Registration of articles.
8 Edw, 7 c. #19 s. 10.
Application of Table A. 7. s. 11.
Form. stamp, and signature of
articles.
b. s. 12.
458
Provided that the court may, in the case of any person or class, for special reasons, dispense with the notice re- quired by this section.
(4) The court may make an order confirming the altera- tion either wholly or in part, and on such terms and conditions as it thinks fit, and may make such order as to costs as it thinks proper.
(5) The court shall, in exercising its discretion under this section, have regard to the rights and interests of the members of the company or of any class of them, as well as to the rights and interests of the creditors, and may, if thinks fit, adjourn the proceedings in order that an arrange- ment may be made to the satisfaction of the court for the purchase of the interests of dissentient members; and may give such directions and make such orders as it may think expedient for facilitating or carrying into effect any such arrangement : Provided that no part of the capital of the company may be expended in any such purchase.
(6) An office copy of the order confirming the alteration, together with a printed copy of the memorandum as altered, shall, within twenty-eight days from the date of the order, be delivered by the company to the registrar of companies, and he shall register the same, and shall certify the registration under his hand, and the certificate shall be conclusive evidence that all the requirements of this Ordin- nee with respect to the alteration and the confirmation thereof have been complied with, and thenceforth the memorandum so altered shall be the memorandum of the company,
The court may by order at any time extend the time for the delivery of documents to the registrar under this section for such period as the court may think proper.
(7) If a company makes default in delivering to the registrar of companies any document required by this section to be delivered to him, the company shall be liable to a fine not exceeding one hundred dollars for every day during which it is in default.
Articles of Association.
11.--(1) There may, in the case of a company limited by shares, and there shall in the case of a company limited by guarantee or unlimited, be registered with the memoran- dum articles of association signed by the subscribers to the memorandum and prescibing regulations for the company.
(2) Articles of association may adopt all or any of the regulations contained in Table A in the First Schedule to this Ordinance.
(3) In the case of an unlimited company or a company limited by guarantee the articles, if the company has a share capital, must state the amount of share capital with which the company proposes to be registered.
(4) In the case of an unlimited company or a company limited by guarantee, if the company has not a share capital, the articles must state the number of members with which the company proposes to be registered, for the purpose of enabling the registrar to determine the fees payable on registration.
12. In the case of a company limited by shares aud registered after the commencement of this Ordinance, if articles are not registered, or, if articles are registered, in so far as the articles do not exclude or modify the regula- tions in Table A in the First Schedule to this Ordinance, those regulations shall, so far as applicable, be the regula- tions of the company in the same manner and to the same extent as if they were contained in duly registered articles.
13. Articles amist→
(a) be printed ;
(b) be divided into paragraphs mumbered consecu-
tively:
(c) hear the same stamp as if they were contained
in a deed
and
(d) be signed by each subscriber of the memorandum of association in the presence of at least one witness who must attest the signature.
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