Companies (Consolidation) Act 1908
Companies (Consolidation) Act 1908 (1908 c. 69)
- Companies (Consolidation) Act 1908 (1908 c. 69)
- PART I Constitution and Incorporation.
- Prohibition of Large Partnerships.
- 1 Prohibition of partnerships exceeding certain number.
- Memorandum of Association.
- 2 Mode of forming incorporated company.
- 3 Memorandum of company limited by shares.
- 4 Memorandum of company limited by guarantee.
- 5 Memorandum of unlimited company.
- 6 Stamp and signature of memorandum.
- 7 Restriction on alteration of memorandum.
- 8 Name of company and change of name.
- 9 Alteration of objects of company.
- Articles of Association.
- 10 Registration of articles.
- 11 Application of Table A.
- 12 Form stamp and signature of articles.
- 13 Alteration of articles by special resolution.
- General Provisions.
- 14 Effect of memorandum and articles.
- 15 Registration of memorandum and articles.
- 16 Effect of registration.
- 17 Conclusiveness of certificate of incorporation.
- 18 Copies of memorandum and articles to be given to members.
- Associations not for Profit.
- 19 Restriction on charitable and other companies holding land.
- 20 Power to dispense with “limited ” in name of charitable and other companies.
- Companies limited by Guarantee.
- 21 Provision as to companies limited by guarantee.
- PART II Distribution and Reduction of Share Capital, Registration of Unlimited Company as Limited, and Unlimited Liability of Directors.
- Distribution of Share Capital.
- 22 Nature of shares.
- 23 Certificate of shares or stock.
- 24 Definition of member.
- 25 Register of members.
- 26 Annual list of members and summary.
- 27 Trusts not to be entered on register.
- 28 Registration of transfer at request of transferor.
- 29 Transfer by personal representative.
- 30 Inspection of register of members.
- 31 Power to close register.
- 32 Power of court to rectify register.
- 33 Register to be evidence.
- 34 Power for company to keep colonial register.
- 35 Regulations as to colonial register.
- 36 Stamp duties in case of shares registered in colonial registers.
- 37 Issue and effect of share warrants to bearer.
- 38 Forgery, personation, unlawfully engraving plates, &c.
- 39 Power of company to arrange for different amounts being paid on shares.
- 40 Power to return accumulated profits in reduction of paid-up share capital.
- 41 Power of company limited by shares to alter its share capital.
- 42 Notice to registrar of consolidation of share capital, conversion of shares into stock, &c.
- 43 Effect of conversion of shares into stock.
- 44 Notice of increase of share capital or of members.
- 45 Re-organisation of share capital.
- Reduction of Share Capital.
- 46 Special resolution for reduction of share capital.
- 47 Application to court for confirming order.
- 48 Addition to name of company of " and reduced.".
- 49 Objections by creditors and settlement of list of objecting creditors.
- 50 Order confirming reduction.
- 51 Registration of order and minute of reduction.
- 52 Minute to form part of memorandum.
- 53 Liability of members in respect of reduced shares.
- 54 Penalty on concealment of name of creditor.
- 55 Publication of reasons for reduction.
- 56 Increase and reduction of share capital in case of a company limited by guarantee having a share capital.
- Registration of Unlimited Company as Limited.
- 57 Registration of unlimited company as limited.
- 58 Power of unlimited company to provide for reserve share capital on re-registration.
- Reserve Liability of Limited Company.
- 59 Reserve liability of limited company.
- Unlimited Liability of Directors.
- 60 Limited company may have directors with unlimited liability.
- 61 Special resolution of limited company making liability of directors unlimited.
- PART III Management and Administration.
- Office and Name.
- 62 Registered office of company.
- 63 Publication of name by a limited company.
- Meetings and Proceedings.
- 64 Annual general meeting.
- 65 First statutory meeting of company.
- 66 Convening of extraordinary general meeting on requisition.
- 67 Provisions as to meetings and votes.
- 68 Representation of companies at meetings of other companies of which they are members.
- 69 Definitions of extraordinary and special resolution.
- 70 Registration and copies of special resolutions.
- 71 Minutes of proceedings of meetings and directors.
- Appointment, Qualification, &c. of Directors.
- 72 Restrictions on appointment or advertisement of director.
- 73 Qualification of director.
- 74 Validity of acts of directors.
- 75 List of directors to be sent to registrar.
- Contracts, &c.
- 76 Form of contracts.
- 77 Bills of exchange and promissory notes.
- 78 Execution of deeds abroad.
- 79 Power for company to have official seal for use abroad.
- Prospectus.
- 80 Filing of prospectus.
- 81 Specific requirements as to particulars of prospectus.
- 82 Obligations of companies where no prospectus is issued.
- 83 Restriction on alteration of terms mentioned in prospectus or statement in lieu of prospectus.
- 84 Liability for statements in prospectus.
- Allotment.
- 85 Restriction as to allotment.
- 86 Effect of irregular allotment.
- 87 Restrictions on commencement of business.
- 88 Return as to allotments.
- Commissions and Discounts.
- 89 Power to pay certain commissions, and prohibition of payment of all other commissions, discounts, &c.
- 90 Statement in balance sheet as to commissions and discounts.
- Payment of Interest out of Capital.
- 91 Power of company to pay interest out of capital in certain cases.
- Certificates of Shares, &c.
- 92 Limitation of time for issue of certificates.
- Information as to Mortgages, Charges, &c.
- 93 Registration of mortgages and charges in England and Ireland.
- 94 Registration of enforcement of security.
- 95 Filing of accounts of receivers and managers.
- 96 Rectification of register of mortgages.
- 97 Entry of satisfaction.
- 98 Index to register of mortgages and charges.
- 99 Penalties.
- 100 Company's register of mortgages.
- 101 Right to inspect copies of instruments creating mortgages and charges and company's register of mortgages.
- 102 Right of debenture holders to inspect the register of debenture holders and to have copies of trust deed.
- Debentures and Floating Charges.
- 103 Perpetual debentures.
- 104 Power to re-issue redeemed debentures in certain cases.
- 105 Specific performance of contract to subscribe for debentures.
- 106 Validity of debentures to bearer in Scotland.
- 107 Payments of certain debts out of assets subject to floating charge in priority to claims under the charge.
- Statement to be published by Banking and certain other Companies.
- 108 Certain companies to publish statement in schedule.
- Inspection and Audit.
- 109 Investigation of affairs of company by Board of Trade inspectors.
- 110 Power of company to appoint inspectors.
- 111 Report of inspectors to be evidence.
- 112 Appointment and remuneration of auditors.
- 113 Powers and duties of auditors.
- 114 Rights of preference shareholders, &c. as to receipt and inspection of reports, &c.
- Carrying on Business with less than the legal Minimum, of Members.
- 115 Prohibition of carrying on business with fewer than seven; or, in the case of a private company, two members.
- Service and Authentication of Documents.
- 116 Service of documents on company.
- 117 Authentication of documents.
- Tables and Forms.
- 118 Application and alteration of tables and forms.
- Arbitrations.
- 119 Arbitration between companies and others.
- Power to compromise.
- 120 Power to compromise with creditors and members.
- Meaning of “Private Company ”.
- 121 Meaning of " private company. ".
- PART IV Winding Up.
- Preliminary.
- 122 Modes of winding up.
- Contributories.
- 123 Liability as contributories of present and past members.
- 124 Definition of contributory.
- 125 Nature of liability of contributory.
- 126 Contributories in case of death of member.
- 127 Contributories in case of bankruptcy of member.
- 128 Provision as to married women.
- Winding up by Court.
- 129 Circumstances in which company may be wound up by court.
- 130 Company when deemed unable to pay its debts.
- 131 Jurisdiction to wind up companies in England.
- 132 Conduct of winding-up business in High Court in England.
- 133 Transfer of proceedings.
- 134 Jurisdiction to wind up companies in Ireland.
- 135 Jurisdiction to wind up companies in Scotland.
- 136 Power in Scotland to remit winding up to Lord Ordinary.
- 137 Provisions as to applications for winding up.
- 138 Effect of winding-up order.
- 139 Commencement of winding up by court.
- 140 Power to stay or restrain proceedings against company.
- 141 Powers of court on hearing petition.
- 142 Actions stayed on winding-up order.
- 143 Copy of order to be forwarded to registrar.
- 144 Power of court to stay winding up.
- 145 Court may have regard to wishes of creditors or contributories.
- Official Receiver.
- 146 Definition of official receiver.
- 147 Statement of company's affairs to be submitted to official receiver.
- 148 Report by official receiver.
- Liquidators.
- 149 Appointment, remuneration, and title of liquidators.
- 150 Custody of company's property.
- 151 Powers of liquidator.
- 152 Meetings of creditors and contributories in English winding up.
- 153 Liquidator to give information to official receiver.
- 154 Payments of liquidator in English winding up into bank.
- 155 Audit of liquidator's accounts in English winding up.
- 156 Books to be kept by liquidator in English winding up.
- 157 Release of liquidators in England.
- 158 Exercise and control of liquidator's powers in England.
