Return as to
allotments.
8 Edw. 7 c. 69 s. 98.
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Provided that in the case of a company which does not issue a prospectus inviting the public to subscribo for its shares the registrar shall not give such certificate unless a statement in lieu of a prospectus has been filed with him.
(3) Any contract made by a company before the date at which it is entitled to commenco business shall be pro- visional only, and shall not be binding on the company until that date, and on that date it shall become binding.
(4) Nothing in this section shall prevent the simultaneous offer for subscription or allotment of any shares and de- bentures or the receipt of any money payable on application for debentures.
(5) If any company commences business or exercises horrowing powers in contravention of this section, every persou who is responsible for the contravention shafi, without prejudice to any other liability, be liable to a fine not exceeding five hundred dollars for every day during which the contravention continues.
(6) Nothing in this section shall apply to a privare company, or to a company registered before the date of the coming into operation of this Ordinance which does not issue a prospectus inviting the public to subscribe for its
shares.
90.-(1) Whenever a company limited by shares makes any allotment of its shares, the company shall within six weeks thereafter file with the registrar of companies~~
(a) a return of the allotments, stating the number and momiual amount of the shores comprised in in the allotment, the names, addresses, and descriptions of the allottees, and the amount (if any) paid or due and payable on each share;
and
() in the ease of shares allotted as fully or partly paid up otherwise than in cash, a contract in writing constitating the title of the allottee to sueb allotment together with any contract of aale, or for services or other consideration in respect of which such allotment was made, such contracts being duly stumped, and a return staring the number and nominal amount of shares so allotted, the extent to which they are to be treated as paid up, and the consideration for which they have been allotted.
(2) Where such a contract as above mentioned is not reduced to writing, the company shall within one mouth after the allotment file with the registrar of companies the prescribed particulars of the contract stamped with the same stamp duty as would have been payable if the contract had been reduced to writing, and those particulars shall be deemed to be an instrument within the meaning of the Stamp Ordinance, 1901, or any Ordinance amending the same and the registrar may, as a condition of filing the particulars, require that the duty payable thereon be ad- judicated under section 9 of that Ordinance.
(3) If default is made in complying with the requirements of this section, every director, manager, secretary, or other officer of the company, who is knowingly a party to the default, shall be liable to a fiue not exceeding five hundred dollars for every day during which the default coutiunes :
Provided that, in case of default in filing with the regis trar of companies within six weeks after the allotment any document required to be filed by this section, the company, or any person liable for the default, may apply to the court for relief, and the court, if satisfied that the omission to file the document was accidental or due to inadvertence or that it is just and equitable to grant relief, may make an order extending the time for the filing of the doeminent for such period us the court may think proper.
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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 subseribing or certain cons agreeing to subscribe, whether absolutely or conditionally,issions, and
prohibition for any shares in the company, or procuring or agreeing to of payment proeuro subscriptions, whether absolute or conditional, for of all other any shares in the company, if the payment of the counais- comads. sion is authorised by the articles, and the commission paid sions, dis- or agreed to be paid does not exceed the amount or rate so s Edw. 7 c. anthorised, and if the amount or rate per cent, of the com- 69 s. 89. mission paid or agreed to be paid is-
(e) In the eases 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, disclored in the statement in lieu of prospectus, or in a statement in the prescribed form signed in like manner as s statement in lieu of prospectus and filed with the registrar of companies, and, where a circular or notice, wot being a prospectus, inviting sub- seriptions for the shares is issued, also disclosed in that circular or notice,
(2) Save as aforesaid, no company shall apply any of its shares or capital mouny either directly or indirectly in payment of any commission, discount, or allowance, to my 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 purchase money of any property acquired by the company or to the contract price of any work to be executed for the company, or the money be paid our 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 vendar to, promoter of, or other person who receives payout in money or shares from, a company shall have and shall be deemed always to have had power to apply any part 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 mater this section,
counts, &e.
92. Where a company has paid any suns by way of Statement in commission in respect of any shares or debentures, or balance sheet allowed any sums by way of discount in respect of any as to com
missions an debentures, the total amount so paid or allowed, or so much discounts. thereof as has not been written off, shall be separutely stated 7b. s. 90, in every balance sheet of the company until the whole amount thereof has been written off.
Payment of Interest out of Capital.
93. Where any shares of a company are issued for the Power of purposef 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 plaut which cannot be made profitable for a lengthened in ecrtain period, the company may pay interest on so much of that cases. share capital as is for the time being paid up for the 74.91. period and subject to the conditions and restrictions in this section mentioned, and may charge the same to capital as part 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 sunetion 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 then as to the circumstances of the case. and may, before making the appointment, require the company to give security for payment of the costs of the inquiry:
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