the Duke of of the said Benefice shall be in the Crown, or the Advowson Patronage is in and Right of Patronage of such Benefice shall be Part of the the Crown, Possessions of the Duchy of Cornwall, or the Patron of such Cornwall, or Benefice shall be a Minor, Idiot, Lunatic, or Feme Covert, the in Persons Consent required by this Act on the Part of the Patron of under Disability. such Benefice shall be testified by the Execution of such Deed or Assurance or other Writing as aforesaid by such and the same Persons as by the Act of Parliament passed in the Session holden in the First and Second Years of the Reign of Her present Majesty, Chapter Twenty-three, intituled An Act to amend the Law for providing fit Houses for the Beneficed Clergy, are in like Cases directed or authorized to testify the Consent of the Patron to the Exercise of the several Powers given by the said last-mentioned Act, or by certain other Acts therein mentioned or referred to, and in all other Cases the Consent required by this Act on the Part of the Patron of any Benefice shall be given by the Person or Persons who would be entitled to present, nominate, or collate to such Benefice in case the same were actually vacant at the Time of giving such Consent. 46 "Benefice." VI. In the Construction of this Act the Word "Benefice" Interpretation shall be taken to extend to and comprise all Rectories with of the Word Cure of Souls, Vicarages, Perpetual Curacies, and Chapelries the Incumbents of which respectively shall in right thereof be Corporations Sole. VII. The Provisions of the Act of the First Year of the Reign of Her present Majesty Chapter Fifty, shall be applicable to this Act, and the several Terms herein used shall be construed as in the One hundred and ninth Section of the Act of the Fourth and Fifth William the Fourth, Chapter Seventysix, and as in the Act of the Sixteenth and Seventeenth Years of Her present Majesty, Chapter Seventy respectively. CAP. XIV. An Act to amend the Joint Stock Companies Act, be made for the Incorporation and Regulation of Joint. Stock Companies, and that for that Purpose the Joint Stock Companies Act, 1856, should be amended:' Be it therefore enacted by the Queen's most Excellent Majesty, by and with the Advice and Consent of the Lords Spiritual and Temporal, and Commons, in this present Parliament assembled, and by the Authority of the same, as follows: Preliminary. I. This Act may be cited for all Purposes as "The Joint Stock Companies Act, 1857." Provisions Vict. c. 50. of 7 W. 4. & and Interpretation of Terms in 4 & 5 W. 4. c. 76. and 16 & 17 Vict. c. 70. to apply. Short Title of Act. Definition of II. "The Joint Stock Companies Act, 1856," herein-after called "the Principal Act," and this Act, shall, so far as is Principal B 4 consistent Act and Joint nies Acts. Stock Compa- consistent with the Context and Objects of such Acts, be construed as One Act, and this Act and the Principal Act may be cited together for all Purposes as "The Joint Stock Companies Acts, 1856, 1857." Penalty on Partnerships exceeding a certain Number. The Registrar to give Čerti ficate of Incorporation. Power of Limited Company to convert paidup Shares into Stock. $17.56-Ger Company to Conversion of Registry (Part I. of Principal Act). III. The Fourth Section of the Principal Act shall be repealed, and in lieu thereof be it enacted as follows: If after the passing of this Act more than Twenty Persons carry on, in Partnership, any Trade or Business, having for its Object the Procurement of Gain to the Partnership, then, unless such Persons are included within One or more of the Classes following, (that is to say,) 1. Are registered as a Company under the Principal Act; 2. Are a Company incorporated or otherwise legally constituted by or in pursuance of some Act of Parliament, Royal Charter, or Letters Patent; or 3. Are engaged in working Mines within and subject to the Jurisdiction of the Stannaries; Each one of the Persons so carrying on Business in Partnership together contrary to this Provision shall be severally liable for the Payment of the whole Debts of the Partnership, and may be sued for the same without the Joinder in the Action or Suit of any other Member of the Partnership. IV. The Registrar shall on Payment of Five Shillings issue a Certificate of Incorporation of any Company to any Person applying for the same, and such Certificate shall be admissible in Evidence in like Manner as the Certificate of Incorporation directed to be given by the Principal Act. Register of Shareholders (Part I. of Principal Act). V. Any Limited Company may by special Resolution convert into Stock any Shares which have been fully paid up; and upon such Conversion being made all the Provisions of the Principal Act or of this Act which require or imply that the Capital of the Company is divided into Shares of any fixed Amount, and distinguished by Numbers, and all the Provisions of the Principal Act that require the Company to keep a Register of Shareholders, or to make an annual List of Shareholders in the Register, shall cease as to so much of the Capital as has been so converted into Stock. VI. Any Company that has converted any Portion of its Capital into Stock shall give Notice of such Conversion, specifying the Shares so converted, to the Registrar of Joint Stock Companies, within Fifteen Days from the Date of the last of the Meetings at which the Resolution was passed by which such Conversion was authorized, and the Registrar shall forthwith record the Fact of such Conversion: If such Notice is not given within the Period aforesaid, the Company shall incur a Penalty not exceeding Five Pounds for every Day during which such Neglect to give Notice continues. VII. Any Stock. VII. Any Company that has converted any Portion of its Register of Capital into Stock shall keep at the Registered Office of the Holders of Company a Register of the Names and Addresses of the Persons for the Time being entitled to such Stock, and such Register shall be open to Inspection in the Manner and subject to the Penalties in and subject to which the Register of Shareholders is by the Principal Act directed to be kept open. VIII. If the Name of any Person is without sufficient Remedy for Cause entered or omitted to be entered in the Register of Omissions or Stock of any Company, such Person, or any Holder of Stock improper Entry in Register of in the Company, may apply to have the Register rectified Stock. manner directed by the Twenty-fifth Section of the Principal Act. IX. The Court may in any Proceeding under the Twentyfifth Section of the Principal Act decide on any Question relating to the Title of any Person who is a Party to such Proceeding, to have his Name entered in or erased from the Register, whether such Question arises between Two or more Holders or alleged Holders of Shares or Stock, or between any Holders or alleged Holders of Shares or Stock and the Company, and generally the Court may in any such Proceeding decide any Question that it may be necessary or expedient to decide for the Rectification of the Register. X. If any Company makes default in forwarding Copies of the Memorandum of Association and Articles of Association to Shareholders, in pursuance of Section Twenty-seven of the Principal Act, the Company so making default shall for each Offence incur a Penalty not exceeding One Pound. Power of Court under 25th Section of Principal Act to decide on disputed Questions. Penalty on not forward- Shareholders. arrest Shareholder about to abscond, or to remove or conceal any of his Property. Winding up by Court (Part III. of Principal Act). XI. Where an Order has been made for winding up a Com- Power to pany under the Third Part of the Principal Act, if upon the Application of the official Liquidator it appears to the Court having Jurisdiction in the Matter of such Winding-up that there is probable Cause for believing that any Contributory to such Company is about to quit the United Kingdom, or otherwise abscond, or to remove or conceal any of his Goods or Chattels, for the Purpose of evading Payment of Calls, or for avoiding Examination in respect of the Affairs of the Company, the Court may, by Warrant directed to such Person or Persons as it thinks fit, cause such Contributory to be arrested, and his Books, Papers, Monies, Securities for Monies, Goods and Chattels, to be seized, and him and them to be safely kept until such Time as the Court may order. may apply to XII. Any Contributory who has been arrested or whose Arrested Goods or Chattels have been seized under any such Warrant Shareholder as aforesaid may, at any Time after such Arrest or Seizure, Court for his apply to the Court that issued the Warrant to discharge him Discharge. from Custody, or to direct the Delivery to him of any Books, Papers, Monies, Securities for Money, Goods or Chattels, that may have been seized; and the Court shall take such Applica Calls under Third Part of Principal Act to be tion into consideration, and shall make such Order thereon as it thinks just. XIII. All Calls that are authorized by the Third Part of the Principal Act to be made on a Contributory, in the event of the Company to which he belongs being wound up by the Specialty Debt. Court or voluntarily, shall be deemed in England and Ireland to be Specialty Debts due from such Contributory to the Company. Proviso as to Appointment of Liquidators by Courts other than Court of Bankruptcy. Provision as to Appointment Official Liquidators (Part III. of Principal Act). XIV. In Cases within the Jurisdiction of the Court of Chancery in England or Ireland, or of the Court of Session in Scotland, or of the Court of the