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the same effect as if they were done under the common seal of the company.-(S. 55.)*
In addition to the board meetings above mentioned, the directors of large companies generally so arrange, that two of their body shall attend daily, or as often as may be found necessary, for the purpose of signing documents and transacting other business requiring their immediate attention. All banking companies find this course absolutely necessary, in order that their bills, drafts, and other instruments, may be duly signed.
By an Act of the last session, entitled the "Companies Seals Act, 1864," further facilities are afforded to public companies carrying on business abroad. It does not repeal the provision of the " Act" (S. 55), referred to above. The following brief synopsis may be found useful.
"THE COMPANIES SEALS ACT, 1864."
13th May, 1864.
By Section 2. Any company, under the "Companies Act, 1862," whose objects require the transaction of business in foreign countries, may prepare an official seal for use in any place out of the United Kingdom in which such business is carried on; the same to be a facsimile, or as nearly as practicable so, of the common seal of the company, except having on its face the name of every place, in and for which it is to be used, with power from time to time to break up and renew any official seal, and to vary the limits within which it is intended to be used.
By Section 3. Any company may, by any instrument, in writing, under its common seal, empower any agent or agents, specially appointed, or any legal agent, board, committee, manager, or commissioner, appointed under the Articles of Association, in any place out of the United Kingdom, where business of the company is carried on, to affix such official seal to any deed, contract, or other instrument, to which the company is made a party in such place, and no other order of the company or the board of directors shall be necessary to authorise such seal to be affixed to any deed, &c.
By Section 4. The power contained in the last section shall remain in force during the period, if any, limited in the instrument therein mentioned or otherwise, until notice of the revocation or determination of the power shall have been given to the parties dealing with the agent or persons claiming under them.
By Section 5. The person affixing such seal to any document shall, by writing, under his hand, on the document to which it is affixed, certify the date when, and the place where, the same was affixed; and any document to which any such seal shall have been so affixed within the district, or place inscribed on such seal shall bind the company, in the same way as if it had been duly sealed with its common seal.
The secretary should make short minutes of these proceedings, however unimportant they may seem, for if they accomplish no other object, they will at all events be a useful record of the company's business, and a written authority to refer to in case of dispute.
The regulations as to making calls seldom vary to any material extent, and are usually to the effect that the directors may exercise this power whenever they please in respect of all monies remaining unpaid on shares, provided they give the members at least twenty-one days notice thereof.
As the prospectus, however, generally contains some conditions as to the amount of calls, and the intervals at which they shall be made, it is of course necessary that the regulations should be in strict accordance with those conditions. If a Company limited by shares has not registered any articles of association, or inserted any such statements as to calls in the prospectus,, the Directors are perfectly free to act as they feel disposed, or as best suits their convenience, and to make calls when, and as often as they think fit, until the shares become fully paid up, but subject to giving the above notice.
A call is deemed to have been made at the time when a resolution of the directors authorising the same was passed, and is due from the holder of a share on the day appointed by them for payment. In default of payment, when so due, interest at 5 per cent. per annum may be charged for the time intervening between the appointed day of payment and that on which it is made.
On the other hand, it is usually in the discretion of directors to allow a shareholder interest on any money paid in advance of calls, at such a rate as may be agreed upon.
FORFEITURE OF SHARES. (R. 17 to 22.)
A member who fails to pay his call on the appointed day, is not only liable to be charged with interest, but he is also liable
By Section 6. The above powers can only be exercised by such companies as are or shall be expressly authorised to exercise the same by their Articles of Association, or a special resolution passed according to the provisions of "The Companies Act, 1862," and shall be so exercised subject to any directions or restrictions in such Articles or special resolutions.
to have his shares forfeited to the company; and no doubt if the matter ended here, shareholders would not unfrequently regard such a measure with considerable satisfaction. But it does not the members being still liable to pay all calls due on such shares at the time of forfeiture.
