Registration
of articles.
9 Edw. 7 c. 69 8. 10.
Application of Table A. 18. s. 11.
Form, stamp, and eiguature of
articles.
Ib. a. 12.
10
Provided that the court may, in the case of any person or class, for special rensous, dispense with the notice re- quired by this section,
(4) The court may make au cider confirming the altera- tion either wholly or in part, and on such terms and conditions as it thinks fit, and may make such order as to costs as it thinks proper.
(5) The court shall, in exorcising its discretion under this section, have regard to the rights and interests of the members of the company or of any class of them, as well as to the rights and interests of the creditors, and may, if it thinks fit, adjourn the proceedings in order that an orange- ment may be made to the satisfaction of the court for the purchase of the interests of dissentient members; and may give such directious and make such orders as it may think expedient for facilitating or carrying into effect any such arrangement: Provided that no part of the capital of the company may ho expended in any such purchase.
(6) An office copy of the order confirming the alteration, together with a printed copy of the memorandum as altered, shall, within twenty-eight days from the date of the crder, be delivered by the company to the registrar of companies, and he shall register the same, and shall certify the registration under his hand, and the certificate shall be conclusive evidence that all the requirements of this Ordin ance with respect to the alteration and the confirmation thereof have been complied with, and thenceforth the memorandum so altered shall be the memorandum of the company.
The court may by order at any time extend the time for the delivery of documents to the registrar under this section for such period as the court may think proper,
(7) If a company makes default in delivering to the registrar of companies any document required by this section to be delivered to him, the company shall be liable to a fine not exceeding one hundred dollars for every day during which it is in default.
Articles of Association.
11. (1) There may, in the case of a company limited by shorer, and there sill in the case of a company limited by guarantee or unlimited, be registered with the inerioran- dum articles of association signed by the subscribers to the memorandum and presribing regulations for the company,
(2) Articles of association may adopt all or any of the regulations contained in Table A in the First Schedule te this Ordinance.
(3) In the case of an unlimited company or a company limited by guarantee the articles, if the company has a share capital, must state the amount of share capital with which the company proposes to be registered.
#share
(4) In the case of an unlimited company or a company limited by guarantee, if the company has not capital, the articles must state the mumber of members with which the company proposes to be registered, for the purpose of enabling the registrar to determine the fees payable on registration.
12. lu the case of a company limited by shares and registered after the commencement of this Ordinance, if articles are not registered, or, if articles are registered, iu so far as the articles do not excinde or modify the regula tious in Table A in the First Schedule to this Ordinance. those regulations shali, so far as applicable, he the regula- tions of the company in the same manner and to the same extent as if they were contained in duly registered articles,
13. Articles must-
(a) be printed:
(b) be divided into paragraphis numbered conséent-
tively;
(e) hear the same stamp as if they were contained
in a deed; and
(d) he signed by each subscriber of the memorandum of association in the presence of at least one witness who must attest the signature.
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11
14. Subject to the provisions of this Ordinance and to alteration of the conditions contained in its memorandum. a company articles by may by special resolution alter or add to its articles; and special reso- any alteration or addition so made shall be as valid as if g Btw. 7 c.
lution. originally contained in the articles, and be subject in like 60%. 13. mauner to alteration by special resolution.
General Provisions.
articles.
15.) The memorandum and urrieles shall, when re- Effect of gistered, bind the company and the members thereof to the memorati same extent as if they respectively had been signed and dam and sealed by each member, and contained covenants on the part 7. s. 1. of each member, his heirs, executors, and administrators, to observe all the provisions of the memorandum and of the articles, subject in the provisions of this Ordinance.
(2) All money payable by any member to the company under the memorandum or articles shall be a debt due frow him to the company, and shall be of the nature of a specialty debr.
16. The memorandum and the articles (if any) shall be egistration- delivered to the registrar of companies, and he shall retain of memorin- and register thein.
dam and articles. Jb. s. 15.
17.-(1) On the registration of the memorandum of a Fffect of company the registrar shall certify under his band that the registration, company is incorporated, and in the case of a limited . s. 16. company that the company is limited,
(2) Front the date of incorporation mentioned in the certificate of incorporation. the subscribers of the memor andum together with such other persons as may from tirne to time become members of the company, shall be a body corporate by the name contained in the memocandum, capable forthwith of exercising all the funerious of an incorporated comprory, and having perperunt succession and a common scal, with power to hold lauds, but with such liability on the part of the members to contribute to the assets of the company in the event of its being wound up us is mentioned in this Ordinance.
18-(1) A certificate of incorporation given by the Conclusive- registrar in respect of any association shall be conclusive ness of cer-
tificate of in- evideure that all the requirements of this Ordinance in
corporation. respect of registration and of matters precedent and 76. s. 17. incidental thereto have been complied with, and that the association is a company authorised to be registorel and duly registered under this Ordinance.
(2) A statutory declaration by a solicitor engaged in the formation of the company, or by a person named in the articles as a director or secretary of the company, of compliance with all or any of the said requirements shall be produced to the registrar, and the registrar may accept such a declaration as sufficient evidence of compliance.
19.-(1) Every company shall send to every member, copies of
dom and
at his request, and on payment of one dollar or such less remotan- sum as the company may prescribe, a copy of the memor- auduma and of the articles (if any).
articles to be given to
(2) If a company makes default in complying with the members. requirements of this section, it shall be liable for each 5, 19. offence to a fine not exceeding ten dollars.
Associations not for Profit.
on charitable
20. A company formed for the purpose of promoting Restriction art, srience, cligion. charity, or any other like object, not and ther involving the acquisition of gain by the company or by its companies Individual members, shall not, without the licence of the holding land. Governor, hold more than wo meres of land; but the 7. E. 19. Governor muy by licence empower any such company to hold lands in such quantity, and subject to such conditions, as he may think fit,
21.-(1) Where it is proved to the satisfaction of the Power fa dis- Governor that an association about to be formed as a pense with
Limited"
limited company is to be formed for promoting commerce, in one of art, science, religion, charity, or any other useful object, charitable and intends to apply its profits (if any) or other income in and other
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