Form (A.)

Fee.

Share Cer

Evidence.

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 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.

12. The said Certificate shall be admitted in all Late to be Courts as prima 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.

Share Certificates worn

and renewed:

and Certifi

cater to

destroyed

13. If any such Certificate be worn out or damaged, out, de, may then, upon the same being produced at some Meeting be cancelled, 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, shall be at the Time vested; or if such Certificate be lost or destroyed, then, upon Proof thereof to the Satisfaction of the Directors, a similar Certificate shall be given to the Party entitled to the Certificate so lost or destroyed: and in either Case a due Entry of the subcates to be stituted Certificate shall be made by the Secretary in 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.

new Certifi

entered in

register.

Certificates, 2s. 6d.

a Form of Share Certificate, Schedule A, p. 117; and see note b

(p. 62.)

Share Certificate, under § 11.

See § 14 et seq., as to transfer of shares.

d See note, on § 10, (p. 63.)

on § 6,

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

Shares.

may Transfer Shares or

14. Subject to the Regulations herein or in the spe- Shareholders cial Act contained, every Shareholder may sell and 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 deration and stated; and such Deed may be according to the Form stamped;" in the Schedule (B.) to this Act annexed, or to the Form B. like Effect.

stating consi

Shares to be

Officer,

and kept and

&c.

15. The said Deed of Transfer (when duly executed) Transfers of shall be delivered to the Secretary, and be kept by delivered to him; and the Secretaryd shall enter a Memorial thereof in a Book to be called the "Register of Transfers," and registered, shall endorse such Entry on the Deed of Transfer, and shall, on Demand, deliver a new Certificate to the Purchaser'; 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 granted; and such Endorsement being signed by the Secretary, shall be considered in every respect the same as a new Certi

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.

F

fer Deed

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

Vendor to be

Owner of the

Transfer not

to be made

are due.

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

Books may be closed before ordinary meet

ings;

17. It shall be lawful for the Directors to close the 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 Seven Days Notice shall be given by Advertisement 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.

be given.

Transmission

of Shares

otherwise than by

18. If the Interest in any Share have become transmitted 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

ticated by a

a Or Clerk; § 3. See note on § 10, in p. 63.

b 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.

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

Magistrate,

to be left

visions of this or the special Act, such Transmission before a shall be authenticated by a Declaration in Writing as &e; 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.

registry.

authenti

to give right

votes.

Transmission

Marriage,

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, &c. 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 Secretary; 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".

Company not

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

§14-17.

b Or Clerk; § 3: see note on § 10, p. 63. § 9. a § 15.

d

regard

Trusts:

constructive, to which any of the said Shares may be Receipt 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,

tered suf

ficient.

Payment of
Calls.

Subscriptions or Calls

to be paid when called

for by the Company.

Power to

Company to

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.

And with respect to the Payment of Subscriptions and the Means of enforcing the Payment of Calls, be it enacted as follows:

21. The several Persons who have subscribed any Money towards the Undertaking, or their legal Representatives, respectively, shall pay the Sums respectively 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 "Shareholder"" 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 21 days 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

Notice;

Limitations.

a Definition of "Shareholder" for other purposes, in § 3, (p. 61).