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93. Application to Scotland of s. 210 of principal Act. 94. Amendment of s. 213 of principal Act.

95. Application to Scotland of s. 215 of principal Act. 96. Application to Scotland of s. 224 of principal Act. 97. Committees of inspection in winding up in Scotland. 98. Application to Scotland of s. 109 of principal Act. 99. Application to Scotland of certain provisions. 100. Attendance of director of company at meeting of creditors.

101. Unclaimed dividends, &c., to be lodged in bank. 102. Power of court to stay proceedings against company.

103. Costs of application for leave to proceed against company being wound up.


104. Repeal of 7 & 8 Geo. 5. c. 18.

105. Short title, construction, repeal and commence



[NOTE.-The words enclosed in brackets and underlined were omitted by the Lords to avoid questions of privilege.]




An Act to amend the Companies Acts, 1908 to
1917, and for purposes connected therewith.


E it enacted by the King's most Excellent Majesty, by and with the advice and consent of the Lords Spiritual and Temporal, and Commons, in this present Parliament assembled, and by the authority of the same, 5 as follows:

A.D. 1927.

1.-(1) A company shall not, except with the consent Restriction of the Board of Trade, be registered by a name which con- on registratains the word "Royal" or "Imperial" or "Municipal" tion of or which in the opinion of the registrar suggests, or is companies by certain 10 calculated to suggest, the patronage of His Majesty or names. of any member of the Royal Family or connection with [R. 17.] His Majesty's Government or any department thereof or with any municipality or other local authority.

(2) No company, other than an association which 15 in pursuance of section twenty of the principal Act is to be registered without the addition of the word "Limited" to its name, shall be registered by a name which contains the words "Chamber of Commerce."

In the case of a company which has been registered 20 by such a name as aforesaid, the notice to be given by the Board of Trade under subsection (4) of the said section twenty of their intention to revoke the licence granted under the said section shall state that, in the event of the licence being revoked, the company will be 25 struck off the register unless its name is changed to a

A.D. 1927. name which does not contain the words "Chamber of
Commerce," and if the licence is revoked in pursuance of
the said subsection the registrar shall, unless the name
of the company is so changed within six weeks of
the date of the revocation of the licence, strike the 5
company off the register, and the company shall there-
upon be dissolved:

as to operation of s. 9 of principal

Provided that the liability of every director, manager, officer and member of the company shall continue and may be enforced as if the company had 10 not been dissolved.

(3) No company shall be registered under a name
of which the words "building society" form part.

Declaration 2. For removing doubts it is hereby declared that
a company has power under section nine of the principal 15
Act to alter the provisions of its memorandum by in-
cluding among its objects a power to sell or dispose of
the whole undertaking of the company and a power to
amalgamate with any other company or body of persons.


[R.5 (p. 67).]

Amendment of s. 18 of principal Act.

3. Section eighteen of the principal Act (which 20 requires copies of the memorandum and articles of a company to be given to the members) shall be amended [M.A., p.52.] as follows:

[M.A., p.53.]

(a) at the end of subsection (1) there shall be
inserted the words "and also, on payment of 25
"such sum not exceeding the published price
"thereof as the company may require, a copy
"of any Act of Parliament which alters the

(b) at the end of subsection (2) there shall be 30
inserted the words " and every director, manager,


secretary, or other officer of the company "who knowingly and wilfully authorises or permits the default shall be liable to the like penalty":



(c) after subsection (2) there shall be inserted the
following new subsection:

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"(3) Where in pursuance of any enactment
any alteration is made in the memorandum
of a company, every copy of the memo- 40
randum issued after the date of the alteration
shall be in accordance with the alteration.

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If a company makes default in com- A.D. 1927. plying with this provision it shall be liable to a fine not exceeding one pound for each copy in respect of which default is made, and every director, manager, secretary or other officer of the company who knowingly and wilfully authorises or permits the default shall be liable to the like penalty."


4. (1) Every company having more than fifty Index of 10 members shall, unless the register of members is in such members of a form as to constitute in itself an index, keep an index company. of the names of the members of the company and shall, [M.A., p.52.] within fourteen days after the date on which any alteration is made in the register of the members, make 15 any necessary alteration in the index.


(2) The index (which may be in the form of a card index) shall in respect of each member contain a sufficient indication to enable the account of that member in the register to be readily found.

(3) Subsection (1) of section thirty of the principal Act (which relates to the inspection of the register of members) shall have effect as if the index required to be kept by this section were a part of the register of members, and subsection (3) of the said section thirty 25 shall apply accordingly.

(4) If a company fails to comply with this section it shall be liable to a fine not exceeding five pounds for every day during which the default continues, and every director, manager, secretary or other officer of the 30 company who knowingly and wilfully authorises or permits the default shall be liable to the like penalty.

5. Section twenty-six of the principal Act (which Amendment relates to the annual list of the members of a company of s. 26 of and the summary to be contained in that list) shall be principal 35 amended as follows




(a) in subsection (2) after the words "the list must
state" there shall be inserted the words the
"address of the registered office of the com-
pany," and the words "or stock" and the
words or amount of stock" shall be omitted
therefrom and the following shall be substituted
for paragraph (l):


() all such particulars with respect to

[M.A., p.52.]

A.D. 1927.

[R. 72,VI.]

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Provided that the inclusion in the annual
list of a statement as to the address of the
registered office of the company shall not be
taken to be in satisfaction of the obligation
of a company under section sixty-two of the 10
principal Act to give notice to the registrar of
companies of the situation of its registered
office and of any change therein;

(b) in paragraph (m) of subsection (2) for the words
"debt due from" there shall be substituted the 15
words" the indebtedness of ";

(c) the following shall be substituted for sub-
section (3):--

"(3) Except where the company is а private company, the list aforesaid shall 20 include a written copy, certified by the manager or secretary of the company to be a true copy, of the last balance sheet which has been audited by the company's auditors (including every document required 25 by law to be annexed thereto) together with a copy of the report of the auditors thereon, and if any such balance sheet is in a foreign language there shall also be annexed to it a translation thereof in English, certified 30 in the prescribed manner to be a correct translation:

Provided that, if the said last balance sheet did not comply with the requirements of the law as in force at the date of the audit 35 with respect to the form of balance sheets there shall be made such additions to and corrections in the said copy as would have been required to be made in the said balance sheet in order to make it comply with the said 40 requirements, and the fact that the said copy has been so amended shall be stated thereon

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