIPT.H 3 "~ o >en -G — "> 5 s^ H I c 5 •SCO.

subject hese. : to the approval of the Directors. No.] The ' A. will.C. London Wall. should be enclosed in a plain envelope as a precaution against interception. certifi- purporting to be signed by you. . Yours faithfully. B. E. Please note that the undermentioned Deed of Transfer. NOTICE RE CERTIFICATION ON TRANSFER. . 191 To A.328 SECRETARIAL PRACTICE FORM [This notice No. of Shares. Secretary.' Company Limited. Dear Sir or Madam. Unless the I hear from you to the contrary I shall assume same to be in order. - been lodged for have Th cation. 17. I i c ' when executed bv the transferee . be duly registered STOCK or £ NAMES OF TRANSFEREES.

APPENDIX G FORM No. (Fok Alternative Form See No. RECEIPT FOR TRANSFERS OVER THE COUNTER.2 gj «j a "" 8 <C ^ <-> p ". 20. 18.£ a u 5 c V u [aaivmuaM] c *„.) 329 E I I I I 8 **« lu e o •5 be S o X C O 0) v- «J O O E 4> b +* x c . 0. be != C « u <u 2 4) Drt S c is N HO" - "O 1 a) rt — 4J £ 2 .

- §1 E [anivaoaaaj] . .330 SECRETARIAL PRACTICE FORM No.£ 5 o w a S - >. 19. RECEIPT FOR TRANSFERS THROUGH POST AND EETTER ENCLOSING NEW CERTIFICATE.2 S a J O o IZ — DC . (For alternative form see No.s J =: o H .) -> tv. 20.

y PC 6 Q U o 1 . - . RECEIPT FOR TRANSFERS (ALTERNATIVE). 20.s a. s ° OT -a 5 o J of i.APPENDIX G FORM en <D 33i No. <3J o w o H ._ >. o 'A .

RUBBER STAMP ON TRANSFER.. The ' A.332 SECRETARIAL PRACTICE FORM No. .' Co. FOR RECORD OF OPERATIONS. Ltd. 21.

To A.. Limited. Please note that the undermentioned Deed(s) of Transfer. purporting to be signed by you. g— r been lodged at this Office : for registration. . 333 NOTICE RE LODGMENT OF TRANSFER. B. of Shares. ' Company. Yours faithfully. London Wall. E. viz stock or £ NAMES OF TRANSFEREES. 191.] The ' A. Unless I hear from you to the contrary I shall assume the same to be in order.APPENDIX G FORM No. tinted paper to distinguish it It should also be printed on readily from Form No 17. subject to the approval of the Directors.C. 23. Dear Sir or Madam. Secretary. [This notice should be enclosed in a plain envelope as a precaution against interception.. No..

334 SECRETARIAL PRACTICE NOTICE TO PRESENTATION OF TRANSFER WITH NOMINAL CONSIDERATION UNLESS ADJUDICATED OR PROPERLY ENDORSED.' FORM No. (See page 60. (e) ^ certify that this transfer is made e of the transferor and that no to a mere nominee beneficial interest passes. of those funds to which the beneficiary is entitled in accordance with the terms of the settlement. forming the share. (//) ^e - - certify that this transfer is made to the person(s) entitled to the Security as part of the Estate ot a proprietor (/) who died intestate. is ^e certify that this transfer made to a beneficiary under a Settlement on the distribution ot" Trust Funds of stock. BE ISSUED ON Company. . if) certify that this transfer is made to a residuary legatee of Stock (or Shares) forming part of the residue divisible under a Will. &c.i transfer loan. (c) certify that this transfer is made on made on the retire- ment of a Trustee. is ((/) certify that this transfer the appoint- ** e ment of a new Trustee of a pre-existing trust. certify that this .) The Transfers made 'A. for nominal consideration must either (l) bear Revenue Adjudication Stamp.r. (2) be accompanied by a written explanation certified by an Official Deed Marking Officer. or (3) be accompanied by one of the following explanations signed by the transferor(s) and transferee(s) or by a Banker or Stock-Broker on their behalf the Inland (a) . is made by way of Security for (b) T rr— We We - certify that this tranter is to the original transferor made on re-transfer on repayment of a loan. Limited. is (g) ^e certify that this transfer made under a Will in satisfaction of to a beneficiary a specific bequest of the Security transferred. 24. or part of the share.

Ordinary Stock. Con.. register of transfers (for board Meeting). Date of Registration.APPENDIX G 335 FORM No. 191 No. . . 25.

— These notices should be sent by registered post.] . E. Loxdox Wall. on the the Stock of Shares) referred to in the Affidavit and Notice Restraint dated . 191.C.P. I [ BEG ( to inform you that deed(s) transferring the Shares] registered in the joint names at of O.. Dear filed Sir(s). and lodged this Office and you notice on behalf of the Company that such transfer(s) will be duly passed by the Directors after the expiration of eight days from the date hereof. 27. Secretary. Please acknowledge receipt. I beg to send you herewith copy of a letter forwarded to-day to on whose behalf the restraint was placed. faithfully.336 SECRETARIAL PRACTICE FORM No.. Limited. NOTICE TO PARTY WHO LODGED THE NOTICE OF RESTRAINT... unless in the meantime I has(ve) been presented here for registration. Limited. London Wall.C. & R. FORM No... S.' Company. & R. Stock Shares] registered in the joint names P. notifying them that the Stock (Shares) is (are) about to be transferred. Yours [Note.' Company... at the Company's [ Office on of £. 191. NOTICE TO PARTY ON WHOSE BEHALF NOTICE OF RESTRAINT HAS BEEN LODGED. E. Secretary. 26. The 'A. Referring restraining to the Affidavit and Notice dated and lodged by you the transfer of O. have to give proceedings are taken to prevent the registration of said transfer(s).S.. Yours faithfully. Dear Stock Sir(s). The 'A.

and G. late . F. Addresses and Descriptions. H. Name of deceased. 191. standing subject in the the name deceased. Usual Signatures. Name Address Description E. 28. Names.• I'PENDIX G No.' Company. 337 FORM REQUEST BY EXECUTORS TO BE PLACED ON REGISTER. PROBATE. To the 'A. the undersigned. Dated Full this day of ... Executors of of the Will of the hereby request you to register us as members of your Shares Company numbered in respect of the [or £ of Stock] of such the said Company. Note. No. F. We. to several conditions on which the deceased held the same. — The Company's Share or Stock Certificates must be lodged Offices with this request. now . is at the [No stamp necessary where above form is used.. H. Limited. Name Address Description G. E.] .

