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Companies (Consolidation) Act 1908

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  1. Introductory Text

  2. Part I Constitution and Incorporation

    1. Prohibition of Large Partnerships

      1. 1.Prohibition of partnerships exceeding certain number

    2. Memorandum of Association

      1. 2.Mode of forming incorporated company

      2. 3.Memorandum of company limited by shares

      3. 4.Memorandum of company limited by guarantee

      4. 5.Memorandum of unlimited company

      5. 6.Stamp and signature of memorandum

      6. 7.Restriction on alteration of memorandum

      7. 8.Name of company and change of name

      8. 9.Alteration of objects of company

    3. Articles of Association

      1. 10.Registration of articles

      2. 11.Application of Table A

      3. 12.Form stamp and signature of articles

      4. 13.Alteration of articles by special resolution

    4. General Provisions

      1. 14.Effect of memorandum and articles

      2. 15.Registration of memorandum and articles

      3. 16.Effect of registration

      4. 17.Conclusiveness of certificate of incorporation

      5. 18.Copies of memorandum and articles to be given to members

    5. Associations not for Profit

      1. 19.Restriction on charitable and other companies holding land

      2. 20.Power to dispense with " limited " in name of charitable and other companies

    6. Companies limited by Guarantee

      1. 21.Provision as to companies limited by guarantee

  3. Part II Distribution and Reduction of Share Capital, Registration of Unlimited Company as Limited, and Unlimited Liability of Directors

    1. Distribution of Share Capital

      1. 22.Nature of shares

      2. 23.Certificate of shares or stock

      3. 24.Definition of member

      4. 25.Register of members

      5. 26.Annual list of members and summary

      6. 27.Trusts not to be entered on register

      7. 28.Registration of transfer at request of transferor

      8. 29.Transfer by personal representative

      9. 30.Inspection of register of members

      10. 31.Power to close register

      11. 32.Power of court to rectify register

      12. 33.Register to be evidence

      13. 34.Power for company to keep colonial register

      14. 35.Regulations as to colonial register

      15. 36.Stamp duties in case of shares registered in colonial registers

      16. 37.Issue and effect of share warrants to bearer

      17. 38.Forgery, personation, unlawfully engraving plates, &c

      18. 39.Power of company to arrange for different amounts being paid on shares

      19. 40.Power to return accumulated profits in reduction of paid-up share capital

      20. 41.Power of company limited by shares to alter its share capital

      21. 42.Notice to registrar of consolidation of share capital, conversion of shares into stock, &c

      22. 43.Effect of conversion of shares into stock

      23. 44.Notice of increase of share capital or of members

      24. 45.Re-organisation of share capital

    2. Reduction of Share Capital

      1. 46.Special resolution for reduction of share capital

      2. 47.Application to court for confirming order

      3. 48.Addition to name of company of " and reduced."

      4. 49.Objections by creditors and settlement of list of objecting creditors

      5. 50.Order confirming reduction

      6. 51.Registration of order and minute of reduction

      7. 52.Minute to form part of memorandum

      8. 53.Liability of members in respect of reduced shares

      9. 54.Penalty on concealment of name of creditor

      10. 55.Publication of reasons for reduction

      11. 56.Increase and reduction of share capital in case of a company limited by guarantee having a share capital

    3. Registration of Unlimited Company as Limited

      1. 57.Registration of unlimited company as limited

      2. 58.Power of unlimited company to provide for reserve share capital on re-registration

    4. Reserve Liability of Limited Company

      1. 59.Reserve liability of limited company

    5. Unlimited Liability of Directors

      1. 60.Limited company may have directors with unlimited liability

      2. 61.Special resolution of limited company making liability of directors unlimited

  4. Part III Management and Administration

    1. Office and Name

      1. 62.Registered office of company

      2. 63.Publication of name by a limited company

    2. Meetings and Proceedings

      1. 64.Annual general meeting

      2. 65.First statutory meeting of company

      3. 66.Convening of extraordinary general meeting on requisition

      4. 67.Provisions as to meetings and votes

      5. 68.Representation of companies at meetings of other companies of which they are members

      6. 69.Definitions of extraordinary and special resolution

      7. 70.Registration and copies of special resolutions

      8. 71.Minutes of proceedings of meetings and directors

    3. Appointment, Qualification, &c. of Directors

      1. 72.Restrictions on appointment or advertisement of director

      2. 73.Qualification of director

      3. 74.Validity of acts of directors

      4. 75.List of directors to be sent to registrar

    4. Contracts, &c

      1. 76.Form of contracts

      2. 77.Bills of exchange and promissory notes

      3. 78.Execution of deeds abroad

      4. 79.Power for company to have official seal for use abroad

    5. Prospectus

      1. 80.Filing of prospectus

      2. 81.Specific requirements as to particulars of prospectus

      3. 82.Obligations of companies where no prospectus is issued

      4. 83.Restriction on alteration of terms mentioned in prospectus or statement in lieu of prospectus

      5. 84.Liability for statements in prospectus

    6. Allotment

      1. 85.Restriction as to allotment

      2. 86.Effect of irregular allotment

      3. 87.Restrictions on commencement of business

      4. 88.Return as to allotments

    7. Commissions and Discounts

      1. 89.Power to pay certain commissions, and prohibition of payment of all other commissions, discounts, &c

      2. 90.Statement in balance sheet as to commissions and discounts

    8. Payment of Interest out of Capital

      1. 91.Power of company to pay interest out of capital in certain cases

    9. Certificates of Shares, &c

      1. 92.Limitation of time for issue of certificates

    10. Information as to Mortgages, Charges, &c

      1. 93.Registration of mortgages and charges in England and Ireland

      2. 94.Registration of enforcement of security

      3. 95.Filing of accounts of receivers and managers

      4. 96.Rectification of register of mortgages

      5. 97.Entry of satisfaction

      6. 98.Index to register of mortgages and charges

      7. 99.Penalties

      8. 100.Company's register of mortgages

      9. 101.Right to inspect copies of instruments creating mortgages and charges and company's register of mortgages

      10. 102.Right of debenture holders to inspect the register of debenture holders and to have copies of trust deed

    11. Debentures and Floating Charges

      1. 103.Perpetual debentures

      2. 104.Power to re-issue redeemed debentures in certain cases

      3. 105.Specific performance of contract to subscribe for debentures

      4. 106.Validity of debentures to bearer in Scotland

      5. 107.Payments of certain debts out of assets subject to floating charge in priority to claims under the charge

    12. Statement to be published by Banking and certain other Companies

      1. 108.Certain companies to publish statement in schedule

    13. Inspection and Audit

      1. 109.Investigation of affairs of company by Board of Trade inspectors

      2. 110.Power of company to appoint inspectors

      3. 111.Report of inspectors to be evidence

      4. 112.Appointment and remuneration of auditors

      5. 113.Powers and duties of auditors

      6. 114.Rights of preference shareholders, &c. as to receipt and inspection of reports, &c

    14. Carrying on Business with less than the legal Minimum, of Members

      1. 115.Prohibition of carrying on business with fewer than seven; or, in the case of a private company, two members

    15. Service and Authentication of Documents

      1. 116.Service of documents on company

      2. 117.Authentication of documents

    16. Tables and Forms

      1. 118.Application and alteration of tables and forms

    17. Arbitrations

      1. 119.Arbitration between companies and others

    18. Power to compromise

      1. 120.Power to compromise with creditors and members

    19. Meaning of "Private Company"

      1. 121.Meaning of "private company."

  5. Part IV Winding Up

    1. Preliminary

      1. 122.Modes of winding up

    2. Contributories

      1. 123.Liability as contributories of present and past members

      2. 124.Definition of contributory

      3. 125.Nature of liability of contributory

      4. 126.Contributories in case of death of member

      5. 127.Contributories in case of bankruptcy of member

      6. 128.Provision as to married women

    3. Winding up by Court

      1. 129.Circumstances in which company may be wound up by court

      2. 130.Company when deemed unable to pay its debts

      3. 131.Jurisdiction to wind up companies in England

      4. 132.Conduct of winding-up business in High Court in England

      5. 133.Transfer of proceedings

      6. 134.Jurisdiction to wind up companies in Ireland

      7. 135.Jurisdiction to wind up companies in Scotland

      8. 136.Power in Scotland to remit winding up to Lord Ordinary

      9. 137.Provisions as to applications for winding up

      10. 138.Effect of winding-up order

      11. 139.Commencement of winding up by court

      12. 140.Power to stay or restrain proceedings against company

      13. 141.Powers of court on hearing petition

      14. 142.Actions stayed on winding-up order

      15. 143.Copy of order to be forwarded to registrar

      16. 144.Power of court to stay winding up

      17. 145.Court may have regard to wishes of creditors or contributories

    4. Official Receiver

      1. 146.Definition of official receiver

      2. 147.Statement of company's affairs to be submitted to official receiver

      3. 148.Report by official receiver

    5. Liquidators

      1. 149.Appointment, remuneration, and title of liquidators

      2. 150.Custody of company's property

      3. 151.Powers of liquidator

      4. 152.Meetings of creditors and contributories in English winding up

      5. 153.Liquidator to give information to official receiver

      6. 154.Payments of liquidator in English winding up into bank

      7. 155.Audit of liquidator's accounts in English winding up

      8. 156.Books to be kept by liquidator in English winding up

      9. 157.Release of liquidators in England

      10. 158.Exercise and control of liquidator's powers in England

      11. 159.Control of Board of Trade over liquidators in England

    6. Committee of Inspection, Special Manager, Receiver

      1. 160.Committee of inspection in English winding up

      2. 161.Power in England to appoint special manager

      3. 162.Power in England to appoint official receiver as receiver for debenture holders or creditors

    7. Ordinary Powers of Court

      1. 163.Settlement of list of contributories and application of assets

      2. 164.Power to require delivery of property

      3. 165.Power to order payment of debts by contributory

      4. 166.Power of court to make calls

      5. 167.Power to order payment into bank

      6. 168.Order on contributory conclusive evidence

      7. 169.Power to exclude creditors not proving in time

      8. 170.Adjustment of rights of contributories

      9. 171.Power to order costs

      10. 172.Dissolution of company

      11. 173.Delegation to liquidator of certain powers of court in England

    8. Extraordinary Powers of Court

      1. 174.Power to summon persons suspected of having property of company

      2. 175.Power in England to order public examination of promoters, directors, &c

      3. 176.Power to arrest absconding contributory

      4. 177.Powers of court cumulative

    9. Enforcement of and Appeal from Orders

      1. 178.Power to enforce orders

      2. 179.Order for calls on contributories in Scotland

      3. 180.Enforcement of orders throughout United Kingdom

      4. 181.Appeals from order

    10. Voluntary Winding Up

      1. 182.Circumstances in which company may be wound up voluntarily

      2. 183.Commencement of voluntary winding up

      3. 184.Effect of voluntary winding up on status of company

      4. 185.Notice of resolution to wind up voluntarily

      5. 186.Consequences of voluntary winding up

      6. 187.Notice by liquidator of his appointment

      7. 188.Rights of creditors in a voluntary winding up

      8. 189.Power to fill vacancy in office of liquidator

      9. 190.Delegation of authority to appoint liquidators

      10. 191.Arrangement when binding on creditors

      11. 192.Power of liquidator to accept shares, &c. as consideration for sale of property of company

      12. 193.Power to apply to court

      13. 194.Power of liquidator to call general meeting

      14. 195.Final meeting and dissolution

      15. 196.Costs of voluntary liquidation

      16. 197.Saving for rights of creditors and contributories

      17. 198.Power of court to adopt proceedings of voluntary winding up

    11. Winding Up subject to Supervision of Court

      1. 199.Power to order winding up subject to supervision

      2. 200.Effect of petition for winding up subject to supervision

      3. 201.Court may have regard to wishes of creditors and contributories

      4. 202.Power for court to appoint or remove liquidators

      5. 203.Effect of supervision order

      6. 204.Appointment of voluntary liquidator as liquidator in winding up by court in Scotland or Ireland

    12. Supplemental Provisions

      1. 205.Avoidance of transfers, &c. after commencement of winding up

      2. 206.Debts of all descriptions to be proved

      3. 207.Application of bankruptcy rules in winding up of insolvent English and Irish companies

      4. 208.Ranking of claims in Scotland

      5. 209.Preferential payments

      6. 210.Fraudulent preference

      7. 211.Avoidance of certain attachments, executions, &c. in case of company registered in England or Ireland

      8. 212.Effect of floating charge

      9. 213.Effect in case of company registered in Scotland of diligence within sixty days of winding up by or subject to supervision of court

      10. 214.General scheme of liquidation may be sanctioned

      11. 215.Power of court to assess damages against delinquent directors, &c

      12. 216.Penalty for falsification of books

      13. 217.Prosecution of delinquent directors, &c

      14. 218.Penalty on perjury

      15. 219.Meetings to ascertain wishes of creditors or contributories

      16. 220.Books of company to be evidence

      17. 221.Inspection of books

      18. 222.Disposal of books and papers of company

      19. 223.Power of court to declare dissolution of company void

      20. 224.Information as to pending liquidations in England

      21. 225.Judicial notice of signature of officers

      22. 226.Special commission for receiving evidence

      23. 227.Court may order examination of persons in Scotland

      24. 228.Affidavits, &c. in United Kingdom and colonies

      25. 229.Companies liquidation account defined

      26. 230.Investment of surplus funds on general account

      27. 231.Separate accounts of particular estates

      28. 232.Certain receipts and fees to be applied in aid of expenditure

      29. 233.Officers and remuneration

      30. 234.Annual accounts of English, winding up

      31. 235.Returns by officers in English winding up

      32. 236.Proceedings of Board of Trade

    13. Rules and Fees

      1. 237.Rules and fees for winding up in England

      2. 238.Powers to make rules of procedure

    14. Special Provisions as to Stannaries

      1. 239.Attachment of debt due to contributory on winding up in stannaries court

      2. 240.Preferential payments in stannaries cases

      3. 241.Provisions as to mine club funds

    15. Removal of Defunct Companies from Register

      1. 242.Registrar may strike defunct company off register

  6. Part V Registration Office and Fees

    1. 243.Registration offices in England, Scotland, and Ireland

    2. 244.Fees

  7. Part VI Application of Act to Companies formed and registered under former companies act

    1. 245.Application of Act to companies formed under former Companies Acts

    2. 246.Application of Act to companies registered under former Companies Acts

    3. 247.Application of Act to companies re-registered under Companies Act, 1879

    4. 248.Mode of transferring shares

  8. Part VII Companies authorised to register under this Act

    1. 249.Companies capable of being registered

    2. 250.Definition of joint stock company

    3. 251.Liability of bank of issue unlimited in respect of notes

    4. 252.Requirements for registration by joint stock companies

    5. 253.Requirements for registration by other than joint stock companies

    6. 254.Authentication of statements of existing companies

    7. 255.Registrar may require evidence as to nature of company

    8. 256.On registration of banking company with limited liability, notice to be given to customers

    9. 257.Exemption of certain companies from payment of fees

    10. 258.Addition of " limited " to name

    11. 259.Certificate of registration of existing companies

    12. 260.Vesting of property on registration

    13. 261.Saving for existing liabilities

    14. 262.Continuation of existing actions

    15. 263.Effect of registration under Act

    16. 264.Power to substitute memorandum and articles for deed of settlement

    17. 265.Power of court to stay or restrain proceedings

    18. 266.Actions stayed on winding-up order

  9. Part VIII Winding Up of Unregistered Companies

    1. 267.Meaning of unregistered company

    2. 268.Winding up of unregistered companies

    3. 269.Contributories in winding up of unregistered company

    4. 270.Power of court to stay or restrain proceedings

    5. 271.Actions stayed on winding-up order

    6. 272.Directions as to property in certain cases

    7. 273.Provisions of Part of Act cumulative

  10. Part IX Companies established outside the United Kingdom

    1. 274.Requirements as to companies established outside the United Kingdom

    2. 275.Power of companies incorporated in British possessions to hold lands

  11. Part X Supplemental

    1. Legal Proceedings, Offences, &c

      1. 276.Prosecution of offences

      2. 277.Applications of fines

      3. 278.Costs in actions by certain limited companies

      4. 279.Power of court to grant relief in certain cases

      5. 280.Jurisdiction of stannaries court

      6. 281.Penalty for false statement

      7. 282.Penalty for improper use of word " Limited."

    2. Report by Board of Trade

      1. 283.Annual Report by Board of Trade

    3. Authentication of Documents issued by Board of Trade

      1. 284.Authentication of documents issued by Board of Trade

    4. Interpretation, &c

      1. 285.Interpretation

    5. Repeal of Acts and Transitional Provisions

      1. 286.Repeal of Acts and savings

      2. 287.Saving of pending proceedings for winding up

      3. 288.Saving of deeds

      4. 289.Former registration offices, registers, official receivers, &c continued

      5. 290.Saving for existing rules of procedure, &c

      6. 291.Substitution of provisions of this Act for provisions of repealed Acts

      7. 292.Saving for 28 & 29 Vict. c. 78. s. 3

      8. 293.Saving for Life Assurance Companies Acts

      9. 294.Saving for 34 & 35 Vict. c. 31. s. 5

      10. 295.Short title

      11. 296.Commencement of Act

    1. FIRST SCHEDULE

      TABLE A

      1. Regulations for Management of a Company Limited by Shares

        Preliminary

        1. 1.In these regulations, unless the context otherwise requires, expressions defined...

      2. Business

        1. 2.The directors shall have regard to the restrictions on the...

      3. Shares

        1. 3.Subject to the provisions, if any, in that behalf of...

        2. 4.If at any time the share capital is divided into...

        3. 5.No share shall be offered to the public for subscription...

        4. 6.Every person whose name is entered as a member in...

        5. 7.If a share certificate is defaced, lost, or destroyed, it...

        6. 8.No part of the funds of the company shall be...

      4. Lien

        1. 9.The company shall have a lien on every share (not...

        2. 10.The company may sell, in such manner as the directors...

        3. 11.The proceeds of the sale shall be applied in payment...

      5. Calls on Shares

        1. 12.The directors may from time to time make calls upon...

        2. 13.The joint holders of a share shall be jointly and...

        3. 14.If a sum called in respect of a share is...

        4. 15.The provisions of these regulations as to payment of interest...

        5. 16.The directors may make arrangements on the issue of shares...

        6. 17.The directors may, if they think fit, receive from any...

      6. Transfer and Transmission of Shares

        1. 18.The instrument of transfer of any share in the company...

        2. 19.Shares in the company shall be transferred in the following...

        3. 20.The directors may decline to register any transfer of shares,...

        4. 21.The executors or administrators of a deceased sole holder of...

        5. 22.Any person becoming entitled to a share in consequence of...

        6. 23.A person becoming entitled to a share by reason of...

      7. Forfeiture of Shares

        1. 24.If a member fails to pay any call or instalment...

        2. 25.The notice shall name a further day (not earlier than...

        3. 26.If the requirements of any such notice as aforesaid are...

        4. 27.A forfeited share may be sold or otherwise disposed of...

        5. 28.A person whose shares have been forfeited shall cease to...

        6. 29.A statutory declaration in writing that the declarant is a...

        7. 30.The provisions of these regulations as to forfeiture shall apply...

      8. Conversion of Shares into Stock

        1. 31.The directors may, with the sanction of the company previously...

        2. 32.The holders of stock may transfer the same, or any...

        3. 33.The holders of stock shall, according to the amount of...

        4. 34.Such of the regulations of the company (other than those...

      9. Share Warrants

        1. 35.The company may issue share warrants, and accordingly the-, directors...

