26
Place for keeping registers.
Register as Evidence.
Shares liable to forfeiture in certain events.
Arrears pay- able notwith-
standing
forfeiture.
Procedure
for enforting
forfeiture and effect thereof.
Notice and entry of forfeiture.
Board may accept com- position for call
14
(7) The principal register shall be kept at the Head Office of the Bank, and the London register and the Shanghai register shall be kept at the establishments to which they respectively belong.
33. Any register of shareholders shall be primâ facie evidence of any matters by these regulations directed or authorised to be inserted therein respectively, and a copy of extracts from any such register, if certified as correct by the Chief Manager or Manager of any establishment at which such register is kept, shall be valid and sufficient evidence in any Court of Justice of the particulars contained in such extracts without production of any such register itself.
Forfeiture and Lien.
34.-(1) If any call, or any interest thereon, or any part thereof respectively, be not paid by the person liable to pay the same, within one month after the time fixed or allowed for the payment of such call, then the share in respect whereof the call or interest, or any part thereof, is in arrear, shall, immediately after the expiration of such one month, become liable to forfeiture for the benefit of the Bank and that, whether or not proceedings have been taken to enforce such payment, and whether or not payment of any amount less than the whole debt and costs have been obtained by means of such proceedings or otherwise; and if any share be transferred by operation of law, and some person be not within twelve months thereafter registered as the holder thereof, the share shall imme- diately after the expiration of such twelve months become liable to forfei- ture by the Board for the benefit of the Bank.
(2) Shares may also be forfeited in the events stated in regulation 10 (5).
35. The forfeiture of a share shall not, unless the Board otherwise order, operate as an extinguishment or satisfaction of the liability of any person to pay any call, or interest thereon, payable upon such share at the time of the forfeiture thereof being declared, or any expenses incurred in respect of such share.
36. In every case in which any share is, under these regulations, liable to forfeiture, the Board may pass a resolution declaring such share for- feited, and immediately thereupon such share and all rights and interests in respect thereof, including any dividends accrued in respect of such share, and all subsequently accrued dividends thereon, and all rights, powers, privileges, and advantages incidental to such share, shall be for- feited to the Bank; and all rights, claims, and demands whatsoever against the Bank, for or in respect of or in relation to the share or dividends so for- feited shall, unless the Board otherwise determine, be absolutely exting- nished for the benefit of the Bank; and the rights of voting, and all other rights and powers incidental to the share, shall remain in suspense or abeyance until the share be sold re-allotted or otherwise disposed of by the Board for the benefit of the Bank, or be restored to the defaulter, or some person claiming under him, as provided by Regulation 40.
37. When any share shall have been so forfeited, notice of the reso- lution shall be given to the shareholder in whose name it stood immediately prior to the forfeiture, and an entry of the forfeiture, with the date thereof, shall forthwith be made in the register.
38. If any person from whom any call, or interest thereon, or any part thereof shall be due, and whose share has been declared forfeited for non-payment thereof, shall show, to the satisfaction of the Board, that he is unable to pay the whole amount then remaining due from him in respect of such call or interest, the Board may accept from him such sum by way of composition for, and in lieu of, the whole amount so then due from him, as the Board may determine; and, upon the payment of such composi- tion, may discharge him from all claims and demands whatsoever then re- maining due in respect of such call and interest; but no such composition shall be accepted from any person while he continues a shareholder in his own right in respect of any share besides the share so forfeited, or shall give him any claim to or in respect of the share so forfeited.
15
39. Any share so forfeited shall be the property of the Bank and the Forfeited Board may sell, re-allot, and otherwise dispose of the same in such manner as it thinks fit.
shares to become property of
Bank.
annul
40. The Board may, at any time before any share so forfeited shall Fower to have been sold, re-allotted or otherwise disposed of, annul the forfeiture forfeiture. thereof and restore the same to the defaulter or some person claiming under him upon such conditions as it thinks fit.
of share to extinguish claims on the Bank.
41. The forfeiture of a share shall involve the extinction at the time Forfeiture of the forfeiture of all interest in and all claims and demands against the Bank in respect of the share and all other rights incident to the share, as between the shareholder whose share has been forfeited and all persons claiming through such shareholder and the Bank.
on shares.
42. The Bank shall have a first and paramount lien upon all the shares Bank's lien registered in the name of any shareholder (whether solely or jointly with others), and upon the proceeds of sale thereof for his debts, liabilities and engagements, solely or jointly with any other person to or with the Bank, whether the period for the payment, fulfilment, or discharge thereof shall have actually arrived or not; and such lien shall extend to all dividends from time to time declared in respect of such shares and to all moneys paid in advance of calls thereon. Unless otherwise agreed the registration of a transfer of shares shall operate as a waiver of the Bank's lien (if any) on such shares.
43. For the purpose of enforcing such lien the Board may sell the Enforcing shares subject thereto in such manner as it thinks fit; but no sale shall be lion by sale. made until such time as the moneys are presently payable.
44. The net proceeds of any sale, made after forfeiture or for enfor- Application cing a lien, and any such dividends, shall be applied in or towards satis- of proceeds
of sale. faction of the debts, liabilities and engagements aforesaid, and the residue (if any) shall be paid to such shareholder, his executors, administrators or assigns or successors or to the person (if any) entitled by transmission to the shares.
foi feiture or
45.-(1) Upon any sale after forfeiture or for enforcing a lien in pur- Validity of ported exercise of the powers hereinfore given, the Board or the manager of sales after any establishment at which a Register is kept may, after the execution of a for enforcing document of transfer from the Bank to the purchaser has been executed by lian. the Bank as transferor and by the purchaser as transferee, cause the pur- chaser's name to be entered, in respect of the shares sold, in that register in which the shares sold are entered, and the purchaser shall not be bound to see to the regularity of the proceedings, or to the application of the purchase money, and after his name has been entered in the register aforesaid in res- pect of such shares, the validity of the sale shall not be impeached by any person, and the remedy (if any) of any person aggrieved by the sale shall be in damages only and against the Bank exclusively.
(2) Any such purchaser shall not (unless by express agreement) be- come entitled to any of the dividends accrued, or which might have accrued, the shares before the time of completing his purchase, and shall not (unless by express agreement) be liable to pay any call payable in respect of the shares before the time of his agreement to purchase them.
upon
Transfer and Transmission of Shares.
Purchaser's
position re and call
dividends
46. The Bank shall keep at its Head Office and at any establishment Register of where a local register of shares is kept books to be called "Registers of Transfers. Transfers", and therein shall respectively be fairly and distinctly entered particulars of every transfer or transmission of any share on those respective registers.
27
No comments yet.
Private notes are available after approval.