Companies Clauses Consolidation (Scotland) Act 1845
Companies Clauses Consolidation (Scotland) Act 1845 (1845 c. 17)
- Companies Clauses Consolidation (Scotland) Act 1845 (1845 c. 17)
- [1.] Act to apply to all companies incorporated by Acts hereafter to be passed.
- 2 Interpretation in this Act: “The special Act:” “Prescribed:” “The undertaking.”
- 3 Interpretations in this and the special Act: Number: Gender: “Lands:” “Lease:” “Month:” “Lord ordinary:” “Sheriff:” “Justice:” “Two justices:” “The Company:” “Directors:” “Shareholder:” “Secretary.”
- 4 Short title of the Act.
- 5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- Distribution of Capital
- 6 Capital to be divided into shares.
- 7 Shares to be personal estate.
- 8 Shareholders.
- 9 Registry of shareholders.
- 10 Addresses of shareholders.
- 11 Certificates of shares to be issued to the shareholders.
- 12 Certificate to be evidence.
- 13 Certificate to be renewed when destroyed.
- Transfer of Shares
- 14 Transfer of shares to be by deed duly stamped.
- 15 Regulating the form of transfers of shares.
- 16 Transfers of shares to be registered, &c.
- 17 Transfers not to be made until all calls paid.
- 18 Closing of transfer books.
- 19 Transmission of shares by other means than transfer to be authenticated by a declaration.
- 20 Proof of transmission by marriage, will, &c.
- 21 Company not bound to regard trusts.
- Payment of Calls
- 22 Subscriptions to be paid when called for.
- 23 Power to make calls.
- 24 Interest to be paid on calls unpaid.
- 25 Power to allow interest on payment of subscriptions before call.
- 26 Enforcement of calls by action.
- 27 Averment in action for calls.
- 28 Matter to be proved in action for calls.
- 29 Proof of proprietorship.
- Nonpayment of Calls
- 30 Forfeiture of shares for nonpayment of calls.
- 31 Notice of forfeiture to be given before declaration thereof.
- 32 Forfeiture to be confirmed by a general meeting.
- 33 Sale of forfeited shares.
- 34 Evidence as to forfeiture of shares.
- 35 No more shares to be sold than sufficient for payment of calls.
- 36 On payment of calls before sale the forfeited shares to revert.
- 37 Limiting responsibility of shareholders.
- Execution against Shareholders
- 38 Execution against shareholders to the extent of their shares in capital not paid up.
- 39 Reimbursement of such shareholders.
- Power to borrow Money
- 40 Company may borrow on mortgage or bond.
- 41 Power to reborrow.
- 42 Evidence of authority for borrowing.
- 43 Mortgages and bonds to be by deed duly stamped.
- 44 Rights of mortgagees.
- 45 Application of calls, notwithstanding mortgages.
- 46 Mortgages to be personal estate.
- 47 Rights of obligees.
- 48 Register of mortgages and bonds.
- 49 Transfers of mortgages and bonds to be stamped.
- 50 Transfers of mortgages and bonds to be registered.
- 51 Payment of interest on monies borrowed.
- 52 Transfers of interest to be stamped.
- 53 Repayment of money borrowed at a time fixed.
- 54 Repayment of money borrowed where no time fixed.
- 55 Interest to cease on expiration of notice to pay off mortgage or bond.
- 56 Arrears of interest, when to be enforced by appointment of a judicial factor. Arrears of principal and interest.
- 57 Appointment of judicial factor.
- 58 Access to account books by mortgagees.
- Loans
- 59 Power to convert loan into capital.
- 60 New shares to be considered same as original shares.
- 61 If old shares at premium, new shares to be offered to original shareholders.
- 62 Shares to vest in the parties accepting; otherwise to be disposed of by the directors.
- 63 If not at a premium, to be issued as company think fit.
- Consolidation of Shares
- 64 Power to consolidate shares into stock.
- 65 Proprietors of stock may transfer the same.
- 66 Register of stock.
- 67 Proprietors of stock entitled to dividends.
- 68 Application of capital.
- General Meetings
- 69 Ordinary meetings to be held half-yearly.
- 70 Business at ordinary meetings.
- 71 Extraordinary meetings.
- 72 Business at extraordinary meetings.
- 73 Extraordinary meetings may be required by shareholders to be convened.
- 74 Notice of meetings.
- 75 Quorum for a general meeting.
- 76 Chairman at general meetings.
- 77 Business at meetings, and adjournments.
- 78 Votes of shareholders.
