Repeal of former First Schedule. Saving of existing rights and duties. An Act for the Incorporation and Winding-up of [23rd November 1871.] E it enacted by the Queen's Most Excellent Majesty by and with the advice and consent of the Legislative Council and Legislative Assembly of Victoria in this present Parliament assembled and by the authority of the same as follows (that is to say) :— Preliminary. 1. Subject to the provisions hereinafter contained the Acts mentioned in the First Schedule hereto shall to the extent therein specified be and the same are hereby repealed. 2. Where before the time of the coming into operation of this Act any offence has been wholly or partly committed against any Act so repealed or any forfeiture or penalty has been incurred under or made valid by any such Act, or any act has been done or any power has been exercised or any appointment has been made or any instrument has been executed or any operation has been effected under the authority of such repealed Acts or has been validated thereby, or any right liability capacity privilege disability or protection shall have accrued or any action prosecution or winding up, or other proceeding shall have been commenced, and be pending at the time of the coming into operation of this Act every such offence shall be dealt with and punished and every such forfeiture and penalty shall be enforced recovered and applied; and every such act No. 409. and every such exercise of such power and every such appointment 35 VICTORIA, and instrument and operation and every such right liability capacity privilege disability and protection shall continue and be in force and shall be subject to the same conditions and restrictions and may be enforced in the same manner, and every such action or prosecution and every such winding-up except as provided in Part V. of this Act, and every such other proceeding shall be continued and defended in the same manner as if such first-mentioned Act had not been repealed, and no incorporation of any company registered under any such repealed Act shall, except as provided by the said Part V., be affected by such repeal. 3. This Act shall come into operation on the first day of Title of Act. December One thousand eight hundred and seventy-one and shall be called and may be cited as " The Mining Companies Act 1871," and is divided into Parts as follows: tute 1864" not to 4. Notwithstanding anything in the fourth section of "The "Companies StaCompanies Statute 1864" any company association or partnership apply. formed for mining purposes may be formed and may carry on any mining business that has for its object the acquisition of gain to such company association or partnership or to the individual members thereof, without being registered as a company under the said Statute or formed in pursuance of any other Act of the Parliament of Victoria or of letters patent. 5. This Act shall extend and apply only to companies formed or Application and to be formed for mining purposes. And in the construction and this Act. interpretation of this Act the words and expressions following shall unless there be anything in the context or subject matter inconsistent therewith have the respective meanings hereby assigned to them (that is to say):-The words "mining purposes" shall mean the purpose of obtaining any precious or other metal or mineral of any kind by any mode or method whatsoever whereby the soil or earth or any rock or stone may be disturbed removed carted carried washed sifted smelted refined crushed or otherwise dealt with for the purpose of obtaining such metal or mineral, whether such metal or mineral shall be the property of such company or of the Crown or of any other person whomsoever; and the word "company" (a) shall mean and include any partnership or co-adventure for mining purposes, and wherever mentioned in the First Part of this Act shall mean and include as well a company deemed to be incorporated under that Part as a company actually so incorporated; and the expression "under this Act" wherever occurring in such First Part shall mean "under the First Part of this Act;" and the expression "the court" (a) This includes a company incorporated v. Cooper, 2 V.R. (L.), 95. for mining upon private property.-Davies No. 409. 35 VICTORIA, where occurring in this Act shall mean the Court of Mines for the district within which the operations of the company in relation to which the words are used are or were being carried on; and the word "judge" where so used shall mean the judge of such court; and the expression "the clerk" shall mean the clerk of such court at the place of its sittings where a winding-up order is made or the proceedings under any such order are thereby directed to be carried on, or his deputy or assistant, and the term Gazette shall mean the Government Gazette. Mode of obtain PART I.-CONSTITUTION OF COMPANIES. 1.