PART III - Management And Administration
Provisions For Protection Of Creditors
Registered office of company
77. Every company under this Act shall have a registered office, to which all
communications and notices may be addressed. If any company under this Act
carries on business without having such an office, it shall incur a penalty not
exceeding twenty-four dollars for every day during which business is so carried
on.
Notice of situation of registered office.
78. Notice of the situation of such registered office, and of any change therein,
shall be given to the Registrar, and recorded by him. Until such notice is given
the company shall not be deemed to have complied with the provisions of this
Act with respect to having a registered office.
Publication of name by a limited company.
79. Every limited company under this Act, whether limited by shares or by
guarantee, shall paint or affix, and keep painted or affixed, its name on the outside
of every office or place which the business of the company is carried on, in a
conspicuous position, in letters easily legible, and shall have its name engraved in
legible characters on its seal, and shall have its name engraved in legible
characters in all notices, advertisements, and other official publications of such
company, and in all bills of exchange, promissory notes, endorsements, cheques,
and orders for money or goods purporting to be signed by or on behalf of such
company, and in all bills of parcels, invoices, receipts and letters of credit of the
company.
Penalties on non-publication of name
80. If any limited company under this Act does not paint or affix, and keep
painted or affixed, its name in manner by this Act, it shall be liable to a penalty
not exceeding twenty-four dollars for not so painting or affixing its name, for
every day during which such name is not so kept painted or affixed; and every
director and manager of the company who shall knowingly and wilfully authorize
or permit such default shall be liable to the like penalty; and if any director,
manager, or officer of such company, or any person on its behalf, uses or
authorizes the use of any seal purporting to be the seal of the company whereon
its name is not so engraven as aforesaid, or issues or authorizes the issue of any
notice, advertisement, or other official publication of such company, or signs or
authorizes to be signed on behalf of such company any bill of exchange,
promissory note, endorsement, cheque, order for money or goods, or issues or
authorizes to be issued any bill of parcels, invoice, receipt, or letter of credit of the
company, wherein its name is not mentioned in manner aforesaid, he shall be
liable to a penalty of two hundred and forty dollars, and shall further be
personally liable to the holder of any such bill of exchange, promissory note,
cheque, or order for money or goods, for the amount thereof, unless the same is
duly paid by the company.
Register of mortgages
81. Every limited company under this Act shall keep a register of all
mortgages and charges specifically affecting property of the company, and shall
enter in such register, in respect of each mortgage or charge, a short description
of the property mortgaged or charged, the amount of charge created, and the
names of the mortgagees or persons entitled to such charge. If any property of
the company is mortgaged or charged without such entry as aforesaid being
made, every director, manager, or other officer of the company, who knowingly
and wilfully authorizes or permits the omission of such entry, shall incur a
penalty not exceeding two hundred and forty dollars.
The register of mortgages required by this section shall be open to inspection by
any creditor or member of the company at all reasonable times; and if such
inspection is refused, any officer of the company refusing the same, and every
director and manager of the company authorizing or wilfully and knowingly
permitting such refusal, shall incur a penalty not exceeding twenty-four dollars,
and a further penalty not exceeding nine dollars and sixty cents for every day
during which such refusal continues; and, in addition to the above penalty, the
Court may, by order, compel an immediate inspection of the register.
Certain companies to publish statement entered in First Schedule
82.(1) Every deposit, provident or benefit society under this Act shall,
before it commences business, and also on the first Monday of February and the
first Monday in August in every during which it carries on business, make a
statement in the table marked D in the First Schedule, or as near thereto as
circumstances will admit; and a copy of such statement shall be put up in a
conspicuous place in the registered office of the company, and in every branch
office or place where the business of the company is carried on; and, if default is
made in compliance with the provisions of this section, the company shall be
liable to a penalty not exceeding twenty-four dollars for every day during which
such default continues, and every director or manager of the company who shall
knowingly and wilfully authorize or permit such default shall incur the like
penalty.
(2) Every member and every creditor of any company mentioned in this
section shall be entitled to a copy of the above-mentioned statement on payment
of a sum not exceeding twelve cents.