I).. or other identification. or other authorised Agent. 191. 29. D.' Company. certificate of death or marriage.. the undersigned. A ddress Date * Deed of Transfer.. years is and in upwards now the with who registered books of The 'A. in the* of herewith is and which an Abstract hereto subjoined.. Limited. as the Proprietor of Shares of each. is the same person as the said Signature.) I. for state that I have known and last been past well acquainted C. B.. mentioned exhibited. CERTIFICATE OF IDENTITY The (To be made by a 'A. in the name of of .338 SECRETARIAL PRACTICE FORM No. Probate. A. A.. of London. B. document reiiuirins .' Company. Solicitor. Broker. and that C. Limited.

Making the Shares Sir ok Madam. 191 Shareholder. Limited.' Company. Call of per Shake on [ssi e of Paid. Date 191 . i per Share of Shares. Limited. CALL LETTER. Im . the who will return the Notice duly receipted.. or the Articles of Association provide for any penalty for failure to pay on due date. the docket one quarter of the total length of form See note on p. ' Received for account of The A. Secretary. London. For Bank. Cheques should be made payable If altered to Bearer and crossed not »rootiabl__ from 'Order' to 'Bearer' the alteration should be signed by the Drawer. to be the filled in by Company. No Space for Name and Address of The 'A. [Particulars should be given here if the Certificate requires endorsement. E. pressed Id Stamp. [Size 13 in.' Company. Date [perforated! 191 No THE Call of 'A. by 6j in. 308. Shares.' COMPANY LIMITED. 30.C.] By Order of the Board. to the Company's Bank Bankers. . by a Resolution of the Board have made a Call as set forth above. the amount of the above-mentioned Call as stated. Cashier.APPENDIX G 339 FORM No. I dated have to inform you that the Directors. in registered in your The amount due from you name is £ respect of the Shares which must be sent on or before together with this entire Notice.

.340 SECRETARIAL PRACTICE FORM No. * \ A. . THREE ACCOUNTS TO A PACE Name. 31. SHARE REGISTER. Address . />'.. . Deposit on Allotment 1st call (Occupation) 2nd call 3rd call Total Shares Acquired.

reference to your communication dated the which communication purports to be a notice of the deposit of certain Certificates of Stock [Shares] of this I Company with your Bank. . 32. FORM OF REPLY TO BANKERS AND OTHERS RE NOTICE OF LIEN. The 'A. the said communication.APPENDIX G 341 FORM No. Limited. beg to inform you that [under the Articles of Association] the Company and not recognise its Officers are in unable to recognise. Dear Sir. I return vour communication herewith. London Wall. 191.. Yours faithfully. and will or any way act upon..C. (Registered).' Company. E. Secretary To the Manager Bank. With .

Secretary. consequently nothing for us to delete.C. Limited. 191 Dear Sir. Bank. 33.' Company. FORM OF LETTER TO BANKERS AND OTHERS IN EVENT OF RECEIVING ADVICE OF CANCELLATION OF NOTICE OF LIEN. The Manager. 1 am in receipt in of your letter of \c no record was made there is our Books of the charge mentioned. .342 SECRETARIAL PRACTICE FORM No. E. London' Wall. Yours faithfully. The 'A.

34. 3-43 INDEX TO SHARE REGISTER.APPENDIX G FORM No. bib a 2 "o X .

p . 35. W H en >—• O w « « <3 K en O H X w Q c 'O a.344 SECRETARIAL PRACTICE FORM No.

191 . GENERAL ACCOUNT. General Account. Limited.' Company.APPENDIX G FORM No. The ' A. 345 VOUCHER CERTIFYING INVOICES. Date of Account. 36.

o Be good enough receipt appended.' Company. Q faithfully. ADVICE OF AND RECEIPT FOR CHEQUES ISSUED. London Wall. The 'A. Yours - u Secretary. Limited.346 SECRETARIAL PRACTICE FORM No. 37. 191 Dear the of Sir I . > - - To - . ICC. beg to hand you herewith for the Company's Cheque /" : : sum of in : payment your accounts as under fc J o Q. to sign the formal it and return to me by the first post.

£2 1st Final 191 due < CO H W w p. " z CO o PQ ^ o c/i J i-J •< w 5 CO I oo .APPENDIX G 347 Call. January. 10s.

348 SECRETARIAL PRACTICE FORM "« No. P W o o o > u H H W Ph < o . 41.

<! O . 42 and 43. 340 SMHVWHH o w? C >"* o T3 1) »*- C c <u B.i APPENDIX G FORMS Nos.I <u Z > H 75 i—i u o w Q Q u Z * W o a.w z «! o o - 3 « 2 X Q - z W c/) Q W I < ffl 2 o s^ X H < J < H p— O. x 5 w « w .

35« SECRETARIAL PRACTICE FORM jjuEy qSnojq} No. 44. .

APPENDIX G FORM Total 35i No. 45. .

Administrators and Assigns.' COMPANY..g. . in e. my Executors. the Directors all to hold the said Company. ^"100 ordinary stock] registered my name. in lieu of the original lost. 191 Signature.. Dated this day of. or mislaid. 6d. Address. 46. To the Directors of THE 'A. issued to the I said Company a duplicate to me and request that such duplicate Warrant may be me accordingly. STAMP unless under £5. Witness Signature Address Occupation. In consideration of The 'A. . hereby undertake and engage for myself.352 SECRETARIAL PRACTICE FORM No.' a duplicate Company or issuing to me Warrant for the [Interest Dividend] to the [30 June or 31 December. Warrant No I which has been destroyed. 191.].. amounting to £ dated on the [amount of holding. and and Officers thereof. INDEMNITY AND REQUEST FOR DUPLICATE DIVIDEND WARRANT. harmless and indemnified against losses and expenses which may arise in the event of the said original Warrant being paid in or forthcoming at of any future time. or otherwise issuing consequence as aforesaid. LIMITED.

