CHANGE OF NAME TRANSFER. The adoption of another name by a Company incorporated in the Transvaal, without any alteration in the constitution of the Company, does not make it a new Company; and it is, therefore, not necessary, in case the Company under its new name desires to pass transfer of property standing in its old name, first of all to register such property in the new name of the Company (Ex parte Scholtz, O.R., 1895, p. 365).

SUMMONS-COMPANY.--Where a Company is summoned in an action, the summons must state whether the Company is incorporated in the Transvaal or elsewhere (Fuchs vs. New Zealand Insurance Co., O.R., 1897, p. 411).

SHARES. An applicant for shares in a Company cannot refuse to receive share certificates which bear the endorsements of former holders (Liquidators of the Olifantsvlei Co. vs. Marshall, O.R., 1895, p. 68).

SHARES. A promise to deliver a certain number of shares in a Company as soon as it is floated binds the promisor to deliver clean and unconditional shares; and the promisor is not entitled, upon flotation, to offer shares which cannot be negotiated except after the lapse of some time (Roth vs. Oppenheim, H., p. 202).

RECONSTRUCTION TRANSFER.-A Company had been liquidated, and its assets and liabilities taken over by a new Company formed specially for that purpose with the same name, but with a change of capital. It was held that, though the second Company was composed of the same shareholders, it constituted a new persona in law distinct from its shareholders, and therefore a transfer of fixed property from the original to the new Company involved a change of ownership, and was liable to the payment of transfer duty (Coetzeestroom Co. vs. Registrar of Deeds [1902], T.S. 216).

ARTICLES OF ASSOCIATION-TRUST DEED. “The articles of association under the Transvaal Statutes are the trust deed of the Company, and the objects of the Company are stated therein. The articles are conclusive as to the objects. A Company is registered with limited liability by the Law, and is incorporated to carry out the objects expressed in its trust deed; if it endeavoured to carry out other objects not incidental thereto, its action would be ultra vires. And the terms of its trust deed are conclusive as to its scope and objects" (Hompes vs. Beaumont Estate Co. [1903], T.S. 233).

VOLUNTARY WINDING-UP.- "Our statutory machinery is entirely different from that in force in England. Voluntary windingup depends with us entirely upon consent. Dissenting shareholders are at liberty to come to the Court; and the Court is in no way prevented from applying the machinery of compulsory winding-up by reason of the fact that there has been a resolution taken to wind up voluntarily (East Rand Deep vs. Joel [1903], T.S. 625).

LIQUIDATION-TRANSFER. On the liquidation of the B Company all its landed property was awarded to the X Company, which was the sole shareholder. The X Company applied to the Court to have transfer of this property registered in its name without the payment of transfer duty. It was held that the case did not fall within any of the exemptions laid down by the Transfer Duty Proclamation (No. 8, 1902), and that transfer duty had therefore to be paid (African Farms vs. Registrar of Deeds [1904], T.S. 50).

PART 2.-CORPORATIONS.

D.-BANKS.

LAW No. 2, 1893.

Concerning the Banks within the South African Republic.

1. Every bank, doing business in the South African Republic on the date of this Law coming into operation, shall be entitled to a permit from the Government authorising it to issue bank notes, subject to the provisions of this Law.

2. No bank, which shall be established in the South African Republic after the date of this Law coming into operation, nor any private person, shall be entitled to make or circulate its or his own bank notes without having previously obtained permission to do so from the Government, which shall make the necessary regulations for obtaining such permits.

The Government shall have the right to refuse such permits.

3. Whenever any bank in the South African Republic ceases to issue bank notes, or fails to pay its bank notes in legal coin, the right of such bank to issue bank notes shall immediately determine, and shall, in the last case, not be renewed.

4. The total amount of bank notes circulated by any bank shall not exceed its paid-up capital.

5. Bank notes of banks carrying on business in the South African Republic, which bank notes are not payable at Pretoria or at any other place in the South African Republic, shall not be made or circulated.

6. No bank notes shall be made or brought into circulation in the South African Republic for any amount less than £1 sterling.

The bank notes shall always be made payable at sight in legal coin at the head office, branches and agencies of the respective banks in the South African Republic. The payment of notes may be postponed by the branch offices and agencies, with exception of the Pretoria office and the place where the bank notes are payable, until specie can be received from the head office, or from Pretoria, in case the bank has no head office in the South African Republic.

