Companies Clauses Consolidation (Scotland) Act 1845

8 & 9 Vict. c. 17 · Enacted 8 May 1854 · Extends to United Kingdom

Contents

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 Repealed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