36
-
Commissions and Discounts.
91.-(1) It shall be lawful for a company to pay a com- Power to pay mission to any person in consideration of his subscribing or certain com agreeing to subscribe, whether absolutely or conditionally, missions, and
prohibition for any shares in the company, or procuring or agreeing to of payment procure subscriptions, whether absolure or conditional, for of all other any shares in the company, if the payment of the commis- commis- sion is authorised by the articles, and the commission paid sione, dis or agreed to be paid does not exceed the amount or rate 80 a Edw. 7c. authorised, and if the amount or rate per cent, of the cor- 69 a. 99. missiou paid or agreed to be paid is-
(a) In the cases of shares offered to the public for
subscription, disclosed in the prospectus; or
(6) In the case of shares not offered to the public for subscription, disclosed in the statement in lieu of prospectus, or in a statement in the prescribed form sigued in like manner as a statement in lieu of prospectus and filed with the registrar of companies, and, where a circular or notice, not being a prospectus, inviting sub- scriptions for the shares is issued, also disclosed in that circular or notice.
(2) Savo as aforesaid, no company shall apply any of its shares or capital money either directly or indirectly in payment of any commission, disconní, or allowance, to any person in consideration of his subscribing or agreeing to Subscribe, whether absolutely or conditionally, for any shares of the company, or procuring or agreeing to procure subscriptions, whether absolute or conditional, for any shares in the company, whether the shares or money be so applied by being added to the purebase money of any property acquired by the company or to the contract price of any work to he executed for the company, or the money be paid out of the nominal purchase money or contract price, or otherwise.
(3) Nothing in this section shall affect the power of any company to pay such brokerage as it has heretofore been lawful for a company to pay, and a vendor to, promoter of, or other person who receives payment in money or shares from, a company shall have and shall be deemed always to have had power to apply any port of the money or shares so received in payment of any commission, the payment of which, if made directly by the company, would have been legal under this section.
conn's, &c.
92. Where a company has paid any sums by way of Statement in commission in respect of any shares or debentures, or balance abect allowed any suns by way of discount in respect of any as to com-
missions and debentures, total amonut so paid or allowed, or so discounts. specifically much theroof as has not been written off, shall be stated & Edw. 7 c
in every balance sheet of the company until the whole 6 s. 90. amount thereof has been written off.
the
Payment of Interest out of Capital.
98. Where any shares of a company are issued for the Power of purpose of raising money to defray the expenses of the con- company to pay interest struction of any works or buildings or the provision of any out of capital plant which cannot be made profitable for a lengthened in certain period, the company may pay interest on so much of that cases, share capital as is for the time being paid up for the 7, 8.91. period and subject to the renditions and restrictions in this section mentioned, and may charge the same to capital as purt of the cost of construction of the work or building, or the provision of plant:
Provided that-
(1) No such payment shall be made unless the same is authorised by the articles or by special resolution:
(2) No such payment. whether authorised by the articles or by special resolution, shall be made without the previous sanction of the court:
(3) Before sanctioning any such payment the court may, at the expense of the company, appoint a person to inquire and report to them as to the circumstances of the case, and may, before making the appointment, require the compray to give security for payment of the costs of the inquiry:
Limitation
of time for issue of cer- tificates.
b. 8. 92.
37
(4) The payment shall be made only for such period as may be determined by the court; and such period aball in vo case extend beyond the close of the half year next after the half year during which the works or buildings have been actually completed or the plaat provided:
(5) The rute of interest shall in no case exceed six per cent. per anunn or such lower rate ́as may for the time being be prescribed by the
court:
(6) The payment of the interest shall not operate as a reduction of the amount paid up on the shares in respect of which it is paid:
(7) The accounts of the company shall show the share capital on which, and the rate at which, interest has been paid out of capital during the period to which the accounts relate.
Certificates of Shares, ye.
04.-(1) Every company shall, within two months after the allotment of any of its shares, debentures, or debenture stock, and within two months after the registration of the transfer of any such shares, debentures, or debenture stock. complete and have ready for delivery the certificates of all shares, debentures, and the certificates of all debenture stock allotted or transferred, unless the couditions of issue of the shares, debentures, or debenture stock other- wise provide.
(2) If default is made in complying with the require- ments of this section, the company, and every director, manager, secretary, and other officer of the company who is knowingly a party to the default, shall be liable to a fine not exceeding fifty dollars for every day during which the default continues,
Information as to Mortgages, Charges, &c.
Registration 95.-(1) Every mortgage or charge created after the date of the
day of
19 by a company registered coming into
of mortgages [
and charges in the Colony and being either-
in Colony,
operation
(a) a mortgage or charge for the purpose of securing
any issue of debentures; or
of this Or. dinance
(b)
8 Edw. 7 c.
69 s. 93.
a mortgage or charge ou uncalled share capital
of the company; or
(c) a mortgage or charge created or evidenced by an instrument which, if executed by an indivi- dual, would require registration as a bill of sale; or
(d) a mortgage or charge on any land, wherever
situate, or any interest therein; or
(e) a mortgage or charge on any book debts of the
company; or
(S)
& floating charge on the undertaking or property of the company,
shall, so far as any security on the company's property or undertaking is thereby conferred, be void against the liquidator and any creditor of the company, unless the prescribed particulars of the mortgage or charge, together with the instrument (if any) by which the mortgage or charge is created or ovidenced, are delivered to or received by the registrar of companies for registration in manner required by this Ordinance within five weeks after the date of its creation but without prejudice to any contract or obligation for repayment of the money thereby secured, and when a mortgage or charge becomes void under this section the money secured thereby shall im- mediately become payable:
Provided that--
(i) In the case of a mortgage or charge created out of the Colony comprising solely property situate outside the Colony, the delivery to and the recoipt by the registrar of a copy of the in- strument by which the mortgage or charge is
319