Registry.
I. Company formed by Memorandum of Association and registration.—Seven or more
persons, associated for any lawful purpose, may, by subscribing their names to a Memorandum of
Association, and otherwise complying with the requisitions of this Act in respect of registration, form
themselves into an incorporated Company, with or without limited liability.
Banking or Insurance Company not to be formed with limited liability.—Provided that
nothing in this Act shall authorise any persons to form themselves into a Joint-Stock Company or
Association, with limited liability, for the purpose of Banking or Insurance.
II. Penalty on partnerships exceeding a certain number.—Not more than twenty persons shall
after the first day of January 1858 carry on in partnership, in any part of the territories in the
possession and under the Government of the East India Company, any trade or business having gain
for its object, unless they are registered as a Company under this Act, or are authorised so to carry on
business by an Act of Parliament, or by Royal Charter or Letters Patent, or by an Act of the Governor
General of India in Council; and if any persons carry on business in partnership contrary to this
provision, every person so acting shall be severally liable for the payment of the whole debts of the
partnership, and may be sued for the same without the joinder in the action or suit of any other
members of the partnership.
III. Matters required to be prescribed by Memorandum of Association.—The Memorandum
of Association shall contain the following things: (that is to say)
(1.) The name of the proposed Company;
(2.) The part of the said territories in which the registered Office of the Company is to be
established;
(3.) The objects for which the proposed Company is to be established;
(4.) The liability of the shareholders, whether it is to be limited or unlimited;
(5.) The amount of the nominal Capital of the proposed Company;
(6.) The number of shares into which such Capital is to be divided, and the amount of each share.
In the case of a Company formed with limited liability, and hereinafter called a limited Company,
the word “limited” shall be the last word in the name of the Company.
IV. Prohibition against identity of names in registered Companies.—No Company shall be
registered under a name identical with that by which a subsisting Company is already registered, or so
nearly resembling the same as to be calculated to deceive; and if any Company, through inadvertence
or otherwise, is registered by a name identical with that by which a subsisting Company is registered,
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or so nearly resembling the same as to be calculated to deceive, such first-mentioned Company may,
with the sanction of the Registrar, and shall, if required by him so to do, change its name, and upon
such change being made, the Registrar shall enter the new name on the Register in the place of the
former name; but no such alteration of name shall affect any rights or obligations of the Company or
of any member thereof, or render defective any legal proceedings instituted or to be instituted by or
against the Company; and any legal proceedings may be continued or commenced against the
Company by its new name, that might have been continued or commenced against the Company by its
former name.
V. Form of Memorandum of Association.—The Memorandum of Association shall be in the
form marked A in the Schedule hereto, or as near thereto as circumstances admit; and it shall, when
registered, bind the Company and the shareholder therein to the same extent as if each shareholders
had subscribed his name and affixed his seal thereto, or otherwise duly executed the same, and there
were in such Memorandum contained, on the part of himself, his heirs, executors, administrators, or
representatives, a covenant to conform to all the regulations of such Memorandum, subject to the
provisions of this Act.
VI. Shares to be taken by subscribers of Memorandum of Association.—Every subscriber of
the Memorandum of Association shall take one share at the least in the Company; the number of
shares taken by each subscriber shall be set opposite his name in such Memorandum of Association
and upon the incorporation of the Company, he shall be entered in the Register of shareholders
hereinafter mentioned as a shareholder to the extent of the shares he has taken.
VII. Special regulations may be prescribed by Articles of Association.—The Memorandum of
Association may be accompanied by, or have annexed thereto, or endorsed thereon, Articles of
Association signed by the subscribers to the Memorandum of Association, and prescribing regulations
for the Company; but if no such regulations are prescribed or so far as the same do not extend to
modify the regulations contained in the Table marked B in the Schedule hereto, such last-mentioned
regulations shall, so far as the same are applicable, be deemed to be the regulations of the Company,
and shall bind the Company and the shareholders therein to the same extent as if they had been
inserted in Articles of Association, and such articles had been registered.
VIII. Form and effect of Articles of Association.—The Articles of Association shall be in the
form marked C in the Schedule hereto, or as near thereto as circumstances admit; they shall, when
registered, bind the Company and the shareholders therein to the same extent as if each shareholder
had subscribed his name an affixed his seal thereto or otherwise duly executed the same, and there
were in such Articles contained, on the part of himself, his heirs, executors, administrators, or
representatives, a covenant to conform to all the regulations of such Articles, subject to the provisions
of this Act.