List of directors to be sent to Registrar.
83. Every company under this Act, and not having a capital divided into
shares, shall keep at its registered office, a register containing the names and
addresses and the occupations of its directors or managers, and shall send to the
Registrar a copy of such register, and shall from time to time notify to the
Registrar any change that takes place in such directors or managers.
Penalty on company not keeping register of directors.
84. If any company under this Act, and not having a capital divided into
shares, makes default in keeping a register of its directors and managers, or in
sending a copy of such register to the Registrar in compliance with the foregoing
rules, or in notifying to the Registrar any change that takes place in such directors
or managers, such delinquent company shall incur a penalty not exceeding
twenty-four dollars for every day during which such default continues, and every
director or manager of the company who shall knowingly and wilfully authorize
or permit such default shall incur the like penalty.
Promissory notes and bills of exchange.
85. A promissory note or bill of exchange shall be deemed to have been made,
accepted, or endorsed on behalf of any company under this Act, if made,
accepted or endorsed in the name of the company by any person acting under the
authority of the company, or if made, accepted, or endorsed by or on behalf or on
account of the company, by any person acting under the authority of the
company.
Prohibition against carrying on business with less than a
certain number of members
86. If at any time the number of members of a company is reduced, in the case
of a private company, below two, or, in the case of any other company below
five, and it carries on business for a period of six months while the number is so
reduced, every person who is a member of the company during the time that it so
carries on less than a business after such period of six months and is cognizant of
the fact that it is carrying on business with fewer than two members, or five
members, as the case may be, shall be severally liable for the payment of the
whole debts of the company contracted during such time, and may be sued for
the same without joinder in the action of any other member.
Provisions For Protection Of Members
Company to hold meeting within four months after registration.
87. Every company formed under this Act shall hold a general meeting within
four months after its Memorandum of Association is registered, and, if such
meeting is not held, the company shall be liable to a penalty not exceeding
twenty-four dollars a day for every day after the expiration of such four months
until the meeting is held, and every director or manager of the company, and
every subscriber of the Memorandum of Association, who knowingly authorizes
or permits such default, shall be liable to the same penalty.
General meeting of company.
88. A general meeting of every company under this Act shall be held once at
the least in every year.
Power to alter regulations by special resolution.
89. Subject to the provisions of this Act, and to the conditions contained in the
of Association, any company formed under this Act, may in
general meeting, from time to time by passing a special resolution in manner
hereinafter mentioned, alter all or any of the regulations of the company contained
in the Articles of Association, or in the table marked. A in the First Schedule
where such table is applicable to the company, or make new regulations to the
exclusion of, or in addition to, all or any of the regulations of the company; and
any regulations so made by special resolution shall be deemed to be regulations
of the company, of the same validity as if they had been originally contained in
the Articles of Association, and shall be subject in like manner to be altered or
modified by any subsequent special resolution.
Definition of special resolution.
90. A resolution passed by a company under this Act, shall be deemed to be
special whenever a resolution has been passed by a majority of not less than
three-fourths of such members of the company, for the time being entitled
according to the regulations of the company to vote, as may be present, in person
or by proxy (in cases where by the regulations of the company, proxies are
allowed), at any general meeting of which notice specifying the intention to
propose such resolution has been duly given. At any meeting mentioned in this
section, unless a poll is demanded by at least two members, a declaration of the
chairman that the resolution has been carried shall be deemed conclusive evidence
of the fact, without proof of the number or proportion of the votes recorded in
favour of or against the same. Notice of any meeting shall, for the purposes of
this section, be deemed to be duly given, and the meeting to be duly held,
whenever such notice is given and the meeting held in manner prescribed by the
regulations of the company. In computing the majority under this section, when
a poll is demanded, reference shall be made to the number of votes to which each
Provision where no regulations as to meetings.
91. In default of any regulations as to voting every member shall have one
vote, and in default of any regulations as to summoning general meetings, a
meeting shall be held to be duly summoned of which seven days, notice in
writing has been served on every member in manner in which notices are
required to be served by the table marked A in the First Schedule; and in default
of any regulations as to the persons to summon meetings, two members shall be
competent to summon the same, and in default of any regulation as to who is to
be chairman of such meeting, it shall be competent for any person elected by the
members present to preside.
Registry of special resolutions.
92. A copy of any special resolution that is passed by any company under this
Act shall be printed and forwarded to the Registrar of Joint Stock Companies and
be recorded by him. If such copy is not so forwarded within fifteen days from
the date of confirmation of the resolution, the company shall incur the penalties
specified hereinafter -
Period of Delay Penalty per Centum
Not exceeding 1 month 20% of the fee for recording the resolution.
Exceeding 1 month but 50% of the fee for recording the resolution.
not exceeding 3 months
Exceeding 3 months but 100% of the fee for recording the resolution.
not exceeding 12 months
Exceeding 12 months 100% of the fee for recording the resolution
for each year of default.
Copies of special resolutions.
93. Where Articles of Association have been registered, a copy of every
special resolution for the time being in force shall be annexed to or embodied in
every copy of the Articles of Association that may be issued after the passing of
such resolution. Where no Articles of Association have been registered, a copy of
any special resolution shall be forwarded to any member requesting the same on
payment of twenty-four cents; or such less sum as the company may direct; and
if any company makes default in complying with the provisions of this section, it
shall incur a penalty not exceeding four dollars and eighty cents for each copy in
respect of which such default is made; and every director and manager of the
company who shall knowingly and wilfully authorize or permit such default,
shall incur the like penalty.
Execution of deeds abroad.
94. Any company under this Act may, by instrument in writing under its
common seal, empower any person, either generally, or in respect of any
specified matters, as its attorney, to execute deeds on its behalf in any place not
situate in the Territory; and every deed signed by such attorney, on behalf of the
company, and under his seal, shall be binding on the company, and have the
same effect as if it were under the common seal of the company.
Examination of affairs of company by inspectors.
95. The Governor may appoint one or more competent inspectors to examine
into the affairs of any company under this Act, and to report thereon in such
manner as the Governor may direct, upon the application following, that is to say
(a) in the case of any company that has a capital divided into
shares, upon the application of members holding not less than
one-fifth part of the whole shares of the company for the time
being issued;
(b) in the case of any company not having a capital divided into
shares, upon the application of members being in number not
less than one-fifth part of the whole number of persons for
the time being entered on the register of the company as
members.
Application for inspection to be supported by evidence.
96. The application shall be supported by such evidence as the Governor may
require for the purpose of showing that the applicants have good reason for
requiring such investigation to be made, and that they are not actuated by
malicious motives in instituting the same. The Governor may also require the
applicants to give security for payment of the cost of the enquiry before
appointing any inspector or inspectors.
Inspection of books.
97.(1) It shall be the duty of all officers and agents of the company to produce f
or the examination of the inspectors all books and documents in their custody or
power, and any inspector may examine upon oath the officers and agents of the
company in relation to its business and administer such oath accordingly.
(2) If any officer or agent refuses to produce any book or document hereby
directed to be produced, or to answer any question relating to the affairs of the
company, he shall incur a penalty not exceeding twenty-four dollars in respect of
each offence.
Result of examination how dealt with.
98. Upon the conclusion of the examination, the inspectors shall report their
opinion to the Governor; and such report shall be written or printed as the
Governor directs; a copy shall be forwarded to the registered office of the
company, and a further copy shall, at the request of the members upon whose
application the inspection was made, be delivered to them or to any one or more
of them. All expenses of and incidental to any such examination as aforesaid
shall be defrayed by the members upon whose application the inspectors were
appointed, unless the Governor shall direct the same to be paid out of the assets
of the company, which he is hereby authorized to do so.
Power of company to appoint inspectors.
99. Any company under this Act, may, by special resolution, appoint
inspectors for the purposes of examining into the affairs of the company, and the
inspectors so appointed shall have the same powers and perform the same duties
as inspectors appointed by the Governor, with this exception, that instead of
making their report to the Governor, they shall make the same in such manner
and to such persons as the company in general meeting directs; and the officers
and agents of the company shall incur the same penalties, in case of any refusal to
produce any book or document hereby required to be produced to such
inspectors, or to answer any question, as they would have incurred if such
inspector had been appointed by the Governor.
Report of inspectors to be evidence.
100. A copy of the report of any inspectors appointed under this Act,
authenticated by the seal into whose affairs they have made inspection, shall be
admissible in any legal proceeding as evidence of the opinion of the inspectors in
relation to any matter contained in such report.
Notices
Service of notices on company.
101. Any summons, notice, order or other document required to be served
upon the company, may be served by leaving the same, or sending it through the
post in a prepaid letter addressed to the company at their registered office.
Rules as to notices by letter.
102. Any document to be served by post on the company shall be posted in
such time as to admit of its being delivered in the due course of delivery, within
the period, if any, prescribed for the service thereof; and, in proving service of
such document, it shall be sufficient to prove that such document was properly
directed, and that it was put as a prepaid letter into the post office.
Authentication of notices of company.
103. Any summons, notice, order or proceeding of requiring authentication by
the company may be signed by any director, secretary, or other authorized officer
of the company, and need not be under the common seal of the company, and the
same may be in writing or in print, or partly in writing and partly in print.
Legal Proceedings
Recovery of penalties.
104. All offences under this Act made punishable by any penalty shall be
punishable on summary conviction.
Application of penalties.
105. The Magistrate imposing any penalty under this Act may direct the whole
or any part thereof to be applied in or towards payment of the costs of the
proceedings, or in or towards rewarding the person upon whose information or at
whose suit such penalty has been recovered; and, subject to such direction, all
penalties shall be paid into the Treasury.
Evidence of proceedings at meetings.
106. Every company under this Act shall cause minutes of all resolutions and
proceedings of general meetings of the company, and of the directors or
managers of the company in cases where there are directors or managers, to be
duly entered in books to be from time to time provided for the purpose; and any
such minute as aforesaid, if purporting to be signed by the chairman of the
meeting at which such resolutions were passed or proceedings had, or by the
chairman as evidence of the next succeeding Meeting, shall be received as
evidence in all legal proceedings; and, until the contrary is proved, every general
meeting of the company or meeting of directors or managers in respect of the
proceedings of which minutes have been so made shall be deemed to have been
duly held and convened, and all resolutions passed thereat, or proceedings had, to
have been duly passed and had, and all appointments of directors, managers or
liquidators shall be deemed to be valid, and all acts done by such directors,
managers or liquidators shall be valid, notwithstanding any defect that may
afterwards be discovered in their appointment or qualifications.
Provisions as to costs in actions brought by certain limited companies.
107. Where a limited company is plaintiff in any action, suit, or other legal
proceeding, the Court may, if it appear by any credible testimony that there is
reason to believe that, if the defendant be successful in his defence, the assets of
the company will be insufficient to pay his costs, require sufficient security to be
given for such costs, and may stay all proceedings until such security is given.
Declaration in action against members.
108. In any action or suit brought by the company against any member to
recover any call or other moneys due from such member in his character of
member, it shall not be necessary to set forth the special matter, but it shall be
sufficient to allege that the defendant is a member of the company, and is
indebted to the company in respect of a call made, or other moneys due, whereby
an action or suit hath accrued to the company.
Arbitration
Power for companies to refer matters to arbitration.
109. Any company under this Act may from time to time, by writing under its
common seal, agree to refer, and may refer, to arbitration any difference,
question, or other matter whatsoever in dispute between itself and any other
company or person, and the companies, parties to the arbitration, may delegate to
the person or persons to whom the reference is made power to settle any terms or
to determine any matter capable of being lawfully settled or determined by the
companies themselves, or by the directors or other managing body of such
companies.
Provisions of Arbitration Act 1976 to apply.
110. All arbitrations authorized or directed by this Act shall be conducted in
accordance with the Arbitration Act 1976.
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