The conditions under which shares may be forfeited are always contained in the Articles of Association, and seldom vary from those comprised in the Regulations referred to at the head of these remarks. When a member fails to pay any call on the appointed day, he is served with a notice, naming a further day upon which he can pay the same, together with any interest and expenses that may have accrued by reason of his default. The notice should also state where payment is to be made (which must be at the registered office or some other place at which the calls of the company are usually payable), and it must further mention that in the event of non-payment on or before the day appointed, the shares affected by such calls will be liable to forfeiture. If this document is disregarded by the shareholder, the directors may at any time before payment of the calls, interest and expenses, pass a resolution declaring the shares forfeited; upon which they become the sole property of the company, and may be disposed of as it thinks fit.
As to purchasing forfeited shares, see Cl. 307.
TRANSFER OF SHARES. (R. 8 to 11.)
All shares or other interest of any member in a public. company shall be deemed personal estate, and capable of being transferred in manner provided by its regulations, and each share shall be distinguished by its appropriate number,—(S. 22.)
One of the first conditions is, that all monies due on such shares shall first be paid, otherwise the directors may decline to register the transfer; but a shareholder is not bound to enquire as to the position of the transferree, and may assign his interest or liability to a pauper, provided the transaction is a perfectly bona fide one. Neither will a transfer made by a personal representative of a deceased shareholder be held invalid by reason of such representative not being a member when the transfer is executed (S. 24.)
The following is the form of transfer given in the first Schedule to the Act," but a company may adopt whatever
form it pleases. It should be signed and sealed by both parties in the presence of one or more witnesses.
After being duly stamped according to the scale set forth below (Cl. 62), it should be left at the company's office for the approval of the directors and for registration, as until the latter takes place the transferror is still deemed to be the holder of the shares in question. A receipt is usually given for the deed on leaving same.
FORM OF INSTRUMENT OF TRANSFER.
I, William Tomkins, of
[the transferror], in consideration of the sum of £5 paid to me by Thomas Jones, of [the transferree], do hereby transfer to the said Thomas Jones the share [or shares], numbered 1034, standing in my name in the books of Company (Limited), to hold unto the said Thomas Jones, his executors, administrators and assigns, subject to the several conditions on which I held the same at the time of the execution hereof; and I, the said Thomas Jones, do hereby agree to take the said share [or shares], subject to the same conditions. As witness our hands the 1st day of January, 1865."
The Transfer Books are usually closed during the fourteen days preceding the Ordinary General Meeting, or for the time stated in the company's regulations.
And so on at the rate of 10s. per cent.
POWER TO CLOSE REGISTER OF MEMBERS. (S. 33).
Any company under the "Act" may, upon giving notice by advertisement in some newspaper circulating in the district in which the registered office of the company is situated, close the register of members for any time or times not exceeding in the whole thirty days in each year.
As to giving Inspection of the Register, see Cl. 37.
As to Service on Companies.
The "Act" provides that any summons, notice, order, or other document (writs excepted), may be served by leaving the same, or sending it through the post in a prepaid letter addressed to the company at its registered office. It must, however, be posted in time to admit of its being delivered in the ordinary course, within the prescribed time (if any) for the service thereof, and in case of proof it will only be necessary to show that it was properly directed, prepaid, and put into the post-office within such prescribed time.-(S. 62 and 63.)
AUTHENTICATION OF NOTICES. (S. 64.)
65. Any summons, notice, order, or proceeding, requiring authentication by the company, may be signed by any director, secretary, or other authorised officer. It need not be under the common seal, and it may be in writing, or in print, or partly in both.
SERVICE OF NOTICES ON MEMBERS.
(R. 95 to 97.)
The Regulations usually provide that a notice by a company upon a member may be served either personally, or by sending it through the post as above, addressed to such member at his registered place of abode.
If there are several holders of one share, it need only be sent to the member whose name appears first upon the register.
Any notice shall be deemed to have been served when the letter containing the same would be delivered in the ordinary course of post; and it shall be sufficient proof to show that such letter was properly addressed and put into the post office.
In the event of there being any existing or future difference, question, or other matter whatsoever in dispute between two companies under the "Act" (S. 72 and 73), or between any company or person, the same may be referred to arbitration in accordance with the provisions of the "Railway Companies