"Two Jus tices:"

"the Company :" "Directors:"

"Shareholder:"

"Secretary:"

Short Title of the Act.

Form in which

Act may be

incorporated

or required to be done by Two Justices the Expression "Two Justices" shall be understood to mean Two Justices assembled and acting together in Petty Sessions: The Expression" the Company" shall mean the Company i constituted by the special Act:

The Expression "the Directors" shall mean the Directors of the Company, and shall include all Persons having the Direction of the Undertaking, whether under the Name of Directors, Managers, Committee of Management, or under any other Name:

The WordShareholder" shall mean Shareholder, Proprietor or Member of the Company; and in referring to any such Shareholder, Expressions properly applicable to a Person shall be held to apply to a Corporation: And The Expression "the Secretary" shall mean the Secretary of the Company, and shall include the Word "Clerk." IV. And be it enacted, That in citing this Act in other Acts of Parliament and in legal Instruments it shall be sufficient to use the Expression " The Companies Clauses Consolidation Act,

1845."

Portions of this incorporate with Acts of Parliament hereafter to be passed V. And whereas it may be convenient in some Cases to some Portion only of the Provisions of this Act;' be it there with other Acts. fore enacted, That for the Purpose of making any such Incor- i poration it shall be sufficient in any such Act to enact that the Clauses and Provisions of this Act, with respect to the Matter so proposed to be incorporated (describing such Matter as it is described in this Act in the Words introductory to the Enactment with respect to such Matter), shall be incorporated with such Act; and thereupon all the Clauses and Provisions of this Act with respect to the Matter so incorporated shall, save so far as they shall be expressly varied or excepted by such Act, form Part of such Act, and such Act shall be construed as if the Substance of such Clauses and Provisions were set forth therein with reference to the Matter to which such Act

Distribution of
Capital.

Capital to be divided into Shares.

Shares to be

shall relate.

And with respect to the Distribution of the Capital of the Company into Shares, be it enacted as follows:

VI. The Capital of the Company shall be divided into Shares of the prescribed Number and Amount; and such Shares shall be numbered in arithmetical Progression, beginning with Number One; and every such Share shall be distinguished by its appro

priate Number.

Personal Estate. and transmissible as such, and shall not be of the Nature of Real VII. All Shares in the Undertaking shall be Personal Estate,

Shareholders.

Estate.

VIII. Every Person who shall have subscribed the prescribed

Sum or upwards to the Capital of the Company,

or shall other

wise have become entitled to a Share in the Company, and whose Name shall have been entered on the Register of Shareholders herein-after mentioned, shall be deemed a Shareholder of the

Company.

IX. The

IX. The Company shall keep a Book, to be called the Registry of Register of Shareholders ;" and in such Book shall be fairly Shareholders. and distinctly entered, from Time to Time, the Names of the several Corporations, and the Names and Additions of the several Persons entitled to Shares in the Company, together with the Number of Shares to which such Shareholders shall be respectively entitled, distinguishing each Share by its Number, and the Amount of the Subscriptions paid on such Shares, and the Surnames or Corporate Names of the said Shareholders shall be placed in alphabetical Order; and such Book shall be authenticated by the Common Seal of the Company being affixed thereto; and such Authentication shall take place at the First Ordinary Meeting, or at the next subsequent Meeting of the Company, and so from Time to Time at each Ordinary Meeting of the Company.

X. In addition to the said Register of Shareholders, the Com- Addresses of pany shall provide a Book, to be called the "Shareholders Shareholders. Address Book," in which the Secretary shall from Time to Time enter in alphabetical Order the Corporate Names and Places of Business of the several Shareholders of the Company, being Corporations, and the Surnames of the several other Shareholders with their respective Christian Names, Places of Abode, and Descriptions, so far as the same shall be known to the Company; and every Shareholder, or if such Shareholder be a Corporation the Clerk or Agent of such Corporation, may at all convenient Times peruse such Book gratis, and may require a Copy thereof or of any Part thereof; and for every Hundred Words so required to be copied the Company may demand a Sum not exceeding Sixpence.

Shareholders.

XI. On demand of the Holder of any Share the Company Certificates of shall cause a Certificate of the Proprietorship of such Share to Shares to be be delivered to such Shareholder; and such Certificate shall issued to the have the Common Seal of the Company affixed thereto; and such Certificate shall specify the Share in the Undertaking to which such Shareholder is entitled; and the same may be according to the Form in the Schedule (A.) to this Act annexed, or to the like Effect; and for such Certificate the Company may demand any Sum not exceeding the prescribed Amount, or if no Amount be prescribed, then a Sum not exceeding Two Shillings and Sixpence.

