184 Com Panies

• Author: Ralph Hone
• Pages: #4

CHAPTER 184.

COMPANIES.

ARRANGEMENT OF SECTIONS.

SECTION.

1. SHORT TITLE.

   PART L CONSTITUTION AND INCORPORATION OF COMPANIES.

   Memorandum of Association.

2. MODE OF FORMING COMPANY.

3. MODE OF LIMITING LIABILITY OF MEMBERS.

4. MEMORANDUM OF ASSOCIATION OF A COMPANY LIMITED BY SHARES.

5. MEMORANDUM OF ASSOCIATION OF A COMPANY LIMITED BY GUARANTEE.

6. OBJECTS IN MEMORANDUM OF ASSOCIATION MAY BE ALTERED BY SPECIAL RESOLUTION.

7. LOCATION OF REGISTERED OFFICE MAY BE CHANGED.

8. MEMORANDUM OF ASSOCIATION OF AN UNLIMITED COMPANY.

9. SIGNATURE AND EFFECT OF MEMORANDUM OF ASSOCIATION.

10. POWER OF CERTAIN COMPANIES TO ALTER MEMORANDUM OF ASSOCIATION AS TO SHARES.

11. CHANGE OF NAME.

    Articles of Association.

12. REGULATIONS TO BE PRESCRIBED BY ARTICLES OF ASSOCIATION.

13. ADOPTION AND EFFECT OF ARTICLES OF ASSOCIATION.

    General Provisions.

14. REGISTRATION.

15. CERTIFICATE OF REGISTRATION.

16. GOVERNOR MAY GRANT LICENCES TO LAY DOWN RAILS IN PUBLIC STREETS AND BUILD OUT WHARVES IN CERTAIN CASES.

17. CoPsIS OF MEMORANDUM AND ARTICLES TO BE GIVEN TO MEMBERS.

18. RESTRICTION ON REGISTRATION OF COMPANIES BY CERTAIN NAMES.

    PART II.

    DISTRIBUTION OF CAPITAL AND LIABILITY OF MEMBERS.

    Distribution of Capital.

19. SHARE OR INTEREST IN COMPANY TO BE PERSONALTY.

20. DEFINITION OF MEMBER.

21. TRANSFER BY PERSONAL REPRESENTATIVE.

22. REGISTER OF MEMBERS.

23. ANNUAL LIST OF MEMBERS AND RETURN OF CAPITAL, SHARES, CALLS, ETC.

24. PENAErWY ON COMPANY NOT MAKING RETURN.

25. CERTIFICATE OF SHARES OR STOCK.

26. INSPECTION OF REGISTER.

27. NOTICE OF INCREASE OF CAPITAL AND OF MEMBERS TO BE GIVEN TO REGISTRAR GENERAL.

28. REMEDY FOR IMPROPER ENTRY OR OMISSION OF ENTRY IN REGISTER.

    [CH.184. 2123SECTION.

29. NOTICE TO REGISTRAR OF RECTIFICATION OF REGISTER.

30. REGISTER TO BE EVIDENCE.

    Liability of Members.

31. LIABILITY OF PRESENT AND PAST MEMBERS OF COMPANY.

    PART III.

    MANAGEMENT AND ADMINISTRATION OF COMPANIES.

    Provisions for Protection of Creditors.

32. REGISTERED OFFICE OF COMPANY.

33. NOTICE OF SITUATION OF REGISTERED OFFICE.

34. PUBLICATION OF NAME BY A LIMITED COMPANY.

35. PENALTIES ON NoN-PUBLICATION OF NAME.

36. REGISTER OF MORTGAGES.

37. LIST OF DIRECTORS TO BE SENT TO REGISTRAR.

38. PENALTY ON COMPANY NOT KEEPING REGISTER OF DIRECTORS.

39. PROMISSORY NOTES AND BILLS OF EXCHANGE.

40. PENALTY FOR CARRYING ON BUSINESS WITH LESS THAN A CERTAIN NUMBER OF MEMBERS.

    Provisions for Protection of Members.