Proprietors are requested to give early notice of any change of address.AI'I'KNDIX C..' Form No.C. Stock £ ( /'.. and that the Tax so deducted has been or will be paid by the Company to the Commissioners of Inland Revenue. 353 FORM No. . DIVIDEND NOTICE AND WARRANT. Stock £ (3 /'. Less Income Tax @ in the /. . For the ended 191 Secretary. Yours E faithfully. Limited. Amount payable Name. (See Alternative The 'A. a.. London Wall.a. 47.1. the pleasure to send you a warrant for the amount of dividend and 191 to you to the I hereby certify that there has been deducted for Income Tax the amount stated below..%p.% p.. 48.Orel.) Company. Dear I Sir. No.Shares &£—•% s .Pref... interest have due . ( (Continued on next page 2 \ . E. > Interest or Dividend. 191. .

' COMPANY.. 47 {continued). must be verified at the Company's Office. LIMITED.' Company. If not presented within Six Months from date. 191 ended No. Ld Pay A.C 191 Bank. Limited.. and be signed by the person to whom it is it made payable. . or Order the sum of For and on behalf of the ' A. . 3 London Wall.Din Secretary Payee's signature. E. DIVIDEND WARRANT. Dividend and/or for the interest warrant.354 SECRETARIAL PRACTICE FORM No. B. This Warrant must be presented through a Hanker. THE 'A.

' No. Proprietors are requested to give early notice of any change of address. LIMITED. . Limited. This Warrant must be presented through a Banker.) THE COMPANY. London Wall. .£:: . E. DIVIDEND NOTICE AM) WARRANT. 48. DIVIDEND NOTICE. must be verified at the Company's 2 A 2 . be retained by the Proprietor. Less Income Tax in the £ •. 191 I have the pleasure to send you herewith a Warrant for Dividend on your Shares for the ending 191 Dividend on the rate of . Ld. at p. ' Company. LIMITED. at percent. This Statement will be accepted by the Income Tax Commissioners as proof of deduction of Income Tax.C.Director Secretary Payee's signature. [perforated] THE COMPANY. £ £ / i r~ hereby certify ilnil the Income Tax deducted from the amount of this Warrant has been or will be paid by me to the proper Officer for the receipt of Taxes. 47. I z Sh tilings and Pence For and on behalf of the ' A... 'A. £ . . DIVIDEND WARRANT.Bank. ss Pay the to or Order t sum of Pounds.APPENDIX G FORM (Alternative to 355 No. faithfully. 191 . Secretary. Yours To.C Dear Sir. Form No.' London Wall. . and it should. and Designed by tlic person to it whom it is nade payable. a. . E. Months from date. Shares at £l each. 'A. therefore. it not presented within Six Office.

NVi . or which may hereafter stand registered. In case of a joint account all holders must sign. Signature of Proprietor NOTE. hereby request that you will transmit by post and pay the the Dividends and Interest from time to time payable on Stock and Shares standing registered. To the Secretary of THE 'A. 49.356 SECRETARIAL PRACTICE FORM No. in "^r name(s) in the books of your Company.' COMPANY. DIVIDEND REQUEST Address 191. LIMITED. I . to whose receipt shall be your full and sufficient discharge.

'A. 191.' Company. E. SPECIMEN SIGNATURE AND DIVIDEND REQUEST.APPENDIX G FORM (This 357 No. Limited. Form may be of scut out with Certificate all new holdings.. 50. For Office use Only.C .. London Wall.) in the case The No To (Address).

Amount.358 SECRETARIAL PRACTICE FORM No. . To be scut to Bank with to top half of warrants and a cheque cover the total amount. .C. Dividend and Interest payable to Ordinary Stock and Share- holders as per detailed statements attached. ended No. 191 Amount. E. 191. London Wall. The 'A' Company. 51. No. . Ltd. For No Amount. DIVIDEND LIST FOR RANKERS.

5 <! PL. U < o < <+* -. 52.FOBM No. =1? Q W H ^1 < = f—I t— I u -« <- o o-£ n . <S 5-2 _ C c 161 .— Debenture Stock Certificate. o u § u o — D.

W pq w Q W '_- <.' 360 SECRETARIAL PRACTICE FORM No. ^ ^ in _ - 5 c 8 '- •' = 8 - 1 w :. >- U — •_ u - y < Oh 'a 3 „ -f « o w u . h U ft I* U o U U u V X = D H v. 53. H 2- _ C .

APPENDIX G 36i FORM No. [back of fo Si s -3 T3 . 53 (continued).

in full the sum of satisfaction and discharge the of all moneys payable or to become payable in respect of £ we are Stock of the said Company of which the registered proprietor (s) referred to in the Certificate(s) numbered thereof. ID. Signature. DEBENTURE STOCK REDEMPTION RECEIPT.. Signature. STAMP. 54.. Limited.. Address .. Address . Signature Address . ..362 SECRETARIAL PRACTICE FORM No.' Company. and of all claims and is demands on account The me delivered said of Certificate(s) are up by - us for cancellation referred to. RECEIVED of the 'A. the £ Stock therein £ Dated the.

Manhattan For and on behalf of R Smith & Co. 191 . Street. *"\ EXCHANGE clays for £110 10s.APPENDIX G FORM No. Od.) from the of Freight and 3rd B/Lading retained by Consignor of goods.' / 101/200 100 Cases New York To Messrs. Commercial Invoice sent to Consignee. U. Director. Ltd.S. At Sixty after sight pay this First of Exchange second unpaid to our order Acceptance against B/L attached the sum of One hundred and ten pounds ten shillings value received which place A to acct. No. of Exchange attached of Collection. Note : — Draft and B/Lading 1st. to B/Lading mailed to Bank 2nd of Exchange attached to B/Lading mailed to Bank of Collection. in triplicate. 55.A. differ (The Commercial Invoice may Consular Invoice by the amount Insurance. B & Company. 1st. ( ( ! . 363 SPECIMEN OF DOCUMENTARY FOREIGN BILL OF EXCHANGE. . First of Exchange Secretary. A 50. Consular Invoice sent to Consignee for clearance. October.. New York.

INVOICE OF SHIPMENT. Marks and Numbers. 50. New York for the B U.A. 56. A Co. 191 Dr. shipped per 'Briton' Invoice of 100 Cases for s. England. .S.s. New York City.364 SECRETARIAL PRACTICE FORM No. To R Smith & Company. London. Limited.. & Account and risk of Messrs. Manhattan Street.

beg said to inform you that the following is the signature of my Attorney. Witness to Signature of Proprietor. (Form to be signed on lodgment. The Dear 'A. 365 POWER OF ATTORNEY. and that the Power is still in force. Limited. D. reference to the Power of Attorney dated granted by Office me for in favour of C. 57. and lodged at the I Company's registration. Sir.' Company.. Occupation. To the Secretary. Signatu re of Proprietor.) (Address) 191 . With 191 . Signature of Attorney .APPENDIX G FORM No. A d dress. Yours faithfully.

(Form to be signed on lodgment. The Dear Sir. Signature A ddress .) . 58. granted to me. where signature of donor is unobtainable. and that the above is his signature. by Office for registration. reference to a Power of Attorney dated .366 SECRETARIAL PRACTICE FORM No. We the undersigned being the - . which is unrevoked and in full force. the undersigned. POWER OF ATTORNEY. 191 To the Secretary. Yours faithfully. Limited. of the Donor of the Power. With .' Company. 'A. Banker certify that we acquainted are with the Attorney above men- tioned. I and lodged at the I Company's to act beg to inform you that desire upon the said Power of Attorney.

211 of receiver. 59 3»7 . 44 return of allotments.7 liNDEX Accounts provisions in articles. form of. 25 interpretation. 66. Letters of. 19. 19. 8. purpose and scope. 303 Assets fixed. 21/22. 51 member resolution. 67 Administrator. Annual General Meetings list Meeting. 42. wife witness to husband's signature. 28 names on names in transfer. 50 procedure as to. 1 articles. 321 Alterations name of company. 4S legal decisions. 90 4. 129 of auditors. 25 58 Associations not for profit. Amendments to resolutions. 133 method of keeping. 88 of forfeiture. and vice versa. See Meetings Administration. 193 specimen clauses. 50 forms of. 8 12. 43. 14 may sign. 73 Anmdment 293 Accumulated profits. 163 Adjournment. 317 Appointment of directors. 21 binding on company and members. 319.-. 18. 128 forms of allotment letter. 19. 316. 320. memorandum ami 8 arti- stamp and foreigner fee. 20 books of. 122 Application for shares withdrawal of. 118 of committee of investigation. 43 Ad valorem duty on transfers. 23 inconsistency with memorandum. 23 effect on relations . 14. 303 Allotment requirements as to. Stock Exchangerequirements. 131 executed outside United Kingdom. 25 articles cannot extend powers. 50 posting of allotment letter. 46 allotment 49 letter. 46 filing of statement and contract. 155 Articles of Association registration of. II. 270 signatories. 116. alteration. Attestation transfers > capital. 6 Agents signing cles. 21 agreements with company. of company stamp duty. 25 copy to be furnished to on request. 27 legal decisions as to. See Annual and summary. 8 signing for the company. register. 18. 211 Stock Exchange requirements. 16 objects of company. with members and outsiders. 133 statutory companies. See Personal Representative Adoption of agreement. 272 Agenda.

120 Board of Guardians. 176 finance bills. 1. 224 Board of Trade dispensing 4 sanction to with ' limited ' in name. change of name by. restriction membership unless registered. 178. 17G remitted bills. 175 accommodation bank bills. 135 of 3 Stock Exchange requirements articles. Bearer. conversion of shares into stock and stock into shares. 158 Bank Bank signing of. 29 issue of preference shares. 28. 20 appointment of. See Debentures Books of Account cash. 55. 273 Bills of exchange use of company's name in. 223 Attorney. 339 liability of estate of deceased shareholder. 273 debentures. 157 report. liability of banker. 59 in Scotland. 59. 7-1 . 170 payabli 73. 30 Blank subdivision. 332 description of witnesses. is illiterate 368 Attestation when party or infirm. 65 director. 347 Cancellation of shares. 2S forged indorsement. penalties for 72 non-payment and forfeiture. 177. 147 pass. 71. 175 drawing. 155 no director or officer may be. 31 reorganisation. 178 non-payment. 19. 81. 31 reduction. 157 ' B ' list of contributones. 30. 43 156 rights and duties. 82. 135 petty cash. 166. 347' transfer. See Commission in Banking company. 29 notice to Registrar. 325 Capital clauses in memorandum. 10. 176 inland trade bills. Bankrupt transmission. lien in respect of. 363-4 payable and receivable. 184 Bills forms of. 222. 274 128 keeping accounts of. - payment in advan< 1 form of resolution to make call. 86 Brokerage. 170. 95. 74. 63 Balance certificate. See also Warrants to bearer share warrants.— INDEX contd. 218. 55. 293 consolidation. 76. 140 Books of company. 64 increase. 75. 116 Calls liability of joint holders. 155 removal. 178 indorsement of by attorney. 158 bills. 176 pass-book. See Power of Attorney Board meetings. 68. 70 when owing and making of. 38 37 of. ~2 specialty deb 72. 176 bills. 217. 133 journal. 293 Branch register. 63 trail-- instalments. 60. 1S0 stamp duty. reserve liability. 133 Borrowing. 17S notarial protest. 165 before commencing business. 55. 140 postage. 143. 133 ledger balance. 72 liability of transferor feree. 13. 63. 176 home trade bills. Auditors provisions in articles. 5. 63. 155 Bonds. 141. 89 right to receive and inspect. effect of. 327 Balance sheet statement in form of.' 177 liability of parties. 14. 69 Balance receipt. when discounted ' without re- course. See also Debentures powers. 133 ledger. 176 foreign bills. 16 appointment of auditors by.

