Abbildungen der Seite


tificate to be Evidence.

Share Cer

of such Share to be delivered to such Shareholder; and such Certificate shall have the Common Seal of the Company affixed thereto; and such Certificate shall specify the Share in the Undertaking to which such

Shareholder is entitled; and the same may be according Form (A.) to the Form in the Schedule (A.)* to this Act annexed,

or to the like Effect; and for such Certificate, the Company may demand any Sum not exceeding the prescribed Amount, or if no Amount be prescribed, then a Sum

not exceeding Two Shillings and Sixpence. Share Cer- 12. The said Certificate shall be admitted in all

be Courts as primâ facie Evidence of the Title of such

Shareholder, his Executors, Administrators, Successors, or Assigns, to the Share therein specified; nevertheless, the Want of such Certificate shall not prevent the Holder of any Share from disposing thereof.

13. If any such Certificate be worn out or damaged, ciutades, may then, upon the same being produced at some Meeting

: of the Directors, such Directors may order the same to be cancelled, and thereupon another similar Certificate shall be given to the Party in whom the Property of

such Certificate, and of the Share therein mentioned, and Certifi- shall be at the Time vested; or if such Certificate be

"I lost or destroyed, then, upon Proof thereof to the Satis

faction of the Directors, a similar Certificate shall be

given to the Party entitled to the Certificate so lost or now Certifi- destroyed: and in either Case a due Entry of the subcatus to be stituted Certificate shall be made by the Secretary in register. the Register of Shareholders®: and for every such CertiFee for new ficate so given or exchanged, the Company may demand

any Sum not exceeding the prescribed Amount, or if no Amount be prescribed, then a Sum not exceeding Two Shillings and Sixpence.

* Form of Share Certificate, Schedule A, p. 117; and see note b on $ 6, (p. 62.) ** Share Certificate, under & 11. • See $ 14 et seq., as to transfer of shares. a See note , on § 10, (p. 63.)

out, &c., may be cancelled and renewed:

cates lost or destroyed

entered in


Certificates. * 28, 6d.


may Transfer

And with respect to the Transfer or Transmission of Transfer of Shares", be it enacted as follows:

14. Subject to the Regulations herein or in the spe- Shareholders cial Act contained, every Shareholder may sell and Share transfer all or any of his Shares in the Undertaking, or Stock; all or any part of his Interest in the Capital Stock of the Company, in case such Shares shall, under the Provisions herein-after contained“, be consolidated into Capital Stock; and every such Transfer shall be by Deed by Deed duly stamped', in which the Consideration shall be truly donatinada stated; and such Deed may be according to the Form stamped ; in the Schedule (B.) to this Act annexedo, or to the Forin B. like Effect.

15. The said Deed of Transfer (when duly executed) Transfers of shall be delivered to the Secretaryd, and be kept by delivered to him; and the Secretaryd shall enter a Memorial thereof Officer in a Book to be called the “ Register of Transferse," and registered, shall endorse such Entry on the Deed of Transfer, and shall, on Demand, deliver a new Certificate to the Purchasers; and for every such Entry, together with such Endorsement and Certificate, the Company may Fee, 2s. 6d. demand any Sum not exceeding the prescribed Amount, or if no Amount be prescribed, then a Sum not exceeding Two Shillings and Sixpence: and on the Request of the Purchaser of any Share an Endorsement of such Transfer shall be made on the Certificate of such Share, instead of a new Certificate being granteds; and such Endorsement being signed by the Secretary”, shall be considered in every respect the same as a new Certi

Shares to be

and kept and


.* As to conversion of paid up shares into Stock, and Transfer thereof, see 61, 62 et seq.

For scale of stamp duties under act regulating stamps on transfers of shares, see Introduction.

Form of Deed of Transfer of Shares or Stock, Schedule B, p. 117.

Or Clerk; $ 3. See note on $ 10, in p. 63. . For a Form for “ Register of Transfers," see Appendix.

'For a form of certificate of Registry of a transfer, where a new share certificate ( 11 ) is not issued, see Appendix.

fer Deed

Vendor to be

Owner of the Shares.

to be made

are due

Books may

Until Trans- ficate: and until such Transfer has been so delivered to delivered to the Secretary as aforesaid, the Vendor of the Share Company. - shall continue liable to the Company for any Calls that considered as may be made upon such Share, and the Purchaser of

the Share, shall not be entitled to receive any Share of the Profits of the Undertaking, or to vote in respect of

such Share. Transfer not 16. No Shareholder shall be entitled to transfer any while Calls Share, after any Call shall have been made in respect

thereof, until he shall have paid such Call, nor until he shall have paid all Calls for the Time being due on every

Share held by him. Transfer 17. It shall be lawful for the Directors to close the be closed Register of Transfers for the prescribed Period, or if no

