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Register of Shareholders.

shares, be first offered to the shareholders, in the proportion Part VIII. to the number of shares previously held by such shareholders Chap. 2. respectively, and thereafter to the public, as provided in Section 67 with respect to new shares, and no shares so held in trust shall be disposed of by the directors by private sale.

42. Every person in whose name any share in a company Liability of shall be registered in the register of members hereinafter shareholders. mentioned shall, while it shall be so registered, be liable to contribute to the assets of the company for the purposes thereof, and for its debt, liabilities, and obligations, and for adjusting the rights of the shareholders amongst themselves, to the amount from time to time remaining unpaid on such share, but not further or otherwise save in respect of any additional liability which may be incurred under Section 66 hereof: Provided, however, that no contribution in the form of a call shall exceed the amount fixed for calls by the rules of

the company.

This section does not apply to no-liability companies (Sec. 130 (4) infra).
As to the company's duty on issuing share certificates, see Sec. 7 of 1897,
No. 18 infra.

(10) Register of Shareholders.

shareholders.

43. The shares in a company shall be numbered in con- Register of secutive order, and the manager shall keep or cause to be kept, in a book appropriated to the purpose, a register of the shareholders in the company, and there shall be entered therein the particulars following:

(1) The names and addresses and, if known, the occupations
of the shareholders in the company;

(2) The shares held by each shareholder, distinguishing
each share by its number, and the amount paid or
(if any) agreed to be considered as paid on the shares
of each shareholder;

(3) The date at which the name of any person was entered
in the register as a member, and the date at which any
person ceased to be a member.

44. Such register shall at all times be opened free of charge for the inspection of creditors or shareholders, and shall be prima facie evidence of the truth of all matters therein contained which are by this Act required or authorised to be inserted therein.

The right of inspection of the register includes the right to make copies of the entries in the register, and where the attorney appointed to keep the register

Register to be open, and to be prima facie evidence.

Register of Shareholders.

Part VIII. of a mining company refused to permit a shareholder of the company to take Chap. 2. written copies of the contents of the register he was a tort-feasor, and as such was held to be the proper party to be sued : McDonald v. Ingall, 17 N.Z. 111.

Rectification of register.

Court to decide on

question of rectification.

45. On the application to the Court or the Judge thereof— Of the company, or of any member of the company, or of any person claiming to be a member of the company;

or

Of any person whose name appears on the register of shareholders; or

Of any person claiming to be interested as transferor or transferee of a share; or

or remains

Of any person being a creditor of the company— complaining that the name of any person is improperly entered in or omitted from the register, the Court or Judge shall decide the question, and, if it shall be right so to do, direct that the register shall be rectified accordingly, and to that end may order the manager to enter any person as transferee of a share, and give to such person the proper scrip, and may make such other order and as to costs as shall be just.

An application to place the name of a contributory on the list of contributories in respect of a call made at an earlier date than the call in respect of which the name appears on the list is, in effect, an application to rectify the register; and the Court in dealing with such an application will go into the facts of the case, and treat the register as if it contained the entries which, upon the facts, ought to have been made therein from time to time: McRae's case, 11 N.Z. 408.

In Watt v. The Central Italy Gold Mining Co., 2 J.R. 16; the plaintiff having bought and paid for 50 shares in the defendant's company, received a transfer therefor purporting to be signed by the owner of the shares. This transfer was forwarded to the company's office and was registered by it, the name of the seller removed from the register of shareholders and the plaintiff's name substituted. Afterwards it was discovered that the transfer was a forgery and the company removed plaintiff's name from the register, refused to receive a cheque forwarded by him for a call, and refused to restore his name to the register. It was held that the company, having registered the plaintiff who had acted on the registration by forwarding his cheque, was estopped from denying that he was a shareholder, and was not justified in removing his name from the register and refusing to replace it; see Sheffield Corporation v. Barclay, 1903, 2 K.B. 580, and Simms v. Anglo-American Telegraph Co., 5 Q.B.D. 188.

46. The Court may, on any such application, decide on any question relating to the rectification of the register irrespective of the manner how, or the parties between whom, the question shall arise.

As to branch registers, see The Mining Companies Acts Amendment Act, 1896, Sec. 2.

to mining companies under The Companies Act, 1903. These sections apply

Transfers of Shares.

(11) Transfers.

Part VIII.

Chap. 2.

Shares in all

47. All shares in any company registered under this Act, or under any of the Acts hereby repealed, or in any mining company registered under "The Companies Act, 1882," shall mining combe deemed and taken in law to be chattel interests, and shall panies, without exception, be assignable and transferable, and may be seized and sold to be chattel under any writ of execution or warrant accordingly.

"Shares" in this and the five next following sections, relating to the transfer of shares, shall apply equally to the shares of companies registered under this Act and to the shares of mining companies registered under “The Companies Act, 1882," and all provisions of that Act in conflict with the sections last aforesaid of this Act shall be deemed to be repealed as to the transfer of shares of mining companies registered under "The Companies Act, 1882."

