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Companies (Consolidation) Act 1908

8 Edw. 7 c. 69 · Enacted 21 December 1908

Original text. legislation.gov.uk does not revise this item, so later amendments are not shown here. Changes made to it are listed under each provision when known.

An Act to consolidate the Companies Act, 1862, and the Acts amending it.

[21st December 1908.]

Be it enacted by the King's most Excellent Majesty, by and with the advice and consent of the Lords Spiritual and Temporal, and Commons, in this present Parliament assembled, and t)y the authority of the same, as follows :

Contents

  1. Part I: Constitution and Incorporation.
  2. Prohibition of Large Partnerships.
  3. 1Prohibition of partnerships exceeding certain number.
  4. Memorandum of Association.
  5. 2Mode of forming incorporated company.
  6. 3Memorandum of company limited by shares.
  7. 4Memorandum of company limited by guarantee.
  8. 5Memorandum of unlimited company.
  9. 6Stamp and signature of memorandum.
  10. 7Restriction on alteration of memorandum.
  11. 8Name of company and change of name.
  12. 9Alteration of objects of company.
  13. Articles of Association.
  14. 10Registration of articles.
  15. 11Application of Table A.
  16. 12Form stamp and signature of articles.
  17. 13Alteration of articles by special resolution.
  18. General Provisions.
  19. 14Effect of memorandum and articles.
  20. 15Registration of memorandum and articles.
  21. 16Effect of registration.
  22. 17Conclusiveness of certificate of incorporation.
  23. 18Copies of memorandum and articles to be given to members.
  24. Associations not for Profit.
  25. 19Restriction on charitable and other companies holding land.
  26. 20Power to dispense with “limited ” in name of charitable and other companies.
  27. Companies limited by Guarantee.
  28. 21Provision as to companies limited by guarantee.
  29. Part II: Distribution and Reduction of Share Capital, Registration of Unlimited Company as Limited, and Unlimited Liability of Directors.
  30. Distribution of Share Capital.
  31. 22Nature of shares.
  32. 23Certificate of shares or stock.
  33. 24Definition of member.
  34. 25Register of members.
  35. 26Annual list of members and summary.
  36. 27Trusts not to be entered on register.
  37. 28Registration of transfer at request of transferor.
  38. 29Transfer by personal representative.
  39. 30Inspection of register of members.
  40. 31Power to close register.
  41. 32Power of court to rectify register.
  42. 33Register to be evidence.
  43. 34Power for company to keep colonial register.
  44. 35Regulations as to colonial register.
  45. 36Stamp duties in case of shares registered in colonial registers.
  46. 37Issue and effect of share warrants to bearer.
  47. 38Forgery, personation, unlawfully engraving plates, &c.
  48. 39Power of company to arrange for different amounts being paid on shares.
  49. 40Power to return accumulated profits in reduction of paid-up share capital.
  50. 41Power of company limited by shares to alter its share capital.
  51. 42Notice to registrar of consolidation of share capital, conversion of shares into stock, &c.
  52. 43Effect of conversion of shares into stock.
  53. 44Notice of increase of share capital or of members.
  54. 45Re-organisation of share capital.
  55. Reduction of Share Capital.
  56. 46Special resolution for reduction of share capital.
  57. 47Application to court for confirming order.
  58. 48Addition to name of company of " and reduced.".
  59. 49Objections by creditors and settlement of list of objecting creditors.
  60. 50Order confirming reduction.
  61. 51Registration of order and minute of reduction.
  62. 52Minute to form part of memorandum.
  63. 53Liability of members in respect of reduced shares.
  64. 54Penalty on concealment of name of creditor.
  65. 55Publication of reasons for reduction.
  66. 56Increase and reduction of share capital in case of a company limited by guarantee having a share capital.
  67. Registration of Unlimited Company as Limited.
  68. 57Registration of unlimited company as limited.
  69. 58Power of unlimited company to provide for reserve share capital on re-registration.
  70. Reserve Liability of Limited Company.
  71. 59Reserve liability of limited company.
  72. Unlimited Liability of Directors.
  73. 60Limited company may have directors with unlimited liability.
  74. 61Special resolution of limited company making liability of directors unlimited.
