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(b) the commission paid or agreed to be paid does not exceed ten per cent, of the price at which the shares are issued or the amount or rate authorised by the articles, whichever is the less; and
(c) the amount or rate per cent. of the com-
mission paid or agreed to be paid is-
(i) in the case of shares offered to the public for subscription, disclosed in the prospectus; or
(ii) in the case of shares not offered to the public for subscription, disclosed in the statement in lieu of prospectus, or in a statement in the prescribed form signed in like manner as 2 statement in lieu of prospectus and delivered before the payment of the commission to the registrar of com- panies for registration, and, where a circular or notice, not being a prospectus, inviting subscription for the shares is issued, also disclosed in that circular or notice; and (d) the number of shares which persons have agreed for a commission to subscribe absolute- ly is disclosed in manner aforesaid.
(2) Save as aforesaid, no company shall apply any of its shares or capital money either directly or indirectly in payment of any commission, discount, or allowance, to any person in consideration of his subscribing or agreeing to subscribe, whether absolute- ly or conditionally, for any shares of the company, or procuring or agreeing to procure subscriptions. whether absolute or conditional, for any shares in the company, whether the shares or money be so applied by being added to the purchase money of any property acquired by the company or to the contract price of any work to be executed for the company, or the money be paid out of the nominal purchase money or contract price, or otherwise.
(3) Nothing in this section shall affect the power of any company to pay such brokerage as it has hereto- fore been lawful for a company to pay.
(4) A vendor to, promoter of, or other person who receives payment in money or shares from, a com- pany shall have and shall be deemed always to have had power to apply any part of the money or shares so received in payment of any commission, the payment of which, if made directly by the company, would have been legal under this section.
(5) If default is made in complying with the provisions of this section relating to the delivery to the registrar of the statement in the prescribed form. the company and every officer of the company who is in default shall be liable to a fine not exceeding two hundred and fifty dollars.
Statement
46.—(1) Where a company has paid any sums in balance by way of commission in respect of any shares or sheet as to debentures or allowed any sums by way of discount commis- in respect of any debentures, the total amount so sions and
discounts. paid or allowed, or so much thereof as has not been 19 & 20 Geo. written off, shall be stated in every balance sheet of 5, c. 23, the company until the whole amount thereof has been s. 44. written off.
(2) If default is made in complying with this section, the company and every officer of the company who is in default shall be liable to a default fine.
Prohibition
47.-(1) Subject as provided in this section, it of provision shall not be lawful for a company to give, whether of financial directly or indirectly, and whether by means of a assistance loan, guarantee, the provision of security or other by company for purchase wise, any financial assistance for the purpose of or of its in connection with a purchase made or to be made own shares. by any person of any shares in the company:
19 & 20 Geo. 5, c. 23,
B. 45.
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