- 159 Control of Board of Trade over liquidators in England.
- Committee of Inspection, Special Manager, Receiver.
- 160 Committee of inspection in English winding up.
- 161 Power in England to appoint special manager.
- 162 Power in England to appoint official receiver as receiver for debenture holders or creditors.
- Ordinary Powers of Court.
- 163 Settlement of list of contributories and application of assets.
- 164 Power to require delivery of property.
- 165 Power to order payment of debts by contributory.
- 166 Power of court to make calls.
- 167 Power to order payment into bank.
- 168 Order on contributory conclusive evidence.
- 169 Power to exclude creditors not proving in time.
- 170 Adjustment of rights of contributories.
- 171 Power to order costs.
- 172 Dissolution of company.
- 173 Delegation to liquidator of certain powers of court in England.
- Extraordinary Powers of Court.
- 174 Power to summon persons suspected of having property of company.
- 175 Power in England to order public examination of promoters, directors, &c.
- 176 Power to arrest absconding contributory.
- 177 Powers of court cumulative.
- Enforcement of and Appeal from Orders.
- 178 Power to enforce orders.
- 179 Order for calls on contributories in Scotland.
- 180 Enforcement of orders throughout United Kingdom.
- 181 Appeals from order.
- Voluntary Winding Up.
- 182 Circumstances in which company may be wound up voluntarily.
- 183 Commencement of voluntary winding up.
- 184 Effect of voluntary winding up on status of company.
- 185 Notice of resolution to wind up voluntarily.
- 186 Consequences of voluntary winding up.
- 187 Notice by liquidator of his appointment.
- 188 Rights of creditors in a voluntary winding up.
- 189 Power to fill vacancy in office of liquidator.
- 190 Delegation of authority to appoint liquidators.
- 191 Arrangement when binding on creditors.
- 192 Power of liquidator to accept shares, &c. as consideration for sale of property of company.
- 193 Power to apply to court.
- 194 Power of liquidator to call general meeting.
- 195 Final meeting and dissolution.
- 196 Costs of voluntary liquidation.
- 197 Saving for rights of creditors and contributories.
- 198 Power of court to adopt proceedings of voluntary winding up.
- Winding Up subject to Supervision of Court.
- 199 Power to order winding up subject to supervision.
- 200 Effect of petition for winding up subject to supervision.
- 201 Court may have regard to wishes of creditors and contributories.
- 202 Power for court to appoint or remove liquidators.
- 203 Effect of supervision order.
- 204 Appointment of voluntary liquidator as liquidator in winding up by court in Scotland or Ireland.
- Supplemental Provisions.
- 205 Avoidance of transfers, &c. after commencement of winding up.
- 206 Debts of all descriptions to be proved.
- 207 Application of bankruptcy rules in winding up of insolvent English and Irish companies.
- 208 Ranking of claims in Scotland.
- 209 Preferential payments.
- 210 Fraudulent preference.
- 211 Avoidance of certain attachments, executions, &c. in case of company registered in England or Ireland.
- 212 Effect of floating charge.
- 213 Effect in case of company registered in Scotland of diligence within sixty days of winding up by or subject to supervision of court.
- 214 General scheme of liquidation may be sanctioned.
- 215 Power of court to assess damages against delinquent directors, &c.
- 216 Penalty for falsification of books.
- 217 Prosecution of delinquent directors, &c.
- 218 Penalty on perjury.
- 219 Meetings to ascertain wishes of creditors or contributories.
- 220 Books of company to be evidence.
- 221 Inspection of books.
- 222 Disposal of books and papers of company.
- 223 Power of court to declare dissolution of company void.
- 224 Information as to pending liquidations in England.
- 225 Judicial notice of signature of officers.
- 226 Special commission for receiving evidence.
- 227 Court may order examination of persons in Scotland.
- 228 Affidavits, &c. in United Kingdom and colonies.
- 229 Companies liquidation account defined.
- 230 Investment of surplus funds on general account.
- 231 Separate accounts of particular estates.
- 232 Certain receipts and fees to be applied in aid of expenditure.
- 233 Officers and remuneration.
- 234 Annual accounts of English, winding up.
- 235 Returns by officers in English winding up.
- 236 Proceedings of Board of Trade.
- Rules and Fees.
- 237 Rules and fees for winding up in England.
- 238 Powers to make rules of procedure.
- Special Provisions as to Stannaries.
- 239 Attachment of debt due to contributory on winding up in stannaries court.
- 240 Preferential payments in stannaries cases.
- 241 Provisions as to mine club funds.
- Removal of Defunct Companies from Register.