  75. Part III: Management and Administration.
  76. Office and Name.
  77. 62Registered office of company.
  78. 63Publication of name by a limited company.
  79. Meetings and Proceedings.
  80. 64Annual general meeting.
  81. 65First statutory meeting of company.
  82. 66Convening of extraordinary general meeting on requisition.
  83. 67Provisions as to meetings and votes.
  84. 68Representation of companies at meetings of other companies of which they are members.
  85. 69Definitions of extraordinary and special resolution.
  86. 70Registration and copies of special resolutions.
  87. 71Minutes of proceedings of meetings and directors.
  88. Appointment, Qualification, &c. of Directors.
  89. 72Restrictions on appointment or advertisement of director.
  90. 73Qualification of director.
  91. 74Validity of acts of directors.
  92. 75List of directors to be sent to registrar.
  93. Contracts, &c.
  94. 76Form of contracts.
  95. 77Bills of exchange and promissory notes.
  96. 78Execution of deeds abroad.
  97. 79Power for company to have official seal for use abroad.
  98. Prospectus.
  99. 80Filing of prospectus.
  100. 81Specific requirements as to particulars of prospectus.
  101. 82Obligations of companies where no prospectus is issued.
  102. 83Restriction on alteration of terms mentioned in prospectus or statement in lieu of prospectus.
  103. 84Liability for statements in prospectus.
  104. Allotment.
  105. 85Restriction as to allotment.
  106. 86Effect of irregular allotment.
  107. 87Restrictions on commencement of business.
  108. 88Return as to allotments.
  109. Commissions and Discounts.
  110. 89Power to pay certain commissions, and prohibition of payment of all other commissions, discounts, &c.
  111. 90Statement in balance sheet as to commissions and discounts.
  112. Payment of Interest out of Capital.
  113. 91Power of company to pay interest out of capital in certain cases.
  114. Certificates of Shares, &c.
  115. 92Limitation of time for issue of certificates.
  116. Information as to Mortgages, Charges, &c.
  117. 93Registration of mortgages and charges in England and Ireland.
  118. 94Registration of enforcement of security.
  119. 95Filing of accounts of receivers and managers.
  120. 96Rectification of register of mortgages.
  121. 97Entry of satisfaction.
  122. 98Index to register of mortgages and charges.
  123. 99Penalties.
  124. 100Company's register of mortgages.
  125. 101Right to inspect copies of instruments creating mortgages and charges and company's register of mortgages.
  126. 102Right of debenture holders to inspect the register of debenture holders and to have copies of trust deed.
  127. Debentures and Floating Charges.
  128. 103Perpetual debentures.
  129. 104Power to re-issue redeemed debentures in certain cases.
  130. 105Specific performance of contract to subscribe for debentures.
  131. 106Validity of debentures to bearer in Scotland.
  132. 107Payments of certain debts out of assets subject to floating charge in priority to claims under the charge.
  133. Statement to be published by Banking and certain other Companies.
  134. 108Certain companies to publish statement in schedule.
  135. Inspection and Audit.
  136. 109Investigation of affairs of company by Board of Trade inspectors.
  137. 110Power of company to appoint inspectors.
  138. 111Report of inspectors to be evidence.
  139. 112Appointment and remuneration of auditors.
  140. 113Powers and duties of auditors.
  141. 114Rights of preference shareholders, &c. as to receipt and inspection of reports, &c.
  142. Carrying on Business with less than the legal Minimum, of Members.
  143. 115Prohibition of carrying on business with fewer than seven; or, in the case of a private company, two members.
  144. Service and Authentication of Documents.
  145. 116Service of documents on company.
  146. 117Authentication of documents.
  147. Tables and Forms.
  148. 118Application and alteration of tables and forms.
  149. Arbitrations.
  150. 119Arbitration between companies and others.
  151. Power to compromise.
  152. 120Power to compromise with creditors and members.
  153. Meaning of “Private Company ”.
  154. 121Meaning of " private company. ".
  155. Part IV: Winding Up.
  156. Preliminary.
  157. 122Modes of winding up.
  158. Contributories.
  159. 123Liability as contributories of present and past members.
  160. 124Definition of contributory.
  161. 125Nature of liability of contributory.
