Bills of ex- change and promissory
notes.
8 Edw. 7 c.
69 s. 77.
Execution
of deerts abroad.
Ib. 8. 78.
Power for company to bare official scal for use abroad. Ib. 8. 79.
Filing of prospectus. Jh, s. 80.
Specific re-
quirements as to par. ticulars of prospectus.
th. s. S.
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79. A bill of exchange or promissory note sball be deemed to have been made, accepted, or endorsed on behalf of a company if made, accepted, or endorsed in the name of, or by or on behalf or ou account of, the company by any person acting under its authority.
30. A company may, by writing under its common seal, empower any persou, either generally or in respect of any specified matters, as its attorney, to execute deeds on its behalf in any place not situato in the Colony; and every deed signed by such attorney, on behalf of the company, and under bis scal, shall bind the company, and have the same effect as if it were under its common seal.
81.-(1) A company whose objects require or comprise the transaction of business outside the Colony may. if authorised by its articles, have for use in any territory, district, or place not situate in the Colony, an official seal, which shall be a facsimile of the common seal of the com- pany, with the addition on its face of the name of every territory, district, or place where it is to be used.
(2) A company having such an official seal many, by writing under its common seal, authorise any person ap- pointed for the purpose in any territory, district, or place not situate in the Colony, to affix the same to any deed or other document to which the company is party in that territory, district, or place,
(3) The authority of any such agent shall, as between the company and any person dealing with the agent, con- tinue during the period, if any, mentioned in the instrument conferring the authority, or if no period is there mentioned, then until notice of the revocation or determination of the agent's authority has been given to the person dealing with bin.
(4) The person affixing any such official seal shall, by writing under his hand, on the deed or other document to which the seal is affixed, certify the date and place of affixing the same.
(5) A deed or other document to which an official seal is duly affixed shall bind the company as if it had been sealed with the common seal of the company,
Prospectus.
82.-(1) Every prospectus issued by or on behalf of a compaus or in relation to any intended company shall be dated, and that date shall, unless the contrary be proved, be taken as the date of publication of the prospectus.
(2) A copy of every such prospectus sigued by every person who is named therein as a director or proposed di- rector of the company, or by his agent authorised in writing, shall be filed for registration with the registrar of compa- uies on or before the date of its publication, and no such prospectus shall be issued until a copy thereof has been so filed for registration.
(3) The registrar shall not register any prospectus unless it is dated, and the copy thereof sigued, in manner te- quired by this section.
(4) Every prospectus shall state on the face of it that a copy has been filed for registration as required by this soc-
tion.
() If a prospectus is issued without a copy thereof being so filed, the company, and every person who is knowingly a party to the issue of the prospectus, shall be liable to a fine not exceeding fifty dollars for every day from the date of the issue of the prospectus until a copy theroof is so filed.
88.-(1) Every prospect as issued by or on behalf of a company, or by or on behalf of any person who is or has beon engaged or interested in the formation of the company,
must state--
(a) the contents of the memorandum, with the marves descriptions, and addresses of the signatories, and the number of shares subscribed for by them respectively; and the number of founders or management or deferred shares, if any, and the nature and extent of the interest of the bolders in the property and profits of the company; aud
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(b) the number of shares, if any, fixed by the articles as the qualification of a director, and wuy provision in the articles as to the remuneration of the directors; aud
(e) the names, descriptions, and addresses of the
directors er proposed directora; and
(d) the minionate subscription On which the directors may proceed to allotment, and the amount payable on application and allotment ou ench share; and in the ease of a second or enbsequent offer of shares, the anonat offered for subscription on each previous allotment made within the two proceding years, and the amount actually allotted, and the amount, if any, paid on the shares so allorted; aud ()the number and arvat of shares
debentures which within the two preceding years have been issued, or agreed to be issued, as fully or portly paid up otherwise than in rash, and in the latter case the extent to which they are so paid up, and in either case the consideration for which those shares or deben- tures have been issued or are proposed or in- tonded to be issued; and
and
(f) the names and addresses of the vendors of any property purchased or acquired by the company, or proposed so to be purchased or ac- quired, which is to be paid for wholly or partly out of the proceeds of the issue offered for subscription by the prospectas, or the purchase or acquisition of which has not been completed at the date of issue of the prospectus, and the amount payable in cash, shares, or debentures to the vendor, and where there is more than one separate vendor, or the company is a sub- purchaser, the amount s payable to each vendor: Provided that, where the vendors or any of them are a firm the inembers of the firm shall not be treated as separate vendors; and (g) the amount (if any) paid or payable as purchase money in easli, shares, or debentures, for any such property as aforesaid, specifying the amount (if any) payable for goodwill; and () the amount (if any) paid within the two preceding years, or payable, as commission for subscribing or agrading to subscribe, or pro- euring or agreeing to procure subscriptions, for any shares in, or debentures of, the company, or the rate of any such commnission: Provided that it shall not be necessary to state the commission payable to sub-underwriters ; and
() the amount or estimated amount of preliminary
expenses; and
() the amount paid within the two preceding years, or intended to be paid to any promoter, and the consideration for any such payment; Uuk
(A) the dares of and parties to every material con- tract, and a reasonable time and place at which any material contract or a copy thoreof amy be inspected: Provided that this requirement shall not apply to a contract entered into in the ordinary course of the business carried on or intended to be carried on by the company, or to any contract entered into more than two years before the date of publication of the prospectus;
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(1) the names and addresses of the auditors of
the company; and
(m) full particulars of the nature and extent of the interost (if any) of every director in the promo- tion of, or in the property proposed to be acquired by, the company, or, where the in- terest of such a director consists in being a part- ner in a firm, the nature and extout of the interest of the firm, with a statement of all sums paid or agreed to be paid to him or to the fir in cash or shares of otherwise by any persou
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