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SCHEDULES TO WHICH THIS ACT REFERS.

SCHEDULE (A.)

Notice of Burial.
I,
of

being the relative (or friend, or legal representative, as the case may be, describing the relation if a relative,] having the charge of or being responsible for the burial of A. B., of

who died
at
in the parish of

on the
day of

do hereby give you notice that it is intended by me that the body of the said A. B. shall be buried within the [here describe the churchyard or graveyard in which the body is to be buried) on the

day of

at the hour of

without the performance in the manner prescribed by law of the services for the burial of the dead according to the rites of the Church of England, and I give this notice pursuant to the Burial Laws Amendment Act, 1880.

To the Rector (or as the case may be,] of

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SCHEDULE (B.)
I,
of

the person having the charge of (or being respon-
sible for) the burial of the deceased, do hereby certify that on the
day of
A. B., of

aged

was buried in the churchyard [or graveyard) of the parish (or district] of

To the Rector (or as the case may be,] of

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COMPANIES.
The Companies Act, 1862.

25 & 26 Vict. c. 89. Prohibition of 4. No company, association, or partnership, consisting of more certain partner- than ten persons shall be formed after the commencement of this ships.

Act for carrying on the business of banking unless registered under this Act, or formed pursuant to some other Act or of letters patent.

No company, association, or partnership, consisting of more than twenty persons shall be formed after the commencement of this Act for the purpose of carrying on any other business that has for its object the acquisition of gain unless registered under this Act, or formed pursuant to some other Act or of letters patent, or unless it is a mining company within the Stannaries.(a)

(a) To render an unregistered company, association, or partnership illegal within sect. 4, there must be a joint relation of more than twenty persons for the common purpose of performing jointly a succession or series of acts such as to constitute a business, other than banking, which has for its object the acquisition of gain by the company. “Business " is to be understood in the practical sense of the word as ordinarily used, and does pot include an arrangement the parties to which are not directly or indirectly to be parties to any contract. A mere subsidiary minor transaction provided for under a trust deed, although it may result in gain, does not become a part of the object so as to bring the case within this section : (Sinith v. Anderson, 43 L. T. 329 ; 15 Ch. Div. 247; 50 L.J. 39, Ch.)

of association of company

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shares.

Part I.-Constitution and Incorporation of Companies and

Associations under this Act.

Memorandum of Association. 6. Any seven or more persons associated for any lawful Mode of formpurpose may, by subscribing their names to a memorandum of ing company. association, and otherwise complying with the requisitions of this Act in respect of registration, form an incorporated company with or without limited liability. 7. The liability of the members of a company formed under Mode of limiting

liability. this Act may, according to the memorandum of association, be limited either to the amount, if any, unpaid on the shares respectively held by them, or to such amount as the members may respectively undertake by the memorandum of association to contribute to the assets of the company in the event of its being wound-up.

8. Where a company is formed on the principle of having the Memorandum liability of its members limited to the amount unpaid on their shares, hereinafter referred to as a company limited by shares, limited by the memorandum of association shall contain: (1.) The name of the proposed company, with the addition of

the word “ limited ” as the last word in such name. (2.) The part of the United Kingdom, whether England,

Scotland, or Ireland, in which the registered office of the

company is proposed to be situate. (3.) The objects for which the proposed company is to be

established. (4.) A declaration that the liability of the members is

limited. (5.) The amount of capital with which the company proposes

to be registered, divided into shares of a certain fixed

amount.
Subject to the following regulations :

(1.) That no subscriber shall take less than one share.
(2.) That each subscriber of the memorandum of association

shall write opposite to his name the number of shares

he takes. 9. Where a company is formed on the principle of having the Memorandum liability of its members limited to such amount as the members of association

of company respectively undertake to contribute to the assets of the company limited by in the event of the same being wound up,

hereinafter referred to as a company limited by guarantee, the memorandum of association shall contain the following things :

(1.) [Identical with sect. 8 (1).]
(2.) [Identical with sect. 8 (2).]
(3.) [Identical with sect. 8 (3).
(4.) A declaration that each member undertakes to contribute

guarantee.

of association of unlimited company.

of memo.

to the assets of the company, in the event of the same being wound up, during the time that he is a member, or within one year afterwards, for payment of the debts and liabilities of the company contracted before the time at which he ceases to be a member, and of the costs, charges, and expenses of winding up the company, and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required,

not exceeding a specified amount. Memorandum 10. Where a company is formed on the principle of having no

limit placed on the liability of its members, hereinafter referred
to as an unlimited company, the memorandum of association
shall contain the following things :

(1.) The name of the proposed company.
(2.) [Identical with sect. 8 (2).]

(3.) [Identical with sect. 8 (3).] Stamp, signa- ii. The memorandum of association shall bear the same stamp ture, and effect

as if it were a deed, and shall be signed by each subscriber in the randum. presence of, and be attested by, one witness at the least; it shall,

when registered, bind the company and the members thereof to the same extent as if each member had subscribed his name and affixed his seal thereto, and there were in the memorandum contained, on the part of himself, his heirs, executors, and administrators, a covenant to observe all the conditions of such memo

randum, subject to the provisions of this Act. Power to alter 12. Any company limited by shares may so far modify the memorandum.

conditions contained in its memorandum of association, if authorised to do so by its regulations as originally framed, or as altered by special resolution in manner hereinafter mentioned(a) as to increase its capital by the issue of new shares of such amount as it thinks expedient, or to consolidate and divide its capital into shares of larger amount than its existing shares, or to convert its paid-up shares into stock, but, save as aforesaid, and save as is hereinafter provided, in the case of a change of name, no alteration shall be made by any company in the condi

tions contained in its memorandum of association. Change of name. 13. Power to company to change its name by means of a special resolution, and with the approval of the Board of Trade.

Articles of Association. Regulations to

14. The memorandum of association may, in the case of a be prescribed.

company limited by shares, and shall in the case of a company limited by guarantee or unlimited, be accompanied, when registered, by articles of association signed by the subscribers of the memorandum of association, and prescribing such regulations for

(a) As to what is a special resolution, see sect. 51, p. 78.

the company as the subscribers to the memorandum of association deem expedient; the articles shall be expressed in separate paragraphs numbered arithmetically; they may adopt all or any of the provisions contained in Table (A.) in the first schedule to the Act; they shall in the case of a company, whether limited by guarantee or unlimited, that has a capital divided into shares, state the amount of capital with which the company proposes to be registered ; and in the case of a company, whether limited by guarantee or unlimited, that has not a capital divided into shares, state the number of members with which the company proposes to be registered, for the purpose of enabling the registrar to determine the fees payable on registration. In a company limited by guarantee or unlimited, and having a capital divided into shares, each subscriber shall take one share at the least, and shall write opposite to his name in the memorandum of association the number of shares he takes. 15. In the case of a company limited by shares, if the memo- Application of

Table (A). randum of association is not accompanied by articles of association, or in so far as the articles do not exclude or modify the regulations contained in Table (A.) in the first schedule to the Act, the last-mentioned regulations shall

, so far as the same are applicable, be deemed to be the regulations of the company in the same manner and to the same extent as if they had been inserted in articles of association, and the articles had been duly registered.

16. The articles of association shall be printed; they shall stamp, signabear the same stamp as if they were contained in a deed; and ture, and effect shall be signed by each subscriber in the presence of, and be attested by, one witness at the least. When registered, they shall bind the company and the members thereof to the same extent as if each member had subscribed his name and affixed his seal thereto, and there were in such articles contained a covenant on the part of himself, his heirs, executors, and administrators, to conform to all the regulations contained in such articles, subject to the provisions of this Act; and all moneys payable by any member of the company in pursuance of the conditions and regulations of the company, or any of such conditions or regulations, shall be deemed to be a debt due from such member to the company, and in England and Ireland to be in the nature of a specialty debt.

General Provisions. 17. As to registration of memorandum and articles, and Registration. payment of fees thereupon.

18. Upon the registration of the memorandum of association, and of the articles of association in cases where articles of association are required by this Act, or by the desire of the

of articles

parties, to be registered, the registrar shall certify under his hand that the company is incorporated, and, in the case of a limited company, that the company is limited. The subscribers of the memorandum of association, together with such other persons as may from time to time become members of the company, shall thereupon be a body corporate by the name contained in the memorandum of association, capable forthwith of exercising all the functions of an incorporated company, and having perpetual succession and a common seal, with power to hold lands, but with such liability on the part of the members to contribute to the assets of the company in the event of the same being wound up, as is hereinafter mentioned. A certificate of the incorporation of any company given by the registrar shall be conclusive evidence that all the requisitions of this Act in

respect of registration have been complied with. Copies of memo- 19. A copy of the memorandum of association, having randum and

annexed thereto the articles of association, if any, shall be articles to be supplied to forwarded to every member at his request, on payment of the members.

sum of 1s. or such less sum as may be prescribed by the company, for each copy; and if any company makes default in forwarding a copy of the memorandum of association and articles of association, if any, to a member in pursuance of this section, the company so making default shall for each offence incur a penalty not exceeding 11.

20. Prohibition against identity of names in companies. Identity of

21. No company formed for the purpose of promoting art, toe art, do, com-science, religion, charity, or any other like object, not involving panies holding the acquisition of gain by the company or by the individual

members thereof, shall, without the sanction of the Board of Trade, hold more than two acres of land; but the Board of Trade may, by licence under the hand of one of the principal or assistant secretaries, empower any such company to hold lands in such quantity and subject to such conditions as they think fit.

name.

as

Nature of interost in company.

Part II.--Distribution of Capital and Liability of Members of

Companies and Associations under this Act.

Distribution of Capital. 22. The shares or other interest of any member in a company under this Act shall be personal estate, capable of being transferred in manner provided by the regulations of the company, and shall not be of the nature of real estate; and each share shall, in the case of a company having a capital divided into shares, be distinguished by its appropriate number.

23. The subscribers of the memorandum of association of any company under this Act shall be deemed to have agreed to

Definition of “ member."

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