PART 2.-CORPORATIONS.

A.-COMPANY LAW.

LAW No. 5, 1874.

To Limit the Liability of Members of certain Companies.

1. The term Company in this Law shall mean every association whereof the capital is divided, or agreed to be divided, into shares, so as to be transferable without the express consent of all the shareholders, and which at the same time at its formation or by subsequent admission shall consist of more than twenty-five 'members; provided, however, that nothing contained in this Law shall apply to any banking company.

2. Any company may obtain a certificate of registration with limited liability from the Registrar of Deeds of the Republic, upon complying with the conditions following, that is to say :

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(1) The directors or provisional directors shall, in their application to the Registrar of Deeds for such registration, state that a company is to be formed with limited liability. (See Law 1, 1891, § 2, following.) (2) The word "Limited" shall be the last word of the name of the company.

(3) The articles of association shall contain a statement to the effect that the company is formed with limited liability.

(4) The articles of association shall be signed by not less than twenty-five shareholders, who shall hold jointly not less than three-fourths of the nominal capital of the company in shares. Each shareholder shall have paid up not less than one-tenth on his shares.

(5) A declaration by two or more directors or provisional directors, made before a Justice of the Peace, stating that the above-mentioned tenth portion is actually paid up, shall be deposited with the Registrar of Deeds, together with a certified copy of the articles of association (with particulars of the names, places of abode, and the number of shares held by each of the shareholders). The payment of the above-mentioned tenth portion shall be acknowledged in, or by endorsement on, the articles of association; upon above conditions being complied with, the Registrar of Deeds shall grant to such company a certificate of registration with limited liability.

3. Any company, except as aforesaid, already existing, may obtain a certificate of registration with limited liability in the following manner, and subject to the following conditions:-The directors of such company may make such alteration in the name, the amount of paid-up capital, and in the articles of association of the company generally, as may be necessary to enable it to comply with the conditions hereinbefore mentioned. This shall be effected with the consent of not less than three-fourths in number and value of the shareholders of the company who are present personally or represented by proxy (where such is allowed by the articles of association) at a general meeting convened for that purpose by a previous notice of not less than six weeks in the Staatscourant. Upon compliance with these conditions the Registrar of Deeds shall grant to such company under its new name a certificate of registration with limited liability; and thereupon all privileges and obligations of companies with limited liability, their shareholders, directors and officers shall attach to the company named in such certificate, its shareholders, directors and officers. (The words already existing" mean existing when this Law was passed in 1874.)

4. Every company that has obtained a certificate of registration with limited liability shall paint, and shall keep painted, 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, and shall have its name engraved in legible characters on its seal, and shall have its name mentioned in legible characters in all notices, advertisements and other official publications of such company, and in all bills of exchange, promissory notes, cheques, money orders, way bills, price lists, receipts, letters and other writings used in the transactions of the company.

5. If such company do not paint and keep affixed its name in the manner aforesaid, each of the directors thereof shall be liable to a penalty not exceeding £5 sterling for this omission, and for every day as long as the omission lasts; and if any director or subordinate official of the company, or any other person on its behalf, use any seal, purporting to be a seal of the company, whereon its name is not so engraved as aforesaid, or issues, or causes to be issued, any notice, advertisement, or other official publication of such company, or circulates, or causes to be circulated, any bill of exchange, promissory note, cheque, money order, way bill, price list, receipt, letter or other writing used in the transaction of the business of the company, wherein its name is not mentioned in the manner aforesaid, he shall be liable to a penalty of £20 sterling, and shall further be personally liable to the holder of any such bill of exchange, promissory note, cheque or money order for the amount thereof, unless the same shall be duly paid by the company.

6. No increase in the nominal capital of any company that has obtained a certificate of registration with limited liability shall be advertised or otherwise treated as part of the capital of such company before such increase has been registered with the Registrar of Deeds; no such registration shall be made unless a deed has been produced to the Registrar, signed by shareholders holding shares to the amount in the aggregate of at least three-fourths of the proposed increased capital of the company; nor unless it is proved to the Registrar of Deeds, by such acknowledgment and declaration as hereinbefore mentioned, that upon each of such shares there has been paid up, by the holder thereof, an amount of not less than 10 per

cent.

