10
14. Subject to the provisions of this Ordinance and to Alteration of the conditious contulied in its memorandum, a company articles by may by special resolution alter or add to its articles and special reso any alteration or addition so made shall be as valid as if originally contained in the articles, and be subject iu like go s. 13. manner to alteration by special resolution.
General Provisions,
lution. 8 Edw. 7.
15.-(1) The memorandun and articles shall, when re- Effect of gistered, bind the company and the members thereof to the memoran- same extent as if they respectively had been signed and daw and
articles. sealed by each member, and contained covenants on the part 77, s. 14. of each member, his heirs, executors, and administrators, to ubserve all the provisions of the memorandum and of the articles, subject to the provisions of this Ordinance.
(2) All money payable by any member to the company under the memorandum or articles shall be a debt due from him to the company, and shall be of the nature of a specialty debt.
16. The menoraudum and the articles (if any) shall be Registration delivered to the registrar of companies, and he shall retain of memoran- and register them.
dum and articles.
Th. a. 16.
17.-(1) On the registration of the memorandum of a Effect of company the registrar shall certify muder his hand that the registration. company is incorporated, and in the case of a limited 18. s. 16. company that the company is limited.
(2) From the date of incorporation mentioned in the certificate of itcorporation, the subscribers of the memor- andum together with eveb other persons as may from time to time become members of the company, shall be a body corporate by the name contained in the mnemorandum, capable forthwith of exercising all the functions of an incorporated company, and having perpetual succession and a common seal, with power to hold lands, but with euch liability on the part of the members to contribute to the assets of the company in the event of its being wound up as is mentioned in this Ordinance.
18.(1) A certificate of incorporation given by the Conclusiv- register h respect of any association shall be conclusive nese of cee evidence that all the requirements of this Ordinance in tificate of corporatio respect of registration and of matters precedent and 76.5. 17. incidental thereto have been complied with, and that the association is a company authorised to be registered and duly registered under this Ordinance,
(2) A statutory declaration by a solicitor engaged in the formation of the company, or by a persou named in the articles as a director or secretary of the company, of compliance with all or any of the said requirements shall be preduced to the registrut, and the registrar may accept such a declaration as sufficient evidence of compliance.
19.-(1) Every company shall send to every member, Copies of at his request, and on payment of [fifty cents] or snch less memoran- sum as the company may prescribe, a copy of the memor andum and of the articles (if any).
(2) If a company makes default in complying with the requirements of this seertoo, it shall be liable for each offence to a fine not exceeding ten dollars.
Associations aut for Profit.
dum and
articles 10
be given to
ambers, . s. 18.
and other
20. A company formed for the purpose of promoting Restriction art, science, religion, charity, or any other like object, not on charitable involving the nequisition of gain by the company or by its companies individual members, shall not, without the licence of the houding land. Governor, hold more than two acres of land; but the Governor may by licence empower any such company to hold bonds in sach quamity, and subject to such conditions, as he may think fit.
19.
a pense with Limited " in name of
21.-(1) Where it is proved to the satisfaction of the Power to die- Governor that an association about to be formed as limited company is to be formed for promoting commerce, act, science, religion, charity, or any other useful object, charitable and intends to apply its profits (if any) or other income in aul other
companies.
8 Hdw. 7 c. 69 s. 20,
Provision as
limited by guarantee.
11-
promoting its objects, and to prohibit the payment of any dividend to its members, the Governor may hy liernce direef that the association be registered as a company with limited liability, without the addition of the word "Limited " to its name, and the association may be registered accord- ingly.
(2) A licence by the Governor under this section may be granted on such conditions and subject to such regulations as the Governor may think fit, and those conditions and regulations shall be binding on the association, and shall if the Governor so direct, he inserted in the memorandum and articles, or in one of those documents.
(3) The association shall on registration enjoy all the privileges of limited companies, and be subject to all their obligations, except those of using the word "Limited" as any part of its name, and of publishing its unme, and of sen:ling lists of members and directors and managers to the registrar of companies,
(4) A licence under this section may at any time be revoked by the Governor, and upon revocation the registrar shall enter the word Limited at the end of the name of the association upon the register, and the association shall cease to enjoy the exemptions and privileges granted by this section:
Provided that before a licence is so revoked the Governor shall give to the association notice in writing of his intention, and shall afford the association an opportunity of being heard in opposition to the revocation.
Companies limited by Guarantee. 22.-(1) In the case of a company limited by guarantee to companies and not having a share capital, and registered on or after the date of the coming into operation of this Ordinance, every provision in the memorandum or articles or in any resolution of the company purporting to give any person a right to participate in the divisible profits of the company otherwise than as a member shall be void.
Ib. s. 21.
Nature of shares.
Tb, s. 22.
shares or stock.
(2) For the purpose of the provisions of this Ordinance relating to the memorandum of a company limited by guarantee and of this section, every provision in the memorandum or articles, or in any resolution, of any company limited by guarantee and registered on or after the date of the coming into operation of this Ordinance, purporting to divide the undertaking of the company into shares or interests shall be treated as a provision for a share rapital, notwithstanding that the nominal amount or number of the shares or intereats is not specified thereby.
PART II.
DISTRIBUTION AND REDUCTION OF SHARE CAPITAL,
STRATION OF UNLIMITED COMPANY AS LIMITED, AND UNLIMITED
LIABILITY OF DIRECTORS. Distribution of Share Capital.
23-(1) The shares or other interest of any member in a company shall be personal estate, transferable in manner provided by the articles of the company, and shall not be
if the nature of real estate,
(2) Each share in a company having a share capital shall be distinguished by its appropriate number.
Certificate of 24. A certificate, under the common seal of the company, specifying any shares or stock held by any member, shall he prima facie evidence of the title of the member to the shares or stock.
17, x. 23.
Definition of mensber.
1. s. 24.
25.--(1) The subscribers of the memorandum of a com- pany shall be deemed to have agreed to become members of the company, and on its registration shall be entered as members in its register of members.
(2) Every other person who agrees to becoine a member
of a company, and whose name is entered in its register of members, shall be a member of the company.
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