Effect of conversion of shares
into stock.
8 Edw. 7 c. 49 s. 13.
Notice of increase of
or of Busin-
bers.
b. s. 44.
20
44. Where a company having a share capital has con- verted any of its shares into stock, and given notice of the couversion to the registrar of companies, all the provisions of this Ordinance which are applicable to shares only shall cease as to so much of the share capital as is converted into stock, and the register of mothers of the company, and the list of members to be forwarded to the registrar, shall show the amount of stock held by cach member in- stead of the amount of shares and the particulars relating to shares hereinbefore required by this Ordhance
45.-(1) Where a company having a share capital, whether its shures have or have not been converted into stock, share capital has increased its share capital beyond the registered capital, and where a company not having a share capital has in- creased the mumber of its members beyond the registered number, it shall give to the registrar of compmules, in the case of an increase of share capital, within twenty-eight days alter the passing, or in the case of a special resolution the confirmation, of the resolution authorising the inervase, and in the case of an increase of members within fifteen days after the increase was resolved on or took place, untice of the increase of capital or members, and the registrar shull record the increase,
Reorgani-
Bation of
share capital Yb. s. 45,
Special
resolution
(2) If a company makes default in complying with the requirements of this section it shall be liable to a fine mot excceding fifty dollars for every day during which the default continues, and every director and manager of the company who knowingly and wilfully authorises or permits the default shall be liable to the like penalty.
46-(1) A company limited by shares may, by special resolution coufirmed by an order of the court, modify the conditions contained hi its memorandum so as to reorganiso its share capital, whether by the consolidation of shares of different classes or by the division of its shares into shares of different classes :
Provided that no preference or special privilege attached to or belonging to any class of shares shall be interfervil with except by a resolution passed by a majority in mum- ber of shareholders of that class bolding three-fourths of the share capital of that class and confirmed at a meeting of shareholders of that class in the sane munner as a special resolution of the company is required to be con- finded, and every resolution so passed shall bind all share- bolders of the class.
(2) Where an order is made under this section an office copy thereof shall be filed with the registrar of companies within seven days after the making of the order, or within ench further time as the court may allow, and the resolution shall not take effect until such a copy has been so filed,
Reduction of Shure Capital,
47-(1) Subject to confirmation by the court, a con- pary limited by shares, if so authorised by its articles, may
for reduction by special resolution reduce its share capital in any way, and in particular (without prejudice to the generality of
of shime
capital.
Jb. n. 46.
the foregoing power) may--
() Extinguish or reduce the liability on any of its
shares in respect of share capital nor paid up;
Or
() Either with or without extinguishing or redue- ing liability on any of its shares, cancel any paid-up share capital which is lost or unrepre- seared by available assets; or
(e) Either with or without extinguishing or redue- ing liability on any of its shares, pay off any paid-up share capital which is in excess of the wars of the company,
and may, if and so far as is necessary, alior its memoran- dan by reducing the amount of its share capital and of its shares accordingly.
(2) A special resolution under this section is in this Or- dinance called a resolution for reducing share capital.
21
43. Where a company has passed and confirmed a re- Application solution for reducing share capital it may apply by petition to court for
to the court for an order confirming the reduction.
confirming order.
8 Edw. 7 c. 69 s. 47.
of and
49. On and from the confirmation by a company of a re- Addition to solution for reducing share capital, or where the reduction name of does not involve either the diminution of any liability in any respect of unpaid share capital or the payment to any share- reduced. holder of any paid-up share capital, theu on and from the h. v. 48. presentation of the petition for confirming the reduction, the company shall add to its name, until such date as the court may fix, the words "and reduced," as the last words in its name, and those words shall, until that dure, be deemed to be part of the name of the company:
Provided that, where the reduction does not involve either the diminution of any liability in respect of unpaid share capital or the payment to any shareholder of any paid- up share capital, the cout may, if it thinks expedient. dispense altogether with the addition of the words and reinced."
and settle.
50.-(1) Where the proposed reduction of share capital Objections involves either diminution of liability in respect of unpaid by creditors, share capital or the payment to any sharehobler of any paid- ment of list up share capital, and in any other case if the court so directs, of objecting every creditor of the company who at the date fixed by the creditors. court is entitled to any debt or claim which, if that date. s. 49. were the commencement of the winding up of the company, would be admissible in proof against the company, shall be entitled to object to the reduction.
(2) The court shall settle a list of creditors so entitied to object, and for that purpose shali ascertain, as far as possi- ble without requiring an application from any creditor, the namoz of those crelitus aud the nature and amount of their debts or claims, and may publish notices fixing a day or days within which creditors not entered on the fist are to claim to be so entered or are to be excinded from the right of objecting to the reduction.
(3) Where a creditor entered on the list whose debt or claim is not discharged or determined dous not consent to the reduction, the court may, if it thinks fit, dispense with the consent of that creditor. on the company securing pay- ment of his debt or claim by appropriating, as the court may direct, the following amount; (that is to say.)-
(4) If the company admits the full amount of his debt or claim, or, though not admitting it, is willing to provide for it, then the fall amout of the debt or elaina ;
(2) If the company does not admit or is not willing to provide for the full amount of the debt or claim, or if the anonat is contingent or not ascertained, then an amount fixed by the court after the like inquiry and adjudication as if the company were being wond ap by the court.
51. The court, if satisfied, with respect to every creditor Order
of the company who under this Ordinance is entitled to ob- confirming ject to the reduction, that either his consent to the redaction reduction.
Ib. s. 50. has been obtained or his debt or claim has been discharged
er has determined, or has been secured, may make an order confirming the reduction ou satch terms and conditions as it thinks fit.
52.-(1) The registrar of companies on production to Registration him of an order of the court confirming the reduction of the of order aud share capital of a company, and the delivery to him of a winate of copy of the order and of a minute (approved by the court), Jb, s. 31. showing with respect to the share capital of the company,
as altered by the order, the amount of the share capital, the number of shares into which it is to be divided, and the amount of each share, and the amount (if any) at the date of the registration deemed to be paid up ou each share, shall register the order and minute.
(2) On the registration, and not before, the resolution for reducing share capital as confirmed by the order so registered shall take effeci.
reduction.
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