Companies.
[CAP. 32
c. 23, s. 40.
tion, shall not allot any of its shares or debentures unless 19 & 20 Geo. 5, at least three days before the first allotment of either shares or debentures there has been delivered to the Registrar for registration a statement in lieu of prospectus, signed by every person who is named therein as a director or a proposed director of the company or by his agent authorized in writing, in the form and containing the particulars set out in the Fifth Schedule.
(2) This section shall not apply to a private company.
(3) If a company acts in contravention of this section, the company and every director of the company who knowingly authorizes or permits the contravention shall be liable to a fine of two thousand dollars.
Fifth Schedule.
[42 22 of 1950,
Schedule.
irregular
19 & 20 Geo. 5, c. 23, s. 41.
44. (1) An allotment made by a company to an applicant in contravention of the provisions of the two last foregoing sections, shall be voidable at the instance of the applicant within one month after the holding of the statutory meeting of the company and not later, or, in any case where the company is not required to hold a statutory meeting, or where the allotment is made after the holding of the statutory meeting, within one month after the date of the allotment, 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 authorizes the contravention of, any of the provisions of the said sections with respect to allotment, 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 that proceedings to recover any such loss, damages, or costs shall not be commenced after the expiration of two years from the date of the allotment.
[43
to
45. (1) Whenever a company limited by shares or a company limited by guarantee and having a share capital makes any allotment of its shares, the company shall within eight weeks thereafter deliver to the Registrar for registration-
(a) a return of the allotments stating the number and nominal amount of the shares comprised in the
39
19 & 20 Geo. 5, c. 23, s. 42.
7