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PART
VIII
COMPANIES AUTHORIZED TO BE REGISTERED
354. companies
capable of being registered.--(1)
With the exception and subject to the provisions mentioned and contained
in this section, any company formed whether before or after the commencement
of this Act in pursuance of any Act of Parliament other than this Act
or being otherwise duly constituted according to law and consisting
of seven or more members, s many at time register under this Act as
an unlimited company or as a company[by shares or as a company limited
by guarantee; and the registration not be invalid by reason that it
has taken place with a view to the company being wound up
Provided
that -
(a) a company having
the liability of its members limited by Act of Parliament and not
being a joint-stock company as injection 355, defined, shall not register
in pursuance of this section;
(b) a company having
the liability of its members limited by Act of Parliament shall not
register in pursuance of this section as an unlimited company not
register on pursuance of this section as a company limited by guarantee;
(c) a company that
is not a joint-stock company as in section 355 defined shall not register
in pursuance of this section as a company limited by shares;
(d)) a company shall
not register in pursuance of this section without the assent of a
majority of such of its members as are present in person or by proxy,
on cases where proxies are allowed by the articles at a general meeting
summoned for the purpose;
(e) where a company
not having the liability of its members limited by Act of Parliament
is about to register as a limited company, the molarity required to
assent as mentioned it clause (d) shall consist of not less than three-fourths
of the members present in person or by proxy at the meeting;
(f) where a company
is about to register as a company limited by guarantee, the assent
OT its being so registered shall a accompanied by a resolution declaring
that each member undertake to contribute to the assets of he company
in the event of its being wound up while he is member, or within one
year afterwards, for payment of the debts and liability of the company
contracted of winding up and for the adjustment of the right of the
contributors among 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 member of votes to which each member is entities according
to the articles.
355. Definition
of joint stock company.-- (1)For
the purposed of this part, so far as it relates to registration or
companies limited by shares, a joint-stock company means--
(a) a company having
a permanent paid up or nominal share capital of fixed amount divided
into shares, also fixed amount, or held of and transferable as stock
or divided and held partly in one way and partly in the other; and
(b) formed on the
principle or having only for its members as the holders of those shares
or that stock and for no other person.
(2) Such a company,
when registered with limited liability under this Act, shall be deemed
to a a company limited by shares.
356. Requirements
for registration of joint stock compaines.--
Before the registration in pursuance of this part of joint stock company,
there shall be delivered to the Registrar the following documents
that is to say--
(a) a list showing
the names address occupation of all person who on a day named in the
list not being more than six clear days before the day of registration
were members of the company with the addition of the shares or stock
held by them respectively di tinsmithing in the he case where the
shares are numbered, each share by its number;
(b) a copy of deed
of settlement contract of copartner or other instrument constituent
or regulation the company; and
(c) if the company
is intended to be registered as a limited company, a statement specifying
the following particulars, that is to say--
(i)) the nominal share
capital of the company and the number of shares into which its divided
or the amount of stock of which it consists;
(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 OED thereof; and
(IV) in the case of
a company intended to be registered as a company limited by guarantee,
the resolution declaring the amount of the guarantee.
357. Requirements
for registration of companied other than joint-stock companies.--
Before the registration
in pursuance of this Part of any company not being a joint-stock company,
there shall be delivered to the Registrar.--
(a) a list showing
the names, addressed and occasions of the directors of the company;
and
(b) a copy of deed
of settlement, contract of copartner or other instrument constituent
or regulating the company; and
(c) in the case of
a company intended to be tegistered as a company limited by guarantee,
a copy of the resolution declaring the amount of the guarantee.
358. Authentication
of statement of existing Companies.--
The list of members and directors and any other particulars relating
to the company required to be delivered to the Registrar shall be
duly verified by the declaration of any two or more directors or other
principal officers of the company.
359. Registrar
may require evidence as to nature of company.--
The registrar may require such evidence as he thinks necessary for
the purpose of satisfying himself whether any company proposing to
be registered is or is not a joint stock company as defined in section
355.
360 On registration
of banking company with limited liability, notice to be given to customer.-(1)
Where a banking company, which was in existence on the commencement
of this Act, proposes to register as a limited company, it shall at
least thirty days before so registering give notice of its intention
so to register OT every person who has a banking account with the
company be delivery of the notice to him by posting at or his last
know address.
(2) If the company
omits to give the notice required by this section, then as between
the company and the person for the time being interested in the account
in respect of which the notice ought to have been given and so far
as respect the account down to the time at which notice is given but
not further or otherwise the certificate of registration with limited
liability shall have not operation.
361. Exemption
of certain Combines from payment of Fees.--
No fees shall be charged in respect of the registration in pursuance
of this part of a company if it is not registered as a limited company,
or if before its registration as a limited company the liability of
the shareholders was limited by some Act of Parliament.
362. Addition
of "Limited" to name .--
When a company registration in pursuance of this part with limited
liability the word "Limited shall form and be registered as part
of its name.
363. Certificate
of registration of existing companies.-- On
compliance with the requirements of this Part with respect to registration
and on payment of such fees, if any as are payable under Schedule
II, the Regisra+++ hall certificate under his land that the company
applying for registration ++ in++orporated as a company under this
Act and in the he a e of a limited company that it is limited, and
thereupon the company shall be incorporated and shall have perpetual
succession and a common seal.
