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(2) If default is made in compliance with this section,
the company shall be liable to a fine not exceeding fifty dollars for every day during which the default continuos ; and every director and manager] of the company who [ ] knowingly and wilfully authorises or permits the default shall be liable to the like penalty.
Duties of Directors as to Acconuts. 77.-(1) The directors shall cause true accounts to be kept-
Of the sums of money rereived and expended by the company and the matter in respect of which such receipt and expenditure takes place, and
Of the assets and liabilities of the company. (2) The books of account shall be kept at the registered office of the company, or at such other place or places as the directors think fit, and shall always be open to the inspection of the directors.
(3) The directors shatt from time to time determine whether und to what extent and at what times and places and under what conditions ar regulations the aerounts and books of the company or any of them shati be open to the inspection of members not bring directors, und no member (not being a director) shall have any right of inspecting my account or book or document of the company except as conferred by statute or anth rised by the directors or by the company in general meeting,
(4) Onre at least in every year the directors shall lay before the company in general meeting a profit and loss account for the period since the preceding account or (in the case of the first account) since the incorporation of the company, made up to a dote not more than six months before such meeting.
(6) 4 balance sheet shall be made ont is every year and laid before the company in general meeting made up to a date not more than six months before such meeting. The balance sheet shall be accompanied by a report of the directors as to the state of the company's affairs, and the amount which they recommend to be paid by way of dividend, and the amount, if any, which they propose to carry to a reserve fund.
(6) A copy of the balance sheet and repart shall, senen days previously to the meeting, be sent to the persons entitled to receive notices of general meetings in the manner in which notices are to be given hereunder,
Contracts, &c.
78.(1) Contracts on behalf of a company may be Form of made as follows (that is to say) ;-
contracts.
8 Edw. 7 c.
(7) Any contract which if made between private 69 s. 76.
persons would be by law required to be in writing under seal, may be made on behalf of the company in writing under the common scal of the company, and may in the same manner be varied or discharged:
(i) Any contract which if made between private persons would be by law required to be in writing, sigued 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, and may in the same manner be varied or dis- charged:
(ii) Any contract which if made between private persous 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, and may in the same man- ner be varied or discharged.
(2) All contracts made according to this section shall be effectual in law, and shall bind the company and its succes- sors and all other parties thereto, their heirs, execniors, or
administrators as the case may be.
Bills of ex-
change and promissory potee.
b. s. 77.
Execution of deeds abroad.
1b, s. 78.
abroad.
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79. A bill of exchange or promissory note shall be deemed to have been inado, accepted, or endorsed behalf of a company if made, accepted, or endorsed in the name of, or by or on behalf or on account of, the company by any person acting under its authority.
80. A company may, by writing under its counuou seal, empower any person, either gencrally or in respect of any specified matters, as its attorney, to execute deeds on its hehall in any place not situate in the Colony; and every deed signed by such attorney, on behalf of the company, and under his seal, shail bind the company, and have the same effect as if it were under its common seal.
Power for 81.-(1) A company whose objects require or comprise company to the transaction of business outside the Colony may, if have official seal for use authorised by its articles, have for use
in any territory, district, or place uol 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.
Ib. s. 79.
Filing of
prospectus.
9 Edw. 7. 69 s. 50.
Specific re- quirements
as to par- ticulars of prospectos.
b. s. 81.
(2) A company having such an official scat may, 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 dornment 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, cou- 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
him.
(4) The person aflixing any such official scal 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.
(3) A deed or other document to which an official seal ie July affixed shall bind the company as if it had beau sealed with the common sent of the company.
Prospectus.
82.-(1) Every prospectus issued by or on behalf of a company or in relation to any intended company shall he dated, and that date shall, muless the contrary be proved, be taken as the date of publication of the prospectus.
(2) A copy of overy suel prospectus signed by every person who is nained therein as a director or proposed di- rector of the company, or by his ageut authorised in writing, shall be filed for registration with the registrar of compa- nies on or before the date of its publication, and no such prospectus skall be issued until a copy thereof has been so liled for registration.
(3) The registrar shall not register any prospectus unless it le dated, and the copy thereof signed, in mauuer re- 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 sac- tion.
(5) If a prospectus is issued withour a copy thereof haing so filed, the company, and ovoy person who is knowingly a party to the issue of the prospectus, shall be liable to à the not exceeding fifty dollars for every day from the date of the issue of the prospectus until a copy thereof is so filed.
83.-(1) Every prospectos issued by or on behalf of a company, or by or on behalf of any person who is or has been engaged or interested in the formation of the company,
must state-
(a) the contents of the memorandum, with the names
descriptions, and addresses of the signatories, and the number of shares subscribed for by them respectively; and the uumber of founders of management or deferred shares, if any, and the nature and extent of the interest of the holders in the property and profits of the company; and
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