Sec. 195 of the English Companies' Act (25 and 26 Vic., c. 89), 1862; and sec. 209 of the Indian Companies' Act X. of 1866, verbatim.

See the cases cited by Mr. Buckley in note to sec. 195 of the English Act as to the liability of a shareholder in an unregistered Company which has been registered after he has parted with his shares, 4th ed., 381.

under Act.

240. When a Company is registered under this Effect of Act in pursuance of this Part thereof, all provisions registration contained in any Act of Parliament, Act of the Governor-General in Council, deed of settlement, contract of copartnery, Letters Patent, or other instrument constituting or regulating the Company, including, in the case of a Company registered as a Company limited by guarantee, the resolution declaring the amount of the guarantee, shall be deemed to be conditions and regulations of the Company in the same manner and with the same incidents as if they were contained in a registered memorandum of association and articles of association; and all the provisions of this Act shall apply to such Company and the members, contributories, and creditors thereof, in the same manner in all respects as if it had been formed under this Act, subject to the provisions following (that is to say):~

(a) That table A in the first schedule to this Act shall not, unless adopted by special resolution(i), apply to any Company registered under this Act in pursuance of this Part thereof:

(b) That the provisions of this Act relating to the numbering of shares(ii) shall not apply to any joint stock Company whose shares are not numbered:

(c) That no Company shall have power to alterany provisions contained in any Act of Parliament, Act of the Legislative Council or Act of the GovernorGeneral in Council relating to the Company:

(d) That no Company shall have power, without the sanction of the Governor-General in Council, to alter any provision contained in any Letters Patent relating to the Company:

(e) In the event of the Company being wound up, every person shall be a contributory, in respect of the debts and liabilities of the Company contracted prior to registration, who is liable to pay or contri

bute to the payment of any debt or liability of the Company contracted prior to registration, or to pay or contribute to the payment of any sum for the adjustment of the rights of the members amongst themselves in respect of any such debt or liability, or to pay or contribute to the payment of the costs, charges and expenses of winding-up the Company, so far as relates to such debts or liabilities as aforesaid. Every such contributory shall be liable to contribute to the assets of the Company, in the course of the winding-up all sums due from him in respect of any such liability as aforesaid). In the event of the death or insolvency of any such contributory as last aforesaid, the provisions hereinbefore contained iv) with respect to the representatives, heirs and devisces of deceased contributories, aud with reference to the assignees of insolvent contributories, shall apply:

(f) Nothing herein contained shall authorize any Company to alter any such provisions contained in any deed of settlement, contract of copartnery, Letters Patent or other instrument constituting or regulating the Company, as would, if such Company had originally been formed under this Act, have been contained in the memorandum of association(v), and are not authorized to be altered by this Act:

But nothing herein contained shall derogate from any power of altering its constitution or regulations which may be vested in any Company registering under this Act in pursuance of this Part thereof by virtue of any Act of Parliament, Act of the Governor-General in Council, deed of settlement, contract of copartnery, Letters Patent or other instrument constituting or regulating the Company.

Sec. 196 of the English Companies' Act (25 and 26 Vic., c. 89), 1862, adding in the first paragraph the words "Act of the Governor-General in Council" and omitting the words cost-book regulations" after "contract of copartnery"; adding in clause (c) the words "Act of the Legislative Council or Act of the Governor-General in Council"; substituting in clause (d) the words "of the Governor-General in Council" for " of the Board of Trade"; omitting from the last sentence in clause (e) the words "or marriage of any such Contributory, being a female" and "and to the husbands of married contribut ries" as to which words see supra, p. 97];

from clause (f) omitting the words “cost book regulations"; and in the last paragraph inserting the words Act of the Governor-General in Council"; and sec. 210 of the Indian Companies' Act X. of1866, verbatim, save that that section in the last paragraph of cl. 5 (corresponding to clause (e) in the present section) contains the words "or marriage of any such contributory, being a female," and "and to tho husbands of married contributories," which words were left in the section in Act X. of 1866, per incuriam, Stokes, p. 82. See supra, p. 97. (i) See sec. 77, supra, p. 71.

restrain

241. The Court may, at any time after the pre- Power of sentation of a petition for winding-up a Company Court to registered in pursuance of this Part of this Act, further and before making an order for winding-up the proceedings. Company, upon the application of any creditor of the Company, restrain further proceedings in any suit or legal proceeding against any contributory of the Company as well as against the Company as hereinbefore provided(), upon such terms as the Court thinks fit.