Stannaries, the Court having Jurisdiction shall, in the Appointment of an Official Liquidator or Official Liquidators, consult the Interests of both the Creditors and Contributories, and hear such Creditors or Contributories as it thinks fit to hear with respect to such Appointment. It may, unless both the Creditors and Contributories concur in the Appointment of a single Liquidator, appoint One or more Liquidator or Liquidators to act on behalf of each of such Parties. It may declare that, in case of Difference, any Act may be done by a Majority of Liquidators; or it may require the Liquidators in all Cases of Differences to apply to the Court. It may do anything hereby authorized to be done, either upon the First Appointment of a Liquidator or at any subsequent Stage of the Winding-up; but, notwithstanding anything herein contained, it shall not be obligatory on the Court to appoint more than One Liquidator, if in its Discretion it thinks that such Appointment will be most conducive to Justice. XV. In Cases within the Jurisdiction of any Court of Bankof Liquidators ruptcy the Official Assignee shall, where a Liquidator is appointed by the Creditors, be considered as appointed as the Representative of the Contributories, and where a Liquidator is appointed by the Contributories be considered as appointed as the Representative of the Creditors. by Court of Bankruptcy. Extension of healed by 19 XVI. The Power of compromising Debts and Claims given by the Principal Act to the Liquidators therein mentioned shall be deemed to extend to the Compromise of any Calls or Debts due from any Contributory or alleged Contributory to the Com- to accept for Sale of XVII. Where a Company is being wound up voluntarily, Power for and the whole or a Portion of its Property is about to be sold Liquidators to another Company, registered under this Act, the Liquidators Shares as a of the first-mentioned Company may, with the Sanction of a Consideration special Resolution of the Company by whom they were ap- Property of pointed, receive, in Compensation or part Compensation for Company. such Sale, Shares in such other Company, for the Purpose of Distribution amongst the Shareholders of the Company being wound up, or may enter into any other Arrangement whereby the Shareholders of the Company being wound up may, in lieu of receiving Cash or Shares, or in addition thereto, participate in the Profits of or receive any other Benefit from the purchasing Company; and any Sale made or Arrangement entered into by the Liquidators in pursuance of this Section shall be binding on the Shareholders of the Company being wound up, subject to this Proviso, that if any Shareholder in the Company being wound up who has not voted in favour of the special Resolution passed by his Company at either of the Meetings held for passing the same expresses his Dissent from any such special Resolution, in Writing addressed to the Liquidators or One of them, and left at the registered Office of the Company, not later than Seven Days after the Date of the last of the Meetings at which such special Resolution was passed, such dissentient Shareholder may require the Liquidators to do such One of the following Things as they may prefer; that is to say, either to abstain from carrying such Resolution into effect, or to purchase the Shares held by the dissentient Shareholders or Shareholder, at such Price as may be agreed upon or settled by Arbitration, such Purchase Money to be paid before the Company is dissolved, and to be raised by the Liquidators in such Manner as may be determined by special Resolution. call General XVIII. In the Case of a Company being wound up volun- Power of tarily, the Liquidators may, from Time to Time, during the Liquidators to Continuance of such Winding-up, summon General Meetings Meeting. of the Company for the Purpose of obtaining the Sanction of the Company by a special Resolution, or for such other Purposes as they think fit. See now. 21+ 20 60 secs 2 et sec XIX. Where a Company is in course of being wound up Power of voluntarily, and Proceedings are taken for the Purpose of having Court to adopt the same wound up by the Court, the Court may, if it thinks Proceedings of voluntary fit, notwithstanding that it makes an Order directing the Com- Winding-up. pany to be wound up by the Court, provide in such Order or in any other Order for the Adoption of all or any of the Proceedings taken in the course of the voluntary Winding-up: It may also, instead of making an Order that the Company should be altogether wound up by the Court, direct that the voluntary Winding-up should continue, but subject to such Supervision of the Court, and with such Liberty for Creditors, Contributories, or others to apply to the Court, and generally upon such Terms and subject to such Conditions as the Court thinks just. |