  162. 126Contributories in case of death of member.
  163. 127Contributories in case of bankruptcy of member.
  164. 128Provision as to married women.
  165. Winding up by Court.
  166. 129Circumstances in which company may be wound up by court.
  167. 130Company when deemed unable to pay its debts.
  168. 131Jurisdiction to wind up companies in England.
  169. 132Conduct of winding-up business in High Court in England.
  170. 133Transfer of proceedings.
  171. 134Jurisdiction to wind up companies in Ireland.
  172. 135Jurisdiction to wind up companies in Scotland.
  173. 136Power in Scotland to remit winding up to Lord Ordinary.
  174. 137Provisions as to applications for winding up.
  175. 138Effect of winding-up order.
  176. 139Commencement of winding up by court.
  177. 140Power to stay or restrain proceedings against company.
  178. 141Powers of court on hearing petition.
  179. 142Actions stayed on winding-up order.
  180. 143Copy of order to be forwarded to registrar.
  181. 144Power of court to stay winding up.
  182. 145Court may have regard to wishes of creditors or contributories.
  183. Official Receiver.
  184. 146Definition of official receiver.
  185. 147Statement of company's affairs to be submitted to official receiver.
  186. 148Report by official receiver.
  187. Liquidators.
  188. 149Appointment, remuneration, and title of liquidators.
  189. 150Custody of company's property.
  190. 151Powers of liquidator.
  191. 152Meetings of creditors and contributories in English winding up.
  192. 153Liquidator to give information to official receiver.
  193. 154Payments of liquidator in English winding up into bank.
  194. 155Audit of liquidator's accounts in English winding up.
  195. 156Books to be kept by liquidator in English winding up.
  196. 157Release of liquidators in England.
  197. 158Exercise and control of liquidator's powers in England.
  198. 159Control of Board of Trade over liquidators in England.
  199. Committee of Inspection, Special Manager, Receiver.
  200. 160Committee of inspection in English winding up.
  201. 161Power in England to appoint special manager.
  202. 162Power in England to appoint official receiver as receiver for debenture holders or creditors.
  203. Ordinary Powers of Court.
  204. 163Settlement of list of contributories and application of assets.
  205. 164Power to require delivery of property.
  206. 165Power to order payment of debts by contributory.
  207. 166Power of court to make calls.
  208. 167Power to order payment into bank.
  209. 168Order on contributory conclusive evidence.
  210. 169Power to exclude creditors not proving in time.
  211. 170Adjustment of rights of contributories.
  212. 171Power to order costs.
  213. 172Dissolution of company.
  214. 173Delegation to liquidator of certain powers of court in England.
  215. Extraordinary Powers of Court.
  216. 174Power to summon persons suspected of having property of company.
  217. 175Power in England to order public examination of promoters, directors, &c.
  218. 176Power to arrest absconding contributory.
  219. 177Powers of court cumulative.
  220. Enforcement of and Appeal from Orders.
  221. 178Power to enforce orders.
  222. 179Order for calls on contributories in Scotland.
  223. 180Enforcement of orders throughout United Kingdom.
  224. 181Appeals from order.
  225. Voluntary Winding Up.
  226. 182Circumstances in which company may be wound up voluntarily.
  227. 183Commencement of voluntary winding up.
  228. 184Effect of voluntary winding up on status of company.
  229. 185Notice of resolution to wind up voluntarily.
  230. 186Consequences of voluntary winding up.
  231. 187Notice by liquidator of his appointment.
  232. 188Rights of creditors in a voluntary winding up.
  233. 189Power to fill vacancy in office of liquidator.
  234. 190Delegation of authority to appoint liquidators.
  235. 191Arrangement when binding on creditors.
  236. 192Power of liquidator to accept shares, &c. as consideration for sale of property of company.
  237. 193Power to apply to court.
  238. 194Power of liquidator to call general meeting.
  239. 195Final meeting and dissolution.
  240. 196Costs of voluntary liquidation.
  241. 197Saving for rights of creditors and contributories.
  242. 198Power of court to adopt proceedings of voluntary winding up.
  243. Winding Up subject to Supervision of Court.
  244. 199Power to order winding up subject to supervision.
  245. 200Effect of petition for winding up subject to supervision.
