Register of mortgages.

Banking, &c., companies.

List of directors to be sent to registrar.

company, or any person on its behalf, uses or authorises the use of any seal purporting to be a seal of the company whereon its name is not so engraven as aforesaid, or issues or authorises the issue of any notice, advertisement, or other official publication of such company, or signs or authorises to be signed on behalf of such company any bill of exchange, promissory note, indorsement, cheque, order for money or goods, or issues or authorises to be issued any bill of parcels, invoice, receipt, or letter of credit of the company wherein its name is not mentioned in manner aforesaid, he shall be liable to a penalty of 501., and shall further be personally liable (a) to the holder of any such bill of exchange, promissory note, cheque, or order for money or goods for the amount thereof, unless the same is, duly paid by the company.

43. Every limited company under this Act shall keep a register of all mortgages and charges specifically affecting property of the company, and shall enter in such register in respect of each mortgage or charge a short description of the property mortgaged or charged, the amount of charge created, and the names of the mortgagees or persons entitled to such charge. If any property of the company is mortgaged or charged without such entry being made, every director, manager, or other officer (b) of the company who knowingly and wilfully authorises or permits the omission of such entry shall incur a penalty not exceeding 501. The register of mortgages required by this section shall be open to inspection by any creditor or member of the company at all reasonable times; and if such inspection is refused, any officer of the company refusing the same, and every director and manager of the company authorising or knowingly and wilfully permitting such refusal, shall incur a penalty not exceeding 5l., and a further penalty not exceeding 21. for every day during which such refusal continues; and in addition to the above penalty, as respects companies registered in England and Ireland, any judge sitting in chambers, or the Vice-warden of the Stannaries in the case of companies subject to his jurisdiction, may, by order, compel an immediate inspection of the register.

44. As to publication of certain statements by banking, insurance, and deposit companies.

45. Every company under this Act, and not having a capital divided into shares, shall keep at its registered office a register

(a) Where a secretary duly authorised accepted a bill in his own name, adding, "Secretary to the said company," it was held that the acceptance was intended to be the acceptance of the company, and that the secretary was, therefore, personally liable to the holder of the bill, by reason of the omission of the word "limited:" (Penrose v. Martyn, 28 L. J. 28, Q. B. (b) Not a banker: (Ex parte National Bank, 14 Eq. 507.)

containing the names and addresses and the occupations of its directors or managers, and shall send to the registrar of jointstock companies a copy of such register, and shall from time to time notify to the registrar any change that takes place in such directors or managers.

46. If any company under this Act, and not having a capital Penalty for not divided into shares, makes default in keeping a register of its of directors. keeping register directors or managers, or in sending a copy of such register to the registrar in compliance with the foregoing rules, or in notifying to the registrar any change that takes place in such directors or managers, such delinquent company shall incur a penalty not exceeding 57. for every day during which such default continues, and every director and manager of the company who shall knowingly and wilfully authorise or permit such default, shall incur the like penalty.

47. A promissory note or bill of exchange shall be deemed to Bills and notes. have been made, accepted, or indorsed on behalf of any company under this Act, if made, accepted, or indorsed in the name of the company by any person acting under the authority of the company, or if made, accepted, or indorsed by or on behalf or on account of the company by any person acting under the authority of the company.(a)

seven members.

48. If any company under this Act carries on business when Prohibition the number of its members is less than seven, for a period of six where less than months after the number has been so reduced, every person who is a member of such company during the time that it so carries on business after such period of six months, and is cognisant of the fact that it is so carrying on business with fewer than seven members, shall be severally liable for the payment of the whole debts of the company contracted during such time, and may be sued for the same, without the joinder in the action of any other member.

Provisions for Protection of Members.

49. A general meeting of every company under this Act shall General be held once at the least in every year. (b)

meeting.

50. Subject to the provisions of this Act, and to the conditions Power to alter contained in the memorandum of association, any company regulations. formed under this Act may, in general meeting from time to time, by passing a special resolution in manner hereinafter mentioned, alter all or any of the regulations of the company contained in the articles of association or in Table (A.) in the first schedule, where such table is applicable to the company, or

(a) See Lindus v. Melrose, 27 L. J. 326, Ex.; Smith v. Johnson, 27 L. J. 363, Ex.; Eastwood v. Bain, 28 L. J. 74, Ex.; In Re Peruvian Railway Company, 2 Ch. 617; Dutton v. Marsh, 6 Q. B. 361.

(b) See sect. 39 of the 1867 Act, post.

Definition of "special resolution."

Where no regulations as to meetings.

make new regulations to the exclusion of or in addition to all or any of the regulations of the company; and any regulations so made by special resolution shall be deemed to be regulations of the company of the same validity as if they had been originally contained in the articles of association, and shall be subject in like manner to be altered or modified by any subsequent special resolution.

