Companies (Consolidation) Act, 1908

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COMPANIES (CONSOLIDATION) ACT 1908

[8 Edw. 7. Ch. 69.]

ARRANGEMENT OF SECTIONS.

Constitution and Incorporation.

Prohibition of Large Partnerships.

Section.

1.	Prohibition of partnerships exceeding certain number.

Memorandum of Association.

2.	Mode of forming incorporated company.
3.	Memorandum of company limited by shares.
4.	Memorandum of company limited by guarantee.
5.	Memorandum of unlimited company.
6.	Stamp and signature of memorandum.
7.	Restriction on alteration of memorandum.
8.	Name of company and change of name.
9.	Alteration of objects of company.

Articles of Association.

10.	Registration of articles.
11.	Application of Table A.
12.	Form stamp and signature of articles.
13.	Alteration of articles by special resolution.

General Provisions.

14.	Effect of memorandum and articles.
15.	Registration of memorandum and articles.
16.	Effect of registration.
17.	Conclusiveness of certificate of incorporation.
18.	Copies of memorandum and articles to be given to members.

Associations not for Profit.

19.	Restriction on charitable and other companies holding land.
20.	Power to dispense with “limited” in name of charitable and other companies.

Part II.

Distribution and Reduction of Share Capital, Registration of Unlimited Company as Limited, and Unlimited Liability of Directors.

21.	Provision as to companies limited by guarantee.
22.	Nature of shares.
23.	Certificate of shares or stock.
24.	Definition of member.
25.	Register of members.
26.	Annual list of members and summary.
27.	Trusts not to be entered on register.
28.	Registration of transfer at request of transferor.
29.	Transfer by personal representative.
30.	Inspection of register of members.
31.	Power to close register.
32.	Power of court to rectify register.
33.	Register to be evidence.
34.	Power for company to keep colonial register.
35.	Regulations as to colonial register.
36.	Stamp duties in case of shares registered in colonial registers.
37.	Issue and effect of share warrants to bearer.
38.	Forgery, personation, unlawfully engraving plates, &c.
39.	Power of company to arrange for different amounts being paid on shares.
40.	Power to return accumulated profits in reduction of paid-up share capital.
41.	Power of company limited by shares to alter its share capital.
42.	Notice to registrar of consolidation of share capital, conversion of shares into stock, &c.
43.	Effect of conversion of shares into stock.
44.	Notice of increase of share capital or of members.
45.	Re-organisation of share capital.

Reduction of Share Capital.

Registration of Unlimited Company as Limited.

57.	Registration of unlimited company as limited.
58.	Power of unlimited company to provide for reserve share capital on re-registration.

Reserve Liability of Limited Company.

59.	Reserve liability of limited company.

Unlimited Liability of Directors.

60.	Limited company may have directors with unlimited liability.
61.	Special resolution of limited company making liability of directors unlimited.

Part III.

Management and Administration.

Office and Name.

62.	Registered office of company.
63.	Publication of name by a limited company.

Meetings and Proceedings.

64.	Annual general meeting.
65.	First statutory meeting of company.
66.	Convening of extraordinary general meeting on requisition.
67.	Provisions as to meetings and votes.
68.	Representation of companies at meetings of other companies of which they are members.
69.	Definitions of extraordinary and special resolution.
70.	Registration and copies of special resolutions.
71.	Minutes of proceedings of meetings and directors.

Appointment, Qualification, &c. of Directors.

72.	Restrictions on appointment or advertisement of director.
73.	Qualification of director.
74.	Validity of acts of directors.
75.	List of directors to be sent to registrar.
76.	Form of contracts.
77.	Bills of exchange and promissory notes.
78.	Execution of deeds abroad.
79.	Power for company to have official seal for use abroad.

Prospectus.

80.	Filing of prospectus.
81.	Specific requirements as to particulars of prospectus.
82.	Obligations of companies where no prospectus is issued.
83.	Restriction on alteration of terms mentioned in prospectus or statement in lieu of prospectus.
84.	Liability for statements in prospectus.

Allotment.

85.	Restriction as to allotment.
86.	Effect of irregular allotment.
87.	Restrictions on commencement of business.
88.	Return as to allotments.

Commissions and Discounts.

89.	Power to pay certain commissions, and prohibition of payment of all other commissions, discounts, &c.
90.	Statement in balance sheet as to commissions and discounts.

Payment of Interest out of Capital.

91.	Power of company to pay interest out of capital in certain cases.

Certificates of Shares, &c.

92.	Limitation of time for issue of certificates.

Information as to Mortgages, Charges, &c.

Debentures and Floating Charges.

103.	Perpetual debentures.
104.	Power to re-issue redeemed debentures in certain cases.
105.	Specific performance of contract to subscribe for debentures.
106.	Validity of debentures to bearer in Scotland.
107.	Payments of certain debts out of assets subject to floating charge in priority to claims under the charge.

Statement to be published by Banking and certain other Companies.

108.	Certain companies to publish statement in schedule.

Inspection and Audit.

109.	Investigation of affairs of company by Board of Trade inspectors.
110.	Power of company to appoint inspectors.
111.	Report of inspectors to be evidence.
112.	Appointment and remuneration of auditors.
113.	Powers and duties of auditors.
114.	Rights of preference shareholders, &c. as to receipt and inspection of reports, &c.

Carrying on Business with less than the legal minimum of Members.

115.	Prohibition of carrying on business with fewer than seven or, in the case of a private company, two members.

Service and Authentication of Documents.

116.	Service of documents on company.
117.	Authentication of documents.

Tables and Forms.

118.	Application and alteration of tables and forms.

Arbitrations.

119.	Arbitration between companies and others.

Power to compromise.

120.	Power to compromise with creditors and members.

Meaning of “Private Company.”

121.	Meaning of “private company.”

Part IV .

Winding Up.

Preliminary.

122.	Modes of winding up.

Contributories.

123.	Liability as contributories of present and past members.
124.	Definition of contributory.
125.	Nature of liability of contributory.
126.	Contributories in case of death of member.
127.	Contributories in case of bankruptcy of member.
128.	Provision as to married women.

Winding up by Court.

129.	Circumstances in which company may be wound up by court.
130.	Company when deemed unable to pay its debts.
131.	Jurisdiction to wind up companies in England.
132.	Conduct of winding-up business in High Court in England.
133.	Transfer of proceedings.
134.	Jurisdiction to wind up companies in Ireland.
135.	Jurisdiction to wind up companies in Scotland.
136.	Power in Scotland to remit winding up to Lord Ordinary.
137.	Provisions as to applications for winding up.
138.	Effect of winding-up order.
139.	Commencement of winding up by court.
140.	Power to stay or restrain proceedings against company.
141.	Powers of court on hearing petition.
142.	Actions stayed on winding-up order.
143.	Copy of order to be forwarded to registrar.
144.	Power of court to stay winding up.
145.	Court may have regard to wishes of creditors or contributories.

Official Receiver.

146.	Definition of official receiver.
147.	Statement of company's affairs to be submitted to official receiver.
148.	Report by official receiver.

Liquidators.

Committee of Inspection, Special Manager, Receiver.

160.	Committee of inspection in English winding up.
161.	Power in England to appoint special manager.
162.	Power in England to appoint official receiver as receiver for debenture holders or creditors.

Ordinary Powers of Court.

Extraordinary Powers of Court.

174.	Power to summon persons suspected of having property of company.
175.	Power in England to order public examination of promoters, directors, &c.
176.	Power to arrest absconding contributory.
177.	Powers of court cumulative.

Enforcement of and Appeal from Orders.

178.	Power to enforce orders.
179.	Order for calls on contributories in Scotland.
180.	Enforcement of orders throughout United Kingdom.
181.	Appeals from order.

Voluntary Winding Up.

182.	Circumstances in which company may be wound up voluntarily.
183.	Commencement of voluntary winding up.
184.	Effect of voluntary winding up on status of company.
185.	Notice of resolution to wind up voluntarily.
186.	Consequences of voluntary winding up.
187.	Notice by liquidator of his appointment.
188.	Rights of creditors in a voluntary winding up.
189.	Power to fill vacancy in office of liquidator.
190.	Delegation of authority to appoint liquidators.
191.	Arrangement when binding on creditors.
192.	Power of liquidator to accept shares, &c. as consideration for sale of property of company.
193.	Power to apply to court.
194.	Power of liquidator to call general meeting.
195.	Final meeting and dissolution.
196.	Costs of voluntary liquidation.
197.	Saving for rights of creditors and contributories.
198.	Power of court to adopt proceedings of voluntary winding up.

Winding Up subject to Supervision of Court.

199.	Power to order winding up subject to supervision.
200.	Effect of petition for winding up subject to supervision.
201.	Court may have regard to wishes of creditors and contributories.
202.	Power for court to appoint or remove liquidators.
203.	Effect of supervision order.
204.	Appointment of voluntary liquidator as liquidator in winding up by court in Scotland or Ireland.

Supplemental Provisions.

205.	Avoidance of transfers, &c. after commencement of winding up.
206.	Debts of all descriptions to be proved.
207.	Application of bankruptcy rules in winding up of insolvent English and Irish companies.
208.	Ranking of claims in Scotland.
209.	Preferential payments.
210.	Fraudulent preference.
211.	Avoidance of certain attachments, executions, &c. in case of company registered in England or Ireland.
212.	Effect of floating charge.
213.	Effect in case of company registered in Scotland of diligence within sixty days of winding up by or subject to supervision of court.
214.	General scheme of liquidation may be sanctioned.
215.	Power of court to assess damages against delinquent directors, &c.
216.	Penalty for falsification of books.
217.	Prosecution of delinquent directors, &c.
218.	Penalty on perjury.
219.	Meetings to ascertain wishes of creditors or contributories.
220.	Books of company to be evidence.
221.	Inspection of books.
222.	Disposal of books and papers of company.
223.	Power of court to declare dissolution of company void.
224.	Information as to pending liquidations in England.
225.	Judicial notice of signature of officers.
226.	Special commission for receiving evidence.
227.	Court may order examination of persons in Scotland.
228.	Affidavits, &c. in United Kingdom and colonies.
229.	Companies liquidation account defined.
230.	Investment of surplus funds on general account.
231.	Separate accounts of particular estates.
232.	Certain receipts and fees to be applied in aid of expenditure.
233.	Officers and remuneration.
234.	Annual accounts of English winding up.
235.	Returns by officers in English winding up.
236.	Proceedings of Board of Trade.

Rules and Fees.

237.	Rules and fees for winding up in England.
238.	Powers to make rules of procedure.

Special Provisions as to Stannaries.

239.	Attachment of debt due to contributory on winding up in stannaries court.
240.	Preferential payments in stannaries cases.
241.	Provisions as to mine club funds.

Removal of Defund Companies from Register.

242.	Registrar may strike defunct company off register.

Part V.

Registration Office and Fees.

243.	Registration offices in England, Scotland, and Ireland.
244.	Fees.

Part VI.

Application of Act to Companies formed and registered under former Companies Acts.

245.	Application of Act to companies formed under former Companies Acts.
246.	Application of Act to companies registered under former Companies Acts.
247.	Application of Act to companies re-registered under Companies Act, 1879.
248.	Mode of transferring shares.

Part VII.

Companies authorised to register under this Act.

249.	Companies capable of being registered.
250.	Definition of joint stock company.
251.	Liability of bank of issue unlimited in respect of notes.
252.	Requirements for registration by joint stock companies.
253.	Requirements for registration by other than joint stock companies.
254.	Authentication of statements of existing companies.
255.	Registrar may require evidence as to nature of company.
256.	On registration of banking company with limited liability, notice to be given to customers.
257.	Exemption of certain companies from payment of fees.
258.	Addition of “limited” to name.
259.	Certificate of registration of existing companies.
260.	Vesting of property on registration.
261.	Saving for existing liabilities.
262.	Continuation of existing actions.
263.	Effect of registration under Act.
264.	Power to substitute memorandum and articles for deed of settlement.
265.	Power of court to stay or restrain proceedings.
266.	Actions stayed on winding-up order.

Part VIII .

Winding Up of Unregistered Companies.

267.	Meaning of unregistered company.
268.	Winding up of unregistered companies.
269.	Contributories in winding up of unregistered company.
270.	Power of court to stay or restrain proceedings.
271.	Actions stayed on winding-up order.
272.	Directions as to property in certain cases.
273.	Provisions of Part of Act cumulative.

Part IX.

Companies established outside the United Kingdom.

274.	Requirements as to companies established outside the United Kingdom.
275.	Power of companies incorporated in British possessions to hold lands.

Part X.

Supplemental.

Legal Proceedings, Offences, &c.

276.	Prosecution of offences.
277.	Applications of fines.
278.	Costs in actions by certain limited companies.
279.	Power of court to grant relief in certain cases.
280.	Jurisdiction of stannaries court.
281.	Penalty for false statement.
282.	Penalty for improper use of word “Limited.”

Report by Board of Trade.

283.	Annual Report by Board of Trade.

Authentication of Documents issued by Board of Trade.

284.	Authentication of documents issued by Board of Trade.

Interpretation, &c.

285.	Interpretation.

Repeal of Acts and Transitional Provisions.

CHAPTER 69.

An Act to consolidate the Companies Act, 1862, and the Acts amending it. [21st December 1908.]

BE it enacted by the King'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 :

Companies (Consolidation) Act, 1908 Permanent Page URL

Companies (Consolidation) Act, 1908

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