Amount of fees may be varied. Must be paid before action is taken. Ten per cent of capital to be paid. under this Act, and may prescribe the forms of proceeding and registration in respect thereof, and all other matters requisite for carrying out the objects of this Act: 2. The amount of the fees may be varied according to the nature of the company, the amount of the capital stock and other particulars as the Governor in Council thinks fit: 3. No steps shall be taken in the Department of the Secretary of State towards the issue of any letters patent or supplementary letters patent under this Act, until after all fees therefor are duly paid. COMMENCEMENT OF BUSINESS. 18. The company shall not commence its operations or incur any liability before ten per centum of its authorized capital has been subscribed and paid for. Every director who expressly or impliedly authorizes such operations being so contravention. commenced or liabilities being so incurred shall be jointly and severally liable with the company for the payment of such liabilities. Liability of directors for Forfeiture of charter for non-user. Powers given to be subject to this Act. General corporate powers. Offices and agencies of the company in Canada. And elsewhere. FORFEITURE OF CHARTER. 19. The charter of the company shall be forfeited by nonuser during three consecutive years, or if the company does not go into actual operation within three years after it is granted. GENERAL POWERS AND DUTIES OF THE COMPANY. 20. All powers given to the company by the letters patent or supplementary letters patent shall be exercised subject to the provisions and restrictions contained in this Act. 21. The company may acquire, hold, mortgage, sell and convey any real estate requisite for the carrying on of the undertaking of the company, and shall, if incorporated under this Act, forthwith become and be invested with all property and rights, real and personal, theretofore held by it or for it under any trust created with a view to its incorporation, and with all the powers, privileges and immunities requisite or incidental to the carrying on of its undertaking, as if it was incorporated by a special Act of Parliament, embodying the provisions of this Act and of the letters patent. 22. The company shall, at all times, have an office in the city or town in which its chief place of business in Canada is situate, which shall be the legal domicile of the company in Canada; and notice of the situation of such office and of any change therein shall be published in the Canada Gazette; and the company may establish such other offices and agencies elsewhere as it deems expedient. attorney 23. Every deed which any person, lawfully empowered in Acts of that behalf by the company as its attorney, signs on behalf of company's the company, and seals with his seal, shall be binding on the valid. company and shall have the same effect as if it was under the seal of the company. be binding 24. Every contract, agreement, engagement or bargain made, Contracts, and every bill of exchange drawn, accepted or indorsed, and etc., when to every promissory note and cheque made, drawn or indorsed on on company. behalf of the company, by any agent, officer or servant of the company, in general accordance with his powers as such under the by-laws of the company, shall be binding upon the company; and in no case shall it be necessary to have the seal of the company affixed to any such contract, agreement, engagement, bargain, bill of exchange, promissory note or cheque, or to prove that the same was made, drawn, accepted or indorsed, as the case may be, in pursuance of any by-law or special vote or order; and the person so acting as agent, officer or servant No individual of the company shall not be thereby subjected individually to any liability whatsoever to any third person therefor: Provided Proviso: as to always, that nothing in this Act shall be construed to authorize the company to issue any note payable to the bearer thereof, or any promissory note intended to be circulated as money, or as the note of a bank, or to engage in the business of banking or insurance. liability. bank notes. limited to company on 25. The company shall keep its name, with the word Word "limited" after the name, painted or affixed, in letters easily be inserted legible, in a conspicuous position on the outside of every office after name of or place in which the business of the company is carried on, all notices, etc. and shall have its name, with the said word after it, engraven in legible characters on its seal, and shall have its name, with the said word after it, mentioned in legible characters, in all notices, advertisements, and other official publications of the company and in all bills of exchange, promissory notes, indorsements, cheques, and orders for money or goods, purporting to be signed by or on behalf of such company, and in all bills of parcels, invoices and receipts of the com pany: preceding 2. Every company which does not keep painted or affixed, Penalty for its name, with the word "limited" after it, in manner directed violation of by this Act, shall incur a penalty of twenty dollars for every section. day during which such name is not so kept painted or affixed: 3. Every director and manager of the company, who know- Penalty for ingly and wilfully authorizes or permits such default, shall be permitting liable to the like penalty: violation. directors or officers using 4. Every director, manager or officer of the company, and Penalty on every person on its behalf, who uses or authorizes the use of any seal purporting to be a seal of the company, whereon its or authorizing name, with the said word "limited" after it, is not so en- without 93 graven use of seal "limited " on it. Liability in addition. graven as aforesaid, or who issues, or authorizes the issue of any notice, advertisement or other official publication of such company, or who signs or authorizes to be signed on behalf of such company any bill of exchange, promissory note, indorsement, cheque, order for money or goods, or who issues or authorizes to be issued any bill of parcels, invoice or receipt of the company, wherein its name, with the said word after it, is not mentioned in manner aforesaid, shall incur a penalty of two hundred dollars, and shall also be personally liable to the holder of any such bill of exchange, promissory note, cheque, or order for money or goods, for the amount thereof, unless the same is duly paid by the company. Company may authorize directors to apply for extension of powers. Application OBTAINING OF FURTHER POWERS. 26. The company may, from time to time, by a resolution passed by the votes of shareholders representing at least two-thirds in value of the subscribed stock of the company, at a special general meeting called for the purpose, authorize the directors to apply for supplementary letters patent, extending the powers of the company to such other purposes or objects, for which a company may be incorporated under this Act, as are defined in the resolution. 