Repeal.
XCVIII. Repeal of Act XLIII of 1850. — Act XLIII of 1850 is hereby repealed, except as to acts
done or proceedings commenced or liabilities incurred before the passing of this Act. But such
repeal shall not take effect with respect to any Company registered under the said Act, until such
Company has obtained registration under this Act as hereinafter mentioned.
Temporary Provisions.
XCIX. Registration of existing Companies.—Any Company registered under the said Act, and
any other Company duly constituted by law previously to the passing of this Act, and consisting of
seven or more shareholders, may at any time hereafter register itself as a Company under this Act,
with or without limited liability, subject to this proviso, that no Company established for the purpose
of Banking or Insurance shall be registered under this Act as a limited Company ; and that no
Company shall be registered under this Act unless an assent to its being so registered has been given
by three-fourths in number and value of such of its shareholders as may have been present, personally,
or by proxy in cases where proxies are allowed by the regulations of the Company, at some general
meeting summoned for that purpose.
C. Requisitions for registration by existing companies.—Previously to the registration under
this Act of any existing Company, there shall be delivered to the Registrar of Joint-Stock Companies
the following documents; (that is to say)
(1.) In the case of a Company registered under the said Act, if such Company is not intended to be
registered as a limited Company, a list showing the names, addresses, and occupations, of all persons
who on the day of registration are holders of shares in the Company, with the addition of the shares
held by such persons respectively, distinguishing each share by its number:
(2.) If such Company is intended to be registered as a limited Company under the provisions of
this Act, the above list shall be accompanied with a statement specifying the following particulars:—
The nominal Capital of the Company, and the number of shares into which it is divided;
The number of shares taken, and the amount paid on each share; and
The name of such Company, with the addition of the word “Limited” as the last word thereof:
(3.) In the case of any other Company duly constituted by law previously to the passing of this Act,
and consisting of seven or more shareholders, if it is not intended to be registered as a limited
Company, there shall be delivered to the Registrar of Joint-Stock Companies such list of shareholders
as is hereinbefore mentioned, and also a copy of any Law, Royal Charter, Letters Patent, Deed of
Settlement, or other instrument constituting or regulating the Company:
(4.) If any such Company as last aforesaid is intended to be registered as a limited Company, the
above list and copy shall be accompanied by a statement specifying the following particulars ; (that is
to say)
The nominal capital of the Company, and the number of shares into which it is divided;
The number of shares taken, and the amount paid on each share; and
The name of the Company, with the addition of the word “Limited” as the last word thereof.
CI. Authentication of statements of existing Companies.—The list of shareholders and any
other particulars relating to the Company, hereby required to be delivered to the Registrar, shall be
verified by declaration of the Directors of the Company delivering the same, or any two of them, or of
any two other principal Officers of the Company.
21
CII. Certificate of registration of existing Companies.— Upon compliance with the foregoing
requisitions, the Registrar of Joint-Stock Companies shall certify under his hand that the Company so
applying for registration is incorporated as a Company under this Act, and, in the case of a limited
Company, that it is limited; and thereupon such Company shall be incorporated accordingly ; and all
provisions contained in any Deed of Settlement, Law, Royal Charter, or Letters Patent, or other
instrument constituting or regulating the Company, shall be deemed to be regulations of the Company
within the meaning of this Act; and all the provisions of this Act shall apply to such Company in the
same manner in all respects as if it had been originally incorporated under this Act, subject
nevertheless to the reservations hereinafter contained with respect to the existing rights of creditors
and other persons, and subject to this proviso, that, except in so far as is hereinafter permitted, no
Company, constituted by any special law, shall have power to alter any of the provisions contained in
such law; and no Company constituted by Royal Charter or Letters Patent shall have power, by a
special resolution or otherwise, to alter any of the provisions contained in such Charter or Letters
Patent.
CIII. Power of Company to change name.—Any existing Company may, for the purpose of
obtaining registration with limited liability, change its name by adding thereto the word “Limited,” or
do any other act that may be necessary.
CIV. Certificate to be evidence of compliance with Act.—The certificate of incorporation given
to any existing Company, in pursuance of this Act, shall be conclusive evidence that all the
requisitions herein contained in respect of registration under this Act have been complied with; and
the date of such certificate shall be deemed to be the date on which the Company is incorporated
under this Act.
CV. Saving rights of creditors.— The registration of any existing Company under this Act shall
not, nor shall any act of the Company subsequent to such registration, prejudice any right which
previously to such registration has, or which would, if no such registration had taken place, have
accrued to any creditor or other person against the Company in its corporate capacity in respect of any
act done or liability incurred previously to such registration, or against any person then being or
having been a member of such Company; but every such creditor or other person shall be entitled, in
respect of any such act or liability, to all such remedies against the Company in its corporate capacity,
and against every person then being or having been a member of such Company, as he would have
been entitled to in case such registration had not taken place.