26. 27. 28. 29. 30. COMPULSORY MATTERS REQUIRED BY THE "ACT" TO BE DONE BY PUBLIC COMPANIES. (Under penalty and otherwise.) In speaking of the effect of registration, we have only adverted to some of the powers which it confers upon public companies; but it must not be forgotten that it has also another and equally important effect. The "Act" requires that certain things shall be done by them, all of which are compulsory, and of many of which the observance is enforced by heavy penalties, multiplying daily during the continuance of the default. The moment, therefore, that a company becomes incorporated it also becomes bound to carry out these provisions, and for that reason they have been extracted, in order that the full extent of such obligation may be seen at a glance. For sake of brevity it may be stated generally, that in all cases (unless otherwise specified), the directors or other officers by whose particular acts or neglect the default in question may arise, are also personally liable to be mulcted in the same penalties as the company. In England and Wales (S. 65), they may be prosecuted for such offences before two or more justices of the peace; and in Ireland they may also be prosecuted at the petty sessions, in accordance with the provisions of the Act 14 & 15 Vict., cap. 93. In Scotland (S. 65), the penalties are recoverable, either before two or more justices of the peace, or before the sheriff of the county, in manner directed by the Act 17 & 18 Vict., cap. 104. The application of the fines so imposed is in some measure left to the discretion of the justices or sheriff before whom the case is heard; and they may be devoted either towards the paying or rewarding the person at whose instance the proceedings have been taken: or if no such disposal takes place, the sum recovered is paid into Her Majesty's Exchequer, to form part of the Consolidated Fund.-(S. 66.) The penalties set against each offence are of course the maximum amounts that can be imposed, and the court has the usual power of mitigating them, ad libitum. 31. 32. 33. REGISTERED OFFICE. (S. 39.) Every company must have a registered office in one of the three kingdoms, to which all communications and notices may be addressed. Penalty (on company alone), of £5 for every day during which business is carried on without one. Notice of the situation of such office, or any change therein, must be given to the Registrar; and until such notice is given the company shall not be deemed to have complied with the "Act," with respect to having a registered office.-(S. 40.) PUBLICATION OF NAME. (S. 41.) Every limited company (whether by shares or guarantee), shall paint or affix its name on the outside of every office or place in which the business of the company is carried on, in a conspicuous position, in letters easily legible. Penalty £5, and the like amount for every day during which the default continues.-(S. 42.) Seal. It shall also have its name engraven in legible characters on its seal; and Shall also have its name mentioned in legible characters in all Notices, advertisements, or other official documents, bills company: Bills of parcels, invoices, receipts or letters of credit of the company. Penalty in default, £50, coupled with the personal liability of any director, manager, or officer, to the holder of any such bill of exchange, cheque, &c., unless it be duly paid by the company. (S. 42.) See Cl. 52. CHANGE OF NAME. (See Cl. 20, 33, 109, 110.) As this requires the sanction of a special resolution, a printed copy thereof must be sent to the Registrar (vide Cl. 41), from which he can enter the new name on the Register, and issue a fresh certificate, on being satisfied that the approval of the Board of Trade has been obtained. BANKING AND OTHER COMPANIES. (S. 44.) 34. Every limited banking or insurance company, and deposit, provident, or benefit society, shall, before it commences business, and also on the first Monday in February and the first Monday in August in every year, make a statement as near to the following form as circumstances will admit, and shall put a copy thereof in a conspicuous place in the registered office, and in every branch or place where its business is carried on. Penalty, £5 for every day during which default continues. Any member or creditor may require a copy of such statement, on payment of a sum not exceeding 6d. FORM OF STATEMENT. (Being Form D in the 1st Schedule of the “Act.") *The capital of the company is shares of each. The number of shares issued is made, under which the sum of divided into The liabilities of the company on the first day of January (or July) were, Debts owing to sundry persons by the company: On judgment, £ On specialty, £ On notes or bills, £ On simple contracts, £ On estimated liabilities, £ The assets of the company on that day were,- Bills of exchange and promissory notes, £ Other securities, £ *If the company has no capital divided into shares, the portion of the statement relating to capital and shares must be omitted. See Cl. 317 as to issue of notes. 35. 36. 37. REGISTER OF DIRECTORS. (S. 45.) Every company, not having capital divided into shares, shall keep at its registered office a register, containing the names and addresses, and the occupations of its directors or managers, and shall send to the Registrar a copy thereof, and shall also notify from time to time any change therein. Penalty £5, for every day during which default continues. -(S. 46.) MINUTES OF RESOLUTIONS. (S. 67.) Every company shall cause Minutes of all resolutions and proceedings of General Meetings of the company, and of the directors or managers of the company, to be duly entered in books for the purpose; and any such Minute (made according to the instructions contained in Cl. 80,) shall be received as evidence in all legal proceedings. As to Special Resolutions see Cl. 41. REGISTER OF MEMBERS. (S. 25.) Every company shall cause to be kept in one or more books a register of its members. (Vide Cl. 124 to 129, for full instructions hereon.) Penalty, £5 per day during which default continues. Such register, commencing from the date of registration of the company, shall be kept at its registered office. Except when closed (Cl. 63), it shall, during business hours, (but subject to such reasonable restrictions as the company may impose in general meeting, so that not less than two hours in each day be appointed,) be open to the inspection of any member gratis, and to any other person on payment of not more than one shilling, and the company shall also furnish (if required), a copy of the whole or any part of such register, or list, or summary of members, on payment of 6d. for every hundred words so copied. Penalty for refusal £2, and a further penalty for every day during which default continues. (S. 32.) 38. 39. As to improper entry or omission in the register, see Cl. 305. REGISTER OF MORTGAGES. (S. 43.) Every limited company shall keep a register of all mortgages and charges specifically affecting the property of the company. (See Cl. 149.) Penalty £50, against any officer of the company in default of making the necessary entries therein. Shall give inspection thereof to any creditor or member of the company. No fee for inspection mentioned. Penalty £5, against any officer refusing inspection, and £2 for every day that it continues, with power for judge in chambers, and the vice-warden of the stannaries (in his jurisdiction), to compel immediate inspection. ANNUAL LIST OF MEMBERS. (S. 26.) Every company having capital divided into shares, shall make, once at least in every year, a list of all persons who, on the fourteenth day succeeding the date on which the Ordinary General Meeting, or if more than one, the first of such meetings is held, are members of the company; and such list shall state the Names, addresses, and occupations of all members; and the It shall also contain a summary, specifying the following particulars. (1.) The amount of the capital and the number of the shares into which it is divided: (2.) The number of shares taken from the commence- (3.) The amount of calls made on each share: (5.) The total amount of calls unpaid : (6.) The total amount of shares forfeited: (7.) The names, addresses, and occupations of the persons who have ceased to be members since the last list was made, and the number of shares held by each of them. The following is the form marked "E," given in second schedule to the "Act." |