27. The directors may, at any time within six months by directors. after the passing of any such resolution, make application to the Secretary of State, for the issue of such supplementary letters patent. Proof to be thereof. 28. Before such supplementary letters patent are issued, the applicants shall establish to the satisfaction of the Secretary of State the due passing of the resolution authorizing the application, and for that purpose the Secretary of State shall take and keep of record any requisite evidence in writing, by oath or affirmation, or by statutory declaration under The Canada Evidence Act, 1893. Grant of sup 29. Upon due proof so made, the Secretary of State may grant plementary letters patent. supplementary letters patent extending the powers of the company to all or any of the objects defined in the resolution; and notice thereof shall be forthwith given by the Secretary of State, Notice of issue in the Canada Gazette, in the form D in the first schedule to this Act; and thereupon, from the date of the supplementary letters patent, the undertaking of the company shall extend to and include the other purposes or objects set out in the supplementary letters patent as fully as if such other purposes or objects were mentioned in the original letters patent; and a copy of every such notice shall forthwith be, by the company to which the notice relates, inserted on four separate occasions in at least one newspaper in the county, city or place where the head office or chief agency is established. 2. If the company fails or neglects to cause such copy to be Penalty. inserted, it is guilty of an offence and liable, on summary conviction before two justices of the peace, to a penalty not exceeding twenty dollars for each day that such failure or neglect continues. LIABILITY OF SHAREHOLDERS limited to 30. The shareholders of the company shall not, as such, Liability be responsible for any act, default or liability of the com- amount pany, or for any engagement, claim, payment, loss, injury, unpaid on transaction, matter or thing relating to or connected with stock, the company, beyond the amount unpaid on their respective shares in the capital stock thereof. 31. Every shareholder, until the whole amount of his Liability of shareholders. shares has been paid up, shall be individually liable to the When to creditors of the company to an amount equal to that not accrue. paid up thereon; but he shall not be liable to an action therefor by any creditor until an execution at the suit of such creditor against the company has been returned unsatisfied in whole or in part; and the amount due on such execution, not exceeding the amount unpaid on his shares, as aforesaid, shall be the amount recoverable, with costs, from such shareholder; and any amount so recoverable, if paid by the shareholder shall be considered as paid on his shares. 2. Any shareholder may plead by way of defence in whole or in part any set-off which he can set up against the company, except a claim for unpaid dividends, or a salary or allowance as a president or a director of the company. liable. 32. No person, holding stock in the company as an execu- Trustees, etc., tor, administrator, tutor, curator, guardian or trustee of or for not personally any person named in the books of the company as being so represented by him, shall be personally subject to liability as a shareholder; but the estate and funds in the hands of such person shall be liable in like manner, and to the same extent, as the testator or intestate, or the minor, ward or interdicted person, or the person interested in such trust fund would be, if living and competent to act and holding such stock in his own name; and no person holding such stock as collateral security shall be personally subject to such liability, but the person pledging such stock shall be considered as holding the same and shall be liable as a shareholder accordingly. vote. 33. Every such executor, administrator, curator, guardian Trustees, etc., or trustee shall represent the stock held by him, at all meet- entitled to ings of the company, and may vote as a shareholder; and every person who pledges his stock may represent the same at all such meetings and, notwithstanding such pledge, vote as a shareholder. PROSPECTUS, ETC. Prospectus, certain contracts entered into by company, fraudulent. 34. Every prospectus of the company, and every notice etc., to specify inviting persons to subscribe for shares in the company, shall specify the dates and the names of the persons to any contract entered into by the company or the promoters, directors or or be deemed trustees thereof, before the issue of such prospectus or notice, whether subject to adoption by the directors or the company or otherwise; and every prospectus or notice which does not specify the same shall, with respect to any person who takes shares in the company on the faith of such prospectus or notice, and who has not had notice of such contract, be deemed fraudulent on the part of the promoters, directors and officers of the company who knowingly issue such prospectus or notice. Conditions for purchase of companies. HOLDING STOCK OF OTHER COMPANIES. 35. The company shall not under any circumstances use stock of other any of its funds in the purchase of stock in any other corporation, unless and until the directors have been expressly authorized by a by-law passed by them for the purpose and sanctioned by a vote of not less than two-thirds in value of the capital stock represented at a general meeting of the company duly called for considering the subject of the by-law; provided always that if the letters patent authorize such purchase, it shall not be necessary to pass such by-law. Stock to be personal estate. Allotment of stock. Preference stock. Effect as to control of affairs. Conditions for effect of by CAPITAL STOCK. 36. The stock of the company shall be personal estate, and shall be transferable, in such manner, and subject to all such conditions and restrictions as are prescribed by this Act or by the letters patent or by by-laws of the company. 37. If the letters patent, or the supplementary letters patent, make no other definite provision, the stock of the company, or any increased amount thereof, so far as it is not allotted thereby, shall be allotted at such times and in such manner as the directors prescribe by by-law. 38. The directors of the company may make a by-law for creating and issuing any part of the capital stock as preference stock, giving the same such preference and priority, as respects dividends and in any other respect, over ordinary stock as is declared by the by-law. 2. The by-law may provide that the holders of shares of such preference stock shall have the right to select a certain. stated proportion of the board of directors, or may give them such other control over the affairs of the company as is considered expedient. 3. No such by-law shall have any force or effect whatever law creating until after it has been sanctioned by a vote of three-fourths of preference the shareholders, present in person or by proxy at a general stock. |