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(6) This section, except subsection (3) thereof, shall not apply to any allotment of slures subsequent to the first allotment of shares offered to the public for subscription.
(7) In the case of the first allotment of share capital payable in cash of a company which does not issue any in- vitation to the public to subseribe for its shares, no allotment shall be made unless the minimun subscription (that is to say):
(a) the amount (f any) dxed by the memorandum or articles and named in the statement in lien of prospectus as the minimum subscription upon which the diremon may proceed to allotment :
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(b) if no amount is so fixed and mamed, then the whole amount of the share capital other than that issued or agreed to be issued as fully or partly paid up otherwise thau in cash,
has been subscribed and an amount not less than five per cent, of the nominal amount of each share payable in cash has been paid to and received by the company.
This subsection shall not apply to a private company or to a company which has allotted any shares or debentures before the date of the coming into operation of this Or- dinauce.
Ib. s. 86.
88.--(1) Au allotment made by a company to an ap- Effect of plicant in contravention of the provisions of the last irregular foregoing section shall be voidable at the instance of the allotment. applicant within one month after the holding of the statu- tory meeting of the company and not later, and shall be so voidable notwithstanding that the company is in course of being wound up.
(2) If any director of a company knowingly contravenes or permits or authorises the coutravention of any of the provisions of the last foregoing section with respect to allot- ment he shall be liable to compensate the company and the allottee respectively for any loss, damages, or costs which the company or the allottee may have sustained or incurred thereby Provided thatp roceedings to recover any such loss, damages, or costs shall not be commenced after the expira- tion of two years from the date of the allotment.
:
89.-(1) A company shall not commence any business Restrictions or exercise any borrowing powers unless-
on com- mencement
(a) shares held subject to the payment of the whole of business. amount thereof in cash have been allotted to 8 Edw. 7 c. an amount not less in the whole than the mini- 69 s. 87. mam subscription; and
(b) every director of the company has paid to the company on each of the shares taken or con- tracted to be taken by him, and for which he is liable to pay in cash, a proportion equal to the prosportion payable on application and allotment on the shares offered for public subscription, or in the case of a company which does not issue a propectus inviting the public to sub- scribe for its shares, on the shares payable in cash; and
(c) there has been filed with the registrar of com- panies a statutory declaration by the secretary or one of the directors, in the prescribed form, that the aforesaid conditions have been com- plied with; and
(d) in the case of a company which does not issue a prospectus inviting the public to subscribe for its shares, there has been filed with the registrar of companies a statement in lieu of prospectus.
(2) The registrar of companies shall, on the filing of is this statutory declaration, certify that the company entitled to commence business, and that certificate shall be conclusive evidence that the company is so entitled: