Companies. any subsequent Order, direct that all such property, real and personal, A.D. 1895. (2.) The official liquidator may, in his official name, and after giving such indemnity, if any, as the Court directs, bring or defend any actions or other legal proceeding relating to any property vested in him, or any actions or other legal proceedings necessary to be brought or defended for the purposes of effectually winding up the Company and recovering the property thereof. 25 The provisions made by this Act with respect to unregistered Provisions Companies are in addition to, and not in restriction of any provisions cumulative. contained in the principal Act with respect to winding up Companies by order of the Court; and the Court or official liquidator may, in addition to the powers conferred by this Act, exercise any powers or do any act in the case of unregistered Companies which might be exercised or done by it or him in relation to the winding up of Companies formed under the principal Act; but an unregistered Company shall not, except in the event of its being wound up, be deemed to be a Company under the principal Act, and then only to the extent provided by this Act. 26 Every partnership, association, or company consisting of Seven Company formed or more members, and existing at the time of the commencement of solely by contract this Act, or which may hereafter be formed, and whether or not for the may be wound up. acquisition of gain, may be wound up as an unregistered Company under this Act, notwithstanding the same is constituted solely bv contract between the members. Evidence. 27 Any Certificate of the Incorporation of any Company given Reception of by the Registrar or by any Assistant Registrar for the time being certified copies of shall be received in evidence as if it were the original Certificate; and documents as legal evidence. any copy of or extract from any of the documents or part of the documents kept and registered at the Office for the Registration of Joint Stock Companies, if duly certified to be a true copy under the hand of the Registrar or one of the Assistant Registrars for the time being, and whom it shall not be necessary to prove to be the Registrar or Assistant Registrar, shall, in all legal proceedings, civil or criminal, and in all cases whatsoever, be received in evidence as of equal validity with the original document. 28 Nothing in "The Bills of Sale Act, 1892," shall apply to any Bills of Sale Act debentures issued by any Company registered under the Principal Act not to apply to and secured upon the capital, stock, goods, chattels, effects, rights, Debentures issued claims, and property of such Company, or upon any part of such by Company. capital, stock, goods, chattels, effects, rights, claims, and property, or to any trust deed or other deed or instrument for securing any such debentures issued by any such Company. A.D. 1895. Wages and salary to be preferential claims, and to rank equally. Liability for statements in prospectus. Companies. Distribution of Assets. 29 In the distribution of the assets of any Company being wound up under the principal Act or this Act, there shall be paid, in priority to other debts 1. All wages or salary of any clerk or servant in respect of services rendered to the Company during four months before the commencement of the winding-up, not exceeding Fifty Pounds; and II. All wages of any labourer or workmen in respect of services rendered to the Company during two months before the commencement of the winding-up. The foregoing debts shall rank equally among themselves, and shall be paid in full, unless the assets of the Company are insufficient to meet them, in which case they shall abate in equal proportions between themselves. Liability of Directors and others. 30-(1.) Where after the passing of this Act a prospectus or notice invites persons to subscribe for shares in or debentures or debenture stock of a Company, every person who is a Director of the Company at the time of the issue of the prospectus or notice, and every person who having authorised such naming of himself is named in the prospectus or notice as a Director of the Company either immediately or after an interval of time, and every Promoter of the Company, and every person who has authorised the issue of the prospectus or notice, shall be liable to pay compensation to all persons who shall subscribe for any shares, debentures, or debenture stock on the faith of such prospectus or notice for the loss or damage they may have sustained by reason of any untrue statement in the prospectus or notice, or in any report or memorandum appearing on the face thereof, or by reference incorporated therein, or issued therewith, unless it is proved 1. With respect to every such untrue statement not purporting to be made on the authority of an expert, or of a public official document or statement, that he had reasonable ground to believe, and did up to the time of the allotment of the shares, debentures, or debenture stock, as the case may be, believe that the statement was true; and II. With respect to every such untrue statement purporting to be a statement by or contained in what purports to be a copy of or extract from a report or valuation of an engineer, valuer, accountant, or other expert, that it fairly represented the statement made by such engineer, valuer, accountant, or other expert, or was a correct and fair copy of or extract from the report or valuation. Provided always, that notwithstanding that such untrue statement fairly represented the statement made by such engineer, valuer, or accountant, or other expert, or was a correct and fair copy of or extract from the report or valuation, such director, person named, promoter, or other person who authorised the issue of the prospectus or notice as aforesaid shall be liable to pay com Companies. pensation as aforesaid if it be proved that he had no reasonable A.D. 1895. I. With respect to every such untrue statement purporting to be a statement made by an official person or contained in what purports to be a copy of or extract from a public official document, that it was a correct and fair representation of such statement or copy of or extract from such document; or unless it is proved that having consented to become a Director of the Company he withdrew his consent before the issue of the prospectus or notice, and that the prospectus or notice was issued without his authority or consent, or that the prospectus or notice was issued without his knowledge or consent, and that on becoming aware of its issue he forthwith gave reasonable public notice that it was so issued without his knowledge or consent, or that after the issue of such prospectus or notice and before allotment thereunder he, on becoming aware of any untrue statement therein, withdrew his consent thereto, and caused reasonable public notice of such withdrawal, and of the reason therefor to be given. (2.) A Promoter in this Section means a Promoter who was a party to the preparation of the prospectus or notice, or of the portion thereof containing such untrue statement, but shall not include any person by reason of his acting in a professional capacity for persons engaged in procuring the formation of the Company. (3.) Where any Company existing at the passing of this Act, which has issued shares or debentures, shall be desirous of obtaining further capital by subscriptions for shares or debentures, and for that purpose shall issue a prospectus or notice, no Director of such Company shall be liable in respect of any statement therein unless he shall have authorised the issue of such prospectus or notice, or have adopted or ratified the same. (4.) In this Section the word "expert" includes any person whose profession gives authority to a statement made by him. 31 Where any such prospectus or notice as aforesaid contains the Indemnity where name of a person as a Director of the Company, or as having agreed name of person to become a Director thereof, and such person has not consented to has been improperly inserted become a Director, or has withdrawn his consent before the issue of as a Director. such prospectus or notice, and has not authorised or consented to the issue thereof, the Directors of the Company, except any without whose knowledge or consent the prospectus or notice was issued, and any other person who authorised the issue of such prospectus or notice, shall be liable to indemnify the person named as a Director of the Company, or as having agreed to become a Director thereof, as aforesaid, against all damages, costs, charges, and expenses to which he may be made liable by reason of his name having been inserted in the prospectus or notice, or in defending himself against any action or legal proceedings brought against him in respect thereof. &c. 32 Every person who, by reason of his being a Director, or named Contribution as a Director, or as having agreed to become a Director, or of his having from co-director, authorised the issue of the prospectus or notice, has become liable to make any payment under the provisions of this Act, shall be entitled to recover contribution as in cases of contract from any other person who if sued separately would have been liable to make the same payment. A.D. 1895. Affidavit or declaration not required. Recognizance may be entered or Secretary. Companies. Provisions relating to Newspapers. 33 None of the provisions of any Act of Council or Act of Parliament relating to any affidavit, affirmation, or declaration to be made and delivered by the printers or printer, and publishers or publisher, and proprietors or proprietor of any newspaper in Tasmania shall apply to the case of any newspaper which belongs to a Company duly incorporated under and subject to the provisions of the principal Act. 34 The Recognizance required by the Act of Council 8 William 4, No. 11, may in the case of any incorporated Company carrying on the into by Manager business of a newspaper proprietor, printer, or publisher be entered into by the manager or secretary of such Company for and on behalf of such Company together with the sureties required by the said Act, and such Company together with such sureties shall be liable in respect of any such recognizance; but such manager or secretary shall not by reason of entering into any such recognizance incur any personal liability whatsoever. Acts to be read together. 35 This Act and The Companies Act, 1869, shall be read and construed together as one Act. AN ACT to amend "The Income Tax Act, A.D. 1895. 1894." [21 October, 1895.] WHEREAS it is desirable to amend "The Income Tax Act, 1894," PREAMBLE. in the several particulars hereinafter mentioned : Be it therefore enacted by His Excellency the Governor of Tasmania, by and with the advice and consent of the Legislative Council and House of Assembly, in Parliament assembled, as follows: 1 This Act may be cited as "The Income Tax Act, 1895." Short title. 2 In the construction of this Act, unless the context otherwise Interpretation. determines "The said Act" shall mean "The Income Tax Act, 1894:" : |