Companies Clauses Consolidation Act 1845

8 & 9 Vict. c. 16 · Enacted 8 May 1845 · Extends to England, Wales and Northern Ireland

Contents

1. 1Act to apply to all companies incorporated by Acts hereafter to be passed.
2. Interpretations in this Act
3. 2“the special Act.” “prescribed.” “the undertaking.”
4. 3Interpretations in this and the special Act: Number: Gender: “Lands:” “Lease:” “Month:” “Superior courts:” “Justice:” “Two justices:” “The company:” “Shareholder:” “Secretary.”
5. 4Short title of the Act.
6. 5. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Repealed
7. Distribution of capital
8. 6Capital to be divided into shares.
9. 7Shares to be personal estate.
10. 8Shareholders.
11. 9Registry of shareholders.
12. 10Addresses of shareholders.
13. 11Certificates of shares to be issued to the shareholders.
14. 12Certificate to be evidence.
15. 13Certificate to be renewed when destroyed.
16. Transfer of shares
17. 14Transfer of shares to be by deed duly stamped.
18. 15Transfers of shares to be registered, &c.
19. 16Transfer not to be made until calls paid.
20. 17Closing of transfer books.
21. 18Transmission of shares by other means than transfer to be authenticated by a declaration.
22. 19Proof of transmission by marriage, will, &c.
23. 20Company not bound to regard trusts.
24. Payment of calls
25. 21Subscriptions to be paid when called for.
26. 22Power to make calls.
27. 23Interest to be paid on calls unpaid.
28. 24Power to allow interest on payment of subscriptions before call.
29. 25Enforcement of calls by action.
30. 26Declaration in action for calls.
31. 27Matter to be proved in action for calls.
32. 28Proof of proprietorship.
33. Nonpayment of calls
34. 29Forfeiture of shares for nonpayment of calls.
35. 30Notice of forfeiture to be given before declaration thereof.
36. 31Forfeiture to be confirmed by a general meeting.
37. 32Sale of forfeited shares.
38. 33Evidence as to forfeiture of shares.
39. 34No more shares to be sold than sufficient for payment of calls.
40. 35On payment of calls before sale the forfeited shares to revert.
41. Remedies against shareholders
42. 36Execution against shareholders to the extent of their shares in capital not paid up.
43. 37Reimbursement of such shareholders.
44. Power to borrow money
45. 38Power to borrow money.
46. 39Power to re-borrow.
47. 40Evidence of authority for borrowing.
48. 41Mortgages and bonds to be stamped.
49. 42Rights of mortgagees.
50. 43Application of calls, notwithstanding mortgages.
51. 44Rights of obligees.
52. 45Register of mortgages and bonds.
53. 46Transfers of mortgages and bonds to be stamped.
54. 47Transfers of mortgages and bonds to be registered.
55. 48Payment of interest on monies borrowed.
56. 49Transfers of interest to be stamped.
57. 50Repayment of money borrowed at a time fixed.
58. 51Repayment of money borrowed where no time fixed.
59. 52Interest to cease on expiration of notice to pay off mortgage or bond.
60. 53Arrears of interest, when to be enforced by appointment of a receiver. Arrears of principal and interest.
61. 54Appointment of receiver.
62. 55Access to account books by mortgagees.
63. Loans
64. 56Power to convert loan into capital.
65. 57New shares to be considered same as original shares.
66. 58If old shares at premium, new shares to be offered to the shareholders.
67. 59Shares to vest in the parties accepting; otherwise to be disposed of by the directors.
68. 60If not at a premium, to be issued as company think fit.
69. Consolidation of shares
70. 61Power to consolidate shares into stock.
71. 62Proprietors of stock may transfer the same.
72. 63Register of stock.
73. 64Proprietors of stock entitled to dividends.
74. 65Application of capital.
75. General meetings
76. 66Ordinary meetings to be held half-yearly.
77. 67Business at ordinary meetings.
78. 68Extraordinary meetings.
79. 69Business at extraordinary meetings.
80. 70Extraordinary meetings may be required by shareholders.
81. 71Notice of meetings.
82. 72Quorum for a general meeting.
83. 73Chairman at general meetings.
84. 74Business at meetings, and adjournments.
85. 75Votes of shareholders.
86. 76Manner of voting.
87. 77Regulations as to proxies.
88. 78Votes of joint shareholders.
89. 79Votes of lunatics and minors, &c.
90. 80Proof of a particular majority of votes only required in the event of a poll being demanded.
91. Appointment and rotation of directors
92. 81Number of directors.
93. 82Power to vary the number of directors.
94. 83Election of directors.
95. 84Existing directors continued on failure of meeting for election of directors.
96. 85Qualification of directors.
97. 86Cases in which office of director shall become vacant.
98. 87Shareholder of incorporated joint stock company not disqualified by reason of contracts.
99. 88Rotation of directors.
