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Read 2" (according to order), and committed to a Committee of the Whole House on Tuesday next.
Die Mercurii, 6° Maii 1908.
CoMPANIES (CONSOLIDATION) BIL), [H.L.], PosT OFFICE CONSOLIDATION BILL [H.L.].
Moved to resolve, That after the Companies (Consolidation) Bill [H.L.] has been read 2" it is desirable that the said Bill, together with the Post Office Consolidation Bill [H.L.], be referred to a Joint Committee of both Houses of Parliament (The Lord Granard (E. Granard)); agreed to.
Die Jovis, 7° Maii 1908.
Read 2" (according to order).
CoMPANIES (CoNsoLIDATION) BILL [H.L.], PosT OFFICE CONSOLIDATION BILL [H.L.].
A Message ordered to be sent to the Commons to acquaint them that this House has come to the following Resolution to which they desire their concurrence, viz.:-" That it is desirable that the said Bills be referred to a Joint Committee of both Houses of Parliament.”
Die Jovis, 14° Maii 1908.
Message from the Commons that they concur in the Resolution of this House communicated to them on the 7th instant, that the said Bills be referred to a Joint Committee of both Houses of
Die Mercurii, 20° Maii 1908.
STATUTE LAw REVISION BILL [H.L.].
Read 2" (according to order): Then it was moved to resolve, That it is desirable that the said Bill be referred to the Joint Committee of both Houses of Parliament to which the Companies (Consolidation) Bill [H.L.] and the Post Office Consolidation Bill [H.L.] are to be referred (The Lord Chancellor); agreed to : Ordered that a Message be sent to the Commons to communicate this Resolution and desire their concurrence.
Die Martis, 16° Junii 1908.
STATUTE LAw REVISION BILL [H.L.].
Message from the Commons that they concur in the Resolution of this House communicated to them on the 20th day of May last, that it is expedient that the Statute Law Revision Bill [H.L.] be referred to the same Joint Committee to which the Post Office Consolidation Bill [H.L.] and the Companies (Consolidation) Bill [H.L.] are to be referred.
CoMPANIES (CoNsoLIDATION) BILL [H.L.], PosT OFFICE CoNsoLIDATION BILL [H.L.], STATUTE LAw REVISION BILL [H.L.].
Moved, That a Committee of Five Lords be appointed to join with a Committee of the Commons to consider the said Bills (The Lord Granard (E. Granard)); agreed to : The Lords following were named of the Committee :— L. Chancellor. L. Stanley of Alderley. E. Halsbury. L. James. L. Granard (E. Granard). Ordered, That such Committee have power to agree with the Committee of the Commons in the appointment of a Chairman: Then a Message was ordered to be sent to the Commons to acquaint them therewith, and to request them to appoint Five Members of that House to be joined with the said Committee.
Die Lunae, 29° Junii 1908.
COMPANIES (CONSOLIDATION) BILL [H.L.], PosT OFFICE CONSOLIDATION BILL [H.L.], STATUTE LAw REVISION BILL [H.L.].
Message from the Commons that they have appointed a Committee to consist of Seven Members to join with the Committee appointed by this House, and to request this House to add two Lords to the Joint Committee: The said Message to be considered on Wednesday next.
Die Mercurii, 1° Julii 1908.
CoMPANIES (CoNSOLIDATION) BILL [H.L.], PoST OFFICE CONSOLIDATION BILL [H.L.], STATUTE LAw REVISION BILL [H.L.].
Commons Message considered (according to order): The Lord Balfour and the Lord Faber added to the Joint Committee; a Message ordered to be sent to the Commons to acquaint them therewith, and to propose that the Joint Committee do meet in Committee Room A on Wednesday next at Two o’clock.
Die Martis, 14° Julii 1908.
CoMPANIES (CONSOLIDATION) BILL [H.L.], PosT OFFICE CoNsoLIDATION BILL [H.L.], STATUTE LAw REVISION BILL [H.L.'.
The evidence taken before the Joint Committee from time to time to be printed, but no copies to be delivered except to Members of the Committee and to such other persons as the Committee shall think fit until further order.
