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A.D. 1928.

Amendment

of s. 70 of

principal Act.

[M.A., p.55.]

member or two members so entitled if he
holds or they together hold not less than
fifteen per cent. of the issued share capital of
the company, or by such other number of
members so entitled as under the articles have 5
the right to demand a poll, so however that
it shall not be necessary in any case for more
than five members to make the demand.”

22. Section seventy of the principal Act (which makes provision with respect to registration and copies 10 of special resolutions) shall be amended as follows:

(a) The following shall be substituted for subsection (1):

"(1) A printed or typewritten copy of every special resolution shall, within fifteen days 15 after the date of the passing thereof, be forwarded to the registrar of companies and recorded by him";

(b) In subsection (3) for the words "a copy" there
shall be substituted the words "a printed or 20
typewritten copy " and the words "in print
shall be omitted;

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(c) In subsection (4) the words "printing or" and the words "or extraordinary" shall be omitted;

(d) In subsection (5) the words "in print" shall 25 be omitted;

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(e) In subsection (6) for the words "and manager there shall be substituted the words "manager, secretary or other officer and every liquidator";

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(f) The following new subsections shall be inserted at the end of the section:

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"(7) This section shall have effect as if references therein to a special resolution included references to every resolution or 35 agreement of any of the following classes, that is to say:

(i) Extraordinary resolutions;

(ii) Resolutions which have been agreed to by all the members of a company, but 40

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which, if not so agreed to, would not have A.D. 1928.
been effective for their purpose unless (as
the case may be) they had been passed
as special resolutions or as extraordinary
resolutions;

(iii) Resolutions or agreements which
have been agreed to by all the members
of some class of shareholders but which,
if not so agreed to, would not have been
effective for their purpose unless they had
been passed by some particular majority
or otherwise in some particular manner,
and all resolutions or agreements which
effectively bind all the members of any
class of shareholders though not agreed to
by all those members;

(iv) Resolutions requiring a company to be wound up voluntarily, passed under paragraph (1) of section one hundred and eighty-two of this Act."

23. Section seventy-two of the principal Act (which Amendment enacts restrictions on the appointment or advertise- of s. 72 of ment of directors) shall be amended as follows:

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(a) In subsection (1) after the words "on behalf of
the company" there shall be inserted the words
or as proposed director of an intended com-
pany in any prospectus issued in relation to
"that intended company":

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(b) The following shall be substituted for paragraph
(ii) of subsection (1):-

"(ii) either signed the memorandum for a
number of shares not less than his qualifica-
tion, if any, or taken from the company and
paid or agreed to pay for his qualification
shares, if any, or signed and filed with the
registrar an undertaking in writing to take
from the company and pay for his qualifica-
tion shares, if any, or made and forwarded
to the registrar a statutory declaration to
the effect that a number of shares, not less
than his qualification, if any, are registered
in his name."

principal Act.

[M.A., p.55.]

A.D. 1928.

Resolutions
passed at
adjourned
meetings.
[R. 37.]

Amendment of s. 75 of principal Act.

[M.A., p.55.]

(c) The following subsections shall be substituted for subsection (3):

"(3) Where a person has signed and filed such an undertaking, he shall, as regards those shares, be in the same position as if 5 he had signed the memorandum for that number of shares.

(4) This section shall not apply to a company not having a share capital, to a private company, nor to a company which was a 10 private company before becoming a public company, nor to a prospectus issued by or on behalf of a company after the expiration of one year from the date on which the company was entitled to commence business.'

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24. Where after the commencement of this Act a resolution is passed at an adjourned meeting of

(a) a company;

(b) the holders of any class of shares in a company; (c) the directors of a company;

(d) any creditors or contributories of a company; the resolution shall for all purposes be treated as having been passed on the date on which it was in fact passed, and shall not be deemed to have been passed on any earlier date.

25. The following shall be substituted for section seventy-five of the principal Act (which provides for the keeping of a register of the directors of a company) :—

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"(1) Every company shall keep at its registered office a register of its directors or managers 30 containing with respect to each of them the following particulars, that is to say

(a) in the case of an individual, his present christian name and surname, any former christian name or surname, his usual 35 residential address, his nationality, and, if that nationality is not the nationality of origin, his nationality of origin, and his business occupation, if any, or, if he has no

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business occupation but holds any other A.D. 1928.
directorship or directorships, particulars of
that directorship or of some one of those
directorships; and

(b) in the case of a corporation, its
corporate name and registered or principal
office.

(2) The company shall, within the periods respectively mentioned in this subsection, send to the registrar of companies a return in the prescribed form containing the particulars specified in the said register and a notification in the prescribed form of any change among its directors or in any of the particulars contained in the register.

For the purposes of this section the period within which the said return is to be sent shall be a period of fourteen days from the appointment of the first directors of the company, and the period within which the said notification of a change is to be sent shall be fourteen days from the happening thereof.

(3) The register to be kept under this section shall during business hours (subject to such reasonable restrictions as the company may by its articles or in general meeting impose, so that not less than two hours in each day be allowed for inspection) be open to the inspection of any member of the company without charge and of any other person on payment of one shilling, or such less sum as the company may prescribe, for each inspection.

(4) If any inspection required under this section is refused or if default is made in compliance with the provisions of subsection (1) or subsection (2) of this section, the company shall be liable in respect of each offence to a fine not exceeding five pounds for every day during which the refusal or default continues, and every director, manager, secretary or other officer of the company who knowingly and wilfully authorises or permits the refusal or default shall be liable to

A.D. 1928.

Provisions

to offers

of shares

or deben

tures for
sale.
[R. 41.]

the like penalty, and the court may by order compel an immediate inspection of the register.

(5) In this section the expression "director" includes any person in accordance with whose directions or instructions the directors of the 5 company are accustomed to act."

26. (1) Where a company allots or agrees to allot with respect any shares in or debentures of the company with a view to all or any of those shares or debentures being offered for sale to the public, any document 10 by which the offer for sale to the public is made shall for all purposes be deemed to be a prospectus issued by the company, and all enactments and rules of law as to the contents of prospectuses and to liability in respect of statements in and omissions from prospec- 15 tuses, or otherwise relating to prospectuses, shall, subject to any necessary modifications, apply and have effect accordingly, as if the shares or debentures had been offered to the public for subscription and as if persons accepting the offer in respect of any shares or debentures 20 were subscribers for those shares or debentures, but without prejudice to the liability, if any, of the persons by whom the offer is made, in respect of mis-statements contained in the document or otherwise in respect thereof.

(2) For the purposes of this Act it shall, unless the contrary is proved, be evidence that an allotment of, or an agreement to allot, shares or debentures was made with a view to the shares or debentures being offered for sale to the public if it is shown

(a) that an offer of the shares or debentures or of any of them for sale to the public was made within six months after the allotment or agreement to allot; or

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(b) that at the date when the offer was made the 35 whole consideration to be received by the

company in respect of the shares or debentures had not been so received.

(3) Section eighty of the principal Act as applied by this section shall have effect as though the persons 40 making the offer were persons named in a prospectus as directors of a company, and section eighty-one of the

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