Requisitions tion by existing stock Company. Letters Patent, deed of settlement, contract of regulating the Company: (c) If any such joint stock Company is intended to be registered as a limited Company, the above list and copy shall be accompanied by a statement specifying the following particulars (that is to say): the nominal capital of the Company and the number of shares into which it is divided; the number of shares taken and the amount paid on each share; the name of the Company, with the addition of the word "limited" as the last word thereof(ii); with the addition, in the case of a Company intended to be registered as a Company limited by guarantee, of the resolution declaring the amount of the guarantee. Sec. 183 of the English Companies' Act (25 and 26 Vie., c. 89), 1862, inserting in clause (b) the words "or Act of the Governor-General in Council"; and sec. 197 of the Indian Companies' Act X, of 1866, verbatim, (i) Sec. 226, supra. (ii) Sec. 234, post. 228. Previously to the registration in pursu for registra ance of this Part of this Act of any Company not. being a joint stock Company (i), there shall be deCompany not livered to the Registrar a list showing the names, being a joint addresses and occupations of the directors or other managers (if any) of the Company, also a copy of any Act of Parliament, Act of the GovernorGeneral in Council, Letters Patent, deed of settlement, contract of copartnery or other instrument constituting or regulating the Company, with the addition, in the case of a Company intended to be registered as a Company limited by guarantee, of the resolution declaring the amount of the guarantee. Sec. 184 of the English Companies' Act (25 and 26 Vic., c. 89), 1862, inserting the words "Act of the GovernorGeneral in Council"; and sec. 198 of the Indian Companies' Act X. of 1866, verbatim. (i) Sec. 226, supra. existing amount of 229 Where a joint stock Company(i) authorized Power for to register under this Act has had the whole or any Company to portion of its capital converted into stock, such register Company shall, as to the capital so converted, stock instead instead of delivering to the Registrar a statement of of shares. shares, deliver to the Registrar a statement of the amount of stock belonging to the Company, and the names of the persons who were holders of such stock, on some day to be named in the statement, not more than six clear days before the day of registration. Sec. 185 of the English Companies' Act (25 and 26 Vie., c. 89), 1862; and sec. 199 of the Indian Companies' Act X. of 1866, verbatim. (i) Sec. 226, supra. statements of 230. The lists of members and directors and Authenticaany other particulars relating to the Company here- tion of by required to be delivered to the Registrar shall be existing verified by declaration of the directors of the Com- Companies. pany delivering the same, or any two of them, or of any two other principal officers of the Company, made before a Justice of the Peace or a District Judge. Sec. 186 of the Euglish Companies' Act (25 and 26 Vic., c. 89), 1862, substituting the words "made before a Justice of the Peace," &c. for " made in pursuance of the Act passed in the sixth year of his late Majesty, King William the Fourth, chapter sixty-two"; and see. 200 of the Indian Companies' Act X. of 1866, verbatim. evidence as 231. The Registrar may require such evidence Registrar as he thinks necessary for the purpose of satisfying may require himself whether an existing Company is or not a to nature of joint stock Company as hereinbefore defined(). Company. Sec. 187 of the English Companies' Act (25 and 26 Vic., e. 89), 1862; and sec. 201 of the Indian Companies' Act X. of 1866, verbatim. Sec. 226, supra. ing Company 232. Every banking Company existing at the On registradate of the passing of this Act which registers itself tion of bankas a limited Company shall, at least thirty days pre- with limited vious to obtaining a certificate of registration with liability, limited liability, give notice that it is intended so to given to cusregister the same to every person and partnership tomers. firm having a banking account with the Company. notice to be Exemption of certain Companies from pay Such notice shall be given either by delivering the same to such person or firm, or leaving the same, or putting the same into the post addressed to him or them, at such address as shall have been last communicated or otherwise become known as his or their address to or by the Company. In case the Company omits to give any such notice as in hercinbefore required to be given, then, as between the Company and the person or persons only who are for the time being interested in the account in respect of which such notice ought to have been given, and so far as respects such account and all variations thereof down to the time at which such notice shall be given, but not further or otherwise, the certificate of registration with limited liability shall have no operation. Sec. 188 of the English Companies' Act (25 and 26 Vie., c. 89), 1862; and sec, 202 of the Indian Companies' Act X. of 1866, verbatim. As to the effect of registration see sec. 41 supra, p. 30, and sec. 240, post. 233. No fees shall be charged in respect of the registration in pursuance of this Part of this Act of any Company in cases where such Company is not ment of fees. registered as a limited Company, or where, previously to its being registered as a limited Company, the liability of the shareholders was limited by some Act of Parliament, or Act of the Governor-General in Council, or by Letters Patent. Company to Sec. 189 of the English Companies' Act (25 and 26 Vic., c. 89), 1862, inserting the words "or Act of the GovernorGeneral in Council"; and sec. 203 of the Indian Companies' Act X. of 1866, verbatim. 