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JOINT STOCK BANKING COMPANIES ACT 1857
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CAP. XLIX.
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An Act to amend the Law relating to Banking Companies. [17th August 1857.]
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‘WHEREAS it is expedient to amend the Law relating to Copartnerships and Companies carrying on the Business of Banking, and herein-after included under the Term Banking Companies:’ Be it 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:
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Preliminary.
Short Title.
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I. This Act may be cited for all Purposes as “The Joint Banking Companies Act, 1857.”
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Joint Stock Companies Acts to be incorporated.
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II. The Joint Stock Companies Acts, 1856, 1857, shall be deemed to be incorporated with and to form Part of this Act.
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Registration of existing Banking Companies.
Sect 2. of 19 & 20 Vict c. 47. repealed.
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III. The Second Section of the Joint Stock Companies Act, 1856, shall be repealed so far as relates to Persons associated together for the Purpose of Banking, subject to this Provision, that no existing or future Banking Company shall be registered as a Limited Company.
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Banking Companies required to register under this Act.
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IV. Every Banking Company consisting of Seven or more Persons, and formed under the Acts following, or either of them, that is to say,
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(1.) An Act passed in the Eighth Year of the Reign of Her present Majesty, Chapter One hundred and thirteen, and intituled An Act to regulate Joint Stock Banks in England,
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(2.) An Act passed in the Tenth Year of the Reign of Her present Majesty, Chapter Seventy-five, and intituled An Act to regulate Joint Stock Banks in Scotland and Ireland, shall, on or before the First Day of January One thousand eight hundred and fifty-eight, register itself as a Company under this Act.
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Penalty on Neglect to register.
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V. If any Banking Company hereby required to register under this Act makes default in registering on or before the said First Day of January One thousand eight hundred and fifty-eight, then, from and after such Day, until the Day on which such Company is registered under this Act, the following Consequences shall ensue; (that is to say,)
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(1.) The Company shall be incapable of suing either at Law or in Equity, but shall not be incapable of being made a Defendant to a Suit either at Law or in Equity:
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(2.) No Dividend shall be payable to any Shareholder in such Company:
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(3.) Each Director or Manager of the Company shall for each Day during which the Company is in default incur a Penalty of Five Pounds, and such Penalty may be recovered by any Person, whether a Shareholder or not in the Company, and be applied by him to his own Use:
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Nevertheless such Default shall not render the Company so being in default illegal, nor subject it to any Penalty or Disability, other than as specified in this Section.
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Banking Companies permitted to register under this Act.
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VI. Any Banking Company, consisting of Seven or more Persons, having a Capital of fixed Amount and divided into Shares also of fixed Amount, legally carrying on the Business of Banking previously to the passing of this Act, and not being a Company hereby required to be registered, may at any Time hereafter, with the Assent of a Majority of such of its Shareholders as may have been present in Person, or in Cases where Proxies are allowed by the Regulations of the Company, by Proxy, at some General Meeting summoned for the Purpose, register itself as a Company other than a Limited Company under this Act, and when so registered all such Provisions contained in any Act of Parliament, Letters Patent, or Deed of Settlement constituting or regulating the Company, as are inconsistent with the Joint Stock Companies Acts, 1856, 1857, or with this Act, shall no longer apply to the Company so registered; but such Registration shall not take away or affect any Powers previously enjoyed by such Company of Banking, issuing Notes payable on Demand, or of doing any other Thing.
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Existing Companies not to pay Fees.
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VII. No Fees shall be payable in respect of the Registration under this Act of any Banking Company existing at the Time of the passing of this Act.
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Registration under this Act not to affect Obligations incurred previously to Registration.
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VIII. The Registration under this Act of any Banking Company existing at the Time of the passing of this Act, and hereby required or authorized to be registered, shall not affect or prejudice the Liability of such Company to have enforced against it or its Right to enforce any Debt or Obligation incurred, or any Contract entered into by, to, with, or on account of such Company, previously to such Registration, and all such Debts, Obligations, and Contracts shall be binding on the Company when so registered, and the other Parties thereto, to the same Extent as if such Registration had not taken place.
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Saving of Liabilities of Persons holding Shares before Registration under Act.
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IX. Every Person who at or previously to the Date of the Registration under this Act of any Banking Company hereby required or authorized to be registered may have held Shares in such Company shall, in the event of the same being wound up by the Court or voluntarily, be liable to contribute to the Assets of the Company the same Amount that he would if this Act had not been passed have been liable to pay to the Company, or for or on account of any Debt of the Company in pursuance of any Action, Suit, Judgment, or other legal Proceeding that might, if this Act had not been passed, have been instituted or enforced against himself or the Company.
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Continuation of existing Actions and Suits.
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X. All such Actions, Suits, and other legal Proceedings as may at the Time of the Registration under this Act of any Company hereby required or authorized to be registered have been commenced by or against such Company or the Public Officer thereof may be continued in the same Manner as if such Registration had no taken place; nevertheless Execution shall not issue against the Effects of any individual Shareholder in or Member of such Company upon any Judgment, Decree, or Order obtained against such Company in any Action, Suit, or Proceeding so commenced as aforesaid; but, in the event of the Property and Effects of the Company being insufficient to satisfy such Judgment, Decree, or Order, an Order may be obtained for winding up the Company in manner directed by the Joint Stock Companies Acts, 1856, 1857.
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Winding up of the Banking Companies.
Certain Acts not to apply to Companies registered under this Act or Acts incorporated herewith.
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XI. The following Acts, that is to say,
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(1.) The Act of the Eleventh Year of the Reign of Her present Majesty, Chapter Forty-five,
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(2.) The Act of the Thirteenth Year of the Reign of Her present Majesty, Chapter One hundred and eight,
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(3.) The Act of the Eighth Year of the Reign of Her present Majesty, Chapter One hundred and eleven,
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(4.) The Act of the Ninth Year of the Reign of Her present Majesty, Chapter Ninety-eight, shall not apply to Companies registered under this Act or under the Acts incorporated herewith or either of them; and all Companies so registered shall be wound up in manner directed by the said incorporated Acts.
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Repeal.
7 & 8 Vict. c. 113. and 9 & 10 Vict. c. 75. repealed.
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XII. The above-mentioned Acts, that is to say,
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The said Act passed in the Eighth Year of the Reign of Her present Majesty, Chapter One hundred and thirteen, and
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The said Act passed in the Tenth Year of the Reign of Her present Majesty, Chapter Seventy-five, shall forthwith be repealed as respects any Banking Company to be formed hereafter, and shall, from and after such Time as any Company formed in pursuance of such Acts or either of them may have registered as a Company under this Act, but not before, be repealed as respects the Company so registered; and the Articles of Table B. in the Schedule annexed to the Joint Stock Companies Act, 1856, relating to “Shares,” to “Transmission of Shares,” and to “Forfeiture of Shares,” and numbered from One to Nineteen, both inclusive, shall, from and after such Time as last aforesaid, but subject to the Power of Alteration conferred by the Joint Stock Companies Acts, 1856, 1857, be deemed to be Regulations of any Company formed in pursuance of the said Acts passed in the Eighth and Tenth Years of Her present Majesty; nevertheless such Repeal shall not affect any Penalty, Forfeiture, or other Punishment incurred or to be incurred in respect of any Offence against any Acts hereby repealed committed before such Repeal comes into operation; and notwithstanding anything contained in the said Act of the Eighth Year of the Reign of Her present Majesty, Chapter One hundred and thirteen, of in any other Act, it shall be lawful for any Number of Persons, not exceeding Ten, to carry on in Partnership the Business of Banking in the same Manner and upon the same Conditions in all respects as any Company, if not more than Six Persons, could before the passing of this Act have carried on such Business.
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Formation of new Banking Companies.
New Banking Companies.
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XIII. Seven or more Persons associated for the Purpose of Banking may register themselves under this Act as a Company other than a Limited Company, subject to this Condition, that the Shares into which the Capital of the Company is divided shall not be of less Amount than One hundred Pounds each; but not more than Ten Persons shall after the passing of this Act, unless registered as a Company under this Act, form themselves into a Partnership for the Purpose of Banking, or if so formed carry on the Business of Banking.
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Examination of Affairs in Company.
One Third in Number and Value of Shareholders to apply for Inspectors.
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XIV. No Appointment of Inspectors to examine into the Affairs of any Banking Company shall be made by the Board of Trade, in pursuance of the Joint Stock Companies Act, 1856, except upon the Application of One Third at the least in Number and Value of the Shareholders in such Company.
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Nineteenth Section of Joint Stock Companies Act not to apply.
Sect. 19. of 19 & 20 Vict. c. 47. not applicable to Companies in Scotland.
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XV. The Nineteenth Section of the Joint Stock Companies Act, 1856, shall not apply to any Banking Company in Scotland registered under this Act.
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Transfer of Trust Property.
Transfer of Trust Property to Company.
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XVI. All such Estate or Interest in Real and Personal Property in England and Ireland, and in Property, Heritable and Moveable, in Scotland, and all such Deeds, Bonds, Obligations, and Rights as may belong to or be vested in any Person or Persons in trust for any Banking Company at the Date of its Registration under this Act, or in trust for any other Company at the Date of its Registration under the Joint Stock Companies Acts, 1856, 1857, shall immediately on Registration vest in such Banking or other Company; but no Merger shall take place of any Estates by reason of their uniting in the Company under this Section, without the express Consent of the Company, certified by some Instrument under their Common Seal.
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Banking Companies not registered as such.
Liability of Banking Company that is not registered as such.
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XVII. If, through Inadvertence or otherwise, a Company that is in fact a Banking Company has, previously to the passing of this Act, been registered as a Limited Company under the Joint Stock Companies Act, 1856, or if, through Inadvertence or otherwise, a Company that is in fact a Banking Company is hereafter registered under the said Joint Stock Companies Acts, 1856, 1857, as a Limited Company, any Company so registered shall not be illegal, nor shall the Registration thereof be invalid, but it shall be subject to the following Liabilities; that is to say,
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(1.) Any Creditor or Member of the Company may petition the Court to have it wound up, and the Fact of its being registered as a Limited Company shall of itself be a sufficient Circumstance on which an Order shall be made for winding up the same:
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(2.) In the event of such Company being wound up the Contributories shall, whether the Company is or not registered as a Limited Company, be liable to contribute to the Assets of the Company to an Amount sufficient to pay its Debts, and the Costs, Charges, and Expenses of winding up the same.
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Saving Clauses.
Exemption of certain existing Banking Companies from Joint Stock
Companies Acts.
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XVIII. The Joint Stock Companies Acts, 1856, 1857, shall not apply to any Banking Company legally carrying on the Business of Banking previously to the passing of this Act, and not hereby required to be registered, until such Time as such Company registers itself under this Act, in pursuance of the Power hereby given in that Behalf.
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Not to affect Provisions of 7 & 8 Vict. c. 32. and 8 & 9 Vict. c. 38.
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XIX. Nothing herein contained shall affect an Act passed in the Eighth Year of the Reign of Her present Majesty, and intituled An Act to regulate the Issue of Bank Notes, and for giving to the Governor and Company of the Bank of England certain Privileges for a limited Period, or an Act passed in the Ninth Year of the Reign of Her present Majesty, Chapter Thirty-eight, intituled An Act to regulate the Issue of Bank Notes in Scotland, or any other Act relating to the Issue or Circulation of Bank Notes.
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