364. Vesting
of property on registration.-- All
property movable and immovable , including all interest and rights
into and out of property, mobile and immovable and including obligations
and actionable claims as may belong to or be vested in a company at
the date of its registration the company as incorporated under this
Act for all the estate and interest of the company therein.
365. Saving
of existing liabilities.--
registration of a company in pursuance of this Part shall not affect
the rights or liabilities of the company in whatever manner such right
on liability accrued or arose.
366. Continuation
of suits.-- All suits and
other legal proceedings which at the time of the registration of a
company, in pursuance of this part are pending by or against the company
or an officer or member thereof may be continued in the same manner
as if the registration had not taken place nevertheless execution
shall not issue against the effects of any individual member of the
company on any decree or order obtained in any such suit or proceeding
but in the event of the property and effects of the company being
insufficient to satisfy the decree or order, and order may be obtained
for winding up the company.
367 Effect
of registration under this Act:-- When
a company is registered in pursuance of this Part-
(a) all provision
continued in any Act of Parliament deed of settlement contract of
copartner or other instrument constituting or regulating the company
or, 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 incidence; as it--
(i) so much thereof
as would if the comma had been formed under this Act, have been required
to be inserted in the memorandum, were consigned in a registered memorandum;
and
(ii) the residue there
of were continued in a registered article;
(b) all the provisions
of this Act shall apply to the company and the members, contributors
and creditors there of in the he same manner in all respects as of
it had been formed under this Act subject as follows , that is to
say--
(i) the regulation
in Schedule I shall not apply, unless adopted by the special resolution:
(ii) the provisions
of this Act relating to the numbering of shares shall not apply to
any joint stock company whose shares are not numbered:
(iii) subject to the
Provisions of this section the company shall not have power to alter
any provision contained in any Act of Parliament relating to the company;
(IV) in the invent
of the company being wound up every person shall e a contributory,
in respect of the debts and liability of the company contract before
regretting who is liable to pay or contiguity to the payment of any
such debt or liability or to pay or contiguity to the payment of any
sum or the adjustment of the rights of the number among themselves
in respect of any such debt or liability; or to pay or themselves
in to the pay payment of the coat and expenses of winding upon the
company so far as relates to such debts or liability as aforesaid
of the company, in the course of the winding up all sum-due form hi
in respect of any such liability as aforesaid; and in the event of
the death or insolvency of the contributor; the provisions of this
Act with respect of the legal representative and heirs of decreased
contributors, , and with reference to the assignees of insolvent contradictories,
shall apply;
(c) the provisions
of this Act with respect to--
(i) the registration
of an unlimited company as limited;
(ii) the powers of
an unlimited company on registration as a limited company to increase
the nominal amount of its shares capital[ital and to provide that
a portion of this share capital and to provided that a prosing of
OT shares capital shall not be capable of being called up except in
the event of winding up;
(iii) the power of
a limited company to determine that a prosing of its share capital
shall not be capable of being called up except in the event of winding
up;
shall apply withnotsanding
any provisions contained in any Act or Parliament , deed of settlement,
contract of copartner or other instrument constitution or regulating
the company.,
(d) nothing in this
section shall authoress the company to alter any such provisions continued
in any Act or Parliament, deed of settlement contract of copartner
or other instrument constitution or regulating the company, as would.,
if the company had originally been formed under this Act have been
required to be continued in the memorandum and are not autopsied to
be altered by this Act.
(e) nothing in this
Act shall derogate from any lawful power of altering its continuation
or regulating the company which may by virtue of any Act of Parliament,
deed of settlement contract of copartner or other instrument constituting
or regulating the company, be bested in the company.
368. Power
to substitute memorandum and articles for deed of settlement.--(1)
Subject OT the provisions of this section, as company registered in
pursuance of this part many by special resolution, alter the form
of its connotation by substituting a memorandum and article for a
deed of settled;
(2) the provision
of this Act with respect OT confirmation by the Court and registration
of an alteration under this section with the following modifications,
namely;--
(a) there shall be
subsisted for the printed copy of the lathered memorandum required
to be filed with Registrar a printed copy of the subsisted memorandum
and articles; and
(b) on the respiration
of the laceration being certified by the Registrar, the subsisted
memorandum and article shall apply to the company in the same manner
as if it were a company registered under this Act with that memorandum
and those articles, and the company' deed of settlement shall cease
to apply to the company.
(3) An alteration
under this section may be made either with or without any alteration
of the objects of the company under this Act.
(4) IN this section,
the expression "deed of settlement" includes any contract
of copartner or other instrument constituting or regulating the company
not being an Act of Parliament.
369. Power
of Court OT stay or restrain proceedings.--
The provisions of this Act with respect OT to and restraining skittish
and legal proceedings against a company at any time after the presentation
of a petition for winding up and before the making of a winding up
order shall, in the case of a company registered in pursuance of this
Part, were the application to say or restrain is by creditor, extend
to skittish and legal proceedings against any contributory of the
company.
370 suits
stayed on winding up order--
when an order has been made for winding up a company registered in
pursuance of this Part, no suit or other legal proceeding shall be
commenced or proceeded with against the company or any contributor
of the company in respect of any debt of the company , except by leave
of the Court and subject to such terms ad the court may impose.
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