        2. 36.A share warrant shall entitle the bearer to the shares...

        3. 37.The bearer of a share warrant shall, on surrender of...

        4. 38.The bearer of a share warrant may at any time...

        5. 39.Subject as herein otherwise expressly provided no person shall, as...

        6. 40.The directors may from time to time make rules as...

      10. Alteration of Capital

        1. 41.The directors may, with the sanction of an extraordinary resolution...

        2. 42.Subject to any direction to the contrary that may be...

        3. 43.The new shares shall be subject to the same provisions...

        4. 44.The company may, by special resolution— (a) Consolidate and divide...

      11. General Meetings

        1. 45.The statutory general meeting of the company shall be held...

        2. 46.A general meeting shall be held once in every year...

        3. 47.The above-mentioned general meetings shall be called ordinary meetings ;...

        4. 48.The directors may, whenever they think fit, convene an extraordinary...

      12. Proceedings at General Meeting

        1. 49.Seven days notice at the least (exclusive of the day...

        2. 50.All business shall be deemed special that is transacted at...

        3. 51.No business shall be transacted at any general meeting unless...

        4. 52.If within half an hour from the time appointed for...

        5. 53.The chairman, if any, of the board of directors shall...

        6. 54.If there is no such chairman, or if at any...

        7. 55.The chairman may, with the consent of any meeting at...

        8. 56.At any general meeting a resolution put to the vote...

        9. 57.If a poll is duly demanded it shall be taken...

        10. 58.In the case of an equality of votes, whether on...

        11. 59.A poll demanded on the election of a chairman, or...

      13. Votes of Members

        1. 60.On a show of hands every member present in person...

        2. 61.In the case of joint holders the vote of the...

        3. 62.A member of unsound mind, or in respect of whom...

        4. 63.No member shall be entitled to vote at any general...

        5. 64.On a poll votes may be given either personally or...

        6. 65.The instrument appointing a proxy shall be in writing under...

        7. 66.The instrument appointing a proxy and the power of attorney...

        8. 67.An instrument appointing a proxy may be in the following...

      14. Directors

        1. 68.The number of the directors and the names of the...

        2. 69.The remuneration of the directors shall from time to time...

        3. 70.The qualification of a director shall be the holding of...

      15. Powers and Duties of Directors

        1. 71.The business of the company shall be managed by the...

        2. 72.The directors may from time to time appoint one or...

        3. 73.The amount for the time being remaining undischarged of moneys...

        4. 74.The directors shall duly comply with the provisions of the...

        5. 75.The directors shall cause minutes to be made in books...

      16. The Seal

        1. 76.The seal of the company shall not be affixed to...

      17. Disqualifications of Directors

        1. 77.The office of director shall be vacated, if the director—...

      18. Rotation of Directors

        1. 78.At the first ordinary meeting of the company the whole...

        2. 79.The directors to retire in every year shall be those...

        3. 80.A retiring director shall be eligible for re-election.

        4. 81.The company at the general meeting at which a director...

        5. 82.If at any meeting at which an election of directors...

        6. 83.The company may from time to time in general meeting...

        7. 84.Any casual vacancy occurring in the board of directors may...

        8. 85.The directors shall have power at any time, and from...

        9. 86.The company may by extraordinary resolution remove any director before...

      19. Proceedings of Directors

        1. 87.The directors may meet together for the despatch of business,...

        2. 88.The quorum necessary for the transaction of the business of...

        3. 89.The continuing directors may act notwithstanding any vacancy in their...

        4. 90.The directors may elect a chairman of their meetings and...

        5. 91.The directors may delegate any of their powers to committees-consisting...

        6. 92.A committee may elect a chairman of their meetings if...

        7. 93.A committee may meet and adjourn as they think proper....

        8. 94.All acts done by any meeting of the directors or...

      20. Dividends and Reserve

        1. 95.The company in general meeting may declare dividends, but no...

        2. 96.The directors may from time to time pay to the...

        3. 97.No dividend shall be paid otherwise than out of profits....

        4. 98.Subject to the rights of persons, if any, entitled to...