234. Any Company authorized by this Part of change name. this Act to register with limited liability shall, for the purpose of obtaining registration with limited liability change its name by adding thereto the word"limited)." Sec. 190 of the English Companies' Act (25 and 26 Vic., c. 89), 1862; and sec. 204 of the Indian Companies' Act X. of 1866, verbatim. Cf. sec. 103 of Act XIX. of 1857. (i) See sec. 227 (c), supra. of existing 235. Upon compliance with the requisitions in Certificate of this Part of this Act contained with respect to regis- registration tration, and on payment of such fees, if any, as are Companies. payable under the tables marked B and C in the first schedule hereto, the Registrar shall certify under his hand that the Company so applying for registration is incorporated as a Company under this Act, and, in the case of a limited Company, that it is limited; and thereupon such Company shall be incorporated, and shall have perpetual succession and a common seal. Sec. 191 of the English Companies' Act (25 and 26 Vic., c. 89), 1862, which concludes thus: "with power to hold lands; and any banking Company in Scotland so incorporated shall be deemed and taken to be a bank incorporated, constituted, or established under Act of Parliament"; and sec. 205 of the Indian Companies' Act X. of 1866, verbutim. Cf. sec. 102 of Act XIX. of 1857. As to the omission of the words "with power to hold lands" see note to sec. 41, supra, p 30. of compliance 236. A certificate of incorporation given at any Certificate to time to any Company registered in pursuance of this be evidence Part of this Act shall be conclusive evidence that all with Act. the requisitions herein contained in respect of registration under this Act have been complied with, and that the Company is authorized to be registered under this Act as a limited or unlimited Company, as the case may be; and the date of incorporation mentioned in such certificate shall be deemed to be the date at which the Company is incorporated under this Act. Sec. 192 of the English Companies' Act (25 and 26 Vic., e. 89), 1862; and sec. 206 of the Indian Companies' Act X. of 1866, verbatim, Cf. sec. 104 of Act XIX. of 1857. (i) See sec. 41, supra. As to banking Companies, see sec. 232, supra. 237. All such property, moveable and immove- Transfer of able, including all interests and rights in, to and property to Company. out of property, moveable and immoveable, and including obligations and actionable claims, as may belong to or be vested in the Company at the date of its registration under this Act, shall, on registration, pass to and vest in the Company as Registration under this Act not to incorporated under this Act for all the estate and interest of the Company therein. Sec. 193 of the English Companies' Act (25 and 26 Vic., c. 89), 1862, substituting "moveable and immoveable" for "real and personal" and "actionable claims" for "things in action" in that section; and see. 207 of the Indian Companies' Act X. of 1866, substituting "actionable claims" for "things in action" in that section. 238. The registration in pursuance of this Part of this Act of any Company shall not affect or preaffect obliga- judice the liability of such Company to have enforced tions incurred against it, or its right to enforce, any debt or obligapreviously to registration. tion incurred, or any contract entered into by, to, with or on behalf of such Company previously to such registration. Continuation suits. Sec. 194 of the English Companies' Act (25 and 26 Vic., c. 89), 1862; and sec. 208 of the Indian Companies' Act X. of 1866, verbatim. Cf. sec. 105 of Act XIX, of 1857. There is no provision in this Act corresponding to the latter part of 19 and 20 Vic., c. 47, s 116, the English Act of 1856 (which corresponded with sec. 105 of Act XIX. of 1857), which provided as follows: "the registration of any existing Company under this Act shall not, nor shall any act of the Company subsequent to such registration, prejudice any right which previously to such registration has, or which would, if no such registration had taken place, have accrued to any creditor or other person against the Company in its corporate capacity, in respect of any act done or liability incurred previously to such registration, or against any person then being or having been a member of such Company; but every such creditor or other person shall be entitled in respect of any such act or liability to all such remedies against the Company in its corporate capacity, and against every person then being or having been a member of such Company, as he would have been entitled to in case such registration had not taken place. As to the effect of this omission from the English Act of 1862, see Buckley, 4th ed., 380; and cases there cited. 239. All such suits and other legal proceedings of existing as may at the time of the registration of any Company registered in pursuance of this Part of this Act have been commenced by or against such Company, or the public officer or any member thereof, may be continued in the same manner as if such registration had not taken place. Nevertheless, execution shall not issue against the effects of any individual member of such Company upon any decree or order obtained in any suit or proceeding so commenced as aforesaid; but in the event of the property and effects of the Company being insufficient to satisfy such decree or order, an order may be obtained for winding up the Company. |