100. 89Supply of occasional vacancies in office of directors.
101. Powers of directors
102. 90Powers of the company to be exercised by the directors.
103. 91Powers of the company not to be exercised by the directors.
104. Proceedings of directors
105. 92Meetings of directors.
106. 93Permanent chairman of directors.
107. 94Occasional chairman of directors.
108. 95Committees of directors.
109. 96Meetings of committees.
110. 97Contracts by committees or directors, how to be entered into.
111. 98Proceedings to be entered in a book, and to be evidence.
112. 99Informalities in appointment of directors not to invalidate proceedings.
113. 100Directors not to be personally liable. Indemnity of directors.
114. Auditors
115. 101Election of auditors.
116. 102Qualification of auditors.
117. 103Rotation of auditors.
118. 104Vacancies in office of auditor.
119. 105Failure of meeting to elect auditor.
120. 106Delivery of balance sheet, &c. by directors to auditors.
121. 107Duty of auditors.
122. 108Powers of auditors.
123. Accountability of officers
124. 109Security to be taken from officers intrusted with money.
125. 110Officers to account, on demand.
126. 111Summary remedy against parties failing to account.
127. 112Officers refusing to deliver up documents, &c. to be imprisoned.
128. 113Where officer about to abscond, a warrant may be issued in the first instance.
129. 114Sureties not to be discharged.
130. Accounts
131. 115Accounts to be kept.
132. 116Books to be balanced.
133. 117Inspection of accounts by shareholders at stated times.
134. 118Balance sheet to be produced at the meeting.
135. 119Book-keeper to allow inspection of the accounts at the appointed times.
136. Dividends
137. 120Previously to declaration of dividends a scheme to be prepared.
138. 121Dividend not to be made so as to reduce capital.
139. 122Power to directors to set apart a fund for contingencies.
140. 123Dividend not to be paid unless all calls paid.
141. Bye laws
142. 124Power to make bye laws for the officers of the company.
143. 125Fines for breach of such bye laws.
144. 126. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Repealed
145. 127Evidence of bye laws.
146. Arbitration
147. 128Appointment of arbitrator when questions are to be determined by arbitration.
148. 129Vacancy of arbitrator to be supplied.
149. 130Appointment of umpire.
150. 131Board of Trade empowered to appoint an umpire, on neglect of the arbitrators, in case of railway companies.
151. 132Power of arbitrators to call for books, &c.
152. 133Costs to be in the discretion of the arbitrators.
153. 134Submission to arbitration to be made rule of court.
154. Notices
155. 135Service of notices upon company.
156. 136Service by company on shareholders.
157. 137Notices to joint proprietors of shares.
158. 138Notices by advertisement.
159. 139Authentication of notices.
160. 140Proof of debts in bankruptcy.
161. 141. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Repealed
162. Recovery of Damages and Penalties
163. 142Provision for damages not otherwise provided for.
164. 143. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Repealed
165. 144Method of proceeding before justices in questions of damages, &c.
166. 145Publication of penalties.
167. 146Penalty for defacing boards used for such publication.
168. 147Penalties to be summarily recovered before two justices.
169. 148, 149. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Repealed
170. 150. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Repealed
171. 151Distress not unlawful for want of form.
172. 152. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Repealed
173. 153. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Repealed
174. 154. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Repealed
175. 155. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Repealed
176. 156Transient offenders.
177. 157. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Repealed
178. 158. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Repealed
179. Appeal
180. 159Parties allowed to appeal to quarter sessions on giving security.
181. 160. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Repealed
182. Access to special Act
183. 161Copies of special Act to be kept and deposited, and allowed to be inspected.
184. 162Penalty on company failing to keep or deposit such copies.
185. 163Act not to extend to Scotland.
186. 164For recovering calls against shareholders residing in Scotland.
187. 165. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Repealed
188. Schedule (A)Form of Certificate of Share.
189. Schedule (B)Form of Transfer of Shares of Stock.
190. Schedule (C)Form of Mortgage Deed.
191. Schedule (D)Form of Bond.
192. Schedule (E)Form of Transfer of Mortgage or Bond.
193. Schedule (F)Form of Proxy.
194. Schedule (G)Schedule (G)