Position of Directors Section 2. A company will not be wound up because it has ceased to carry on one of several businesses, unless that business is the main object of the company. That point raises questions upon which I should not like to give any opinion without having them fully discussed. Jai Manga Ram Mukhi, 1994 1 Comp L. Can a company buy its own shares? A company usually has a main object, which is put first in the list of its objects — or there may be two or more main objects, as in clauses a and b in the form on p. Hughes 2 than that it turned entirely upon the peculiar facts of the case. His share wen- forfeited : — Held, S.
It is intended to pay dividends thereon half-yearly on June I5tb and December 15th. Also, a person who has been a director and has obtained info must not do the same as above: s183 1. The company was formed to purchase investments, and to borrow and lend money and pay the profits as dividends. Certain provisions in Corps Act provide exceptions to Salomon verdict: S588G- debts incurred by company when insolvent or insolvency is impaired by incurring that debt. In the light of these decisions it is difficult to say that there was a valid meeting of the Stewards. There can be no dispute that the principle of construction contended for on behalf of the respondents is correct.
Even if the power of refusal is so specified and provided for the registration of a transferred share cannot be refused arbitrarily or for any collateral purpose, and can by refused only for a bonafide reason in the interest of the company and the general interest of the shareholders. P 210 Principles of Company Law. In 1914 the plaintiff issued a writ against the association and its secretary claiming injunctions and declarations in respect of matters which related to the affairs of the association and for certain other relief, which in substance was to enforce his rights under the articles. The company cannot in the ordinary course be bound otherwise than by statute or contract, and it is in this section that its obligation must be found, so far as the members are concerned. Question 1: Explain the different sources of Law in England. What orders may be made by the court on a winding-up petition? Having regard to the trouble involved and the time taken we fix under Rule 12 of Order 6, High Court Fees Rules, a fee of Rs.
It is necessarily takes us to clause 41 of the articles of association which provides for transfer of shares. In this view it may not be necessary to consider the other objections to the meeting. Debentures must be registered under the Com- panies Act. This approves the decision of Astbury J, in Hickman v Kent or Romney Marsh Sheep-Breeders' Assocn. Be that as it may, articles of association, traditionally caused confusion to both academics and students alike given its conflicting legal effects.
That is to say, a bargain is made between a professional man and Baylis which, so far as the case is concerned, does not appear to have been communicated to those who were invited to join the company, that if the former will advance money for the formation of the company, he shall be appointed permanent solicitor, and the company shall be obliged to employ him as their professional adviser. It is difficult to reconcile these two classes of decisions and the judicial opinions therein expressed, but I think this much is clear, first, that no article can constitute a contract between the company and a third person; secondly, that no right merely purporting to be given by an article to a person, whether a member or not, in a capacity other than that of a member, as, for instance, as solicitor, promoter, director, can be enforced against the company; and, thirdly, that articles regulating the rights and obligations of the members generally as such do create rights and obligations between them and the company respectively. Wardle 1889 , 58 L. Very wide powers conferred by general words in the Memorandum such as clause u in the form od p. Members entitled to one gratis.
Annamalai Chetti, and two Stewards. A company however must keep a register of shareholders + shares held: ss168-169, which is open for inspection for members:s173. Any name may be chosen subject to the following restrictions : 1. Small to draft the resolutions. A company cannot sell its assets under this section to a foreign company c. If no quorum is fixed by the Articles, the number of directors who usually act will be sufficient ; but in any case, notice of the meeting must be given to all the directors.
I 114 Principles of Company Law. If one director is compelled to pay for misfeasance, can he recover contribution from the other directors? Will not count for the voting for quorum or voting purposes. Reasonable steps to prevent incurring the debt: s588H 5 —in determining this, the following are assessed: a action the person took with a view to appointing an administrator b when action was taken c results of the action: s588H 6. A copy of the charter or deed of settlement of the company. Can the company insist on putting the executors on the register of members? The wording of this section, except certain minor variations, may be traced back to the Companies Act 1844. Bankruptcy Act 1966 Cth , s206B 3 , 4 prohibits someone who has not been discharged from bankruptcy to manage a company.
If the capital of the company is not more than £10,000 the petition may be presented in the county court ; if more, in the High Court. Hierarchal means that the courts which are high in the system hear appeals from the ones below them. Shares in a company ure personal property, eveu 92 Principles of Company Law. As to priorities where default is set off against indemnity see Be British Poiver Traction Co. Capital ---- £140,000 Divided into 14,000 G per cent, cumulative preference shares of £5 £ each ~ 14,000 ordinary shares of £5 each 70,000 Issue of 12,000 G per cent, cumulative preference Bhares of £5 each 60,000 L0,500 ordinary shares of £5. It is said that it was adopted and incorporated into the articles, but I cannot accede to that.
To the above named Company, Gentlemen, Having paid to your hankers the sum of £ , being a deposit of £1 per share on of the above-mentioned ordinary shares, I we request you to allot to me us that number of Shares. London, Chatham and Dover Rail. Meetings and Resolutions Section 1. The company must register the transfer as soon as possible, having regard to any inquiries that may be necessary. The petition must be presented at the registrar's office and must be advertised in the London Gazette and one other London or local paper, or as the registrar shall direct z. The holder of a share warrant shall be subject to the conditions for the time being in force, whether made before or after the issue of such warrant.