No. CCCCIX. An Act or Bill for the dissolution of a Joint-Stock Company (1). 1. The notice of application to Parliament (2). 2. The petition to Parliament (Lords or Commons) for leave to bring in the Bill (3). To &c. (4). The humble Petition of the directors and trustees of a cer- on behalf of themselves and other the proprietors of the SHEWETH, That under or by virtue of certain articles of covenant and agreement indented, bearing date on or about the in the year day of (enrolled in his Majesty's High Court of Common Pleas) and made or expressed to be made BETWEEN (parties to the deed of copartnership or settlement), they the said parties formed themselves into a copartnership company for the term of years, for the purpose of, &c. [as the case may be], under the firm of, &c. for the benefit of the said members and proprietors, with a capital of sterling, composed (1) See ante, "PRACTICAL DIRECTIONS", chap. II. sec. v. (2) This will be such as is required by the deed establishing the company. (3) See ante, "PRACTICAL DIRECTIONS ", ub. sup. pl. 2. (4) See ante, p. 46. PARLIAMENTA RY FORMS. Private Act Company (dissolving). PARLIAMENTA RY FORMS. Private Act Company (dissolving). of numerical shares of each, to be paid at the times and in the manner therein specified, and which said sum was accordingly subscribed and the whole thereof paid. That in or about the year the capital stock of the said company was, in pursuance of provisions in the said deed or other additional shares That in or about the year were, in pursuance of the provisions aforesaid, issued in further increase of the capital of the said company, amounting to the sum of or thereabouts, which said last mentioned shares, added to the former additional shares, increased the capital of the said company to the sum of in the whole. in the city of That the said company purchased extensive premises in in the parish of in the county of on their and for the purpose of carrying concerns; and the said premises, by various assurances and acts in the law, were conveyed unto or otherwise vested in the said in trust for the said company. And the said company subsequently expended a very large sum of money in adapting the said premises to the business and concerns thereof. That the said last mentioned premises are now vested in your petitioners or in some of them, in trust for themselves and other the proprietors of or in the said company, and other premises since purchased by the said company are also vested in trustees or a trustee for the said company. That in and by the said copartnership deed it was amongst other things provided and declared, that the arrangement of the concerns of the said company should be intrusted to the directors thereof for the time being, who should call general and other meetings of the several members thereof, and as they should see occasion: But that no holder of shares in the said company, or any representative of such, should be entitled to vote at such or other meetings of proprietors, until approved of by the directors of the company for the time being, and their shares therein should have been registered in the books of the company in pursuance of notice given to the said company of their respective titles to such shares, and that in default thereof, for the space of after the accruer of such title, the said shares should be forfeited for the benefit of other the members of the said company. That all dividends of proprietors should also be forfeited if not claimed within the like period. And your petitioners further shew, that numerous omissions have occurred since the establishment of the said company with respect to the registry of shares and the names and places of abode of the shareholders, by representation and otherwise, for the time being, and also in the claiming of dividends within the time limited by the said deed, in consequence whereof forfeitures and disabilities of voting at general meetings of proprietors have been incurred to an extent unknown, and incapable of being with certainty ascertained by your petitioners. That it is further required by the said deed that notice of all general meetings of proprietors should be given by the directors days previously thereto, by letter addressed to every of the shareholders at his, her or their last respective places or reputed places of abode; and in particular, that in case the affairs of the said company should, in the opinion of any of the directors thereof for .the time being, be in a doubtful state with respect to its solvency or prosperity, a special general meeting should be forthwith convened, of the shareholders, on the subject thereof, but that in order to a dissolution of the company before the period limited by the said deed, a majority of of the members present at such meeting, and the like majority at two subsequent meetings, to be specially convened on the same subject, should determine upon and resolve the same. And that in case of such dissolution the estates and effects of the company should be forthwith sold, and the produce thereof divided amongst the several proprietors thereof for the time being, according to their respective shares and interests in the capital stock of the company. That your petitioners upon examining into the present state of the affairs of the said company are of opinion that the same can no longer be carried on by them to the advantage of the proprietors, and that a continuance thereof might be attended with considerable loss and inconvenience to themselves and others, and therefore that the same ought to be discontinued and dissolved, and the affairs thereof finally wound-up and closed. That your petitioners are consequently desirous of convoking a general meeting of the said proprietors agreeably to the provisions in the said copartnership deed in that behalf, for the purpose of laying the state of the affairs of the said company before them, and proposing and recommending a dissolution of the said company and a general winding-up of its concerns. PARLIAMENTA.. RY FORMS. Private Act Company (dissolving). PARLIAMENTA RY FORMS. Private Act Company (dissolving). But that your petitioners are unable to convoke such general meeting in conformity to the provisions of the said deed, by reason of such omission of registry as aforesaid, and of a very considerable number of the said proprietors being dead, and their representatives, if any, unknown or absent beyond the seas or in other distant parts, and that others of the said proprietors are minors or trustees, and incompetent to deliberate upon or give their consent to the matters aforesaid. That the estates and effects of the said company being of a very large amount, and a great part thereof consisting of real estates and monies outstanding upon various securities, if a dissolution of the company could be effected under the provisions of the said deed, yet for the reasons aforesaid and by reason of the said company not being a corporate body, your petitioners on the part of the said company or any others would be unable to make sale of or get in the same or some parts thereof, or distribute the produce thereof amongst the several persons who may be entitled thereto, and procure effectual releases for the same, or being otherwise indemnified in regard thereto without the aid and sanction of Parliament: your petitioners therefore humbly pray, that they may by such ways and means as Parliament may think just, be enabled to dissolve the said partnership company thereupon, and make sale of the real and other estates of the said company, and get in the debts and effects belonging thereto; and that all and every person and persons, whether proprietors or others, who may hold or in whom is vested any part or parts of the real or personal estates or effects of the said company in trust for the same company, whether solely for the other proprietors thereof or for such proprietors jointly with himself or themselves, may convey or concur in conveying and transferring the same to the purchaser or the several purchasers or assignees thereof; and that your petitioners may be authorized and enabled to divide and apply under and according to the trusts and directions of the said co-partnership deed, the money to arise from the sales, dispositions and means aforesaid, to and amongst the several persons who may be entitled thereto (so far as the same can be ascertained,) in pursuance of and in conformity to the said deed of co-partnership, and that all doubts and disputes relative thereto may be ended and determined by references to general meetings and otherwise as thereby directed, unless the wisdom of Parliament shall otherwise think fit. That for all and every the purposes aforesaid, and other matters and things relating thereto, notice in the Gazette may be deemed personal, or other sufficient notice to the members and pro prietors of the said company and others in anywise interested or concerned therein. That for the purposes also aforesaid, your petitioners be able to Your petitioners therefore humbly pray, that leave may be (Directors and Trustees.) PARLIAMENTA RY FORMS. Private Act Company (dissolving). 2. THE BILL (1). An Act for dissolving a certain Partnership Company, known by ," and for enabling 66 the name of WHEREAS by articles of covenant and agreement of copartner- Recital of deed day of of copartnership, , establishing the ship, bearing date on or about the and therein (1) See ante, "PRACTICAL DIRECTIONS", chap. II. |