CO129-381 - Governor Sir Lugard - 1911 [11-12] — Page 430

Power of Company to arrange for different

amounts

being paid

on shares

8 Edw. 7 c.

69 s. 39.

Power to return ac-

cumulated

profits in

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or to receive any dividend or money payable in respect thereof, knowing the warrant, coupon, or document to be forged or altered; or

() falsely and deceitfully personales any owner of any share or interest in any company, or of any share warrant or coupon, issued in pursuance of this Ordinance, and thereby obtains or endea- yours to obtain any such share or interest or share warrant or coupon, or receives or enden- vours to receive any money due to any such owner. us if the offender were the true and lawful owner,

he shall be guilty of felony, and being convicted thereof shall be liable, at the discretion of the court, to imprison- ment with hard labour for life.

(2) If any person without lawful authority or excuse, proof whereof shall He on him, engraves or makes on any plate, wood, stone, or other material any share warrant or coupon purporting to be a share warrant or coupon issued or made by any particular company in pursuance of rhis Ordinance, or to be a blank share warrant or compou so issued or made, or to be a part of such a share warrant or coupon, or uses any such plate, wood, stone, or other material for the making or printing of any such share war- rant or compon, or of any such blank share warrant or coupon, or any part thereof respectively, or knowingly has in bis eustody or possession any such plate, wood, state, or other material, he still he guilty of felony, and being con- victed thereof shall be liable, at the discretion of the court, to imprisonmeur with hard labour for any term nor exceed- ing fourteen years,

40. A company, if so authorised by its articles, may do any one or more of the following things ; namely,--

(1) Make arrangements on the issue of shares for a difference between the shareholders in the amounts and times of payment of ealls on thir shares:

(2) Accept from any member who assents thereto The whole or a part of the amount remaining unpaid on any shares held by him, although no part of that amount has been enlled op :

(3) Pay dividend in proportion to the amonut paid

up on each share where a larger amount is puid up on some shares than ou others.

41-(1) When a company has accumulated a sum of undivided profits, which with the sanction of the share- holders may be distributed among the shareholders in the reduction of form of a dividend or bouus, it may, by special resolution. paid-up return the same, or any part thereof, to the shareholders in share capital. reduction of the paid-up capital of the company, the unpaid

capital being thereby increased by a similar amount.

Ib. s. 40.

(2) The resolution shall not take effect until a memoran- dum, showing the particulars required by this Ordinance in the case of a reduction of share capital, has been pro- duced to and registered by the registrar of companies, bar the other provisions of this Ordinance with respect to reduction of share capital shall not apply to a reduction of paid-up share capital ander this section.

(3) On a reluction of paid-up capital in pursunuce of this section any shareholder, or any one or more of several joint shareholders, may within one month after the passing of the resolution for the reduction, require the company to retain, and the company shall retain accordingly, the whole of the money actually paid on the shares beld by him either alone or jointly with any other person, which, in consequence of the reduction, would otherwise be returned to him or then, and thereupon those shares shall, as regards the payment of dividend, be deemed to be paid up to the same extent only as the shares on which payment has been accepted by the shareholders in reduction of puid-up capital, and the company shall invest and keep invested the money so retained un fixed deposit in such bank as the directors tay determine, and on the money so invested or on sy

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much thereof us from time to time exceeds the amount of ealis subsequently made on the shares in respect of which it has been retained, the company shall pay the interest received from time to time on the deposits.

(4) The amount retained and invested shall be held to represent the future enlis which may be made to replace the share capital so reduced on those shares, whether the amount obtained on sale of the whole or such proportion thereof us represents the amount of any call when made paroditees more or less than the amount of the call.

(5) On a reduction of paid-up share capital in purshance of this section, the powers vested in the directors of making calls on shareholders in respect of the amount paid ou their shares shall extend to the amount of the unpaid share capital as augmented by the reduction,

(6) After any reduction of share capital under this section the company shall specify in the nintal list of members required by this Ordinance the amounts retained at the request of any of the shareholders in pursuance of this section, and shall specify in the statements of account laid before any general meeting of the company the amount of mudivided profits returned in reduction of paid-ap share capital ander this section..

42.-(1) A wanyany limited by shares, if so authorised Power of by its articles, may alter the conditions of its memorandum company as fellows (that is to say), it may--

limites by shates to

(7) increase its share capital by the issue of new

shares of such amount as it thinks expedient

alter its ; share capital.

8 Edw. 7 c.

(4) consolidate and divide all or any of its shure 69 s. 41.

capital into shares of larger amount than its existing shares ;

(c) convert all or any of its paid-up shares into stock, and reconvert tint stock into paid-up shares of any denomination:

(4) subdivide its siures, or any of them, into shares of smaller amount than is fixed by the memor- andum, so, however, that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced. share shall be the same as it was in the case of the abare from which the reduced share is derived; (e) cancel shares which, at the date of the passing of the resolution in that behalf, have not been taken or agreed to be taken by any person, aud diminish the amount of its share capital by the amount of the shares so cancelled.

(2) The powers conferred by this section with respect to subdivision of shares must be exercised by special resolution.

(8) Where any alteration has been made under this section in the memorandum of a company, every copy of the memorandum issued after the date of the alteration shall be in accenlauce with the alteration.

If a company makes default in complying with this provision it shall be liable to a fine not exceeding ten dollars for each copy in respect of which default is made; and every director and manager of the company who knowingly and wilfully authorises or permits the default shall be liable to the like penalty.

(4) A cancellation of shares in pursuance of this section shall not be deemed to be a reduction of share capital with.

in the meaning of this Ordinance.

of share

43. Where a company having a share capital has co- Notice to solidated and divided its share capital into shares of larger registrar of amount than its existing shares, or converted any of its consolidation shares into stock, or reconverted stock into shares, it sha!! capital, cun- give notice to the registrar of companies of the consolida- version of tiou, division, conversion, or reconversion specifying the stares into shares consolidated, divided, or converted, or the stock ru J. s. 42.

converted.

stock, Arc.

420

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