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

and auditors.

36. Amendment of s. 92 of principal Act.

37. Amendments as to registration of mortgages and charges.

38.

Amendment of s. 95 of principal Act. 39. Provisions as to receivers and managers. 40. Amendment of s. 102 of principal Act. 41. Amendment of s. 104 of principal Act. 42. Amendments as to investigations of companies' affairs by inspectors.

43. Amendment as to service of process.

44. Power to acquire shares of shareholders dissenting from scheme or contract approved by majority.

45. Repeal of s. 119 of principal Act.

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

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

48. Provisions for facilitating reconstruction

amalgamation of companies.

49. Amendment as to private companies.

50. Jurisdiction to wind up companies in England.
51. Commencement of winding-up by the court.
52. Amendment of s. 144 of principal Act.
53. Amendment of s. 146 of principal Act.

54. Amendment of s. 147 of principal Act.

and

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

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60. Amendment as to voluntary winding-up in certain

cases.

61. Disclaimer of onerous property.

Clause.

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

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

66.

Offences by officers of companies in liquidation. 67. Liability where proper accounts not kept. 68. Provisions with respect to fraudulent trading. 69. Amendment of s. 148 of principal Act.

70. Prosecution of delinquent directors.

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

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

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

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

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

77. Provisions as to auditors.

78.

Notification that a company is in liquidation. 79. Amendment of subs. (6) of s. 243 of principal Act. 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. Restrictions on offering of shares for subscription or sale.

84.

Provisions with respect to prospectuses of foreign companies inviting subscriptions for shares or offering shares for sale.

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

86. Saving as to private prosecutors.

87. Saving for privileged communications.

88. Process to compel production of documents kept by registrar not to issue without leave.

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

90. Minor amendments.

Clause.

PROVISIONS RELATING TO SCOTLAND.

91. Amendment of ss. 135 and 136 of principal Act. 92. Application to Scotland of s. 151 of principal Act. 93. Rules for winding-up in Scotland.

94. Amendment of s. 208 of principal Act.

95. Application to Scotland of s. 210 of principal Act. 96. Amendment of s. 213 of principal Act.

97. Application to Scotland of s. 215 of principal Act. 98. Application to Scotland of s. 224 of principal Act. 99. Committees of inspection in winding up in Scotland. 100. Application to Scotland of s. 109 of principal Act. 101. Application to Scotland of certain provisions. 102. Attendance of director of company at meeting of creditors.

103. Unclaimed dividends, &c., to be lodged in bank. 104. Power of court to stay proceedings against company.

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

106. Amendment of subs. (6) of s. 243 of principal Act with respect to fees payable in Scotland.

REPEAL, SHORT TITLE, &c.

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

108. Short title, construction, repeal and commence

ment.

SCHEDULES.

A

BILL

ΤΟ

Amend the Companies Acts, 1908 to 1917, and
for purposes connected therewith.

E it enacted by the King's most Excellent Majesty,

BE 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:

PROVISIONS OF GENERAL APPLICATION.

A.D. 1928.

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 10 or which in the opinion of the registrar suggests, or is by certain companies 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.

15

(2) No company, other than an association which in pursuance of section twenty of the principal Act is to be registered without the addition of the word 66 Limited to its name, shall be registered by a name which contains the words "Chamber of Commerce." 20 If in the case of a company which has been registered by a name containing the words "Chamber of Commerce" the licence granted under the said section twenty is revoked by the Board of Trade, the name of the company shall, within a period of six weeks from the 25 date of the revocation or such longer period as the Board may think fit to allow, be changed to a name which does not contain the words "Chamber of Commerce," and if

A.D. 1928. the name of the company is not so changed the company shall be liable to a fine not exceeding fifty pounds for every day during which the default continues.

Declaration as to operation of s. 9 of principal [R.5 (p. 67).]

Act.

Amendment of s. 18 of principal Act.

In any such case the notice to be given by the Board of Trade under subsection (4) of the said section 5 of their intention to revoke the said licence shall include a statement of the effect of the last foregoing paragraph of this subsection.

(3) No company shall be registered by a name which contains the words " building society."

10

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

3. Section eighteen of the principal Act (which 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.]

20

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

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

66

secretary, or other officer of the company "who knowingly and wilfully authorises or 30 permits the default shall be liable to the like penalty":

66

66

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

"(3) Where any alteration is made in the 35
memorandum of a company, every copy
of the memorandum issued after the date
of the alteration shall be in accordance with
the alteration.

"If, where any such alteration has been 40 made, the company at any time after the

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