224 Clerk to Urban District Council. 61. 19 disclosure in prospectus. 55 indorsement on certificate. 293 specimen article as to. 1G2 Clerk to County Council. 270. Companies Clauses Acts. 344 Cash-book. 311. 35 Cheques procedure as to. and Scottish. 55 if if 44 provisional. 325 certificate book. Certificate of shares or stock cancellation. 56 unappropriated balances. 9 Clerk to Rural District Council. 244 Change of name. 68. 56 Stock Exchange requirements. 06 of executor. 36 transfers by. 55 when call made but not yet able. 53. 4 r prior to commencing business. Commission. 76. 205. 63 ' ' Conversion of stock into shares ami into stock. 43 fractional. Circulating capital. 31. . 87. 37. 55 register of cancelled certificates. 313 form of. 313 Certification on transfers procedure. 58 County Councils. 55. 309. 49. 295 Forms. 37 lost or stolen certificate. 276 Card index to share register. 69. 43 contracts before. 60 charge for. Capital circulating and 3^9 fixed capital. 4. 18 See also Private. 3. 19. 100 Consideration in transfers. 311 evidence of title. 273 Contracts adoption. ro. 138 Death of member. Stock Exchange requirements. 69 indorsement on certification. Common 54. in Stannaries. 49. 107 power to adjourn meeting. 76. 38. 45 filled in. 18 classes of. 340 33. 304 _• . 309. 2. 85 Colonial register. 62 balance certificate. 61. 324 seal. buyer's name not seller is transferee of 55 translcr making of. 4 limited by guarantee. 3M Companies unlimited. tabli may Chairman duties of. 328 fraudulent certification. 54 transfer undated. 55 transfer unstamped. 35. 224 Clerk to Guardians. 206 Corporations hold shares. 164 Cumulative sinking funds. 37. 211 Confirmatory meeting. 57 transfers to. See Seal. 5. 54 B list. 274. 209. 67 2 B . 55 record of certified transfers. 229 Closing of share register. 55. 321 issue of. Statutory. 131 Chambers of Commerce. 16 Chartered companies.— IXDEX conld. 55 notice to be sent to transferor. 80 Commencement of business as to 43 commencement of business. 45 private companies. 3 interim or provisional certificate. 56 legal effect of. form of advice. 55 form of. 123 not yet registered. 43 Registrar's certificate. 224 Coupons. 133 Certificate of incorporation. 37 borrowing before. Committee of invesi Common form of transfer. 211 duty. 22}. 1. 230 Clerk of the Peace. 162 statutory companies. 303 Contributories minors. 4. 81 n. amendments. 55. 1 1 j 12 Date of membership. 56. 30 of private into public 5] company. 43.

1 appointment. 358 to be tiled with Registrar Companies. 167. 151 unclaimed book form. tors. 44. 35 debentures. 69. 119 Debentures and debenture stock be offered prior to commencing business. S3. 98. 293. 222. 122 attendance book. qualification. 359. 116. 351 lost dividend warrant. 217 register to be kept. 362 Dividends regulations as to. 353 list for rectors filing list of. 356. 274 nature of. 160 general principles affecting. 360 redemption receipt form. 303 borrowing powers. 119. 163 in cash. 165 debentures to bearer.— — 37° Death contd. 160. 20 memorandum of satisfaction. 33.294 . 304 collective action. 117. 7. 355. 126. 154. 129 procedure as to posting. 34. 120 issue of certificates. 163 request forms. 211 signing tor the company. 81 INDEX Di rectors contd. 14. 49 issue at discount. 165 irre leemable debentures. 84. 162 accumulated profits. 120. 161 income tax assessments. 336 and floating charges. 174 statutory companies. 170. 172 cancellation. 166 trust deeds. 153. 51. 34 personal representative. of administrator. 305 Declaration and indemnity. 211 Scottish companies. 116. 78 quorum. 19. i"\ joint holders. i6r. 118 retirement. 68. specimen article as to. 341. 1 zi 115 Extraordinary general meeting. 362 Deceased shareholder. 43 holder may be fixed with knowlc lge of memorandum and articles. 270 contracts to qualify. 78 Distringas (notice in lieu of). 164 board resolution. 117 vacation of office. re-election and re- moval. 41 directors' interest. 270 liability.: 37 See Personal Repre- sentative voting. bankers. transfer of interest. interest. may remuneration. 163. 81. 7. 219 negotiable instrument. 271 \ Documents oi 354. 211 sheets preparation of. 250 i cumulative. 170 registration of mortgages and charges. 219 Stock Exchange regulations. 122 cannot be appointed as auditors. 68 coupons. 168 fixed Discount issue of shares at. 164. declaration of. and Lost Share Certificate Declaration of compliance with Act. 3 presentation and payment. 174. 166. 151 payment — forms of. 7. 170. 293. 7. 45. 76. 51. 171 certificate by Registrar. 67 of joint holder. 81 ter "i. 156 Disclosure of material facts in prospectus. 270 Delegation by directors. 118 acting as receivers and managers. 315. iablk ippel. 105 Extraordinary resolution. definiti >n of. 159. 170. &c. 169 unsecured or naked debenture. See Lost Dividend Warrant. 352 — payment out 306 of capital. 164 statutory companies. 62. 211 delegation "t powers. 108. 120 48 meetings of. 122 Depreciation provision for. 350 forms of notice and warrant. 270 consent t<> act. 294 remedies of holders. 297 forms. 127. 121 wrongful exclusion from acting.

