Perjury. Power to reduce capital. Addition to name. the court, or subject to the supervision of the court, if it appear in the course of such winding-up that any past or present director, manager, officer, or member of such company has been guilty of any offence in relation to the company for which he is criminally responsible, the court may, on the application of any person interested in such winding-up, or of its own motion, direct the official liquidators or the liquidators, as the case may be, to institute and conduct a prosecution or prosecutions for such offence, and may order the costs and expenses to be paid out of the assets of the company. 168. Where a company is being wound-up altogether voluntarily, if it appear to the liquidators conducting such windingup that any past or present director, manager, officer, or member of such company has been guilty of any offence in relation to the company for which he is criminally responsible, it shall be lawful for the liquidators, with the previous sanction of the court, to prosecute such offender; and all expenses properly incurred by them in such prosecution shall be payable out of the assets of the company in priority to all other liabilities. 169. If any person, upon any examination upon oath or affirmation authorised under this Act, or in any affidavit, deposition, or solemn affirmation in or about the winding-up of any company under this Act, or otherwise in or about any matter arising under this Act, wilfully and corruptly gives false evidence, he shall, upon conviction, be liable to the penalties of wilful perjury. The Companies Act, 1867. 30 & 31 VICT. c. 131. 4-8. As to directors with unlimited liability. (a) Reduction of Capital and Shares. 9. Any company limited by shares may, by special resolution(b), so far modify the conditions contained in its memorandum of association, if authorised so to do by its regulations as originally framed, or as altered by special resolution, as to reduce its capital; but no such resolution for reducing the capital of any company shall come into operation until an order of the court is registered by the Registrar of Joint Stock Companies. 10. The company shall, after the date of the passing of any special resolution for reducing its capital, add to its name, until (a) In his work upon the Companies Acts, Mr. Thring says: "It is difficult to imagine any circumstances under which a company can be advised to impose unlimited liability on its directors." It has not, therefore, been thought necessary to set out these sections. (b) See 25 & 26 Vict. c. 89, s. 51, ante, p. 78. such date as the court may fix, the words " and reduced," as the last words in its name, and those words shall until such date be deemed to be part of the name of the company within the meaning of the principal Act. (a) firmation. 11. A company which has passed a special resolution for Order of con reducing its capital may apply to the court by petition for an order confirming the resolution, and on the hearing of the petition, the court, if satisfied that with respect to every creditor of the company who under the provisions of this Act is entitled to object to the reduction, either his consent to the resolution has been obtained, or his debt or claim has been discharged or has determined, or has been secured as hereinafter provided, may make an order confirming the reduction, on such terms and subject to such conditions as it deems fit. object to reduction. 13. Where a company proposes to reduce its capital, every Creditors may creditor of the company who at the date fixed by the court is entitled to any debt or claim which, if that date were the commencement of the winding-up of the company, would be admissible in proof against the company, shall be entitled to object (b) to the proposed reduction, and to be entered in the list of creditors who are so entitled to object. The court shall settle a list of such creditors, and for that purpose shall ascertain as far as possible, without requiring an application from any creditor, the names of such creditors and the nature and amount of their debts and claims, and may publish notices fixing a certain day or days within which creditors of the company who are not entered on the list are to claim to be so entered, or to be excluded from the right of objecting to the proposed reduction. 14. The court may dispense with the consent of a creditor on Court may security for his debt being given by the company as in this dispense with section mentioned. consent. registered. 15. The Registrar of Joint Stock Companies, upon the pro- Order and duction to him of an order of the court confirming the reduction minute to be of the capital of a company, and the delivery to him of a copy of the order and of a minute (approved by the court) showing, with respect to the capital of the company as altered by the order, the amount of such capital, the number of shares in which it is to be divided, and the amount of each share, shall register the order and minute; and, on the registration, the special resolution confirmed by the order so registered shall take effect. Notice of such registration shall be published in such manner as the court may direct. The registrar shall (a) I.e., the 25 & 26 Vict. c. 89. (b) If a creditor does not oppose, he is deemed to consent: (Re Crédit Foncier of England, 11 Eq. 356.) H Minute to form part of memorandum of association. Creditors ignorant. Copy of registered minutes. Concealment of name of creditor. Shares may be subdivided. certify under his hand the registration of the order and minutes, and his certificate shall be conclusive evidence that all the requisitions of this Act with respect to the reduction of capital have been complied with, and that the capital of the company is such as stated in the minute. 