-Registration Incorporation &c. 6. Any company formed for mining purposes previously to the ing registration. passing of this Act and not already registered under "The Mining Companies Limited Liability Act 1864" or which may hereafter be formed for such purposes, two-thirds of the shares in which in the latter case shall have been subscribed for, may become incorporated under the provisions of this Part of this Act by obtaining registration as hereinafter mentioned. In order to obtain such registration there must be lodged in the office of the Registrar-General a memorandum signed by some person as the manager of such company which shall contain the several matters and may be in the form Second Schedule. contained in the Second Schedule hereto. The said memorandum must be verified by a statutory declaration of the person so signing as manager containing the statements and made in the form in the said Schedule. Within seven days after the day of such lodgment a copy of the said memorandum and declaration shall be published in one or more than one newspaper circulating in the district within. which the company's operations are being or to be carried on, and a like copy shall be forwarded to the office of the Gazette for publication therein, and which, on the proper payment being made therefor, shall accordingly be therein published. As soon after such publication as the same can be done copies of such newspapers and also of the said Gazette and of any rules proposed to be made by such company shall be forwarded to the office of the RegistrarGeneral to be there retained and filed with the said memorandum. Registration gistrar-General. 7. The Registrar-General shall keep a register book to be effected by Re- entitled "The Mining Companies' Register Book," and on receipt by him of the said newspapers, Gazette copies, and copy of rules (if any) he shall enter the date of such receipt, and shall write and sign at the foot of the copy of the memorandum so lodged the words "The above company was registered by me on the day of eighteen hundred and by the name of "The company limited," and upon such writing being signed by the Registrar-General the said company shall be deemed to be registered under this Part of this Act. company. Incorporation of 8. Upon such registration the persons whose names shall be contained in the said memorandum together with such other persons as may thereafter from time to time become members of the company shall be a body corporate by the name contained in such memorandum, capable forthwith of exercising all the functions of an incorporated company, and having a perpetual succession and a common No. 409. seal, with power to hold lands including mining interests under any 35 VICTORIA, Act relating to mining, but with such liability on the part of the members to contribute to the assets of the company as provided in this Act. "limited." 9. Every company registered under this Part of this Act shall company to add add to the style and title under which the business of such company is carried on the word "limited." If in any legal proceeding the title of a company shall be wrongly stated such proceeding may be amended by a right statement of the title if there shall appear in such proceeding anything showing what is the right title, and if the court or judge thereof shall consider that no party to such proceeding would be prejudiced by such amendment. Third Schedule. 10. A certificate in the form or to the effect in the Third Certificate of ReSchedule to this Act purporting to be under the hand of the Regis-gistrar-General trar-General (a) (who is hereby required to give such certificate to registration. any person applying for the same on payment of one shilling), and which certificate shall describe the Gazette and newspapers and copy of the rules aforesaid, the Gazette and copy by their respective dates, and the newspapers by their respective names and dates, shall be conclusive evidence in all courts that the company has been duly registered under the provisions of this Act and of the time of its registration. 11. Any copy of the Gazette described in such certificate as Coples of Gazette aforesaid shall be primâ facie evidence that the persons named to be evidence of therein as shareholders in any such company are such shareholders. shareholders. transferred to a its property. 12. After a company shall be registered all shares therein which shares unsubfrom time to time shall remain unsubscribed for shall, until sub- scribed for and scribed for, and all shares which may be transferred thereto as company to be hereinafter provided for shall until re-issued be the property of the company, and shall be registered in its name or in the name of a trustee appointed by it for the purpose; but no liability shall attach to the company or to any such trustee in respect of any of such shares. 2.-Liability of Shareholders. 13. Every person in whose name any share in a company shall Liability of be registered in the register of members hereinafter mentioned shall, shareholders. while it shall be so registered, be liable to contribute to the assets of the company for the purposes thereof, and for its debts liabilities and obligations and for adjusting the rights of the shareholders amongst themselves to the amount from time to time remaining unpaid on such share, but not further or otherwise save in respect of any additional liability which may be incurred under section forty-four hereof Provided however that no contribution in the form of a call shall exceed the amount fixed for calls by the rules of the company. 3.-Registered Office. 14. Every such company shall have an office which shall be accessible to the public while the business of the company is being (a) This includes the Deputy-Registrar.-Reg. v. Walter, 5 A.J.R., 25. Company to have office. |