A shareholder who equitably assigns his shares is, as regards the legal title to the shares, a trustee for his assignee. There is nothing in The Mining Companies Act which gives a transferee of shares an absolute registered title unaffected by notice of trusts or equitable encumbrances. The bailiff has a right to seize and sell shares the property of a judgment debtor and for this purpose can compel the registration of his transfers without production of the share certificates. A sale by

the bailiff passes to the purchaser the shareholder's interest and legal right in the shares subject to any equity of which the purchaser may have notice. Such equity may be enforced against the registered transferees of the shares with notice by an application to rectify the register, but a bona fide purchaser, without notice, from the registered transferee obtains a good title as against a prior equitable assignee. It seems that a mining company may be bound by notice of trusts or equities and should not register transfers in contravention thereof: Malcolm & Michie v. The United Copper Mining Co., N.Z. 4 S.C. 16.

interests.

when com

48. No share in a company under this Part of this Act, or Shares not to in a mining company registered under The Companies Act, be transferred 1882," shall unless the whole amount of such share be fully pany is being paid up, be transferred in any such company after the present- wound up. ing of a petition for the winding-up thereof, unless such petitions shall have been dismissed or proceedings thereunder stayed altogether.

This section does not apply to no-liability companies (Sec. 130 (4) infra). 49. No share in a company under this Part of this Act, or in a mining company registered under "The Companies Act, 1882," shall be deemed to be transferred unless and until the name of the transferee be entered as such transferee in the register of shareholders in manner as herein mentioned.

(1) Every transferor of a share shall, at the time of exe

cuting the same, attach to his signature the true date

Name of transferee to register.

be entered on

Part VIII.
Chap. 2.

Penalty on transferee neglecting to register transfer within

certain time.

Transfers of Shares.

of signing such transfer, and such date shall be deemed| to be the date of the transfer of the said share to the transferee.

(2) The transferee of any share or shares in any company as aforesaid shall cause the transfer of such share or shares to be registered in the books of the company in the capital and stock of which such share or shares may have been sold or disposed of, within thirty days from the date of such transfer if the said transfer was executed within this colony, within sixty days if executed in any of the Australasian Colonies except New Zealand, and within one hundred and twenty days if executed in any other place; and any transferor of a share who shall fail to insert on the transfer the true date of executing the same by him, or any manager registering a transfer contrary to the provisions of this Act, or neglecting to endorse on any transfer the true date upon which he received such transfer for the purpose of registration, shall be liable to a penalty of ten pounds; and should any transferee of a share fail or neglect to cause the transfer thereof to be registered as aforesaid, every such transfer shall be void and of no effect, and such transferee shall be liable to forfeit and pay any sum not exceeding twenty pounds for such omission.

(3) The said transferee shall also pay to the company a sum of one pound if the transfer is not deposited with the manager within thirty-one days if the transfer is executed within the colony, sixty-one days if executed within any of the Australasian Colonies except New Zealand, one hundred and twenty days if executed in any other place, and an additional sum of one pound for every day after the expiration of such periods of thirty-one days, sixty-one days, and one hundred and twenty days respectively, according to the circumstances affecting the transfer; and the receipt of all such sums shall be indorsed on the back of the transfer when registered, and payment thereof may be enforced by the company in any Court of competent jurisdiction.

(4) No transfer shall be registered by any manager after the expiration of one hundred and twenty days from the

These sections apply to mining companies under The Companies Act, 1908.

These sections apply

to mining companies under The Companies Act, 1903.

Transfers of Shares.

execution thereof by the transferor without the auth- Part VIII.
ority of a Judge of the Supreme Court or of a District Chap. 2.
Court, who, upon reasonable cause being shown him.
why the transfer was not previously registered, may
order the manager to register such transfer upon such
terms or conditions as such Judge thinks fit.

50. Blank forms of transfer of shares shall not be valid. In every form of transfer there shall be written in ink the name of the transferee, whether a person or a company.

Transfers may be made on a separate document instead of being indorsed on a scrip certificate.

A fee of one shilling only shall be charged in respect of the registration of the transfer of any share, anything in any rules of a company notwithstanding.

51. Notwithstanding any transfer whatever of any shares not fully paid up, the transferor thereof shall continue to be chargeable for six months after the transfer, but no longer, with any debt or liability incurred prior thereto; and in so far as respects any such debt or liability, such transferor shall be deemed to be a contributory under this Act or under "The Companies Act, 1882," as the case may be, in cases where it may be necessary to determine who are contributories.

Blank forms of transfer prohibited.

Transfer not

to cancel prior liability.

fraudulent transfer in

52. If any person, being a shareholder in any company as Trust on aforesaid, shall, with a view of evading the liabilities incident to his share, transfer the same upon some trust or understanding capable of under or according to which he is to be entitled at any future being enforced time to have retransferred to him or to resume the ownership of or to have any interest in such share, such person shall be disabled from enforcing in any Court any trust for him in such share.

(12) Calls.

second Wed

53. The calls upon shares in every company shall be made Calls to be in such time and manner as that they shall be payable on the payable on second Wednesday in a month, and on that day only; such day nesday in any not to be less than seven days from the day in which the call month. shall be made. A notice shall be printed on the face of each company's scrip, stating that that day is the day on which calls are payable.

54. When a call shall have been made

(1) The manager shall cause a notice of the day when it

Notice of call.

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