7. Every bank, which issues, or shall have issued, bank notes in the South African Republic, shall at all times have in hand at its head office in this Republic, or both at its head office and branch offices in this Republic, a reserve in legal coin equal to 33 per cent. of the total value of all bank notes in circulation at the time, and assets in this Republic for the balance.

8. Every bank, which issues, or shall have issued, bank notes, shall keep a proper record of the numbers and value of the same.

9. Every bank shall submit to the officials, to be appointed by the Government, all account books concerning the issue of bank notes and the specie reserve, and shall allow such officials at all reasonable times to inspect the said books and to examine the specie reserve.

10. Every bank note made or circulated in the South African Republic shall be provided with a stamp of one penny, to be paid by the bank which makes or circulates such note.

11. For contravention of the provisions of this Law the following fines shall be inflicted:

(a) For making or circulating bank notes not in accordance with the provisions of this Law, and for neglecting to stamp the same, as prescribed hereby, a fine not exceeding £100 sterling for each such note.

(b) For not having in hand a specie reserve of the fixed amount, a fine not exceeding an amount equal to the amount of the deficit for every day or part of a day during which the specie reserve is less than the fixed

amount.

(c) For making incorrect statements of the amount or the value of notes in circulation, or of the amount of the specie reserve in gold, a fine not exceeding £100.

(d) For making intentionally false or misleading statements of the amount or of the value of notes in circulation, or of the amount of the specie reserve in gold; every person who makes or signs such statements shall be punished by imprisonment, with or without hard labour, for a term not exceeding threeyears.

(e) For submitting to the Government a false statement (other than the cases mentioned in the two preceding sub-sections), or for contravention of any other provision of this Law, a fine of from £10 to £500, or imprisonment, with or without hard labour, for a period not exceeding one year.

(f) Besides the fines and punishments aforesaid the Government shall have the power to withdraw the right to issue bank notes from the bank concerned.

(g) The Government shall have the right to pay out of the recovered fines a reward to informants.

12. Every bank shall from time to time furnish the Government with the name of a responsible person or responsible persons at each of its branches and other offices, whose duty it will be to supply the different statements, tables, and the balance sheet mentioned in this Law, and he or they shall provide the same with his or their signature.

If any bank does not comply with the regulations of this article the Government shall have the right to cancel the permission for the making and circulating of bank notes, after having called upon and heard the bank.

13. For the purpose of this Law, the word "bank includes any company, partnership, firm or person doing any business which is usually done by bankers; and the word "issue or "circulate" shall include, inter alia, the payment or the depositing as security of any bank note by the bank responsible for the payment of the amount thereof, or by any other bank, or by any agent of a branch office or official of such bank, irrespective of such note ever having been issued before or not at the same or at any other place.

14. All bank notes which are in circulation on the day of promulgation of this Law may remain in circulation until they are deposited at, or received by, the bank which is bound to pay the

amount thereof, or by any other bank, or by any branch office, agent, or official of such bank. No such notes shall be again brought into circulation by the said banks, branch banks, agents or officials; provided that nothing in this article contained shall prohibit the circulation of such note, if by its tenor it is made payable in this Republic, and stamped in accordance with the provisions of this Law.

15. All bank notes now in circulation which have not been issued in accordance with the provisions of this Law shall be withdrawn after a certain day to be fixed by Government notice in the Staatscourant.

16. No bank notes circulated by any institution established or represented in the South African Republic shall be accepted in payment in the Government offices.

17. As soon as possible after the expiration of each month, fortnight, or week, as the Government may deem fit, every bank shall send in to the Government a summarised balance sheet containing such particulars of the transactions of its offices or branch offices in the South African Republic, and framed in such manner as shall be approved of by the Government. Moreover, every bank shall, as soon as possible after expiration of its financial year, send in to the Government a balance sheet, a profit and loss account, and a report for the past year. These documents shall be substantiated by proofs to the satisfaction of the Government, and shall be duly authenticated. The Government shall have these balance sheets, profit and loss accounts, and reports published in the Staatscourant at the cost of the bank concerned.

In case of contravention of any provision of this article, the defaulting bank shall pay a fine of £500 sterling, and shall forfeit its permit mentioned in Arts. 1 and 2 of this Law, as may be deemed fit by the Government.

18. Repealed by Ordinance 33 of 1903.

19. This Law shall come into operation immediately after publication in the Staatscourant.