IX. Use of printed copies of Memorandum or Articles.—Any person signing a printed copy of
the Memorandum of Association, or Articles of Association, shall be deemed to have signed such
Memorandum and Articles respectively.
Attestation of execution.—The execution by any person of the Memorandum of Association or
Articles of Association shall be attested by one witness at the least.
X. Registration of Memorandum of Association and Articles of Association.—The
Memorandum of Association and Articles of Association shall be delivered to the Registrar of JointStock Companies, who shall retain and register the same; there shall be paid to the Registrar of JointStock Companies, in respect of the several matters mentioned in the Table marked D in the Schedule
hereto, the several fees therein specified, or such smaller fees as the Governor General of India in
Council may from time to time direct; and all fees so paid shall be accounted for to Government.
XI. Effect of registration.—Upon any such Memorandum of Association, either with or without
Articles of Association as aforesaid, being registered, the Registrar shall certify under his hand that the
Company is incorporated, and, in the case of a limited Company, that the Company is limited; the
subscribers of the Memorandum of Association, together with such other persons as may from time to
time become shareholders in the Company, shall thereupon be a body corporate by the name
prescribed in the Memorandum of Association, having a perpetual succession and a common seal, with
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power to hold land, but with such pecuniary liability on the part of the shareholders as is hereinafter
mentioned: the certificate of incorporation given by the Registrar shall be conclusive evidence that all
the requisitions of this Act in respect of registration have been complied with; and the date of such
certificate shall be deemed to be the date of the incorporation of the Company.
XII. Director to be liable for debts if dividend be paid contrary to the provisions of the Act,
or when the Company is known by them to be insolvent.—If the Directors of any such company
shall declare and pay any dividend contrary to the provisions of this Act or when the Company is
known by them to be insolvent, or any dividend the payment of which would, to their knowledge,
render it insolvent, they shall be jointly and severally liable for all the debts of the Company then
existing, and for all that shall be thereafter contracted, so long as they shall respectively continue in
office;
Proviso.—provided always that the amount for which they shall all be so liable shall not exceed
the amount of such dividend, and that, if any of the Directors shall be absent at the time of making the
dividend or dividends so declared or paid, or if present and objecting thereto shall file their objection in
writing with the Clerk of the Company, and shall forthwith publish notice of such objection in the
Official Gazette or in some newspaper circulating in the place in which the registered Office of the
Company is situate, they shall be exempted from the said liability.
XIII. Issue of shares by Company.—As soon as a certificate of incorporation has been granted
by the Registrar of Joint-Stock Companies, the Company may issue certificates of shares to the
subscribers to the Memorandum of Association, and to all other persons to whom shares may be
allotted, of such number and amount as may be prescribed by the Memorandum of Association, but
not of any greater number or amount; the shares so issued shall be personal estate, and shall not be of
the nature of real estate, and each share shall be distinguished by its appropriate number.
Register of Shareholders.
XIV. Register of shareholders.—Every Company registered under this Act, hereinafter referred
to as “the Company,” shall cause to be kept in one or more books a Register of shareholders, and there
shall be entered therein the following particulars:—
(1.) The names, addresses, and occupations, if any, of the shareholders in the Company, and
the shares held by each of them, distinguishing each share by its number;
(2.) The amount paid on the shares of each shareholder;
(3.) The date at which the name of any person was entered in the Register as a shareholder;
(4.) The date at which any person ceased to be a shareholder in respect of any share.
XV. Annual list of shareholders of Register.—Once at the least in every year a list shall be
made of all persons who on the fourteenth day succeeding the day on which the ordinary general
meeting of the Company, or if there is more than one ordinary meeting in each year, the first of such
ordinary general meetings is held, are holders of shares in the Company; and such list shall state the
names, addresses, and occupations of all the persons therein mentioned, and the number of shares held
by each of them, and shall contain a summary specifying the following particulars:—
(1.) The amount of the nominal Capital of the Company, and the number of shares into which it is
divided;
(2.) The number of Shares taken from the commencement of the Company up to the date of the
summary;
(3.) The amount of calls made on each share;
(4.) The total amount of calls that have been received;
(5.) The total amount of calls unpaid;
(6.) The total amount of shares forfeited.