- 242 Registrar may strike defunct company off register.
- PART V Registration Office and Fees.
- 243 Registration offices in England, Scotland, and Ireland.
- 244 Fees.
- PART VI Application of Act to Companies formed and registered under former companies act.
- 245 Application of Act to companies formed under former Companies Acts.
- 246 Application of Act to companies registered under former Companies Acts.
- 247 Application of Act to companies re-registered under Companies Act, 1879.
- 248 Mode of transferring shares.
- PART VII Companies authorised to register under this Act.
- 249 Companies capable of being registered.
- 250 Definition of joint stock company.
- 251 Liability of bank of issue unlimited in respect of notes.
- 252 Requirements for registration by joint stock companies.
- 253 Requirements for registration by other than joint stock companies.
- 254 Authentication of statements of existing companies.
- 255 Registrar may require evidence as to nature of company.
- 256 On registration of banking company with limited liability, notice to be given to customers.
- 257 Exemption of certain companies from payment of fees.
- 258 Addition of “limited ” to name.
- 259 Certificate of registration of existing companies.
- 260 Vesting of property on registration.
- 261 Saving for existing liabilities.
- 262 Continuation of existing actions.
- 263 Effect of registration under Act.
- 264 Power to substitute memorandum and articles for deed of settlement.
- 265 Power of court to stay or restrain proceedings.
- 266 Actions stayed on winding-up order.
- PART VIII Winding Up of Unregistered Companies.
- 267 Meaning of unregistered company.
- 268 Winding up of unregistered companies.
- 269 Contributories in winding up of unregistered company.
- 270 Power of court to stay or restrain proceedings.
- 271 Actions stayed on winding-up order.
- 272 Directions as to property in certain cases.
- 273 Provisions of Part of Act cumulative.
- PART IX Companies established outside the United Kingdom.
- 274 Requirements as to companies established outside the United Kingdom.
- 275 Power of companies incorporated in British possessions to hold lands.
- PART X Supplemental.
- Legal Proceedings, Offences, &c.
- 276 Prosecution of offences.
- 277 Applications of fines.
- 278 Costs in actions by certain limited companies.
- 279 Power of court to grant relief in certain cases.
- 280 Jurisdiction of stannaries court.
- 281 Penalty for false statement.
- 282 Penalty for improper use of word " Limited.".
- Report by Board of Trade.
- 283 Annual Report by Board of Trade.
- Authentication of Documents issued by Board of Trade.
- 284 Authentication of documents issued by Board of Trade.
- Interpretation, &c.
- 285 Interpretation.
- Repeal of Acts and Transitional Provisions.
- 286 Repeal of Acts and savings.
- 287 Saving of pending proceedings for winding up.
- 288 Saving of deeds.
- 289 Former registration offices, registers, official receivers, &c continued.
- 290 Saving for existing rules of procedure, &c.
- 291 Substitution of provisions of this Act for provisions of repealed Acts.
- 292 Saving for 28 & 29 Vict. c. 78. s. 3.
- 293 Saving for Life Assurance Companies Acts.
- 294 Saving for 34 & 35 Vict. c. 31. s. 5.
- 295 Short title.
- 296 Commencement of Act.
- SCHEDULES.
- TABLE A Regulations for Management of a Company Limited by Shares.
- Preliminary.
- Business.
- Shares.
- Lien.
- Calls on Shares.
- Transfer and Transmission of Shares.
- Forfeiture of Shares.
- Conversion of Shares into Stock.
- Share Warrants.
- Alteration of Capital.
- General Meetings.
- Proceedings at General Meeting.
- Votes of Members.
- Directors.
- Powers and Duties of Directors.
- The Seal.
- Disqualifications of Directors.
- Rotation of Directors.
- Proceedings of Directors.
- Dividends and Reserve.
- Accounts.
- Audit.
- Notices.
- TABLE B Table of Fees to be paid to the Registrar of Companies.
- SECOND SCHEDULE The Companies (Consolidation) Act, 1908.
- PART I Orders Pronounced in Vacation in Scotland which are to be Final.
- PART II Orders Pronounced in Vacation in Scotland which are to take effect until Reclaiming Note disposed of.
- FIFTH SCHEDULE Provisions referred to in Section 281 of the Act.
- PART I Enactments repealed.
- AN ACT TO REGULATE JOINT STOCK BANKS IN ENGLAND (7 & 8 VICT. C. 113), S. 47.
- Existing companies to have the powers of suing and being sued.
- THE JOINT STOCK BANKING COMPANlES ACT, 1857, PART OF S. 12.
- Power to form banking partnerships of ten persons.
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