41. GENERAL MEETING OF COMPANY.

42. POWER TO ALTER REGULATIONS BY SPECIAL RESOLUTION.

43. DEFINITION OF SPECIAL RESOLUTION.

44. PROVISION WHERE NO REGULATIONS AS TO MEETINGS.

45. REGISTRY OF SPECIAL RESOLUTIONS.

46. COPIES OF SPECIAL RESOLUTION.

47. ExEcUTION OF DEEDS ABROAD.

    Notices.

48. RETURNS, ETC., TO REGISTRAR GENERAL.

49. SERVICE OF NOTICES ON COMPANY.

50. RULES AS TO NOTICES BY LETTER.

51. AUTHENTICATION OF SUMMONS, NOTICE OR PROCEEDING BY COMPANY.

    Legal Proceedings.

52. MODE OF RECOVERING PENALTIES.

53. EVIDENCE OF PROCEEDINGS OF MEETINGS, ETC.

54. SECURITY FOR COSTS IN ACTIONS BROUGHT BY LIMITED COMPANIES.

55. DECLARATION IN ACTION AGAINST MEMBERS.

56. POWER FOR COMPANIES TO REFER MATTERS TO ARBITRATION.

    Unlimited Liability of Directors.

57. WHEN A COMPANY MAY BE UNLIMITED.

58. UNLIMITED LIABILITY OF DIRECTOR.

    Associations not for Profit.

59. CIRCUMSTANCES UNDER WHICH TE GOVERNOR MAY LICENSE A COMPANY TO BE REGISTERED WITHoUT 'LIMITED' TO ITS NAME.

    Contracts.

60. How CONTRACTS MAY BE MADE.

61. PART OF IMPERIAL ACT 25 AND 26 VICT., C. 89 EXTENDED TO THE COLONY.

    SECTION.

    PART IV.

    of The Act of the Parliament of the United Kingdom of Great Britain and Ireland Twentyfifth and Twenty-sixth Victoria, Chapter Eighty-nine.

    PART IV.

    WINDING UP OF COMPANIES.

    Preliminary.

74. MEANING OF CONTRIBUTORY.

75. NATURE OF LIABILITY OF CONTRIBUTORY.

76. CONTRIBUTORiES IN CASE OF DEATH.

77. CONTRIBUTORIS IN CASE OF BANKRUPTCY.

78. CONTRIBUrORIES IN CASE OF MARRIAGE.

    Winding up by Court.

79. CIRCUMSTANCES UNDER WHICH COMPANY MAY BE WOUND UP BY COURT.

80. COMPANY WHEN DEEMED UNABLE TO PAY ITS DEBTS.

81. DEFINITION OF 'COURT'.

82. APPLICATION FOR WINDING UP TO BE MADE BY PETITION.

83. POWER OF COURT.

84. COMMENCEMENT OF WINDING UP.

85. COURT MAY GRANT INJUCTION.

86. COURSE TO BE PURSUED BY COURT ON HEARING PETITION.

87. ACTIONS AND SUITS TO BE STAYED AFTER ORDER FOR WINDING UP.

88. COPY OF ORDER TO BE FORWARDED TO REGISTRAR.

89. POWER OF COURT TO STAY PROCEEDINGS.

90. EFFECT OF ORDER ON SHARE CAPITAL OF COMPANY LIMITED BY GUARANTEE.

91. COURT MAY HAVE REGARD TO WISHES OF CREDITORS OR CONTRIBUTORIES.

    Official Liquidators.

