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MEMORANDUM.

This Bill is based upon the Report of the Company Law Amendment Committee, 1925-26, which was presented to Parliament last year (Cmd. 2657 of 1926).

The general arrangement adopted in the Bill has been to follow, so far as possible, the order of the sections of the Companies (Consolidation) Act, 1908 (referred to in the Bill as "the principal Act"). The most important variations from this general plan are the gathering together in a separate Part of the Bill of the amendments specifically relating to Scotland, and the collection in the Second Schedule of a number of Minor Amendments which do not affect questions of principle.

In a very few cases the Bill goes outside the recommendations of the Committee; e.g., Clause 44, which gets rid of a small but troublesome anomaly of the present law affecting service of process; Clause 46, which repeals a section of the principal Act which has long been obsolete and the repeal of which is recommended in the recent Report of the Committee on the Law of Arbitration; and Clauses 81 and 82 in so far as they provide for enforcing the rights of creditors in certain cases where under the present law foreign companies who have carried on business in Great Britain cannot be served.

For convenience, references to the Committee's Report have been inserted in the marginal notes to the various clauses of the Bill. In these notes figures preceded by a capital R refer to the paragraphs of the Committee's Report, while those preceded by capital M.A. refer to the pages of the Report on which certain Minor Amendments are recommended.

4

ARRANGEMENT OF CLAUSES.

Clause.

1. Restriction on registration of companies by certain

names.

2. Declaration as to operation of s. 9 of principal Act. 3. Amendment of s. 18 of principal Act.

4.

Index of members of company.

5.

Amendment of s. 26 of principal Act.

6. Annual list of members and summary in case of company not having a share capital.

7. Amendment of s. 30 of principal Act.

8. Amendments with respect to colonial registers.
9. Amendment of s. 41 of principal Act.
10. Amendment of s. 42 of principal Act.
11. Amendment of s. 44 of principal Act.

12. Prohibition of provision of financial assistance by
company for purchase of its own shares.
13. Rights of holders of special classes of shares.
14. Power to issue redeemable preference shares.
15. Reduction of capital.

16. Amendment of s. 62 of principal Act.
17. Amendment of s. 65 of principal Act.
18. Amendment of s. 66 of principal Act.
19. Amendment of s. 67 of principal Act.
20. Amendment of s. 68 of principal Act.
21. Amendment of s. 69 of principal Act.
22. Amendment of s. 70 of principal Act.
23. Amendment of s. 72 of principal Act.
24. Resolutions passed at adjourned meetings.

25. Amendment of s. 75 of principal Act.

26. Provisions with respect to offers of shares or debentures for sale.

27.

Prohibition of issue of abridged prospectuses with application forms annexed.

Clause.

28. Amendment of s. 81 of principal Act.

29. Amendment as to minimum subscription.

30. Obligation to file statement in lieu of prospectus. 31. Amendment of s. 86 of principal Act.

32. Power to issue shares at a discount.

33. Amendment of s. 89 of principal Act.

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36.

Rights of members and debenture holders to receive
copies of balance sheets and reports of directors

and auditors.

37. Amendment of s. 92 of principal Act.

38. Amendments as to registration of mortgages and

charges.

39. Amendment of s. 95 of principal Act.

40. Provisions as to receivers and managers.
41. Amendment of s. 102 of principal Act.
42. Amendment of s. 104 of principal Act.
43. Amendments as to investigations of companies'
affairs by inspectors.

44.

Amendment as to service of process.

45. Power to acquire shares of shareholders dissenting from scheme or contract approved by majority. 46.. Repeal of s. 119 of principal Act.

47.

Enforcement of duty of company, receiver or
liquidator to make returns.

48. Extension of s. 120 of principal Act to certain
reorganisations of share capital, &c.

49. Provisions for facilitating

amalgamation of companies.

reconstruction

50. Amendment as to private companies.

51. Jurisdiction to wind up companies in England. Commencement of winding-up by the court.

52.

53. Amendment of s. 144 of principal Act. 54. Amendment of s. 146 of principal Act.

55. Amendment of s. 147 of principal Act.

and

56. Power to make order as to vesting of company's

property.

57. Amendment of s. 175 of principal Act. 58. Amendment of s. 185 of principal Act. 59. Amendment of s. 192 of principal Act. 60. Amendment of s. 195 of principal Act.

61. Amendment as to voluntary winding-up in certain

cases.

Clause. 62.

Disclaimer of onerous property.

63. Restriction of rights of creditor in execution or attachment.

64. Duties of sheriff as to goods taken in execution. 65. Property of dissolved company to be bona vacantia. 66. Frauds by officers of companies which have gone into liquidation.

67.

Offences by officers of companies in liquidation. 68. Liability where proper accounts not kept. 69. Provisions with respect to fraudulent trading. 70. Amendment of s. 148 of principal Act.

71.

Prosecution of delinquent directors.

72. Provisions as to liability of directors, &c.

73. Accounts to contain particulars as to loans to directors, &c.

74. Statement as to remuneration of directors to be furnished to shareholders.

75. Provisions as to assignment of office by directors. 76. Provisions as to undischarged bankrupts acting as directors.

77.

Companies, &c. disqualified for acting as liquidator, auditor or receiver of a company.

78. Provisions as to auditors.

79. Notification that a company is in liquidation. 80. Amendment of s. 274 of principal Act.

81.

Further provisions as to companies incorporated

abroad.

82. Winding-up of foreign companies ceasing to carry on business in Great Britain.

83. Exemption of certain documents from stamp duty on winding-up of companies.

84. Minor amendments.

85. Restrictions on offering of shares for sale or for subscription.

86. Giving of professional advice not to constitute a person a director of a company.

87. Saving as to private prosecutors.
88. Saving for privileged communications.

PROVISIONS RELATING TO SCOTLAND.

89. Amendment of ss. 135 and 136 of principal Act. 90. Application to Scotland of s. 151 of principal Act. 91. Rules for winding-up in Scotland.

92. Amendment of s. 208 of principal Act.

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