land which shall by any Act of Parliament which shall hereafter be passed be incorporated for the purpose of carrying on any undertaking, and this Act shall be incorporated with such Act; and all the clauses and provisions of this Act, save so far as they shall be varied or excepted by any such Act, shall apply to the company which shall be incorporated by any Act, and to the undertaking for carrying on which such company shall be incorporated, so far as the same shall be applicable thereto respectively; and such enactments and provisions, as well as the enactments and provisions of every other Act which shall be incorporated with such Act, shall, save as aforesaid, form part of such Act, and be construed together therewith as forming one Act. 1 Preceding words omitted by 54 & 55 Vict. c. 67. 1845. INTERPRETATIONS IN THIS ACT. And with respect to the construction of this Act, and of other Acts to be incorporated therewith, be it enacted as follows: II. INTERPRETATIONS IN THIS ACT.-" The special Act," " Prescribed, "The undertaking."-The expression "the special Act" used in this Act shall be construed to mean any Act which shall be hereafter passed incorporating or constituting a joint stock company for the purpose of carrying on any undertaking, and with which this Act shall be so incorporated as aforesaid; and the word "prescribed " used in this Act, in reference to any matter herein stated, shall be construed to refer to such matter as shall be prescribed or provided for in the special Act; and the sentence in which such word shall occur shall be construed as if instead of the word "prescribed" the expression "prescribed for that purpose in the special Act" had been used; and the expression "the undertaking" shall mean the undertaking or works, of whatever nature, which shall by the special Act be authorised to be executed.1 1 As to what the "undertaking" includes for borrowing purposes, see Law of Rlys. pp. 807 and 814, and cases there cited; and re Bagnalstown and Wexford R.C. (1867) 1 Ir. R. Eq. And for valuation purposes, Law of Rlys. pp. 843 et seq., and cases referred to. See also as to meaning of "railway" in rating statutes, L. and N. W.R. v. Llandudno Imp. Coms. (1896), 66 L.J. Q.B. 232. 275. III. Interpretations in this and the special Act.-The following words and expressions both in this and the special Act shall have the several meanings hereby assigned to them, unless there be something in the subject or the context repugnant to such construction (that is to say), Number.-Words importing the singular number only shall include the plural number; and words importing the plural number only shall include the singular number: Gender.-Words importing the masculine gender only shall include females: "Lands."-The word "lands" shall extend to houses, lands, tenements, and heritages of any description or tenure: "Lease."-The word "lease" shall include a missive or an agreement for a "Month."-The word "month" shall mean calendar month: or other declaration lawfully substituted for an oath in the case of any D [II.] [3] 8 VICT. Cap. 17. [4] [V.] "County."-The word "county" shall include any ward or other like division of a county: "Justice" “Two justices.”—The word "justice" shall mean justice of the peace acting for the county, city, or place where the matter requiring the cognisance of any such justice shall arise, and who shall not be interested in the matter; and where any matter shall be authorised or required to be done by two justices, the expression "two justices " shall be understood to mean two or more justices assembled and acting together: The company." ."-The expression "the company" shall mean the company constituted by the special Act: "Directors."—The expression "the directors" shall mean the directors of the company, and shall include all persons having the direction of the undertaking, whether under the name of directors, managers, committee of management, or under any other name: "Shareholder." -The word "shareholder" shall mean shareholder, proprietor, or member of the company; and in referring to any such shareholder, expressions properly applicable to a person shall be held to apply to a corporation: and "Secretary."-The expression "the secretary" shall mean the secretary of the company, and shall include the word "clerk.”1 1 See also The Interpretation Act (1889), 52 & 53 Vict. c. 63. "The IV. Short title of the Act.1-In citing this Act in other Acts of Parliament and in legal instruments it shall be sufficient to use the expression Companies Clauses Consolidation (Scotland) Act, 1845." 1 "And be it enacted that" omitted by 54 & 55 Vict. c. 67. V. Form in which portions of this Act may be incorporated with other Acts. And whereas it may be convenient in some cases to incorporate with Acts hereafter to be passed some portion only of the provisions of this Act; be it therefore enacted, that for the purpose of making any such incorporation it shall be sufficient in any such Act to enact that the clauses and provisions of this Act, with respect to the matter so proposed to be incorporated (describing such matter as it is described in this Act in the words introductory to the enactment with respect to such matter), shall be incorporated with such Act; and thereupon all the clauses and provisions of this Act with respect to the matter so incorporated shall, save so far as they shall be expressly varied or excepted by such Act, form part of such Act, and such Act shall be construed as if the substance of such clauses and provisions were set forth therein with reference to the matter to which such Act shall relate.1 1 See Law of Rlys. p. 144, and cases there cited. [VI.] DISTRIBUTION OF CAPITAL. And with respect to the distribution of the capital of the company into shares, be it enacted as follows: VI. Capital to be divided into shares.-The capital of the company shall be divided into shares of the prescribed number and amount; and such shares shall be numbered in arithmetical progression, beginning with number one; and every such share shall be distinguished by its appropriate number. 1 See Law of Rlys. pp. 40 et seq. VII. Shares to be personal estate. All shares in the undertaking shall be personal estate, and transmissible as such, and shall not be of the nature of real estate. VIII. Shareholders.-Every person who shall have subscribed the prescribed sum or upwards to the capital of the company, or shall otherwise have become entitled to a share in the company, and whose name shall have been entered on the register of shareholders hereinafter mentioned, shall be deemed a shareholder of the company,1 and shall be entitled to have one share therein allotted to him in respect of every sum of the prescribed amount so subscribed by him.2 1 See sec. 22, and Law of Rlys. p. 90. As to application for shares and allotment, see Law of Rlys. Part I. chap. i. sec. 1. IX. Registry of shareholders.—The company shall keep a book, to be called the "register of shareholders"; and in such book shall be fairly and distinctly entered, from time to time, the names of the several corporations, and the names and additions of the several persons entitled to shares in the company, together with the number of shares to which such shareholders shall be respectively entitled, distinguishing each share by its number, and the amount of the subscriptions paid on such shares, and the surnames or corporate names of the said shareholders shall be placed in alphabetical order; and such book shall be authenticated by the common seal of the company being affixed thereto; and such authentication shall take place at the first ordinary meeting, or at the next subsequent meeting of the company, and so from time to time at each ordinary meeting of the company.1 1 See East Gloucestershire R.C. v. Bartholomew (1867), L.R. 3 Ex. 15; Inglis v. G.N.R. (1852), 1 Macq. 112; Bain v. Whitehaven R. C. (1850), 7 Bell's App. 79; Cal. and Dum. R. C. v. Lockhart (1855), 17 D. 917; Portal v. Emmens (1876), 1 C.P.D. 201, 664; and Law of Plys. pp. 114, 115. X. Addresses of shareholders.1-In addition to the said register of shareholders, the company shall provide a book, to be called the "shareholders' address book," in which the secretary shall from time to time enter, in alphabetical order, the corporate names and places of business of the several shareholders of the company, being corporations, and the surnames of the several other shareholders with their respective Christian names, places of abode, and descriptions, so far as the same shall be known to the company; and every shareholder, or if such shareholder be a corporation the clerk or agent of such corporation, may at all convenient times peruse such book gratis, and may require a copy thereof or of any part thereof; and for every hundred words so required to be copied, the company may demand a sum not exceeding sixpence. 1 See 31 & 32 Vict. c. 119, sec. 34; and Law of Rlys. p. 91. XI. Certificates of shares to be issued to the shareholders.-On demand of the holder of any share the company shall cause a certificate of the proprietorship of such share to be delivered to such shareholder; and such certificate shall have the common seal of the company affixed thereto; and such certificate shall specify the share in the undertaking to which such shareholder is entitled; and the same may be according to the form in the schedule (A) to this Act annexed, or to the like effect; and for such certificate the company may demand any sum not exceeding the prescribed amount, or if no amount be prescribed, then a sum not exceeding two shillings and sixpence.1 1 Law of Rlys. p. 91. 1845. [VII.] [8] [IX.] [X.] [XI.] 8 VICT. Cap. 17. [XII.] [XIII.] XII. Certificate to be evidence. The said certificate shall be admitted in all courts as prima facie evidence of the title of such shareholder, his executors, administrators, successors, or assigns, to the share therein specified; nevertheless the want of such certificate shall not prevent the holder of any share from disposing thereof. XIII. Certificate to be renewed when destroyed.-If any such certificate be worn out or damaged, then, upon the same being produced at some meeting of the directors, such directors may order the same to be cancelled, and thereupon another similar certificate shall be given to the party in whom the property of such certificate, and of the share therein mentioned, shall be at the time vested; or if such certificate be lost or destroyed, then, upon proof thereof to the satisfaction of the directors, a similar certificate shall be given to the party entitled to the certificate so lost or destroyed; and in either case a due entry of the substituted certificate shall be made by the secretary in the register of shareholders; and for every such certificate so given or exchanged the company may demand any sum not exceeding the prescribed amount, or if no amount be prescribed, then a sum not exceeding two shillings and sixpence. [XIV.] [XV.] TRANSFER OF SHARES. And with respect to the transfer or transmission of shares, be it enacted as follows: XIV. Transfer of shares to be by deed duly stamped.-Subject to the regulations herein or in the special Act contained, every shareholder may sell and transfer all or any of his shares in the undertaking, or all or any part of his interest in the capital stock of the company, in case such shares shall, under the provisions hereinafter contained, be consolidated into capital stock; and every such transfer shall be by deed duly stamped, in which the consideration shall be truly stated; and such deed may be according to the form in the schedule (B) to this Act annexed, or to the like effect.1 1 As to the transfer of shares, see Law of Rlys. pp. 49-54, and cases there cited; also ibid. Part II. chap. iii. sec. 4, on liability to calls, pp. 103 et seq. As to transfer of scrip without registration, East Lothian R.C. v. Peffers (1849), 11 D. 1184. .1 XV. Regulating the form of transfers of shares.-. . . All transfers of shares of the 2 company shall be valid and effectual if executed according to the usual mode of executing such instruments either in England or Scotland, or partly according to the one and partly according to the other. 1 Preceding words omitted by 53 & 54 Vict. c. 67. 2 'Said" omitted. XVI. Transfers of shares to be registered, etc.—The said deed of transfer (when duly executed) shall be delivered to the secretary, and be kept by him; and the secretary shall enter a memorial thereof in a book to be called the "Register of Transfers," and shall endorse such entry on the deed of transfer, and shall, on demand, deliver a new certificate to the purchaser; and for every such entry, and endorsement and certificate, the company may demand any sum not exceeding the prescribed amount, or if no amount be prescribed, then a sum not exceeding two shillings and sixpence; and on the request of the purchaser of any share an endorsement of such transfer shall be made on the certificate of such share, instead of a new certificate being granted; and such endorsement, being signed by the secretary, shall be considered in every respect the same as a new certificate; and until such transfer has been so delivered to the secretary as aforesaid, the vendor of the share shall continue liable to the company for any calls that may be made upon such share, and the purchaser of the share shall not be entitled to receive any share of the profits of the undertaking, or to vote in respect of such share. 1 Law of Plys. p. 51; also Shaw v. C.R. (1888) 15 R. 504, (1890) 17 R. 466. Law of Plys. pp. 51, 54, and 103 et seq. Also Shaw v. Rowley (1847), 16 M. & W. 810; and in re Hall (1853), 7 R.C. 503. XVII. Transfers not to be made until all calls paid.—No shareholder shall be entitled to transfer any share after any call shall have been made in respect thereof, until he shall have paid such call, nor until he shall have paid all calls for the time being due on every share held by him.1 1 See Ardrossan R.C. v. Glasgow, Kilmarnock, and Ardrossan R. C. (1850), 12 D. 687 ; and Law of Rlys. pp. 49, 108-110, and cases there cited. XVIII. Closing of transfer books. It shall be lawful for the directors to close the register of transfers for the prescribed period, or if no period be prescribed, then for a period not exceeding fourteen days previous to each ordinary meeting, and they may fix a day for the closing of the same, of which seven days' notice shall be given by advertisement in some newspaper as after mentioned; and any transfer made during the time when the transfer books are so closed shall, as between the company and the party claiming under the same, but not otherwise, be considered as made subsequently to such ordinary meeting. XIX. Transmission of shares by other means than transfer to be authenticated by a declaration. If the interest in any share have become transmitted in consequence of the death or bankruptcy or insolvency of any shareholder, or in consequence of the marriage of a female shareholder, or by any other lawful means than by a transfer according to the provisions of this or the special Act, such transmission shall be authenticated by a declaration in writing as hereinafter mentioned, or in such other manner as the directors shall require; and every such declaration shall state the manner in which and the party to whom such share shall have been so transmitted, and shall be made and signed by some credible person before a sheriff or justice, and such declaration shall be left with the secretary, and thereupon he shall enter the name of the person entitled under such transmission in the register of shareholders; and for every such entry the company may demand any sum not exceeding the prescribed amount, and where no amount shall be prescribed then not exceeding five shillings; and until such transmission has been so authenticated no person claiming by virtue of any such transmission shall be entitled to receive any share of the profits of the undertaking, nor to vote in respect of any such share as the holder thereof.1 1 Morrison v. Harrison (1876), 3 R. 406. See also Barton v. L. and N. W.R. (1889), 24 Q.B.D. 77. XX. Proof of transmission by marriage, will, etc.-If such transmission be by virtue of the marriage of a female shareholder, the said declaration shall contain a copy of the register of such marriage, or other particulars of the celebration or effecting thereof, and shall declare the identity of the wife with the holder of such share; and if such transmission have taken place by virtue of any testamentary instrument, or by intestacy, the probate of the will or the letters of administration, or an official extract therefrom, obtained from any prerogative court if granted in England, or a testament testamentary or testament dative if expede in Scotland or an official extract thereof, shall, 1845. [XVI.] [XVII.] [18] [19] |