False evidence in examination under this Act to be perjury Proceedings in winding up to be subject to rules in Seventh Schedule... ... Court may alter such rules and make ... ... 154 new rules Orders and rules under this Act to be enforced like other orders and rules of the Supreme Court PART V.-COMPANIES AUTHORISED TO REGISTER UNDER THIS ACT. Regulations as to registration of existing companies Subject to these regulations existing companies may be registered under this Act 155 ... 156 157 ... ... ... 174 Court after petition for winding up may restrain proceedings against contributory or company. After order for winding up no proceedings to be taken against any contributory without leave of the court... ... ... 176 PART VI.-APPLICATION OF ACT TO UNREGISTERED COMPANIES, Unregistered companies may be wound up under this Act... Provisions relating to winding up to apply to such companies with certain exceptions and additions If unregistered company be wound up, who to be deemed a contributory Court after petition for winding up may restrain proceeding against contributory or company After order for winding up no proceeding to be taken against contributory without leave of court... 179 On winding up unregistered company without power to sue by public officer court may vest property of the company in official liquidator Provisions in Part VI. cumulative... 181 Assignees of sequestrated estate may compromise debts and give discharges Such discharges to operate as an absolute release Compromise must be sanctioned at meeting of creditors An Act for the Incorporation Regulation and Winding- 27 VICTORIA, up of Trading Companies and other Associations. BE [20th April 1864.] 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: No. 190. division of Act. 1. This Act shall be called and may be cited as "The Companies Short title and Statute 1864;" and its sections are arranged in parts as follow: PART I.-The constitution and incorporation of companies and PART II. The distribution of the capital and the liability of PART III. The management and administration of com- PART IV.-The winding up of companies and associations PART V.—Companies authorised to register under this Act PART VI.-Application of Act to unregistered companies ss. 176-181. 25 & 26 Vict. 2. The Acts mentioned in the First Schedule hereto (except as Repeal of former they relate to companies or partnerships formed under any of them Acts. or to companies partnerships or bodies the estates of which have c. 89 s. 206. been placed under sequestration by any order of the Supreme Court First Schedule. or of any judge thereof before the passing of this Act) shall be to the extent therein expressed and are hereby repealed. But no repeal hereby enacted shall affect anything duly done under any Acts hereby repealed or any right or privilege acquired or liability incurred under any such Acts or any penalty forfeiture or other punishment incurred in respect of any such Act. Ib. s. 8. 3. In this Act the expression "a company limited by shares" Interpretation of shall mean a company under this Act the liability of the members terms. of which is by their memorandum of association limited to the amount (if any) unpaid on the shares respectively held by them. The expression "a company limited by guarantee" shall mean a Ib. s. 9. company under this Act the liability of the members of which is by their memorandum of association limited to such an amount as the members may respectively undertake by such memorandum to contribute to the assets of the company in the event of its being wound up. The expression "an unlimited company an unlimited company" shall mean a com- Ib. s. 10. pany under this Act formed on the principle of having no limit placed on the liability of its members. The expression "insurance Ib. s. 3. company" shall include every company that carries on the business of insurance in common with any other business. The expression Ib. s. 81. "the court" shall mean the Supreme Court in its equitable jurisdiction. The expression "Registrar-General" may include both the registrar-general and any duly appointed deputy registrar-general. 27 VICTORIA, No. 190. MEMORANDUM OF Prohibition of partnerships exceeding certain number. 25 & 26 Vict. c. 89 s. 4. Mode of forming Mode of limiting liability of members. Ib. s. 7. Memorandum of PART I.-CONSTITUTION AND INCORPORATION OF COMPANIES AND 4. No company association or partnership, consisting of more than ten persons if it be for the purpose of carrying on the business of banking or consisting of more than twenty (a) persons if it be for the purpose of carrying on any other business that has for its object the acquisition of gain to the company association or partnership or to the individual members thereof, shall be formed after the commencement of this Act unless it is registered as a company under this Act or is formed in pursuance of some other Act of the Parliament of Victoria or of letters patent.() 5. Where any five or more persons are associated for any lawful purpose, if they subscribe their names to a memorandum of association and otherwise comply with the requisitions of this Act in respect of registration, they may form an incorporated company with or without limited liability. 6. The liability of the members of a company formed under this Act may according to the memorandum of association be limited either to the amount (if any) unpaid on the shares respectively held by them, or to such amount as the members may respectively undertake by the memorandum of association to contribute to the assets of the company in the event of its being wound up. 7. Where a company limited by shares is formed the memoassociation of a randum of association shall contain the following things (that is to company limited by shares. Ib. s. 8. Memorandum of association of a say) : (1.) The name of the proposed company with the addition of (III.) A declaration that the liability of the members is limited. amount. Subject to the following regulations: (1.) That no subscriber shall take less than one share. 8. Where a company limited by guarantee is formed the company limited memorandum of association shall contain the following things (that is to say) : by guarantee. Ib. s. 9. (1.) The name of the proposed company with the addition of (III.) A declaration that each member undertakes to contri- (a) See Masterton v. Blair, 2 V.R. (L.), 19. ante. No. 190. same being wound up during the time that he is a 27 VICToria, 9. Where an unlimited company is formed the memorandum of Memorandum of association shall contain the following things (that is to say): (1.) The name of the proposed company. association of an unlimited company. 