XII. The said Certificate shall be admitted in all Courts as Certificate to prima facie Evidence of the Title of such Shareholder, his be Evidence. Executors, Administrators, Successors, or Assigns, to the Share therein specified; nevertheless the Want of such Certificate shall

not prevent the Holder of any Share from disposing thereof.

XIII. If any such Certificate be worn out or damaged, then, Certificate to be upon the same being produced at some Meeting of the Directors, renewed when such Directors may order the same to be cancelled, and there- destroyed. upon another similar Certificate shall be given to the Party in whom the Property of such Certificate, and of the Share therein mentioned, shall be at the Time vested; or if such Certificate

be

Distribution of be lost or destroyed, then, upon Proof thereof to the SatisCapital. faction of the Directors, a similar Certificate shall be given to the Party entitled to the Certificate so lost or destroyed; and in either Case a due Entry of the substituted Certificate shall be made by the Secretary in the Register of Shareholders; and for every such Certificate so given or exchanged the Company may demand any Sum not exceeding the prescribed Amount, or if no Amount be prescribed, then a Sum not exceeding Two Shillings and Sixpence.

Transfer of
Shares.

Transfer of
Shares to be

by Deed duly
stamped.

Transfers of
Shares to be

And with respect to the Transfer or Transmission of Shares, be it enacted as follows:

XIV. Subject to the Regulations herein or in the special Act contained, every Shareholder may sell and transfer all or any of his Shares in the Undertaking, or all or any Part of his Interest in the Capital Stock of the Company, in case such Shares shall, under the Provision herein-after contained, be consolidated into Capital Stock; and every such Transfer shall be by Deed duly stamped, in which the Consideration shall be truly stated; and such Deed may be according to the Form in the Schedule (B.) to this Act annexed, or to the like Effect.

XV. The said Deed of Transfer (when duly executed) shall be delivered to the Secretary, and be kept by him; and the registered, &c. Secretary shall enter a Memorial thereof in a Book to be called the "Register of Transfers," and shall endorse such Entry on the Deed of Transfer, and shall, on demand, deliver a new Certificate to the Purchaser; and for every such Entry, together with such Endorsement and Certificate, the Company may demand any Sum not exceeding the prescribed Amount, or if no Amount be prescribed, then a Sum not exceeding Two Shillings and Sixpence; and on the Request of the Purchaser of any Share an Endorsement of such Transfer shall be made on the Certificate of such Share, instead of a new Certificate being granted; and such Endorsement, being signed by the Secretary, shall be considered in every respect the same as a new Certificate; and until such Transfer has been so delivered to the Secretary as aforesaid the Vendor of the Share shall continue liable to the Company for any Calls that may be made upon such Share, and the Purchaser of the Share shall not be entitled to receive any Share of the Profits of the Undertaking, or to vote in respect of such Share.

Transfer not to be made until

Calls paid.

Closing of

XVI. No Shareholder shall be entitled to transfer any Share, after any Call shall have been made in respect thereof, until he shall have paid such Call, nor until he shall have paid all Calls for the Time being due on every Share held by him.

XVII. It shall be lawful for the Directors to close the Transfer Books. Register of Transfers for the prescribed Period, or if no Period be prescribed, then for a Period not exceeding Fourteen Days previous to each Ordinary Meeting, and they may fix a Day for the closing of the same, of which Seven Days Notice shall be given by Advertisement in some Newspaper as after mentioned; and any Transfer made during the Time when the Transfer

Books

Books are so closed shall, as between the Company and the Party claiming under the same, but not otherwise, be considered as made subsequently to such Ordinary Meeting.

Transfer of

Shares.

other Means

Declaration.

