15. If any execution, or other process issued in the nature of execution, be proceeded with against the property or effects of any shareholders for the time being, and 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 former holder or holders of the shares, held by such shareholders for the time being, for such amount as such shareholders for the time being shall have failed to pay, in satisfaction of the execution, or other process in the nature of execution, issued: (a) Provided, however, that nothing herein contained shall be taken to render any such former holder or holders of shares aforesaid liable for any larger amount than he or they would have been liable for under the provisions of this Law, if he or they had been at the time of the issuing of such execution, or other process in the nature of execution, the holder or holders of such shares. (b) Provided also, that in case of execution against any former shareholder, such shareholder shall have been a shareholder at the time when the contract or engagement in respect of which such judgment, decree, or other order may have been obtained was entered into, or became a shareholder during the time such contract or engagement was unexecuted or unsatisfied, or was a shareholder at the time of the judgment, decree, or order being obtained. (c) Provided, further, that in no case shall execution be issued on such judgment, decree or order, against the person, property or effects of any such former shareholder, after the expiration of two years after the return of the transfer of the shares of the person or persons sought to be charged shall have been made to the Registrar of Deeds, as provided in Art. 7 and 8 of this Law. (See also § 4 of Law 1, 1891.) 16. If the directors of any such company shall declare and pay out any profits or dividend when they know the company to be insolvent, or any dividend (profits) the payment of which would to their knowledge render it insolvent, they shall be jointly and severally liable for all the then existing debts of the company, as also for all that shall be contracted thereafter during the time they respectively continue in office provided that the amount for which they shall be liable shall not exceed the amount of such dividend, and that if any of the directors shall be absent at the time of making the dividend, or shall object thereto and shall file their objection, in writing, with the secretary of the company, they shall be exempted or excluded from the said liability. 17. Payments shall be made only in cash. 18. All Laws and regulations inconsistent with or repugnant to the provisions of this Law are hereby repealed. 19. This Law may be cited for all purposes as "The Limited Liability Companies Law." 20. This Law shall take effect in accordance with Article 69 of the Grondwet (prescribing publication within two months of passing by the Volksraad). Return made in accordance with "The Limited Liability Shareholders whose names have become changed by marriage or otherwise : : Enacted by Volksraad Resolution, Art. 269, dated 18th November, 1874. Whereas it has often happened, and is likely to happen again, that applications are made to the Executive Council by persons who have formed companies for the purpose of prospecting for minerals, and to work the same, as well as for other purposes, for the incorporation of such companies, subject to the Laws of this Republic: Be it hereby enacted by the Volksraad, that it shall and may be lawful for the Executive Council to grant Letters of Incorporation to any company, on payment of a sum of £25 sterling, and subject to such other stipulations and conditions as may appear expedient to the said Executive Council. (See Law 22, 1894, § 21, below.) By VOLKSRAAD RESOLUTION, Art. 58, dated 10th May, 1890. The following resolutions of the Executive Council obtained the force of law in the South African Republic, viz. :— 1. Executive Council Resolution, Art. 786, dated 18th December, 1889. The Executive Council resolves : That no registration of inland companies shall take place when the articles of association have reference to the erection or institution of mints, railways, tramways, telegraph lines, etc., and further that no registration. of any inland company shall take place otherwise than subject to this special condition, that there shall be no carrying into effect of such of the articles of association as may appear to be opposed to the interests of the country. This resolution shall not derogate from any of the other provisions of Law No. 5 of 1874. 2. Executive November, 1889. Resolved that :- Council Resolution No. 746, dated 29th As and from this date no foreign company shall be registered in this Republic unless it be incorporated in manner as provided in Law No. 6 of 1874. LAW No. 22, 1894. By § 21 of this Statute, Law No. 6, 1874, is amended as follows: 21. In the preamble of Law No. 6, 1874, the words "Registrar of Companies" shall be substituted for the words "Executive Council," and in the body of the Law the words "Registrar of Companies in consultation with the State Attorney and the Registrar of Deeds" shall be substituted for the words 'Executive Council." LAW No. 1, 1891. 66 Being a Supplement to Law No. 5 of 1874, Limiting the Liability of Members of certain Companies. Whereas it is desirable that Law No. 5 of 1874 should be supplemented: It is hereby enacted and provided as follows: 1. The following new articles shall be inserted after Art. 1 of the said Law, to wit: 1A. Where, after the passing of this amended Law, the public shall be requested by means of any prospectus or notice to subscribe for shares in, or debentures or securities of, any company, every person who is a director of the company at the time of the issue of such prospectus or notice, and every person who, having authorised his nomination as such, is named in the prospectus or notice as a director of the company, or as having consented to become a director of the company, whether immediately or after the lapse of a certain time, and every promoter of the company, and every person who has authorised the issue of the prospectus or notice, and every person who has made any untrue report or memorandum which is attached to such prospectus or notice, shall be answerable to all persons who, on the faith of the statements contained in such a prospectus or notice, may have obtained any shares, debentures, or securities, and shall be liable for any damage or loss which such persons may have sustained by reason of any untrue statement in the prospectus or notice, or in any report or memorandum attached thereto, endorsed thereon, or by way of reference forming part thereof, or issued therewith, unless it can be shown: (a) With reference to every such untrue statement, not (b) With reference to every such untrue statement, pur- |