25 & 26 Vict. (1.) The objects for which the proposed company is to be c. 89 s. 10. established. effect of Ib. s. 11. 10. The memorandum of association shall be signed by each signature and subscriber in the presence of and be attested by one witness at least; memorandum and shall when registered bind the company and the members thereof of association. to the same extent as if each member had subscribed his name and affixed his seal thereto, and there were in such memorandum contained on the part of himself his heirs executors and administrators a covenant to observe all the conditions of such memorandum subject to the provisions of this Act. alter memo association. 11. Any company limited by shares, if authorised to do so by Power of certain its regulations as originally framed or as altered by special resolution companies to in manner hereinafter mentioned, may so far modify the conditions randum of contained in its memorandum of association as to increase its capital b. s. 12. by the issue of new shares of such amount as it thinks expedient; or to consolidate and divide its capital into shares of larger amount than its existing shares or to convert its paid-up shares into stock; but save as aforesaid no alteration shall be made by any company in the conditions contained in its memorandum of association. SOCIATION. prescribed by association. Table A. 12. The memorandum of association may in the case of a com- ARTICLES OF ASpany limited by shares, and shall in the case of a company limited by guarantee or of an unlimited company, be accompanied when Regulations to be registered by articles of association signed by the subscribers to the articles of memorandum of association and prescribing such regulations for the Ib. s. 14. company as the subscribers to the memorandum of association deem expedient. Such articles shall be expressed in separate paragraphs numbered arithmetically and may adopt all or any of the provisions contained in the table marked A in the Second Schedule hereto. Second Schedule. They shall, in the case of a company whether limited by guarantee or unlimited that has a capital divided into shares, state the amount of capital with which the company proposes to be registered; and, in the case of a company whether limited by guarantee or unlimited that has not a capital divided into shares, state for the purpose of enabling the Registrar-General to determine the fees payable on registration the number of members with which the company proposes to be registered. In a company limited by guarantee or unlimited and having a capital divided into shares each subscriber shall take one share at the least, and shall write opposite to his name in the memorandum of association the number of shares he takes. 27 VICTORIA, No. 190. Application of table A. 13. In the case of a company limited by shares, if the memorandum of association is not accompanied by articles of association or in so far as such articles do not exclude or modify the regulations. contained in the table marked A in the Second Schedule hereto, such last-mentioned regulations shall so far as the same are applicable be Second Schedule. deemed to be the regulations of the company in the same manner and to the same extent as if they had been inserted in articles of association and such articles had been registered. 25 & 26 Vict. c. 89 s. 15. Signature and effect of articles of association. Ib. s. 16. GENERAL PROVISIONS. Registration of memorandum of articles of association. 14. The articles of association shall be printed and shall be signed by each subscriber in the presence of and be attested by one witness at the least; and when registered they shall bind the company and the members thereof to the same extent as if each member had subscribed his name and affixed his seal thereto, and there were in such articles contained a covenant on the part of himself his heirs executors and administrators to conform to all the regulations contained in such articles subject to the provisions of this Act: and all moneys payable by any member to the company in pursuance of the conditions and regulations of the company or any of such conditions and regulations shall be deemed to be a specialty debt due from such member to the company. 15. The memorandum of association and articles of association (if any) shall be delivered to the Registrar-General who shall retain and register the same. There shall be paid to the Registrar-General association and by a company having a capital divided into shares in respect of the several matters mentioned in the Third Schedule hereto the several fees therein specified; and by a company not having a capital divided Third Schedule. into shares in respect of the several matters mentioned in the Fourth Schedule hereto the several fees therein specified; or such smaller fees as the Governor in Council may in either case from time to time direct. Ib. s. 17. Fourth Schedule. Effect of registration. Ib. s. 18. Inspection of documents. Ib. s. 174 (5). 16. Upon the registration of the memorandum of association and of the articles of association in cases where articles of association are by this Act or by the desire of the parties required to be registered, the Registrar-General shall notify in the Government Gazette that the company is incorporated, and in the case of a limited company that the company is limited; and thereupon the subscribers of the memorandum of association together with such other persons as may from time to time become members of the company shall be a body corporate by the name contained in the memorandum of association capable forthwith of exercising all the functions of an incorporated company and having perpetual succession and a common seal with power to hold lands, but with such liability on the part of the members to contribute to the assets of the company in the event of the same being wound up as is hereinafter mentioned. Such notice shall be conclusive evidence that all the requisitions of this Act in respect of registration have been complied with. 17. Every person may inspect the documents kept by the Registrar-General relating to companies under this Act, and may require a certificate of the incorporation of any company or a copy or extract of any other document or any part of any other document to be certified by the Registrar-General; and there shall be paid for each such inspection one shilling and for such certificate of incorpo |