51. A resolution passed by a company under this Act shall be deemed to be special whenever a resolution has been passed by a majority of not less than three-fourths of such members of the company for the time being entitled according to the regulations of the company to vote as may be present, in person or by proxy (in cases where by the regulations of the company proxies are allowed), at any general meeting of which notice specifying the intention to propose such resolution has been duly given, and such resolution has been confirmed by a majority of such members for the time being entitled according to the regulations of the company to vote as may be present, in person or by proxy, at a subsequent general meeting, of which notice has been duly given, and held at an interval of not less than fourteen days, nor more than one month from the date of the meeting at which such resolution was first passed; at any meeting mentioned in this section, unless a poll is demanded by at least five members, a declaration of the chairman that the resolution has been carried shall be deemed conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against the same; notice of any meeting shall, for the purposes of this section, be deemed to be duly given and the meeting to be duly held, whenever such notice is given and meeting held in manner prescribed by the regulations of the company; in computing the majority under this section, when a poll is demanded, reference shall be had to the number of votes to which each member is entitled by the regulations of the company.

52. In default of any regulations as to voting, every member shall have one vote, and in default of any regulations as to summoning general meetings, a meeting shall be held to be duly summoned of which seven days' notice in writing has been served on every member, in manner in which notices are required to be served by Table A. in the first schedule hereto,(a)

(a) The following are the regulations in Table A. in the first schedule to the Act which relate to notices :-(95.) A notice may be served by the company upon any member, either personally or by sending it through the post in a prepaid letter addressed to such member at his registered place of abode. (96.) All notices required to be given to the members shall, with respect to any share to which persons are jointly entitled, be given to whichever of such persons is named first in the register of members, and

and in default of any regulations as to the persons to summon meetings, five members shall be competent to summon the same, and in default of any regulations as to who is to be chairman of such meeting, it shall be competent for any person elected by the members present to preside.

lutions.

53. A copy of any special resolution that is passed by any Registration of company under this Act shall be printed and forwarded to the special resoregistrar of joint-stock companies, and be recorded by him; if such copy is not so forwarded within fifteen days from the date of the confirmation of the resolution, the company shall incur a penalty not exceeding 21. for every day after the expiration of such fifteen days during which such copy is omitted to be forwarded, and every director and manager of the company who shall knowingly and wilfully authorise or permit such default shall incur the like penalty.

54. Where articles of association have been registered, a copy Copies of special of every special resolution for the time being in force shall be resolutions. annexed to or embodied in every copy of the articles of association that may be issued after the passing of such resolution; where no articles of association have been registered, a copy of any special resolution shall be forwarded in print to any member requesting the same on payment of 18. or such less sum as the company may direct; and if any company makes default in complying with the provisions of this section, it shall incur a penalty not exceeding 17. for each copy in respect of which such default is made; and every director and manager of the company who shall knowingly and wilfully authorise and permit such default shall incur the like penalty.

55. Any company under this Act may, by instrument in Execution of writing under its common seal, empower any person, either deeds abroad. generally or in respect of any specified matters, as its attorney, to execute deeds on its behalf in any place not situate in the United Kingdom; and every deed signed by such attorney, on behalf of the company and under his seal, shall be binding on the company and have the same effect as if it were under the common seal of the company.

56. The Board of Trade may appoint one or more competent Examination inspectors to examine into the affairs of any company under this by inspectors. Act, and to report thereon, in such manner as the board may direct, upon the applications following:

(1.) In the case of a banking company that has a capital

notice so given shall be sufficient notice to all the holders of such share. (97.) Any notice, if served by post, shall be deemed to have been served at the time when the letter containing the same would be delivered in the ordinary course of the post; and in proving such service it shall be sufficient to prove that the letter containing the notices was properly addressed and put into the post-office.

divided into shares, upon the application of members holding not less than one-third part of the whole shares of the company for the time being issued.

(2.) In the case of any other company that has a capital divided into shares, upon the application of members holding not less than one-fifth part of the whole shares of the company for the time being issued.

(3.) In the case of any company not have a capital divided into shares, upon the application of members, being in number not less than one-fifth of the whole number of persons for the time being entered on the register of the company as members.

57. The application shall be supported by such evidence as the Board of Trade may require for the purpose of showing that the applicants have good reason for requiring such investigation to be made, and that they are not actuated by malicious motives in instituting the same; the Board of Trade may also require the applicants to give security for payment of the costs of the inquiry before appointing any inspector or inspectors.

58. It shall be the duty of all officers and agents of the company to produce for the examination of the inspectors all books and documents in their custody or power: any inspector may examine upon oath the officers and agents of the company in relation to its business, and may administer such oath accordingly; if any officer or agent refuses to produce any book or document hereby directed to be produced, or to answer any question relating to the affairs of the company, he shall incur a penalty not exceeding 57. in respect of each offence.

59. Upon the conclusion of the examination the inspectors shall report their opinion to the Board of Trade; such report shall be written or printed, as the Board of Trade directs: a copy shall be forwarded by the Board of Trade to the registered office of the company, and a further copy shall, at the request of the members upon whose application the inspection was made, be delivered to them or to any one or more of them: all expenses of and incidental to any such examination as aforesaid, shall be defrayed by the members upon whose application the inspectors were appointed, unless the Board of Trade shall direct the same to be paid out of the assets of the company, which it is hereby anthorised to do.

60. Any company under this Act may by special resolution appoint inspectors for the purpose of examining into the affairs of the company: the inspectors so appointed shall have the same powers and perform the same duties as inspectors appointed by the Board of Trade, with this exception, that instead of making their report to the Board of Trade they shall make the same in such manner and to such persons as the company in general