  246. 201Court may have regard to wishes of creditors and contributories.
  247. 202Power for court to appoint or remove liquidators.
  248. 203Effect of supervision order.
  249. 204Appointment of voluntary liquidator as liquidator in winding up by court in Scotland or Ireland.
  250. Supplemental Provisions.
  251. 205Avoidance of transfers, &c. after commencement of winding up.
  252. 206Debts of all descriptions to be proved.
  253. 207Application of bankruptcy rules in winding up of insolvent English and Irish companies.
  254. 208Ranking of claims in Scotland.
  255. 209Preferential payments.
  256. 210Fraudulent preference.
  257. 211Avoidance of certain attachments, executions, &c. in case of company registered in England or Ireland.
  258. 212Effect of floating charge.
  259. 213Effect in case of company registered in Scotland of diligence within sixty days of winding up by or subject to supervision of court.
  260. 214General scheme of liquidation may be sanctioned.
  261. 215Power of court to assess damages against delinquent directors, &c.
  262. 216Penalty for falsification of books.
  263. 217Prosecution of delinquent directors, &c.
  264. 218Penalty on perjury.
  265. 219Meetings to ascertain wishes of creditors or contributories.
  266. 220Books of company to be evidence.
  267. 221Inspection of books.
  268. 222Disposal of books and papers of company.
  269. 223Power of court to declare dissolution of company void.
  270. 224Information as to pending liquidations in England.
  271. 225Judicial notice of signature of officers.
  272. 226Special commission for receiving evidence.
  273. 227Court may order examination of persons in Scotland.
  274. 228Affidavits, &c. in United Kingdom and colonies.
  275. 229Companies liquidation account defined.
  276. 230Investment of surplus funds on general account.
  277. 231Separate accounts of particular estates.
  278. 232Certain receipts and fees to be applied in aid of expenditure.
  279. 233Officers and remuneration.
  280. 234Annual accounts of English, winding up.
  281. 235Returns by officers in English winding up.
  282. 236Proceedings of Board of Trade.
  283. Rules and Fees.
  284. 237Rules and fees for winding up in England.
  285. 238Powers to make rules of procedure.
  286. Special Provisions as to Stannaries.
  287. 239Attachment of debt due to contributory on winding up in stannaries court.
  288. 240Preferential payments in stannaries cases.
  289. 241Provisions as to mine club funds.
  290. Removal of Defunct Companies from Register.
  291. 242Registrar may strike defunct company off register.
  292. Part V: Registration Office and Fees.
  293. 243Registration offices in England, Scotland, and Ireland.
  294. 244Fees.
  295. Part VI: Application of Act to Companies formed and registered under former companies act.
  296. 245Application of Act to companies formed under former Companies Acts.
  297. 246Application of Act to companies registered under former Companies Acts.
  298. 247Application of Act to companies re-registered under Companies Act, 1879.
  299. 248Mode of transferring shares.
  300. Part VII: Companies authorised to register under this Act.
  301. 249Companies capable of being registered.
  302. 250Definition of joint stock company.
  303. 251Liability of bank of issue unlimited in respect of notes.
  304. 252Requirements for registration by joint stock companies.
  305. 253Requirements for registration by other than joint stock companies.
  306. 254Authentication of statements of existing companies.
  307. 255Registrar may require evidence as to nature of company.
  308. 256On registration of banking company with limited liability, notice to be given to customers.
  309. 257Exemption of certain companies from payment of fees.
  310. 258Addition of “limited ” to name.
  311. 259Certificate of registration of existing companies.
  312. 260Vesting of property on registration.
  313. 261Saving for existing liabilities.
  314. 262Continuation of existing actions.
  315. 263Effect of registration under Act.
  316. 264Power to substitute memorandum and articles for deed of settlement.
  317. 265Power of court to stay or restrain proceedings.
  318. 266Actions stayed on winding-up order.
  319. Part VIII: Winding Up of Unregistered Companies.
  320. 267Meaning of unregistered company.
  321. 268Winding up of unregistered companies.
  322. 269Contributories in winding up of unregistered company.
  323. 270Power of court to stay or restrain proceedings.
  324. 271Actions stayed on winding-up order.
  325. 272Directions as to property in certain cases.