If any such increase of capital as aforesaid be advertised or otherwise treated as part of the capital of the company before the same has been so registered, every director of such company shall incur a penalty of £50 sterling; the payment of the above-mentioned percentage shall be acknowledged in or endorsed on the deed so produced; and the fact of the same having been bonâ fide so paid shall be verified by a sworn declaration of the directors, or any two of them, made before a Justice of the Peace.

7. Within one month after the date of any new or supplementary articles of association, which may be issued at any time or times during the existence of any company which has obtained a certificate of registration with limited liability under this Law, there shall be transmitted by the directors of every such company, to the Registrar of Deeds, a true copy of such new or supplementary

articles of association, attested as such true copy in the manner aforesaid for future reference as aforesaid. Six-monthly returns of transfers of shares shall, for the purpose of being kept, be filed with the Registrar of Deeds.

8. In the months of January and July in every year the directors of every such company which has obtained a certificate of registration with limited liability shall make or cause to be made the following return to the Registrar of Deeds, namely:-A return, according to the schedule hereunto annexed, containing the particulars therein set forth of every transfer of any share in such company, which shall have been made in the share transfer list, or book kept by the said company, and also of the changes in the names of all shareholders of such company, whose name may have been changed by marriage or otherwise since the last preceding sixmonthly return, or since the registration of the company, by the Registrar of Deeds, as the case may be. (See also § 3, Law 1, 1891.)

9. If within the time fixed such return as mentioned in Art. 8 of these regulations be not made, every director of such company shall be liable to a fine not exceeding £20 sterling. Provided, however, that if any company which has obtained a certificate as aforesaid shall have its head office or place of business in any part of the Republic other than Pretoria, and the district thereof, then a true copy of the aforesaid return shall, besides being filed with the Registrar of Deeds, be filed with the Landdrost of such district in the manner as aforesaid, and in case such return shall not be so filed in the months aforesaid, every director shall for such neglect be liable to a fine not exceeding £20 sterling.

10. If at any time any party to a transfer of a share makes written request to the directors of any such company to make a return thereof, then forthwith on such request the directors shall make the same accordingly. Provided, however, that the directors may require the party making such request to defray any expense they may be put to in making the return aforesaid.

11. Every person shall be at liberty to inspect the returns, deeds, registers, and indexes kept by the said Registrar of Deeds and the Landdrost, in pursuance of the provisions of this Law, or to demand a copy or extract of any such return or deed, certified by the said Registrar of Deeds, and for such inspection, certified copy or extract there shall be paid such fees as the President, with the advice and consent of the Executive Council, may appoint from

time to time in that behalf, not exceeding one shilling for each such inspection, and ninepence for each page of such copy or extract, and in all Courts of this Republic every such copy or extract, so certified, shall be received in evidence without proof of the signatureor of the seal of office affixed thereto.

12. Every company shall, on being registered, or on receiving a certificate of registration with limited liability, pay to the Registrar of Deeds the following sums, viz. :—

(See §§ 33 and 34 of the Stamp Duties Proclamation, No. 12, 1902, following.)

And besides these sums and the fees hereinbefore provided to be paid, there shall be paid by such companies registered as aforesaid, such other fees in respect of any services to be performed by the Registrar of Deeds, under the provisions of this Law, as the President, with the advice and consent of the Executive Council, may from time to time appoint in that behalf.

13. The members of any company which has so obtained a certificate of limited liability in the manner aforesaid, shall, after having received such a certificate, not be liable (any law to the contrary notwithstanding) under any judgment, decree, or order, which shall be obtained against such company, or for any debt or engagement of such company, further, or otherwise, than is hereafter provided.

14. If any execution, or other process in the nature of execution, shall have been issued against the property or effects of the company, and if there cannot be found sufficient whereon to levy or enforce such execution or other process, then such execution or other process may be issued against any of the shareholders tothe extent of the then unpaid portion of their respective shares in the capital of the company; but no shareholder shall be liable to pay in satisfaction of any one or more such levies, or other process, a greater sum than shall be equal to the unpaid portion of his shares. Provided always that no such execution shall issue against any shareholder except upon an order of the Court in which the action, suit, or other proceeding has been brought or instituted; and such Court may order execution to issue accordingly with the reasonable costs of such application and execution to be taxed by the taxing officer of the said Court; and for the purpose of ascertaining the names of the shareholders, and the amount of the sum still payable upon their respective shares, it shall be lawful for any person entitled to any such execution to inspect at all reasonable times. the register of shareholders without payment of fee.