86. 250 appeals. 352 Index to Share Register. 275 Inland trade bills. 217. 129 Invoice of shipment form. See Minor Inland Revenue Circulars. 3G4 — — Joint-holders. 65. 66 resealing. Income tax assessments. 223 of mortgages. Letter of. 49 forms of. 133 Home Trade Bills. 32. See Meetings Guarantee. 344 87. 18 of). 36. 109 dividends. 68. 338 Illiterate or infirm. 4. 133 Ledger balance book. 213.INDEX False statements in returns. Guardians (Board 230 voting. notices. 164 forms of. 174. 171. 130 Indemnity. 59. 275 Stock Exchange requirements. 250 triennial average. 219 Floating charge 371 Increase of capital authority of company. 73 form of board resolution. 217 Journal. 198 Forged transfer. certificate of. 95 10. 82 General Meeting. companies limited by. See Renunciation Liability limited liability COmpanii !. 285 Finance bills. 59 number of members in joint account. 176 Inspection of register of members. 167. 164 in Scotland. | en e. liability of estate of deceased shareholder. Infant.' definition. article as to. 332 Ledger. 90 Fixed charge in debenture. effect of. 270 registration charged by lees companies. 72 annulment. 290 Fees charged by Inland Revenue. resolution appointing. 147 Letters of administration registration. 305 Filing list of documents to be filed. 38. 72 Interim certificate. 307 Founders' shares. 247 short loans. 69. 82. 246 return. 251 items liable to dispute. 37 transfers to or by. 36 joint liability for calls. 40. 9 making See Allot- ment Letter of indemnity. 57. 129 Forged power of attorney. 167 non-existent in Scotland. 47 Future calls. See Indemnity Letter of renunciation. 36 one joint-holder cannot transfer shares. 173. 176 ' Knowingly. 81. 28 form of resolution. 3S . 306 219 asso- Foreign companies stamp duty on transfers. 154. 181. 314. 189 Forms. societies and ciations. 252 Incorporation. 343. in debenture. 61. list of. 37 death of. deeds executed by. 246 adjustments. 46 Identity. 223 Institutions. 242 Interest during construction. 67 Letter of allotment. 313 Fully (or partly) paid shares issued otherwise than for cash. 290 Falsification of books. 85. 176 Fixed assets. 305 entries in register of mem hers. 8 Forfeiture of shares procedure. 300 Foreigners model may sign memorandum and articles. 321 Investigation committee. 44 Fractional certificate form. 247 depreciation.

25 in certain matters articles permitted to explain memorandum. 235 Meetings. 93. 294 form of indemnity. 6 Majority power to bind minority. 45 for special or extraordinary resolution. 154. 10 nature of. 36. 127 Manager signing for the company. 99. 112 extraordinary general. 38. 70 of Directors. 53 by attorney. 104 f Misrepresentation by promoter. 211 Lien Membership definition of. 19. 4. Municipal corporations. Minutes books. 26. 167 Managing 332 Marriage M Mark. 99. Minor application for shares. 81. 19. 10. and two meetings on one 100 confirmatory. by company. 113 local register of marriages. 95. 287 Loan capital duty. 102. 164 form of indemnity. 35 83. 10 except by licence. Minimum 26. 105 to whom notice to be sent. 69. 126. 105 statutory meeting. 104.— INDEX 37 2 Liability contd. 63. 11 inconsistency with articles. 105 requisitioning. 120 statutory companies. See Directors — Meetings contd. director. 112 board meetings. after transfer of shares. 116. 27 stamp duty and fees on. 8. 100 notice. tot. 274. G3 for calls. 352 Lost share certificate. 314 Lunatic. holdei See Bearer Memorandum of Association alteration of. 174 Minimum number of members. 83 Married women. 113 inspection of.342 requirements when shareholder ceases to be a member. 131 Nakbo Maine debenture. 196 See Debentures Debenture Stock Mortmain Acts. 44. 307 List of penalties. 98. 8 by guarantee. 50 allotment of shares to. 8 foreigner may sign. 50. 107 chairman. 285 List of forms. Scotland. 270 Memorandum of satisfaction. 92 convening. 215 Material contract. 69. 6 signatories. Stock Exchange 293 Limited 84. 41 Maximum number who may without registration. 4. 224 adjournment. 10 . 16. 51 transfer of shares to. 18 must be last word of name. class-meetings. io<> quorum.341. 101 ordinary general. 54 Minorities. rights of. 17 registration. 4 last word. 42. 9 notices. 81 alteration in register. 211 59. 113 alterations in. 52 bearer share warrants. See also Personal Representative entry in register. S Debentures and Debenture Stock of Company ' limited must be except by licence. 102. 213 List of documents to be filed with Registrar. 9 Mortgages. 72 by other parties. 276 Local government. secretarial work in relation to. 224 Lost dividend warrant. 107. 113 confirmation of. 167 subscription. 8 on transfer of shares. deeds executed by. 61. 36. 3 trade government practice. 217. 69 contents of. 113 as evidence. 114 function of. 25 copy to be furnished to member on request. 4 statutory companies.

no on special and extraordinary resolutions. 66. 193 death of a party. 68. 66. 109 voting power. 185 attorney's signature. 336 holders of bearer warrants. 187 third party not entitled to retain original of power. Nominal consideration. 337 &c. 13 in bills of exchange. 60. 189 revocation. table of. 47. 95 preparation and despatch. 186 copies. 76. 79 Partly-paid shares. 2 1 Pass-book. 127 Poor Law. 100 statutory companies. 93. 211 on "certification on transfer form. letter of. 188 protection of third party. 305 See Renun- ciation Notary public. 82. 287 Personal representative joint holder. 190. 13. Secretary Options to subscribers for shares. 62. Officers of company. 183 must be in writing. 67 balance certificates. 184 333 on presentation of transfer for nominal consideration form. 135 Penalties. 58 holdings in Scotland. 13. 334 Nomination. 65. Directors. statement 16 as defined in memorandum. 14. 230 96 convening two meetings on one notice. 194.' 13 Registrar's discretion. 10 of Partnerships M. 185 third party may call for production of power. 348 exchange. 170. 216 transfers. 13 display of. 92 to representative of deceased or bankrupt shareholder. 74 Partnerships bound to register as company not members. . 140 of Attorney fee for registration. 13. 67 should not be entered on register without request. 373 contd.92 ' ' ' Royal Imperial.— — 7 INDEX Name to restraining use of. duties as to bills of voting. Office of company. 193 need for compulsory registration of 1 I power and of its revocation. 189 undertaking for safe custody. 15 alteration of. 15 exclusion of certain objects. Managers. 36. 52. 178 Notices distringas. 67 Negotiable instrument. 19. change of. 213 ' ' death of. 79 powers to borrow. 14. 183 construction. 92 . 184 indorsement of bills. 15. 69 noting in register of members. 81 interpretation. 95 meetings. 68 registration in personal capacity. 14. 36 Supreme Court. 181. 108 in Scotland. to be mentioned in all documents. 68. 67. 270 See Agents. 74. 75. 182 — — must be witnessed. 98 provision in articles. 222 dividends. 14 use of words transfer of shares. 69 register to be kept. 216 Petty cash book. 182 general and special powers. 175 signing for the company. 16 and reduced 33 statutory companies. 140 Petty cash voucher Poll — form. — 334 Objects of company of. 328 on lodgment of transfer form. 59. 187 registration at central office of Overriding commission. 55. sufficiency of. 184 construed according to laws of country where executed. 17 See Shares Offer of new snares. company conld.. 36. be stated in memorandum. 99. 109 procedure for taking. Powers Postage book. 195 death of principal. 281. io.

