17817-1910-Supplementary-Bills-read-a-first-time--Companies — Page 19

Effect of conversion

of shares into stock. 8 Edw. 7 c. 69 s. 43.

Notice of increase of

or of mem- bers. Ib. s. 44.

468

44. Where a company having a share capital has con- verted any of its shares into stock, and given notice of the conversion to the registrar of companies, all the provisions of this Ordinance which are applicable to shares only shall ccase as to so much of the share capital as is converted into stock; and the register of members of the company, and the list of members to be forwarded to the registrar, shall show the amount of stock held by each member in- stead of the amount of shares and the particulars relating to shares hereinbefore required by this Ordinance.

45.-(1) Where a company having a share capital, whether its shares 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 number of its members beyond the registered number, it shall give to the registrar of companies, in the case of an increase of share capital, within twenty-eight days after the passing, or in the case of a special resolution the confirmation, of the resolution authorising the increase, and in the case of an increase of members within fifteen days after the increase was resolved on or took place, notice of the increase of capital or members, and the registrar shall record the increase.

Reorgani- sation of

(2) If a company makes default in complying with the requirements of this section it shall be liable to a fine not exceeding fifty dollars for every day during which the default continues, and every director and manager of the company who knowingly and wilfully authorizes or permits the default shall be liable to the like penalty,

46.-(1) A company limited by shares may, by special resolution confirmed by an order of the court, modify the share capital. conditions contained in its memorandum so as to reorganise Ib. s. 45.

its share capital, whether by the consolidation of shares of different classes or by the division of its shares into shares of different classes:

Special

resolution

Provided that no preference or special privilege attached to or belonging to any class of shares shall be interfered with except by a resolution passed by a majority in num- ber of shareholders of that class holding three-fourths of the share capital of that class and confirmed at a meeting of shareholders of that class in the same manner as a special resolution of the company is required to be con- firmed, and every resolution so passed shall bind all share- holders 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 such further time as the court may allow, and the resolution shall not take effect until such a copy has been so filed.

Reduction of Share Capital.

47.-(1) Subject to confirmation by the court, a com- pany 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 the foregoing power) may

of share

capital.

Ib. s. 16.

(a) Extinguish or reduce the ability on any of its shares in respect of share capital not paid up;

or

(b) Either with or without extinguishing or reduc- ing liability on any of its shares, cancel any paid-up share capital which is lost or unrepre- sented by available assets; or

(e) Either with or without extinguishing or reduc- ing liability on any of its shares, pay off any paid-up share capital which is in excess of the wants of the company,

and may, if aud so far as is necessary, alter its memoran- dum 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.