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The above list and summary shall be contained in a separate part of the Register, and shall be
in the form marked E in the Schedule hereto, or as near thereto as circumstances admit: such list
and summary shall be completed within seven days after such fourteen day as is mentioned in this
Section, and a copy thereof, authenticated by the seal of the Company, shall forthwith be
forwarded to the Register; and any person may inspect and take copies of the same, subject to the
regulations under which a person is here in after declared to be entitled to inspect and take copies
of any documents kept by the Registrar.
XVI. Penalty on Company not keeping a proper Register.—If any Company registered under
this Act makes default in keeping a Register of shareholders, or in sending a copy of such list and
summary as aforesaid to the Registrar in compliance with the foregoing rules, such Company shall
incur a penalty not exceeding fifty Rupees for every day during which such default continues.
XVII. Restrictive definition of shareholder.—No notice of any trust, express or implied or
constructive, shall be entered on the Register or be receivable by the Company; and every person who
has accepted any share in a Company registered under this Act, and whose name is entered in the
Register of shareholders, and no other person (except a subscriber to the Memorandum of Association
in respect of the shares subscribed for by him) shall, for the purposes of this Act, be deemed to be a
shareholder.
XVIII. Transfer of shares.—The transfer of any share in the Company shall be in the form
marked F in the Schedule hereto, or to the like effect, and shall be executed both by the transferrer and
transferree; the transferrer shall be deemed to remain a holder of such share until the name of the
transferree is entered in the Register-book in respect thereof.
XIX. Certificate of shares.—A certificate, under the common seal of the Company,
specifying any share or shares held by any shareholder, shall be prima facie evidence of the title of
the shareholder to the share or shares therein specified.
XX. Calls a debt to Company.— The amount of calls, for the time being unpaid on any share,
shall be deemed to be a debt due from the holder of such share to the Company.
XXI. Inspection of Register and annual list of share-holders.—The Register and annual list of
shareholders commencing from and the incorporation of the Company, shall be kept at the registered
Office of the Company here in after mentioned; except when the Register is closed as hereinafter
mentioned, such Register and annual list shall during business hours, but subject to such
reasonable restrictions as the Company in general meeting may impose, so that not less than
two hours in each day be appointed for inspection, be opened to the inspection of any
shareholder gratis, and to the inspection of any other person on the payment of one Rupee, or
such less sum as the Company may prescribe for each inspection; and every such.
shareholder
or other person may require a copy of such Register and annual list, or of any part thereof, on
payment of two annas for every one hundred words required to be copied; if such inspection or
copy is refused, the Company shall incur for each refusal a penalty not exceeding Fifty
Rupees, and a further penalty not exceeding Twenty Rupees for every day during which such
refusal continues.
XXII. Power to close Register.—The Company may, upon giving notice by advertisement in
some newspapers circulating in that part of the said territories in which the registered Office of the
Company is situate, close the Register of shareholders for any time or times not exceeding on the
whole twenty-one days in each year: and the period, during which the books are closed, shall not be
reckoned as part of the time within which a transfer is to be registered.
XXIII. Remedy for improper entry, or omission of entry in Register.—If the name of
any person is without sufficient cause entered or omitted to be entered in the Register of
shareholders of any Company, such person, or any shareholder of the Company, may, by
petition to the principal Court of original Civil jurisdiction in the district or place in which the
registered Office of the Company is situate; apply to such Court for an order that the Register
may be rectified; and the Court may either refuse such application, with or without costs to be
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paid by the applicant, or it may, if satisfied of the justice of the case, make an order for the
rectification of the Register, and may direct the Company to pay all the costs of such motion or
petition, and any damages the party aggrieved may have sustained; and if the Company makes
default or is guilty of unnecessary delay in registering any transfer of shares, they shall be
responsible to any person injured by such default or delay for the amount of damage he may thereby
have sustained.
XXIV. Register to be evidence.—The Register of shareholders shall be prima facie evidence
of any matters by this Act directed or authorised to be inserted therein.
XXV. Copies of Memorandum and Articles of Association to be forwarded to
shareholders.—Copies of the Memorandum of Association and Articles of Association shall be
forwarded by the Company to every shareholder, at his request, on payment of the sum of one Rupee
for each copy, or such less sum as may be prescribed by the Company.