23164-1911-Supplementary-Bill-re-published--Companies — Page 36

845

Commissions and Discounts.

91. (1) It shall be lawful for a company to pay a com- Power to pay mission to any person in consideration of his subscribing or certain com- agreeing to subscribe, whether absolutely or conditionally, missions, and

prohibition for any shares in the company, or procuring or agreeing to of payment procure subscriptions, whether absolute or conditional, for of all other auy shares in the company, if the payment of the commis- commis- sion is authorised by the articles, and the commission paid sions, dis-

counts, &c. or agreed to be paid does not exceed the amount or rate so 8 Edw. 7 c. authorised, and if the amount or rate per cent. of the com- 69 s. 39. mission paid or agreed to be paid is-

(a) In the cases of shares offered to the public for

subscription, disclosed in the prospectus; or (b) 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 a statement in lien of prospectus and filed with the registrar of companies, and, where a circular or notice, not being a prospectus, inviting sub- seriptions for the shares is issued, also disclosed in that circular or notice.

(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 absolutely 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 heretofore been lawful for a company to pay, and a vendor to, promoter of, or other person who receives payment in money or shares from, a company 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.

missions and

92. Where a company has paid any sums by way of Statement in commission in respect of any shares or debentures, or balance sheet allowed any sums by way of discount in respect of any as to com- debentures, [that] total amount so paid or allowed, or so discounts. separately much thereof as has not been written off, shall be [] stated & Edw. 7 c.

in every balance sheet of the company until the whole 69 s. 90. amount thereof has been written off.

the

Payment of Interest out of Capital.

93. Where any shares of a company are issued for the Power of purpose of raising money to defray the expenses of the con- company to pay interest struction of any works or buildings or the provision of any out of capital plant which cannot be made profitable for a lengthened in certain period, the company may pay interest ou so much of that cases. share capital as is for the time being paid up for the b. s. 91. period and subject to the conditions and restrictions in this section mentioned, and may charge the same to capital as part of the cost of construction of the work or building, or the provision of plant :

Provided that-

(1) No such payment shall be made unless the same is authorised by the articles or by special resolution:

(2) No such payment, whether authorised by the articles or by special resolution, shall be made without the previous sanction of the court : (3) Before sanctioning any such payment

the

court may, at the expense of the company, appoint a person to inquire and report to them as to the circumstances of the case, and may, before making the appointment, require the company to give security for payment of the costs of the inquiry: