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PART VI - Companies Authorized To Register

Registration of existing companies

209.(1) The following regulations shall be observed with respect to the

registration of companies under this Part, that is to say, save as hereinafter

provided -

(a) No company having the liability of its members limited by

Act of the Imperial Parliament or Legislature of the Territory,

or by letters patent, and not being a joint stock company as

hereinafter defined, shall register under this Act in pursuance

of this Part;

(b) No company having the liability of its members limited by

Act of the Imperial Parliament or Legislature of the Territory,

or by letters patent, shall register under this Act in pursuance

of this Part as an unlimited company, or as a company

limited by guarantee;

defined, shall, in pursuance of this Part register under this Act

as a company limited by shares;

(d) No company shall register under this Act, in pursuance of the

Part, unless an assent to its so registering is given by a

majority of such of its members as may be present personally

or by proxy, in cases where proxies are allowed by the

regulations of the company at some general meeting

summoned for the purpose;

(e) Where a company not having the liability of its members

limited by Act of the Imperial Parliament or Legislature of the

Territory, or letters patent, is about to register as a limited

company, the majority required to assent as aforesaid shall

consist of not less than three-fourths of the members present,

personally or by proxy, at such last mentioned general

meeting;

(f) Where a company is about to register as a company limited

by guarantee, the assent to its being so registered shall be

accompanied by a resolution declaring that each member

undertakes to contribute to the assets of the company, in the

event of the same being wound up during the time that he is a

member, or within one year afterwards, for payment of the

debts and liabilities of the company, contracted before the

time at which he ceased to be a member and of the costs,

charges, and expenses of winding up the company, and for

the adjustment of the rights of the contributories amongst

themselves, such amount as may be required not exceeding a

specified amount.

(2) In computing any majority under this section when a poll is demanded,

regard shall be had to the number of votes to which each member is entitled

according to the regulations of the company of which he is a member.

Companies capable of being registered

210. With the above exceptions and subject to the foregoing regulations, every

company existing at the time of the commencement of this Act, consisting of five

or more members, and any company hereafter formed in pursuance of any Act

of the imperial Parliament or Act of the Legislature of the Territory, other than

this Act, or by Royal Charter or letters patent, or being otherwise duly constituted

by law, and consisting of five or more members, may, at any time hereinafter,

shares, or a company limited by guarantee; and no such registration shall be

invalid by reason that it has taken place with a view to the company being wound

up.

Definition of joint stock company

211. For the purposes of this Part, so far as the same relates to the description

of companies empowered to register as companies limited by shares, a joint

stock company shall be deemed to be a company having a permanent paid-up or

nominal capital of fixed amount, divided into shares also of fixed amount, or held

and transferable as stock, or dividend and held partly in one way and partly in the

other, and formed on the principle of having for its members the holders of

shares in such capital, or the holders of such stock, and no other person; and such

company, when registered with limited liability under this Act, shall be deemed

to be a company limited by shares.

Requisitions for registration by companies

212. Previously to the registration in pursuance of this Part of any joint stock

company there shall be delivered to the Registrar the following documents that is

to say -

(a) a list showing the names, addresses and occupations of all

persons who, on a day named in such list, and not being

more than six clear days before the day of registration, were

members of such company, with the addition of the shares

held by such persons respectively, distinguishing, in cases

where such shares are numbered, each share by its number;

(b) a copy of any Act of the Imperial Parliament or Legislature of

the Territory, Royal Charter, letters patent, deed of settlement,

contract or copartners or other instrument constituting or

regulating the company;

limited company, the above list and copy shall be

accompanied by a statement specifying the following

particulars; that is to say -

(i) the nominal capital of the company and the number of

shares into which it is divided;

(ii) the number of shares taken and the amount paid on

each share;

(iii) the name of the company, with the addition of the

word "Limited" as the last word thereof; with the

addition, in the case of a company intended to be

registered as a company limited by guarantee, of the

resolution declaring the amount of the guarantee.

Requisitions for registration by existing company not

being a joint stock company

213. Previously to the registration in pursuance of this Part of any company not

being a joint stock company, there shall be delivered to the Registrar a list

showing the names, addresses, and occupations of the directors or other

managers, if any, of the company, also a copy of any Act of the Imperial

Parliament or Legislature of the Territory, letters patent, deed of settlement,

contract or copartnery or other instrument constituting or regulating the company,

with the addition, in the case of a company intended to be registered as a

company limited by guarantee, of the resolution declaring the amount of the

guarantee.

Power for existing company to register amount of stock instead of shares

214. There a joint stock company, authorized to register under this Act, has the

whole or any portion of its capital converted into stock, such company shall, as to

the capital so converted, instead of delivering to the Registrar a statement of

shares, deliver to the Registrar a statement of the amount of stock belonging to

company, and the names of the persons who were holders of such stock, on

same day to be named in the statement, not more than six clear days before the

registration.

Authentication of statements of existing companies

215. The list of members and directors, and any other particulars relating to the

company, hereby required to be delivered to the Registrar shall be verified by the

declaration of the directors of the company delivering the same, or any two of

them or of any two other principal officers of the company, made before the

Registrar of the Supreme Court.

Registrar may require evidence as to nature of company

216. The Registrar may require such evidence as he thinks necessary for the

purpose of satisfying himself whether an existing company is or not a joint stock

company as hereinbefore defined.

Exemption of certain companies from payment of fees

217. No fees shall be charged in respect of the registration, in pursuance of this

Part, of any company in cases where such company is not registered as a limited

company, or where, previously to its registered as a limited company, the

liability of the shareholders was limited by some other Act of the Imperial

Parliament or Legislature of the Territory or by letters patent.

Power of company to change name

218. Any company authorized by this Part to register with limited liability shall,

for the purpose of obtaining registration with limited liability, change its name, by

adding thereto the word "Limited"

Certificate of registration of existing companies

219. Upon compliance with the requisitions in this Part contained with respect

to registration, and on payment of such fees, if any, as are payable under the

tables marked B and C in the First the Registrar shall certify under his hand that

the company so applying for registration is incorporated as a company under this

Act, and, in the case of a limited company, that it is limited and thereupon such

company shall be incorporated, and shall have perpetual succession and a

common seal, with power to hold lands and to exercise all the functions of an

incorporated company.

Certificate to be evidence of compliance with Act

220. A certificate of incorporation given at any time to any company registered

in pursuance of this Part shall be conclusive evidence that all the requisitions

herein contained in respect of registration under this Act have been complied

with, and that the company is authorized to be registered under this Act as a

limited or unlimited company, as the case may be, and the date of incorporation

mentioned in such certificate shall be deemed to be the date at which the company

is incorporated under this Act.

Transfer of property to company

221. All such property, real and personal, including all interests and rights in, to,

and out of property, real and personal, and including obligations and things in

action as may belong to or be vested in the company at the date of its registration

under this Act, shall, on registration pass to and vest in the company as

incorporated under this Act for all the estate and interest of the company therein.

Registration not to affect obligations incurred previous to registration

222. The registration in pursuance of this Part of any company shall not affect

or prejudice the liability of such company to have enforced against it, or its rights

to enforce, any debt or obligation incurred, or any contract entered into, by, to,

with, or on behalf of such company previously to such registration.

Continuation of existing actions

223. All such actions, suits and other legal proceedings as may, at the time of

the registration of any company registered in pursuance of this Part, have

commenced by or against such company, or the public officer or any member

thereof, may be continued in the same manner as if such registration had not

taken place; nevertheless, execution shall not issue against the effects of any

individual member of such company upon any judgment, decree, or order

obtained in any action, suit or proceeding so commenced as aforesaid; but in the

event of the property and effects of the company being insufficient to satisfy such

judgment, decree or order, an order may be obtained for winding up the

company.

Effect of registration under Act

224.(1) When a company is registered under this Act in pursuance of this

Part all provisions contained in any Act of the Imperial Parliament or Legislature

of the Territory, deed of settlement, contract or copartnery, letters patent, or other

instrument constituting or regulating the company, including, in the case of a

company registered as a company limited by guarantee, the resolution declaring

the amount of the guarantee, shall be deemed to be conditions and regulations of

the company, in the same manner and with the same incidents as if they were

contained in a registered Memorandum of Association and Articles of

Association; and all the provisions of this Act shall apply to such company and

the members, contributories, and creditors thereof in the same manner in all

respects as if it had been formed under this Act, subject to the provisions

following, that is to say -

(a) that Table A in the First Schedule shall not, unless adopted by

special resolution, apply to any company registered under this

Act in pursuance of this Part;

(b) that the provisions of this Act relating to the numbering of

shares shall not apply to any joint stock company whose

shares are not numbered;

contained in any Act of the Imperial Parliament or Legislature

of the Territory relating to the company;

(d) that no company shall have power, without the sanction of

the Governor, to alter any provision contained in any letters

patent relating to the company;

(e) that in the event of the company being wound up, every

person shall be a contributory, in respect of the debts and

liabilities of the company contracted prior to registration, who

is liable, at law or in equity, to pay or to contribute to the

payment of any debt or liability of the company contracted

prior to registration, or to pay or contribute to the payment of

any sum for the adjustment of the rights of the members

amongst themselves in respect of any such debt or liability; or

to pay or to contribute to the payment of the cost, charges,

and expenses of winding up the company, so far as related to

such debts or liabilities as aforesaid; and every such

contributory shall be liable to contribute to the assets of the

company, in the course of the winding up, all sums due from

him in respect of any such liability as aforesaid; and in the

event of the death or bankruptcy of any such contributory as

last aforesaid, the provisions hereinbefore contained with

respect to the representatives, heirs and devisees of deceased

contributories, and with reference to the trustees of bankrupt

contributories, shall apply;

(f) that nothing herein contained shall authorize any company to

alter any such provisions contained in any deed of settlement,

contract of copartnery, letters patent, or other instrument

constituting or regulating the company, as would, if such

company had originally been formed under this Act, have

been contained in the Memorandum of Association, and are

not authorized to be altered by this Act.

(2) Nothing herein contained shall derogate from any powers of altering its

constitution or regulations which may be vested in any company registering

under this Act in pursuance of this Part by virtue of any act of the Imperial

Parliament or Legislature of the Territory, deed of settlement, contract of

copartnery, letters patent, or other instrument constituting or regulating the

company.

Power of Court to restrain further proceedings

225. The Court may, at any time after the presentation of a petition for winding

up a company registered in pursuance of this Part, and before making an order

for winding up the company, upon the application by motion of any creditor of

the company, restrain further proceedings in any action, suit or legal proceeding

against any contributory of the company, as well as against the company as

hereinbefore provided, upon such terms as the Court thinks fit.

Order for winding up company

226. Where an order has been made for winding up a company registered in

pursuance of this Part, in addition to the provisions hereinbefore contained it is

hereby further provided that no suit, action, or other legal proceedings shall be

commenced, or proceeded with against any contributory of the company in

respect of any debt of the company, except with the leave of the Court, and

subject to such terms as the Court may impose.

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