XVIII. If the Interest in any Share have become trans- Transmission mitted in consequence of the Death or Bankruptcy or Insol- of Shares by vency of any Shareholder, or in consequence of the Marriage than Transfer of a Female Shareholder, or by any other lawful Means than by to be authena Transfer according to the Provisions of this or the special Act, ticated by a such Transmission shall be authenticated by a Declaration in Writing as herein-after mentioned, or in such other Manner as the Directors shall require; and every such Declaration shall state the Manner in which and the Party to whom such Share shall have been so transmitted, and shall be made and signed by some credible Person before a Justice, or before a Master or Master Extraordinary of the High Court of Chancery; and such Declaration shall be left with the Secretary, and thereupon he shall enter the Name of the Person entitled under such Transmission in the Register of Shareholders; and for every such Entry the Company may demand any Sum not exceeding the prescribed Amount, and where no Amount shall be prescribed then not exceeding Five Shillings; and until such Transmission has been so authenticated no Person claiming by virtue of any such Transmission shall be entitled to receive any Share of the Profits of the Undertaking, nor to vote in respect of any such Share as the Holder thereof.

XIX. If such Transmission be by virtue of the Marriage of Proof of Transa Female Shareholder, the said Declaration shall contain a Copy riage, Will, &c. mission by Marof the Register of such Marriage, or other Particulars of the Celebration thereof, and shall declare the Identity of the Wife with the Holder of such Share; and if such Transmission have taken place by virtue of any testamentary Instrument, or by Intestacy, the Probate of the Will or the Letters of Administration, or an official Extract therefrom, shall, together with such Declaration, be produced to the Secretary; and upon such Production in either of the Cases aforesaid the Secretary shall make an Entry of the Declaration in the said Register of Transfers.

XX. The Company shall not be bound to see to the Exe- Company not cution of any Trust, whether express, implied, or constructive, bound to regard Trusts. to which any of the said Shares may be subject; and the Receipt of the Party in whose Name any such Share shall stand in the Books of the Company, or if it stands in the Names of more Parties than One, the Receipt of One of the Parties named in the Register of Shareholders, shall from Time to Time be a sufficient Discharge to the Company for any Dividend or other Sum of Money payable in respect of such Share, notwithstanding any Trusts to which such Share may then be subject, and whether or not the Company have had Notice of such Trusts; and the Company shall not be bound to see to the Application of the Money paid upon such Receipt.

[No. 11. Price 2d.]

L

And

Payment of

Calls.

Subscriptions

called for.

And with respect to the Payment of Subscriptions and the Means of enforcing the Payment of Calls, be it enacted as follows:

XXI. The several Persons who have subscribed any Money to be paid when towards the Undertaking, or their legal Representatives, respectively, shall pay the Sums respectively so subscribed, or such Portions thereof as shall from Time to Time be called for by the Company, at such Times and Places as shall be appointed by the Company; and with respect to the Provisions herein or in the special Act contained for enforcing the Payment of Calls, the Word "Shareholder" shall extend to and include the legal personal Representatives of such Shareholder.

Power to make
Calls.

Interest to be paid on Calls unpaid.

Power to allow
Interest on
Payment of
Subscriptions
before Call.

Enforcement of

XXII. It shall be lawful for the Company from Time to Time to make such Calls of Money upon the respective Shareholders, in respect of the Amount of Capital respectively subscribed or owing by them, as they shall think fit, provided that Twenty-one Days Notice at the least be given of each Call, and that no Call exceed the prescribed Amount, if any, and that successive Calls be not made at less than the prescribed Interval, if any, and that the aggregate Amount of Calls made in any One Year do not exceed the prescribed Amount, if any; and every Shareholder shall be liable to pay the Amount of the Calls so made, in respect of the Shares held by him, to the Persons and at the Times and Places from Time to Time appointed by the Company.

XXIII. If, before or on the Day appointed for Payment, any Shareholder do not pay the Amount of any Call to which he is liable, then such Shareholder shall be liable to pay Interest for the same at the Rate allowed by Law from the Day appointed for the Payment thereof to the Time of the actual Payment.

XXIV. It shall be lawful for the Company, if they think fit, to receive from any of the Shareholders willing to advance the same all or any Part of the Monies due upon their respective Shares beyond the Sums actually called for; and upon the Principal Monies so paid in advance, or so much thereof as from Time to Time shall exceed the Amount of the Calls then made upon the Shares in respect of which such Advance shall be made, the Company may pay Interest at such Rate, not exceeding the legal Rate of Interest for the Time being, as the Shareholder paying such Sum in advance and the Company shall agree upon.

XXV. If at the Time appointed by the Company for the Calls by Action. Payment of any Call any Shareholder fail to pay the Amount of such Call, it shall be lawful for the Company to sue such Shareholder for the Amount thereof, in any Court of Law or Equity having competent Jurisdiction, and to recover the same, with lawful Interest, from the Day on which such Call was payable.

XXVI. In