199 specimen form of power. III company's funds may be used for despatch and stamping. 86 . 35 title. irrevocable.contd. 202. 335 marriage and other changes of shares. 194 when fraud. debenture holders. 205 conversion into public company. 81. 35 Purchase Private companies registration. 42. 196 forged power of attorney. 69 evidence of death. 86 Colonial register. 35 Preferential dividend. 197 joint powers. 1 96. in stamp. 331 Receivers and managers. 85. 19. requirements under Act. 292 Provisional certificate. *rospe< tua definition. 41 Quorum articles should provide for. 107 board meetings. 107 invalidates meeting. 60. 5. 1 206 secretary's duties. 69. 65. 274 Public Trustee. I powers 8 ji of attorney. 332. 5. 29. want memorandum needs only two below signatories. 205 commissions. 203 privileges. 21 Preference shares creation of. 3 Register of certificates cancelled and issued. 43 Preliminary expenses. Reduction of capital. 81. 5. proof of death. branch 35. 274 forms for obtaining specimen of attorney's signature. 66. Rectification of register. 203 definition. 321 365. 34 Preliminary contracts provisional only. in governed by regulations of company.— 374 Powers INDEX of Attorney. 174 directors. 200 stamp duty. 85 Redemption receipt-form. 19 not to be used on show of hands. shares. Proxy articles should provide for. 330. 202. See Stock Exchange of. accumulated. 198 warrant of authenticity. 67 foreign and colonial must be resealed. izi Quotation. 8l 8] particulars in prospectus. register. payment of. 271 members. in. 109. 60. in in blank. Receipt for transfers. 49 form of. remunerais tion of directors acting as. 202. 33.271 statement in lieu. 203 employees. 202 restriction on transfers. 366 Powers of company. 271 Stock Exchange requirements. in incomplete. 15. 35 may be issued at. 204 articles must contain certain provisions. 325 transfers. 81. 40 copy to be filed with Registrar. 39 issue of. 35. entry in register. See Secretary Probate registration of. cannot extend. articles Prospectus contd. Sr. 81. 58 Premium shares Purchase by company of its own be may 35 be treated as profits. 203 consideration must stated in prospectus. 31 dividend voting and capital rights. 32. 204 limit of members. 41 109 persons qualified to act. 6. 43. 26. 67 Profits probates See also Personal Representative 55. premium on 81 • . 163 Promoters misrepresentation by. 67 fee for. 204 reduction of membership two. prima facie cumulative. 320. 34. 82. 61. J JO.

14 Share capital. letter of. 271 Registrar of Companies. 20 Remitted bills. 129 close books. 294 special. 65. 223 Scrip. 130 to wind up. 221 long leases as security. 221 sasines. 280 to be present at board meetings. 216 execution of deed by a mark. of. meaning of. 81 contents. issue of. 274 form. See Register See of Members Shareholder. 222 Registered office. 128 to issue prospectus. 221 Right to apply for new issue pro rata. 13. 206 amendments. duties ami remuneration. 13. 218 fees and stamps. 88 mortgages and charges. 6. 60. 18 certificate of Registrar. 322 Rural District Council. 123 Seal book. 127. 270 Regulations. 35. 46 85 Public Trustee. 223 inspection of the register. 83 personal representative. 81 Reserve Fund regulations in articles. 218. survivorship.INDEX Register of contd. 126 when invalid. 7. 215 joint accounts. 83. 14 to note defects in articles for alteration. Certificate of shares or -took Share Register. 130. 163 Resolutions extraordinary. register Satisfaction. 65 inspection of. 176 Renunciation. 221. 126 forms of to allot shares. S< Capital pay dividend. 219. 49 stamp duty. 44 signing for the company. 13 Registration of companies requirements. 81. of investigation. 59. 221 statutory companies. duty as to. 127 special. 131 to convert private into public to to to to to to make a call. 222 attestation. 221. iz<) 344 mortgages. of. 343. 9. 67 Reserve liability. 125 directors'. 279. 129 122 duties in private company. 214 as to. Set Membership to company. 58 trusts not to be entered in. 130 to issue debentures. 98. 86. 129 forfeit shares. 14. 131 Share warrants bearer. 171 Scotland. 20 premium on shares. 217 partnership holdings. 49. 9 in Scotland. 27 stamping of documents. 85 index to. 43. 218 debentures. 125. 220. 223 of association. 171 Seal. 98. 220. 128 Secretary statutory declaration on regis- framing of. 206 statutory companies. memorandum 222 174 Scottish companies trusts. rectification of register. 222 registration of mortgages. annual. 129 appoint committee Share and Stock Certificates. 87. 98. 126. 6. recognition of. 214 married women. 128 alter articles. \75 — Return as to allotments. 38 Sasines. 223 execution of deeds by a company. 171. 213 Service of documents. 35 memorandum formation of. 85 closing of. 128 tration. 58. attestation. 129 to increase capital. 217 registration of documents. Stt Warrants to bearer . 322 Resealing of probate or letters of administration. 218 testing clause.