(The following Members of the House of Commons were appointed to serve on the Committee: Mr. Beale, Mr. Cave, Mr. Arnold Herbert, Mr. Hills, Mr. Kavanagh, Mr. Solicitor-General and Mr. Stewart-Smith.)
BY THE SELECT COMMITTEE appointed to join with a CoMMITTEE of the House
ORDERED to Report,
That the COMMITTEE are of opinion that the Companies (Consolidation) Bill [H.L.] should be allowed to proceed. The Committee have considered this Bill, and amended it so that in their opinion it now represents simply the present law.
In the course of their examination of the Bill, some suggestions were made for the purpose of simplifying provisions and of improving or making clear the language of existing Acts. Some slight modifications of the law which would not substantially alter it, and would tend to convenience, were also suggested. The Committee have considered these suggestions, and recommend that the Amendments set out below be made. None of them affect the existing law in any important points; but, as they may affect it in some degree, they can hardly be called verbal Amendments, and have not, therefore, been incorporated in the Bill as now reported to both Houses.
AMENDMENTS WHICH THE COMMITTEE RECOMMEND SHOULD BE
Clause 4, page 3, line 1, at end insert, as a new paragraph:-
These words are not in the statutes reproduced, but seem to have been omitted from them by an oversight. Limited companies are of two classes—companies limited by shares and companies limited by guarantee. Companies limited by shares are dealt with in clause 3, and, with regard to them, the memorandum must state that the liability of the members is limited (see clause 3 (1)(iv) of the Bill and section 8 of the Act of 1862). There is no corresponding requirement in any statute with regard to companies limited by guarantee. The amendment suggested above is desirable in order to bring clause 4, in this respect, into harmony with clause 3. No alteration whatever will be made in the liability of the members of a guarantee company; the only effect of the amendment will be to require the fact that the liability of the members is limited to be stated in the Memorandum of Association.
Clause 4, page 3, line 14, leave out “(subject to increase or reduction in accordance with this Act).”
After clause 55 insert as a new clause:
“56. A company limited by guarantee and registered on or after the first day of January nineteen hundred and one, may, if it has a share capital, and is so authorised by its articles, increase or reduce its share capital in the same manner and subject to the same conditions in and subject to which a company limited by shares may increase or reduce its share capital under the
provisions of this Act.”
Before 1900 the capital in the case of a guarantee company was required to be stated not in the memorandum but in the articles, and therefore was capable of alteration in the same way as any other other provision of the articles. Under the Act of 1900, the statement as to capital in the case of a guarantee company must be inserted in the memorandum and would therefore be unalterable unless there is some express statutory power to alter. It has been assumed that the words “subject to increase or reduction in accordance with the Companies Acts,” which occur in section 27 of the Act of 1900, are intended to give power to alter the capital of a guarantee company in the same manner in which the capital of a company limited by shares can be altered. The proposed amendments would carry out this view, which it is believed has been accepted by all the best authorities and has never been contested by anyone. It is extremely inconvenient to have this provision inserted in its present somewhat unintelligible form and quite out of its natural place in clause 4 instead of in its proper position; and the proposed amendments are desirable in order to secure that the law shall be stated in an intelligible and orderly manner.
Clause 21, page 10, line 12, leave out “whether.”
No one appears to have been able to assign any meaning to the words proposed to be omitted and they create some confusion.
This clause, and the section from which it is taken, relate exclusively to companies limited by guarantee.
Clause 30, page 15, line 3, leave out “sitting in chambers.”
These words occur in the sections of the Act of 1862 which are here reproduced, but the subsequent passing of the Judicature Act appears to render it undesirable to retain the words.
Under section 17 of the Judicature Act, 1875, it is provided that rules made under that section shall regulate all matters to which they extend, and therefore, so far as Rules have been made covering the same ground as any enactment, it is the Rules and not the statutory enactment which controls the matter.
It is suggested that it was the intention of the Judicature Act that the Rules of Court should form a complete code of procedure and that it is inconsistent with this intention to retain, at the present time, in a statute, the provisions as to procedure. It is quite certain that at the present day no one would think of including in an Act of Parliament such provisions as those now proposed to be omitted.
Clause 32, page 15, line 29, leave out “of all the costs of the application and.”