92. APPOINTMENT OF OFFICIAL LIQUIDATOR.

93. RESIGNATIONS, REMOVALS, FILLING UP VACANCIES AND COMPENSATION.

94. STYLE AND DUTIES OF OFFICIAL LIQUIDATOR.

95. POWERS OF OFFICIAL LIQUIDATOR.

96. DISCRETION OF OFFICIAL LIQUIDATOR.

97. APPOINTMENT OF SOLICITOR TO OFFICIAL LIQUIDATOR.

    Ordinary Powers of Court.

98. COLLECTION AND APPLICATION OF ASSETS.

99. PROVISION AS TO REPRESENTATIVE CONTRIBUTORIES.

100. POWER OF COURT TO REQUIRE DELIVERY OF PROPERTY.

101. PowER OF COURT TO ORDER PAYMENT OF DEBTS BY CONTRIBUTORY.

102. POWER OF COURT TO MAKE CALLS.

103. POWER OF COURT TO ORDER PAYMENT INTO BANK.

104. REGULATION OF ACCOUNT WITH COURT.

105. PROVISION IN CASE OF REPRESENTATIVE CONTRIBUTORY NOT PAYING MONIES ORDERED.

106. ORDER CONCLUSrVE EVIDENCE.

107. COURT MAY EXCLUDE CREDITORS NOT PROVING IN CERTAIN TIME.

     * * * * *a * 109. COURT TO ADJuST RIGHTS OF CONTRIBUTORIES.

110. COURT TO ORDER COSTS.

111. DISSOLUTION OF COMPANY.

     SECTION.

112. REGISTRAR TO MAKE MINUTE OF DISSOLUTION.

113. PENALTY ON NOT REPORTING DIssoLuTloN OF COMPANY.

     Extraordinary Powers of Court.

115. POWER OF COURT To SUMMON PERSONS BEFORE Ir SUSPECTED OF HAVING PROPERTY OF COMPANY.

117. EXAMINATION OF PARTIES BY COURT.

118. POWER To ARREST CONTRIBUTORY ABOUT To ABSCOND, OR To REMOVE OR CONCEAL ANY OF HIS PROPERTY.

119. POWERS OF COtURT CUMULATIVE.

120. POWER To ENFORCE ORDERS.

     Voluntary Winding up of Company.

129. CIRCUMSTANCES UNDER WHICH COMPANY MAY BE WOUND UP VOLUNTARILY.

130. COMMENCEMENT OF VOLUNTARY WINDING UP.

131. EFFECT OF VOLUNTARY WINDING up ON STATUS OF COMPANY.

132. NOTICE OF RESOLUTION TO WIND UP VOLUNTARILY.

133. CONSEQUENCES OF VOLUNTARY WINDING UP.

134. EFFECT OF WINDING UP ON SHARE CAPITAL OF COMPANY LIMITED BY GUARANTEE.

135. POWER OF COMPANY To DELEGATE AUTHORITY To APPOINT LIQUIDATORS.

136. ARRANGEMENT WHEN BINDING ON CREDITORS.

137. POWER OF CREDITOR OF CONTRIBUTORY To APPEAL.

138. POWER FOR LIQUIDATORS OR CONTRIBUTORIES IN VOLUNTARY WINDING up TO APPLY TO COURT.

139. POWER OF LIQUIDATORS TO CALL GENERAL MEETING.

140. POWER To FILL up VACANCY IN LIQUIDATORS.

141. POWER OF COURT To APPOINT LIQUIDATORS.

142. LIQUIDATORS ON CONCLUSION OF WINDING -up To MARE up AN ACCOUNT.

143. LIQUIDATORS To REPORT MEETING To REGISTRAR.

144. COSTS OF VOLUNTARY LIQUIDATION.

145. SAVING OF RIGHTS OF CREDITORS.

146. POWER OF COURT To ADOPT PROCEEDINGS OF VOLUNTARY WINDING Up.

     Winding UP Subject to the Supervision of the Court.

