Minute to form part of
Memoran- dum.
8 Edw. 7 e.
69 s. 52.
Liability of members in respect of retuesd shares. Ib. s. 53.
T'enalty on
of name of creditor.
J. s. 54.
92
(3) Notice of the registration shall he published in such manner as the court may direct,
(4) The registrar shall certify under his haud the regis tration of the order and winute, and his certfiente shall be conclusive evidence that all the requirements of this Or- dinance with respect to reduction of share capital have been complied with, and that the share capital of the company is such as is stated in the minute.
53.-) The minute when registered shall be deemed to be substituted for the corresponding part of the memor andum of the company, and shall be valid and alterabde us if it had been originally contained therein and must he embodied in every copy of the memorandum issned after its registration.
(2) If a company makes default in complying with the requirements of this section it shall be liable to a fine not exceeding ten dollars for each copy in respect of which default is made, and every director and manager of the company who knowingly and wilfully authorises or permits the default shall be liable to the like penalty.
54. A member of the company, past or present, shall not be liable in respect of any share to any call or contri- bution exceeding in amount the difference (if any) between the mount paid, or (as the case may be) the reduced amonat, if any, which is to be deemed to have been paid, on the share and the amount of the share as fixed by the mi
nute:
Provided that if any reditor, entitled in respect of any debt or claim to object to the reduction of share capital, is, by reason of bie ignorance of the proceedings for reductios, or of their nature and effect with respect to his claim, not entered on the list of creditors, and, after the reduction, the company is unable, within the meaning of the provisions of this Ordinance with respect to winding up by the court, to pay the amount of his debt or claim, then-
() every person who was a member of the company at the date of the registration of the order for reduction and minnie, shall be liable to contri- hune for the payurent of that debt or claim an amount not exceeding the amount which he would have been liable to contribute if the cou- pany had commenced to be wonud up on the day before that registration; and
(2) if the
company is wound up, the court, on the application of any such creditor, atl proof of his ignorance as aforesaid may, if it thinks tit, settle accordingly a list of persous so liable to contribute, and make and enforce calis and orders on the contributories settled on the list as if they were ordinary contributories in a winding up.
Nothing in this section shall affect the rights of the contributories among themselves.
55. If any directer, manager, or officer of the company concealment wilfully conceals the name of any creditor entitled to object to the reduction, or wilfully misrepresents the unfare or amount of the debt or claim of any creditor, or if any director or manager of the company aids or abcis in or is privy to any such concealment or misrepresentation as aforesaid every such director, manager, or officer shall be guilty of a misdemeanor.
Publication.
of reasons for
reduction.
Ib. s. 55.
56. In any case of reduction of share capital, the court may require the company to publish us the court directs
the reasons for reduction, or such other information in regard thereto as the court may think expedient with a view to give proper information to the public, und, if the court thinks tit, the causes which led to the reduction.
23
company
57. A company limited by guarantee and registered on Increase and or after the date of the coming into operation of this Or- restuction of dinance, may, if it has a share capital, dial is so authorised share capital by its articles, increase or reduce its share capital in the in case of a same manner and subject to the same conditions in and Bmited by subject to which a equipany limited by shares may increase gaurantee or reduce its share capital under the provisions of this having a Ordinance.
share capital. 8 Edw. 7 c. 69 s. 56.
Registration of Unlimited Company es Limited, 8.(1) Subject to the provisions of this section, any Registration company registered as unlimited may register under this of unlimited Ordince as limited, or any company alrendy registered as many s a lhoited company, may re-register under this Ordinance, 17, 57.
limited. but the registration of an unlimited company as a limited company shall not affect any debts, liabilities, obligations,
or contracts incurred or cutered into by, to, with, or ou behalf of the company before the registration, and those debts, fiabilities, obligations, and contracts may be enforced in mer provided by Part VII of this Ordinance in the case of a company registered in pursuance of that Part.
(2) On registration in pursnaure of this section the re- gistrar shall close the former registration of the company, and may dispeuse with the delivery to him of copies of any docments with copies of which he was furnished on the occasion of the original registration of the company, but, save as aforesaid, the registration shall take place in the same mamer and shall have effect as if it were the first registration of the company under this Ordinance, and as if the provisions of the Ordinauce or Ordinances under which The company was previously registered and regulated bad been contained in different Ordinances from those under which the company is registered as a limited company,
59. Au malimited company having a share capital may, Power of by its resolution for registration as a limited company in unlimited pursuance of this Act, do either or both of the following company to things, namely:-
provide for reserve share
() Inereuse the nominal amount of its share capital capital re by increasing the nominal amount of each of registration.
its shares, but subject to the condition that no Ib. s. 58.
part of the increased capital shall be capable of being called up except in the event and for the purposes of the company being wound up
(b) Provide that a specified portion of its treailed share capital shall not be capable of being called up except in the event and for the parposes of the company being wound up.
Reserre Liability of Limited Company,
60. A liunited company may by special resolution deter- Reserve mine that any portion of its share capital which has not lability been already cailed up shall not be capable of Leing called of limited ap, except in the event and for the purposes of the company 16.50. being wound up, and thereupon that portion of its stare capital shall not be capable of being called up except in
the event and for the purposes aforesaid.
Unlimited Liability of Directors.
company.
81-(1) h a limited company the liability of the Limited directors or managers, or of the managing directer, may, if company so provided by the memorandum, be unlimited,
uny have
directors
(2) In a limited company in which the liability of a with director or manger is unlimited, the directors or managers animited
Hability. of the company (if any), and the member who proposes a 16. s. 60. person for election or appointment to the office of director
or manager, shall add to that proposal a statement that the hability of the person holding that office will be unlimited, and the promoters, directors, managers, and secretary (if any) of the company, or one of them, shall, before the person accepts the office or acts therein, give him notice in writing that his liability will be unlimited.
(3) If any director, mannger, or proposer makes default in adding such a statement, or if any promoter director, manager, or secretary makes default in giving such a notice, he shail le liable to a time not exceeding one thousand
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