5

99

(d) in subsection (4) the words "fourteen days
shall be substituted for the words seven
days," and after the words "signed by" there
shall be inserted the words "a director or by ";
(e) in subsection (5) for the words " and manager
there shall be substituted the words " manager,
secretary or other officer.'

A.D. 1927.

case of com.

6.-(1) Every company not having a share capital Annual list shall once at least in every year make a list of all of members 10 persons who, on the fourteenth day after the first or and sumonly ordinary general meeting in the year are members mary in of the company, and of all persons who have ceased to be members, in the case of the first return, during the year ending on the day immediately preceding the said share 15 fourteenth day, and in any other case since the date of capital. the last preceding return.

20

25

30

(2) The list must state

(a) the address of the registered office of the

company;

(b) the names, addresses and occupations of all
the persons to be included therein;

(c) in the case of persons who have ceased to be
members, the date on which they so ceased;
(d) all such particulars with respect to the persons
who at the date of the return are the directors
of the company as are under section seventy-
five of the principal Act required to be
contained with respect to directors in the
register of directors of a company:

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 the company under section sixty-two of the principal Act to give notice to the registrar of 35 companies of the situation of its registered office and of any change therein.

(3) There shall be annexed to the list a statement containing particulars of the total amount of the indebtedness of the company in respect of all mortgages and 40 charges which are required (or, in the case of a company registered in Scotland, which, if the company had been

pany not

having a

[M.A., p.52.]

A.D. 1927. registered in England, would be required) to be registered with the registrar of companies under the principal Act.

Amendment

of s. 30 of principal Act.

[M.A., p.52.]

(4) Subsections (3), (4) and (5) of section twenty-six of the principal Act shall apply for the purposes of this section as if they were herein re-enacted with the 5 omission in the said subsection (4) of the words "and summary.

7. Section thirty of the principal Act (which relates to the inspection of the register of members) shall be amended as follows:

10 (a) at the end of subsection (2) there shall be inserted the following paragraph :—

66

The company shall cause any copy so required by any person to be sent to that person within such period (commencing on 15 the day next after the date on which the requirement is received by the company) as is hereinafter provided, that is to say, in the case of a company not having more than five hundred members, a period of seven days, 20 and in the case of any other company, a period of seven days increased by one day for each one thousand additional members of the company, so, however, that the period shall not in any case exceed twenty-one 25 days";

(b) the following shall be substituted for subsection (3):—

"(3) If any inspection required under this section is refused or if any copy required 30 under this section is not sent within the proper period, the company shall be liable in respect of each offence to a fine not exceeding two pounds, and to a further fine not exceeding two pounds for every day 35 during which the refusal or default continues, and every director, manager, secretary or other officer of the company who knowingly and wilfully authorises or permits the refusal or default shall be liable to the like penalty, 40 and the court may by order compel an immediate inspection of the register or direct that the copies required shall be sent to the persons requiring them."

5

10

15

20

8.—(1) The following shall be substituted for section A.D. 1927.

thirty-four of the principal Act (which authorises com- Amend

panies to keep colonial registers):

ments with

"(1) A company having a share capital whose respect to
objects comprise the transaction of business colonial
in any part of His Majesty's Dominions outside registers.
[M.A.,
Great Britain, the Channel Islands or the Isle pp. 52, 53.]
of Man may, if so authorised by its articles,
cause to be kept in any such part of His
Majesty's Dominions in which it transacts
business a branch register of members resident
in that part (in this Act called a 'Dominion
register ').

66

(2) The company shall give to the registrar of
companies notice of the situation of the office
where any Dominion register is kept and of any
change in its situation, and if it is discontinued
of its discontinuance, and any such notice shall
be given within fourteen days of the opening
of the office or of the change or discontinuance,
as the case may be."

(2) For references to a colonial register wherever they occur in the principal Act or in any articles registered before the commencement of this Act there shall be sub25 stituted references to a Dominion register.

(3) If a company makes default in complying with the provisions of subsection (2) of the said section thirty-four or of subsection (3) of section thirty-five of the principal Act (which enacts regulations as to colonial registers), 30 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 company who knowingly and wilfully authorises or permits the default shall be liable to the like penalty.

35

(4) The particulars of the entries in the Dominion register of a company shall, so far as they relate to matters which are required to be stated in the list to be made under section twenty-six of the principal Act, or are particulars which are required to be specified in 40 the summary to be contained in that list, be included in the list and summary made next after copies of those entries are received at the registered office of the

A.D. 1927.

9. Section forty-one of the principal Act (which gives power to a company limited by shares to alter Amendment its share capital) shall be amended as follows:(a) in subsection (1) after the words

of s. 41 of

principal Act.

[M.A., p.53.]

Amendment

of s. 42 of principal Act.

[M.A., p.53.]

Amendment

of 8. 44 of principal Act.

[M.A., p.53.]

"limited

by shares" there shall be inserted the words 5
"or a company limited by guarantee and having
a share capital ";

(b) subsection (3) shall cease to have effect.

10. The following section shall be substituted for section forty-two of the principal Act :10

"(1) If a company having a share capital has—

66

(a) consolidated and divided its share capital into shares of larger amount than its existing shares; or

or

(b) converted any of its shares into stock; 15

(c) re-converted stock into shares; or

(d) redeemed any redeemable preference shares; or

(e) cancelled (otherwise than in connection 20 with a reduction of share capital under section forty-six of this Act) any shares,

it shall within one month after so doing give
notice thereof to the registrar of companies
specifying, as the case may be, the shares 25
consolidated, divided, converted, redeemed or
cancelled, or the stock re-converted.

(2) If a company makes default in complying with
the provisions of this section it shall be liable
to a fine not exceeding five pounds for every 30
day during which the default continues, 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."

11. Section forty-four of the principal Act (which provides for the giving of notice of the increase of share capital or of the members of a company) shall be amended as follows:

66

35

(a) in subsection (1) the words "or in the case of a 40 special resolution the confirmation" shall cease to have effect;

5

10

15

(b) after subsection (1) there shall be inserted the A.D. 1927. following new subsection:

(c) in subsection (2) for the words "and manager
there shall be substituted the words " manager,
secretary or other officer."

66

12. Subject as hereinafter provided, it shall not be Prohibition lawful for a company to give, whether directly or of provision of indirectly, and whether by means of a loan, guarantee, financial the provision of security or otherwise, any financial assistance 20 assistance for the purpose of or in connection with a by company purchase made or to be made by any person of any for purshares in the company:

25

30

35

chase of its

own shares.

Provided that nothing in this section shall be taken [R. 31.] to prohibit

(a) where the lending of money is part of the
ordinary business of a company, the lending of
money by the company in the ordinary course
of its business;

(b) the provision by a company, in accordance with
any scheme for the time being in force, of
money for the purchase by trustees of shares
in the company to be held by or for the benefit
of employees of the company;

(c) the making by a company of loans to persons
bona fide in the employment of the company
with a view to enabling those persons to
purchase shares in the company.

If a company acts in contravention of the provisions of this section it shall be liable to a fine not 40 exceeding one hundred pounds, and every director, manager, secretary or other officer of the company who