Sec. 197 of the English Companies Act (25 and 26 Vic., . 89), 1862; and see. 211 of the Indian Companies' Act X. of 1866, verbatim,

Cf. sec. 84 of Act XIX. of 1857.

(i) See secs. 134, 239, supra, and sec. 245, post.

Company.

242. Where an order has been made for winding- Order for up a Company registered in pursuance of this Part Winding-up of this Act, in addition to the provisions hereinbefore contained(i), it is hereby further provided that no suit or other legal proceeding shall be commenced or proceeded with against any contributory of the Company in respect of any debt of the Company, except with the leave of the Court and subject to such terms as the Court may impose.

Sec. 198 of the English Companies' Act (25 and 26 Vic., c. 89), 1862; and sec. 212 of the Indian Companies' Act X. of 1866, verbatim.

Cf. sec. 72 of Act XIX. of 1857.

(i) See secs. 136, 239, supra, and sec. 246, post.

PART VIII.

APPLICATION OF ACT TO UNREGISTERED COMPANIES.

Winding-up 243. Subject as hereinafter mentioned, any unregistered Partnership, Association or Company, except RailCompanies. way Companies incorporated by Act of Parliament

or Act of the Governor-General in Council, consisting of more than seven members(i) and not registered under this Act(ii), and hereinafter included under the term "unregistered Company," may be wound-up under this Act, and all the provisions of this Act with respect to winding-up shall apply to such Company, with the following exceptions and additions:

(1) Aa unregistered Company shall, for the purpose of determining the Court having jurisdiction in the matter of the winding-up, be deemed to be registered in that part of British India where its principal place of business is situate, or, if it has a principal place of business situate in more than one part of British India, then in each part of British India where it has a principal place of business. Moreover, the principal place of business of an unregistered Company, or (where it has a principal place of business situate in more than one part of British India) such one of its principal places of business as is situate in that part of British India in which proceedings are being instituted, shall for all the purposes of the winding-up of such Company be deemed to be the registered office of the Company():

(2) No unregistered Company shall be wound-up under this Act voluntarily(iv), or subject to the supervision of the Court(v):

(3) The circumstances under which an unregistered Company may be wound-up are as follows (that is to say)(vi) :-

-

(a) whenever the Company is dissolved or has ceased to carry on business, or is carrying on business only for the purpose of winding-up its affairs;

(b) whenever the Company is unable to pay its debts;

(c) whenever the Court is of opinion that it is just and equitable that the Company should be wound-up:

(4) An unregistered Company shall, for the purposes of this Act be deemed to be unable to pay its debts(vii)

(a) whenever a creditor to whom the Company is indebted, by assignment or otherwise, in a sum exceeding five hundred rupees then due, has served on the Company, by leaving the same at the principal place of business of the Company or by delivering to the secretary or some director or principal officer of the Company, or by otherwise serving the same in such manner as the Court may approve or direct, a demand under his hand requiring the Company to pay the sum so due, and the Company has for the space of three weeks succeeding the service of such demand neglected to pay such sum, or to secure or compound for the same to the satisfaction of the creditor;

(b) whenever any suit or other proceeding has been instituted against any member of the Company for any debt or demand due or claimed to be due from the Company, or from him in his character of member of the Company, and notice in writing of the institution of such suit or other legal proceeding having been served upon the Company by leaving the same at the principal place of business of the Company or by delivering it to the secretary or some director, manager or principal officer of the Company, or by otherwise serving the same in such manner as the Court may approve or direct, the Company has not, within ten days after service of such notice, paid, secured or compounded for such debt or demand, or procured such suit or other legal proceeding to be stayed, or indemnified the defendant to his reasonable satisfaction against such suit or other legal proceeding, and against all costs, damages, and expenses to be incurred by him by reason of the same;

(c) whenever execution or other process issued on a decree, or order obtained in any Court in favour of any creditor in any proceeding instituted by such creditor against the Company, or any member thereof as such, or against any person authorized to be