These words are reproduced from section 35 of the Act of 1862, but they appear to be now unnecessary in view of the Judicature Act of 1890, 53 & 54 Vict. cap. 44, section 5.
It is suggested that, where there is any such general enactment as that contained in the Act of 1890, it was the intention of the Legislature that the general enactment should be relied upon, and that it is only confusing to insert a special provision in case where the general enactment applies.
Clause 39, page 20, line 3, leave out, “either in discharge of the amount of a call payable in “respect of any other share or shares held by him or without any call having been made,” and insert, “although no part of that amount has been called up.”
- The words to be omitted occur in the Act of 1867, from which this sub-clause is taken but there is a concensus of opinion in pronouncing them to be unintelligible as they stand, and the words proposed to be substituted give what is believed to be the intended meaning.
Clause 41, page 22, leave out lines 6, 7, 8, 9 and 10, and substitute
“(3) Where any alteration has been made under this section in the memorandum of a company, every copy of the memorandum issued after the date of the alteration shall be in accordance with the alteration.”
Sub-clause (2) requires any alteration of the memorandum by sub-division of shares under sub-clause (1) (d) to be stated in every copy of the memorandum issued after the alteration, but it does not require any of the other alterations allowed by the clause to be so stated. The result is, therefore, that the existing law does not achieve what must obviously have been intended, viz., that copies of the memorandum issued after any alteration should state the share capital of the company exactly as it exists after the alteration; consequently a copy of the memorandum may in any particular case be misleading, and it would certainly seem that if notice is to be taken of any alterations of share capital, notice should be taken of all alterations.
The object of the suggested amendment is to provide that any alteration of the memorandum sanctioned by the clause shall be shown in every copy of the memorandum issued after the alteration has been made.
Clause 45, page 23, line 32, after “order” insert “ or within such further time as the court may allow.”
As the sub-clause at present stands, the time for filing the office copy is limited to seven days, and there is no power on the part of the court to extend the time.
Clause 50, page 25, line 34, leave out, “and may make such order as to costs.”
These words reproduce the law contained in section 12 of the Act of 1867, but they appear to be now unnecessary in view of the Judicature Act, 1890 (53 & 54 Vict. c. 44), s. 5.
See note to amendment proposed to clause 32, page 15, line 29.
Clause 66, page 33, line 21, at end insert “registered.”
Having regard to section 39 of the Act of 1862 (with which the Act of 1900 is to be construed), it seems quite clear that “office” in section 13 of the Act of 1900, from which this sub-clause is reproduced, means “registered office,” and it would be a convenience, and would save the making of mistakes by persons interested, if the word “registered ” were here inserted.
Clause 93, page 54, line 40, leave out “first issue,” and insert “execution.”
The words “first issue of any debentures” are reproduced from the Act of 1900, but they are not satisfactory.
The most natural meaning to put on “first issue” would be the physical delivery of the debentures, and if this meaning is put on the words in this sub-clause, an impossible result is arrived at for, where there is no trust deed, the Act of 1907 provides that debentures must be registered within 21 days “after the first issue of any debenture of the series,” and, on the other hand provides that, before “issue,” a copy of the Registrar's certificate of registration must be endorsed on every debenture.
As an issue is, under the Act of 1907, bound not to take place without the endorsement of the registrar's certificate, it is obviously impossible that the 21 days should run from the date of issue, and, consequently, it has been the practice in the Registrar's department to count the 21 days from the date of the execution or sealing of the debentures.
It seems desirable to correct the language of the existing enactments in the manner proposed.
Clause 121, page 68, line 36, after “way,” insert “of the company or.”
The Joint Stock Companies Arrangement Act, 1870, gives power to a company in liquidation to compromise with its creditors by a scheme adopted at a meeting of creditors and confirmed by the court by order on petition. The liquidator or a creditor may make the application. The provisions of the Act are extended to an arrangement between a company in liquidation and its contributories by the Companies Act, 1900, section 24. In such case the liquidator or a contributory may apply to the court. The Companies Act, 1907, extends the provisions of the firstnamed Acts to a company not in liquidation, but omits to provide that the company may make the application for confirmation.