Period be prescribed, then for a Period not exceeding
Fourteen Days previous to each Ordinary Meeting ;

and they may fix a Day for the closing of the same, of and notice to which Ševen Days Notice shall be given by Advertise

ment in some Newspaper as after mentioned"; and any Transfer made during the Time when the Transfer Books are so closed shall, as between the Company and the Party claiming under the same, but not otherwise, be considered as made subsequently to such Ordinary

Meeting. Transmission 18. If the Interest in any Share have become transotherwise mitted in consequence of the Death or Bankruptcy or Transfer, to Insolvency of any Shareholder, or in consequence of the be authen-, Marriage of a Female Shareholder, or by any other Declaration lawful Means than by a Transfer according to the Pro

before ordinary meetings;

be given,

of Shares

than by

* Or Clerk; $ 3. See note on 10, in p. 63.
o As to right of voting at general meetings of Shareholders, see $75 et seq.

• Under $ 66, the ordinary meetings are to be held half-yearly, in February and August, unless other periods be prescribed by the special act of the Company: and under $ 71, fourteen days' notice of the same, at least, is to be given. Under the present section, the Transfer Books are to be closed for fourteen days before the ordinary meetings; and seven days notice of such closing is to be given. Twenty-one days notice, at least, must therefore be given before each ordinary meeting.

d See $ 71; and $ 138, as to newspaper in which notice is to be advertised, (VI. 71, 138.)

[ocr errors]

to be left



visions of this or the special Act, such Transmission before a shall be authenticated by a Declaration in Writing as & herein-after mentioned, or in such other Manner as the Directors shall require; and every such Declaration shall state the Manner in which, and the Party to whom, such Share shall have been so transmitted, and shall be made and signed by some credible Person before a Justice, or before a Master or Master Extraordinary of the High Court of Chancery; and such Declaration shall be Declaration left with the Secretary, and thereupon he shall enter with the the Name of the Person entitled under such Transmis- Company for sion in the Register of Shareholders"; and for every such Entry the Company may demand any Sum not exceed - Fee, 5s. ing the prescribed Amount, and where no Amount shall be prescribed then not exceeding Five Shillings; and until such Transmission has been so authenticated, no Until so Person claiming by virtue of any such Transmission cated, transshall be entitled to receive any Share of the Profits of mission not the Undertaking, nor to vote in respect of any such to profits or Share as the Holder thereof.

19. If such Transmission be by virtue of the Marriage Proof of of a Female Shareholder, the said Declaration shall con- of Shares by tain a Copy of the Register of such Marriage, or other will, & Particulars of the Celebration thereof, and shall declare the Identity of the Wife with the Holder of such Share; and if such Transmission have taken place by virtue of any testamentary Instrument, or by Intestacy, the Probate of the Will or the Letters of Administration, or an official Extract therefrom, shall, together with such Declaration, be produced to the Secretaryo; and upon such Production in either of the Cases aforesaid, the Secretary shall make an Entry of the Declaration in the said Register of Transfers".

20. The Company shall not be bound to see to the Trustees : Execution of any Trust, whether express, implied or bound to




Company not

[ocr errors][ocr errors]
[ocr errors]

regard Trusts: Receipt of a

tered suf

constructive, to which any of the said Shares may be of a subject; and the Receipt of the Party in whose Name Party regis- any such Share shall stand in the Books of the Company, ficient. or if it stands in the Names of more Parties than One,

the Receipt of One of the Parties named in the Register of Shareholders, shall from Time to Time be a sufficient Discharge to the Company for any Dividend or other Sum of Money payable in respect of such Share, notwithstanding any Trusts to which such Share may then be subject, and whether or not the Company have had Notice of such Trusts; and the Company shall not be bound to see to the Application of the Money paid upon such Receipt.

Payment of

Share periode sentatives i bed, or sacled for

tions or Calls to be paid

for by the

Payment of And with respect to the Payment of Subscriptions and

the Means of enforcing the Payment of Calls, be it

enacted as follows: Subscrip- 21. The several Persons who have subscribed any

lle Money towards the Undertaking, or their legal Reprewhen called sentatives, respectively, shall pay the Sums respectively Company. so subscribed, or such Portions thereof as shall from

Time to Time be called for by the Company, at such Times and Places as shall be appointed by the Company; and with respect to the Provisions herein or in the special Act contained for enforcing the Payment of Calls, the Word “Shareholdere” shall extend to and include the legal personal Representatives of such Shareholder.

22. It shall be lawful for the Company from Time to make calls. Time to make such Calls of Money upon the respective

Shareholders, in respect of the Amount of Capital respectively subscribed or owing by them, as they shall think fit; provided that Twenty-one Days Notice at the least be given of each Call, and that no Call exceed the prescribed Amount, if any, and that successive Calls be

Power to

21 days Notice; Limitations.

* Definition of " Shareholder" for other purposes, in $ 3, (p. 61).

« ZurückWeiter »