        5. 99.The directors may, before recommending any dividend, set aside out...

        6. 100.If several persons are registered as joint holders of any...

        7. 101.Notice of any dividend that may have been declared shall...

        8. 102.No dividend shall bear interest against the company.

      21. Accounts

        1. 103.The directors shall cause true accounts to be kept— Of...

        2. 104.The books of account shall be kept at the registered...

        3. 105.The directors shall from time to time determine whether and...

        4. 106.Once at least in every year the directors shall lay...

        5. 107.A balance sheet shall be made out in every year...

        6. 108.A copy of the balance sheet and report shall, seven...

      22. Audit

        1. 109.Auditors shall be appointed and their duties regulated in accordance...

      23. Notices

        1. 110.A notice may be given by the company to any...

        2. 111.If a member has no registered address in the United...

        3. 112.A notice may be given by the company to the...

        4. 113.A notice may be given by the company to the...

        5. 114.Notice of every general meeting shall be given in some...

    2. SECOND SCHEDULE

      The Companies (Consolidation) Act, 1908

    3. THIRD SCHEDULE

      FORM A

      1. Memorandum of Association

      2. Number of Members

        1. 1.The company, for the purpose of registration, is declared to...

        2. 2.The directors herein-after mentioned may, whenever the business of the...

      3. Definition of Members

        1. 3.Every person shall be deemed to have agreed to become...

      4. General Meetings

        1. 4.The first general meeting shall be held at such time,...

        2. 5.A general meeting shall be held once in every year...

        3. 6.The above-mentioned general meetings shall be called ordinary meetings ;...

        4. 7.The directors may, whenever they think fit, and shall, on...

        5. 8.Any requisition made by the members must state the object...

        6. 9.On receipt of the requisition the directors shall forthwith proceed...

      5. Proceedings at General Meetings

        1. 10.Seven days' notice at the least, specifying the place, the...

        2. 11.All business shall be deemed special that is transacted at...

        3. 12.No business shall be transacted at any meeting except the...

        4. 13.If within one hour from the time appointed for the...

        5. 14.The chairman (if any) of the directors shall preside as...

        6. 15.If there is no such chairman, or if at any...

        7. 16.The chairman may, with the consent of the meeting, adjourn...

        8. 17.At any general meeting, unless a poll is demanded by...

        9. 18.If a poll is demanded in manner aforesaid, the same...

      6. Votes of Members

        1. 19.Every member shall have one vote and no more.

        2. 20.If any member is a lunatic or idiot he may...

        3. 21.No member shall be entitled to vote at any meeting...

        4. 22.On a poll votes may be given either personally or...

        5. 23.No person shall act as a proxy unless he is...

        6. 24.Any instrument appointing a proxy shall be in the following...

      7. Directors

        1. 25.The number of the directors, and the names of the...

        2. 26.Until directors are appointed the subscribers of the memorandum of...

      8. Powers of Directors

        1. 27.The business of the company shall be managed by the...

      9. Election of Directors

        1. 28.The directors shall be elected annually by the company in...

      10. Business of Company

        [Here insert Rules as to Mode in which Business of Insurance is to be conducted.]

        Audit

        1. 29.Auditors shall be appointed and their duties regulated in accordance...

      11. Notices

        1. 30.A notice may be given by the company to any...

        2. 31.Where a notice is sent by post, service of the...

      12. Memorandum of Association

      13. Articles of Association to accompany preceding Memorandum of Association

      14. Memorandum of Association

      15. Articles of Association to accompany the preceding Memorandum of Association

    4. FOURTH SCHEDULE

      1. Part I Orders Pronounced in Vacation in Scotland which are to be Final

      2. Part II Orders Pronounced in Vacation in Scotland which are to take effect until Reclaiming Note disposed of

    5. FIFTH SCHEDULE

      Provisions referred to- in Section 281 of the Act

    6. SIXTH SCHEDULE

      1. Part I Enactments repealed

      2. Part II An Act to regulate Joint Stock Banks in England (7 & 8 Vict. c. 113), s. 47

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