228
229
for" "Act
do.
for "fifty pounds"
for " 28" for "time" for "30"
for "8" for "aet"
Cireum- atances in which com- pany ceases
to be, or to
enjoy
privileges of, a private company.
19 & 20 Geo. 5, c. 23,
5. 27. "Third Schedule."
Prohibition
of carrying
with fewer than seven or, in the case of a private
company,
10
(2) Where two or more persons hold one or more shares in a company jointly, they shall, for the pur- poses of this section, be treated as a single member.
29.—(1) If a company, being a private company, alters its articles in such manner that they no longer include the provisious which, under the last foregoing section of this Ordinance, are required to be included in the articles of a company in order to constitute it a private company, the company shall, as on the date of the alteration, cease to be a private company and shall, within a period of fourteen days after the said date, deliver to the registrar of companies for registra- tion a prospectus or a statement in lieu of prospectus in the form and containing the particulars set out in the Third Schedule to this Ordinance,
(2) If default is made in complying with sub-section (1) of this section, the company and every officer of the company who is in default shall be liable to a default fine of five hundred dollars.
(3) Where the articles of a company include the provisions aforesaid but default is made in complying with any of those provisions, the company shall cease to be entitled to the privileges and exemptions con- ferred on private companies under the provisions contained in section thirty, subsection (3) of section one hundred and ning, subsection (1) of section one hundred and twenty nine and paragraph (4) of section one hundred and sixty-three of this Ordinance, and thereupon the said provisions shall apply to the com- pany as if it were not a private company:
Provided that the court, on being satisfied that the failure to comply with the conditions was accidental or due to inadvertence or to some other sufficient cause, or that on other grounds it is just and equitable to grant relief, may, on the application of the company or any other person interested and on such terms and conditions as seem to the court just and expedient, order that the company be relieved from such con. sequences as aforesaid.
Reduction of Number of Members below Legal Minimum.
30. If at any time the number of members of a company is reduced, in the case of a private company,
on business below two, or, in the case of any other company, below seven, and it carries on business for more than six months while the number is so reduced, every person who is a member of the company luring the time that it so carries on business after those six months and is cognisant of the fuct that it is carrying on business with fewer than two members, or members, as the case may be, shall be severally liable for the payment of the whole debts of the com- pany contracted during that time, and may be severally sued therefor.
two
members.
19 & 20 Geo.
5, c. 23,
s. 28.
Form of
contracts.
19 & 20 Geo
5, c. 23,
8. 29.
Contracts, &c.
seven
31. (1) Contracts on behalf of a company may be made as follows:-
(a) A contract which if made between private persons would he by law required to be in writing, and if made according to English law to be under seal, may be made on behalf of the company in writing under the common. seal of the company:
(b) A contract which if made between private persons would be by law required to be in writing, signed by the parties to be charged therewith, may be made on behalf of the com- pany in writing signed by any person acting under its authority, express or implied:
11
(c) A contract which if made between private persons would by law be valid although made by parol only, and not reduced into writing, may be made by parol on behalf of the com- pany by any person acting under its authority, express or implied.
(2) A contract made according to this section shall he effectual in law, and shall bind the company and
its successors and all other parties thereto.
(3) A contract made according to this section may be varied or discharged in the same manner in which
it is authorised by this section to be made.
سے
Sub-section (4) relating to
Scotland omitted,
32. A bill of exchange or promissory note shall be Bills of deemed to have been made, accepted, or endorsed on exchange and behalf of a company if made, accepted, or endorsed in cotes.
promissory the name of, or by or on behalf or on account of, the 19 & 20 Geo. company by any person acting under its authority.
5, c. 23, s. 30.
abroad.
33.—(1) A company may, by writing under its Execution common seal, empower any person, either generally or of deeds in respect of any specified matters, as its attorney, to 19 & 20 Geo. execute deeds on its behalf in any place not situate in 5, c. 23, the Colony (or, in the case of a Ch'na company, not s. 31. situate within the limits of the China Orders in Council
(2) A deed signed by such an attorney on behalf of the company and under his seal shall bind the com- pany and have the same effect as if it were under its common seal,
seal for use
34. (1) A company whose objects require or com- Power for prise the transaction of business outside the Colony company to for in the case of a China company, outside the limits have official of the China Orders in Council), may, if authorised by abroad. its articles, have for use in any territory, district, or 19 & 20 Geo. place not situate in the Colony (or, in the case of a 5, c. 23, China company, not situate within the limits afore- s. 32. said), an official seal, which shall be a facsimile of the common seal of the company, with the addition on its face of the name of every territory, district, or place where it is to be used.
(2) 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.
(3) A company having an official seal for use in any such territory, district or place may, by writing under its common seal, authorise any person appointed for the purpose in that territory, district or place, to affix the official seal to any deed or other document to which the company is party in that territory, district or place.
(4) The authority of any such agent shall, as be- tween the company and any person dealing with the agent, continue 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 him.
(5) The person affixing any such official seal shall.
by writing under his hand, certify on the deed or other instrument, to which the seal is affixed, the date on which and the place at which it is affixed.
Authentication of Documents.
35. A document or proceeding requiring authenti- Authentica cation by a company may be signed by a director, tion of secretary, or other authorised officer of the company 19 & 20 Geo.
and need not be under its common seal.
documents.
5, c. 23,
3. 33.
for "United Kingdom"
for in foreign
"Countries"
for "United Kingdom"
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