147. POWER OF COURT, ON APPLICATION, To DIRECT WINDING up SUBJECT TO SUPERVISION.

148. PETITION FOR WINDING UP SUBJECT TO SUPERVISION.

149. COURT MAY HAVE REGARD To WISHES OF CREDITORS.

150. POWER TO COURT To APPOINT ADDITIONAL LIQUIDATORS IN WINDING up SUBJECT To SUPERVISION.

151. EFFECT OF ORDER oF COURT FOR WINDING up SUBJECT To SUPERVISION.

152. APPOINTMENT IN CERTAIN CASES OF VOLUNTARY LIQUIDATORS To OFFICE OF OFFICIAL LIQUIDATORS.

     Supplemental Provisions.

153. DISPOSITIONS AFTER THE COMMENCEmENT OF THE WINDING up AVOIDED.

154. THE BOOKS OF THE COMPANY To BE EVIDENCE.

155. AS To DISPOSAL OF BOOKS, ACCOUNTS, AND DOCUMENTS OF THE COMPANY.

156. INSPECTION OF BOOKS.

157. POWER OF ASSIGNEE To SUE.

158. DEBTS OF ALL DESCRIPTIONS TO 1ER PROVED.

     SECTION.

159. PREFERENTIAL PAYMENTS.

160. GENERAL SCHEME OF LIQUIDATION MAY BE SANCTIONED.

161. POwER TO COMPROMISE.

162. POWER FOR LIQUIDATORS TO ACCEPT SHARES, ETC., AS A CONSIDERATION FOR SALE OF PROPERTY OF COMPANY.

163. MODE OF DETERMINING PRICE.

164. CERTAIN ATTACHMENTS AND EXECUTIONS TO BE VOID.

     f'65. FRAUDULENT PREFERENCE.

166. POWER OF COURT TO ASSESS DAMAGES AGAINST DELINQUENT DIRECTORS AND OFFICERS.

167. PENALTY ON FALSIFICATION OF BOOKS.

168. PROSECUTION OF DELINQUENT DIRECTORS IN THE CASE OF WINDING UP BY COURT.

169. PROSECUTION OF DELINQUENT DIRECTORS, ETC., IN CASE OF VOLUNITARY WINDING UP.

170. PENALTY OF PERJURY.

171. POWER TO MAKE RULES.

     CHAPTER 184

     COMPANIES. o1868.

     29 of 1936.

     36 of 1939.

     AN ACT FOR THE INCORPORATION, REGULATION AND 23 of 1944.

     WINDING UP OF TRADING COMPANIES AND OTHER 51 f 195.

     ASSOCIATIONS. 31 of 1956.

     1 of 1957.

     8 of 1962.

     [27th March 1866.] 46 of 1964.

     18 of 1965.

1. This Act may be cited as The Companies Short title.

   Act.

   PART I.

   CONSTITUTION AND INCORPORATION OF COMPANIES.

   Memorandum of Association.

2. Any five or more persons associated for any Mode of lawful purpose,may, by subscribing their names to a company.

   memorandum of association, and otherwise complying with the requisitions of this Act in respect of registration, form an incorporated company, with or without limited liability.

3. The liability of the members of a company Mode of formed under this Act may, according to the memo- iiof randum of association, be limited either to the amount, members.

   if any, unpaid on the shares respectively held by them, or to such amount as the members may respectively undertake by the memorandum of association to contribute to the assets of the company in the event of its being wound up.

4. Where a company is formed on the principle of Memorandum of association having the liability of its members limited to the of a company amount unpaid on their shares, hereinafter referred to limited by as a company limited by shares, the memorandum of shares.

   association shall contain the following things (that is to say):(a) the name of the proposed company, with the addition of the word 'Limited' as the last word in such name;

   (b) the part of the Colony in which the registered -office of the company is proposed to be situate;

   (c) the objects for which the proposed company is to be established;

   (d) a declaration that the liability of the members is limited;

   (e) the amount of capital with which the company proposes to be registered, divided into shares of a certain fixed amount, to be also therein specified.

   Subject to the...