16. The minute, when registered, shall be deemed to be substituted for the corresponding part of the memorandum of association of the company, and shall be of the same validity and subject to the same alterations as if it had been originally contained in the memorandum of association; and, subject as in this Act mentioned, no member of the company, whether past or present, shall be liable in respect of any share to any call or contribution exceeding in amount the difference (if any) between the amount which has been paid on such share and the amount of the share as fixed by the minute. 17. Saving of rights of creditors ignorant of the proceedings taken with a view to such reduction. 18. A minute, when registered, shall be embodied in every copy of the memorandum of association issued after its registration; 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 or permit such default shall incur the like penalty. 19. If any director, manager, or officer of the company wilfully conceals the name of any creditor of the company who is entitled to object to the proposed reduction, or wilfully misrepresents the nature or amount of the debt or claim of any creditor of the company, or if any director or manager of the company aids or abets in, or is privy to any such concealment or misrepresentation as aforesaid, every such director, manager, or officer shall be guilty of a misdemeanour. Subdivision of Shares. 21. Any company limited by shares may, by special resolution, (a) so far modify the conditions contained in its memorandum of association, if authorised so to do by its regulations as originally framed or as altered by special resolution, as by subdivision of its existing shares, or any of them, to divide its capital, or any part thereof, into shares of smaller amount than is fixed by its memorandum of association: Provided that in the subdivision of its existing shares the proportion between the amount which is paid and the amount (if any) which is unpaid on each share of reduced amount shall be the same as it was (a) See 25 & 26 Vict. c. 89, s. 51, ante, p. 78. in the case of the existing share or shares, from which the share of reduced amount is derived. tion to be em 22. The statement of the number and amount of the shares Special resoluinto which the capital of the company is divided, contained in bodied in memoevery copy of the memorandum of association issued after the randum. passing of any such special resolution, shall be in accordance with such resolution. Penalty for default the same as in sect. 18. Associations not for Profit. associations not 23. Where an association about to be formed as a limited Special procompany proves to the Board of Trade that it is formed for the visions as to purpose of commerce, art, science, religion, charity, or any other for profit. useful object, and that it is intended to apply the profits in promoting its objects, and to prohibit payment of a dividend to the members, the Board of Trade may by licence direct the same to be registered with limited liability without the addition of the word "limited" to its name. Calls upon Shares. paid and others 24. Nothing contained in the principal Act shall be deemed Some shares to prevent any company under that Act, if authorised by its may be fully regulations as originally framed, or as altered by special resolution, not. from doing any one or more of the following things :(1.) Making arrangements on the issue of shares for a difference between the holders of such shares in the (2.) Accepting from any member of the company who assents (3.) Paying dividend in proportion to the amount paid up on each share in cases where a larger amount is paid up on some shares than on others. 25. Every share in any company shall be deemed and taken Issue and holdto have been issued, and to be held subject to the payment of ing of shares. the whole amount thereof in cash, unless the same shall have been otherwise determined by a contract duly made in writing, or filed with the registrar at or before the issue of such shares. Transfer of Shares. 26. A company shall, on the application of the transferor of Transfer may be any share or interest in the company, enter in its register of registered in members the name of the transferee of such share or interest, in name. transferee's the same manner and subject to the same conditions as if the application for such entry were made by the transferee. Share Warrants to Bearer. 27. A warrant of limited shares fully paid up may be issued to bearer. 28. The shares or stock therein specified may be transferred by the delivery of the share warrant. 29. As to registration of name of bearer of share warrant in register of members. 30. The regulations of the company may make the bearer of a share warrant a member. 31. As to entries to be made in register where share warrant issued. 32. As to particulars in respect of share warrants to be contained in the annual summary under 25 & 26 Vict. c. 89, s. 26 (ante, p. 71). 33. As to stamp duty on share warrants. 34-36. See these sections in Part IV. post. Act Contracts. 37. Contracts on behalf of any company under the principal (2.) Any contract which if made between private persons (3.) Any contract which if made between private persons would by law be valid although made by parol only, and not reduced into writing, may be made by parol on behalf of the company by any person acting under the express or implied authority of the company, and such contract may in the same way be varied or discharged. 38. Every prospectus of a company, and every notice inviting persons to subscribe for shares in any joint-stock company, shall specify the dates and the names of the parties to any contract entered into by the company, or the promoters, directors, or |