- 79 Manner of voting.
- 80 Regulations as to proxies.
- 81 Votes of joint shareholders.
- 82 Votes of lunatics and minors, &c.
- 83 Proof of a particular majority of votes only required in the event of a poll being demanded.
- Appointment and rotation of Directors
- 84 Number of directors.
- 85 Power to vary the number of directors.
- 86 Election of directors.
- 87 Existing directors continued on failure of meeting for election of directors.
- 88 Qualification of directors.
- 89 Cases in which office of director shall become vacant.
- 90 Shareholder of an incorporated joint stock company not disqualified by reason of contracts.
- 91 Rotation of directors.
- 92 Supply of occasional vacancies in office of directors.
- Powers of Directors
- 93 Powers of the company to be exercised by the directors.
- 94 Powers of the company not to be exercised by the directors.
- Proceedings of Directors
- 95 Meetings of directors.
- 96 Permanent chairman of directors.
- 97 Occasional chairman of directors.
- 98 Committees of directors.
- 99 Powers of committees. Meetings of committees.
- 100 Contracts by committees or directors, how to be entered into.
- 101 Proceedings to be entered in books, and to be evidence.
- 102 Informalities in appointment of directors not to invalidate proceedings.
- 103 Directors not to be personally liable. Indemnity of directors.
- Auditors
- 104 Election of auditors.
- 105 Qualification of auditors.
- 106 Rotation of auditors.
- 107 Vacancies in office of auditor.
- 108 Failure of meeting to elect auditor.
- 109 Delivery of balance sheet, &c. by directors to auditors.
- 110 Duty of auditors.
- 111 Powers of auditors.
- Accountability of officers
- 112 Security to be taken from officers intrusted with money.
- 113 Officers to account on demand.
- 114 Summary remedy against parties failing to account.
- 115 Officers refusing to deliver up documents, &c. to be imprisoned.
- 116 Where officer about to abscond, a warrant may be issued in the first instance.
- 117 Sureties not to be discharged.
- Accounts
- 118 Accounts to be kept.
- 119 Books to be balanced.
- 120 Inspection of accounts by shareholders at stated times.
- 121 Balance sheet to be produced at the meeting.
- 122 Book-keeper to allow inspection of the accounts at appointed times.
- Dividends
- 123 Previously to declaration of dividends a scheme to be prepared.
- 124 Dividend not to be made so as to reduce capital.
- 125 Power to directors to set apart a fund for contingencies.
- 126 Dividend not to be paid unless all calls paid.
- Bye Laws
- 127 Power to make bye laws for the officers of the company.
- 128 Fines for breach of such bye laws.
- 129 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 130 Evidence of bye laws.
- Arbitration
- 131 Appointment of arbitrators when questions are to be determined by arbitration.
- 132 Vacancy of arbitrator to be supplied.
- 133 Appointment of umpire.
- 134 Board of Trade empowered to appoint an umpire, on neglect of the arbitrators.
- 135 Power of arbitrators to call for books, &c.
- 136 Costs to be in the discretion of the arbitrators.
- Notices
- 137 Service of notice upon company.
- 138 Service by company on shareholders.
- 139 Notices to joint proprietors of shares.
- 140 Notice by advertisement.
- 141 Authentication of notices.
- 142 Proof of debts in bankruptcy.
- 143 Tender of amends.
- Recovery of damages and penalties
- 144 Provision for damages not otherwise provided for.
- 145 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 146 Method of proceeding before the sheriff or justices in questions of damages, &c.
- 147 Publication of penalties.
- 148 Penalty for defacing boards used for such publication.
- 149 Penalties to be summarily recovered before the sheriff or two justices.
- 150 Penalties to be levied by distress.
- 151 Imprisonment in default of distress.
- 152, 153. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 154 Application of penalties.
- 155 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 156 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 157 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 158 Transient offenders.
- 159, 160. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 161 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- 162 Power of appeal to sheriff.
- 163, 164. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- Access to special Act
- 165 Copies of special Act to be kept and deposited, and allowed to be inspected.
- 166 Penalty on company failing to keep or deposit such copies.
- 167 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
- SCHEDULES referred to by the foregoing Act
- SCHEDULE (A.) Form of Certificate of Share
- SCHEDULE (B.) Form of Transfer of Shares or Stock
- SCHEDULE (C.) Form of Mortgage Deed
- SCHEDULE (D.) Form of Bond
- SCHEDULE (E.) Form of Transfer of Mortgage or Bond
- SCHEDULE (F.) Form of Proxy
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