208 transfer and transmission. 52 must have distinguishing cedure. 58. for. 73 surrender. s> setting aside after registration. Statement commission on issue. instalments. articles cannot deprive members of. if so described company cannot deny. 65. 53. 211 not required touseword 'limited. 222 Statutory meeting. 270 Stock 53 misrepresentation. s execution. 209 numbers. INDEX 8. 32 alteration of shareholders' ri Town Clerk. 37 issued otherwise than for cash. 74 Survivorship in joint account. 52 restrictions on right of transfer. 76 consolidation. 30 distinction from stock. 36. 16 alteration of objects clause. 47 application. issue at. 209 application for special Act. 284 Stop notice in lieu of distringas. 72 St. 34 in form of balance sheet. 7. 30 issue of. 31 Table A. :: 1 Transfer of stocks and shares partnership transfers. 217 provisions of the Act. 49 provisions of Companies Clauses Acts. 30 form. 19. 95. 44. 30 reorganisation of capital. 213 shareholders' address book. 60. 32. 103 Stock distinction from shares. 8 128 its Stannaries. 209 nature of. 74 personal estate. 31 Summary. 33. table. 336 Subdivision of shares. Stock Exchange requirements for quotation and special company's recognition 304 Signatories to of settlement. 31 reduction of capital. 21 Statutory companies classes of. 48. 34 nature of. 18 consolidation of capital. 322 cancellation. 2QI Specialty debts. imp duties and fees. 213 remuneration of secretary. 211 governed by special Act. 54 \ . See Annual List and Societies. 30. and interest in. 53 certification on transfers. 29. 34 not to be issued at discount. 29 conversion. 291 memorandum and and associ- articles of association. 62. 213 Scottish. 31 70 title. 3 mining companies payment company may not purchase own. 34 • notices. 42. 35. 17 alteration of articles. 2. 89 Statement in lieu of prospectus. 72. within. 217 Special resolution change of name. payment of. 35 fully paid.376 Shares allotment. 15. calls. 315 new issue offer of new shares. 78 premium. 102. 30 transferability. 325 conversion. 31 subdivision of shares. 19. 35 classes. 36. 53 minors. 55. 213 no right to inspect register. 18 conversion and reconversion of capital. 129 44 Statute rights. 8 Sinking funds. 43. 12. 242 Summary Surrender of shares. 32. 37 in Scotland. 32. 31 forfeiture. 53 liability of fraudulent transferor. 35. 99 Special settlements Exchange requirements. 50.' and not registered. 104 Statutory report. 30 subdivision. institutions ations. 33 choses in action. pro- annulment.

299 Verbal notice of withdrawal of application for shares. 59 83 in Scotland. 280. 64 shares. 294 Trustee. 121 personal representatives. 217 notice to transferor. 66. 3 Urban and Rural District Councils. 66. 63. 305 liability of estate to company. 58 Ultra vires acts. 75. 36. 59 not more than one account on same transfer form. 15. 324 refusal conld. 272 certification. 271 Unsecured debentures. given by articles. See also Personal stamp Representative lunacy. See Debentures and Debenture Stock register of transfers. 67 foreign and colonial pn in Scotland. balance receipts and certificate 55. 81 closing of transfer books. 167. 54 register. 331 fees. 181. 131 Voucher certifying invoices form. 224 334 legal effect of transfer. 57. 109 bearers of share warrants. 57 presented after death of transferor. in joint-holders. 19. 58 amount of stock to be stated in Trusts no notice to be entered in register. 59. Gi scrutiny of transfers. 171 Stock Exchange requirements. 59 executed outside United Kingdom. 54. words. 56. 4 memorandum. 109. 65 taking of. 07 on bankruptcy. 60. 205. poll. directors' to. : 345 . Public. 63 liability of transferor to transferee and vice versa. 26. 107. 292. 8i. 336 nominal consideration. 60. 05 statutory companies. 14. 215 joint accounts in Scotland. Unregistered partnerships. 109 casting vote. 69 .— — INDEX Transfer of stocks and shares form of. 57 by or to corporate bodies. 333 registration procedure. executor or administrator. 69 on death of shareholder. 217 alterations in. 303 at once. 61 notice of restraint. 58 description and occupation of transferee to be stated. 62. 108 special rights alterable when blank transfers. S3. 59 description of witnesses. 73 shareholders' rights. 67 administrator de bonis non. 35 calls are owing. 67. 63. 58 distinctive numbers to appear in transfer. 57. 63 company not bound to register Vendors agreements. 68. 25. 65. duties of clerk. 58 joint holders. 60. 329. 57. 50 Voting regulations. 189 receipt for. articles. proxies. 64 forged transfers. 19. 65 clause in articles. 10S. 57. 214 See also Public Trustee Trust deeds. 18 11 ^ capital duty not payable by. in Scotland. 377 to powers as 293 by deed. Transfer of stocks and shares conld. 59 one class only of shares or stock on same transfer form. 109 by shareholding company. 328. 35. 108. 304 Unlimited companies. See Certification Transmission. 25. 216 testing clause in Scotch transfers. Underwriting commissions. 59 attestation. 144 by attorney. 182 by or to married women. 54. 10S when interested director. 59 wife or husband as witness. 35 19. 109 218 duties. 76.

75 nature of.. 76. 14. 75. 21 to present forms of resolution. Withdrawal See Attestation of application for shares.— 37« INDEX to bearer issue. coixmi LONDON AVr> FTON .. ltd. 75 voting.75. 131 Witnesses. 30. 50 THE END sroTnswcmnn and 00. stamp duty. 95 register entries. ioq membership of company. 75. 130. 74 issue of. 76. 279 Warranty of title share certificate no warranty. 6 Warrants Private company may not be issued for stock. 74. 75 statute law as to. 82 annual return. 75 surrendered. 37 Wasting property. 274. Hz notice of meetings. 82 may Warrants to bearer contd. 162 Winding up : shareholders' rights petition.

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