  326. 273Provisions of Part of Act cumulative.
  327. Part IX: Companies established outside the United Kingdom.
  328. 274Requirements as to companies established outside the United Kingdom.
  329. 275Power of companies incorporated in British possessions to hold lands.
  330. Part X: Supplemental.
  331. Legal Proceedings, Offences, &c.
  332. 276Prosecution of offences.
  333. 277Applications of fines.
  334. 278Costs in actions by certain limited companies.
  335. 279Power of court to grant relief in certain cases.
  336. 280Jurisdiction of stannaries court.
  337. 281Penalty for false statement.
  338. 282Penalty for improper use of word " Limited.".
  339. Report by Board of Trade.
  340. 283Annual Report by Board of Trade.
  341. Authentication of Documents issued by Board of Trade.
  342. 284Authentication of documents issued by Board of Trade.
  343. Interpretation, &c.
  344. 285Interpretation.
  345. Repeal of Acts and Transitional Provisions.
  346. 286Repeal of Acts and savings.
  347. 287Saving of pending proceedings for winding up.
  348. 288Saving of deeds.
  349. 289Former registration offices, registers, official receivers, &c continued.
  350. 290Saving for existing rules of procedure, &c.
  351. 291Substitution of provisions of this Act for provisions of repealed Acts.
  352. 292Saving for 28 & 29 Vict. c. 78. s. 3.
  353. 293Saving for Life Assurance Companies Acts.
  354. 294Saving for 34 & 35 Vict. c. 31. s. 5.
  355. 295Short title.
  356. 296Commencement of Act.
  357. Schedule FIRST
  358. Part TABLE A: Regulations for Management of a Company Limited by Shares.
  359. Preliminary.
  360. 1Paragraph 1
  361. Business.
  362. 2Paragraph 2
  363. Shares.
  364. 3Paragraph 3
  365. 4Paragraph 4
  366. 5Paragraph 5
  367. 6Paragraph 6
  368. 7Paragraph 7
  369. 8Paragraph 8
  370. Lien.
  371. 9Paragraph 9
  372. 10Paragraph 10
  373. 11Paragraph 11
  374. Calls on Shares.
  375. 12Paragraph 12
  376. 13Paragraph 13
  377. 14Paragraph 14
  378. 15Paragraph 15
  379. 16Paragraph 16
  380. 17Paragraph 17
  381. Transfer and Transmission of Shares.
  382. 18Paragraph 18
  383. 19Paragraph 19
  384. 20Paragraph 20
  385. 21Paragraph 21
  386. 22Paragraph 22
  387. 23Paragraph 23
  388. Forfeiture of Shares.
  389. 24Paragraph 24
  390. 25Paragraph 25
  391. 26Paragraph 26
  392. 27Paragraph 27
  393. 28Paragraph 28
  394. 29Paragraph 29
  395. 30Paragraph 30
  396. Conversion of Shares into Stock.
  397. 31Paragraph 31
  398. 32Paragraph 32
  399. 33Paragraph 33
  400. 34Paragraph 34
  401. Share Warrants.
  402. 35Paragraph 35
  403. 36Paragraph 36
  404. 37Paragraph 37
  405. 38Paragraph 38
  406. 39Paragraph 39
  407. 40Paragraph 40
  408. Alteration of Capital.
  409. 41Paragraph 41
  410. 42Paragraph 42
  411. 43Paragraph 43
  412. 44Paragraph 44
  413. General Meetings.
  414. 45Paragraph 45
  415. 46Paragraph 46
  416. 47Paragraph 47
  417. 48Paragraph 48
  418. Proceedings at General Meeting.
  419. 49Paragraph 49
  420. 50Paragraph 50
  421. 51Paragraph 51
  422. 52Paragraph 52
  423. 53Paragraph 53
  424. 54Paragraph 54
  425. 55Paragraph 55
  426. 56Paragraph 56
  427. 57Paragraph 57
  428. 58Paragraph 58
  429. 59Paragraph 59
  430. Votes of Members.
  431. 60Paragraph 60
  432. 61Paragraph 61
  433. 62Paragraph 62
  434. 63Paragraph 63
  435. 64Paragraph 64
  436. 65Paragraph 65
  437. 66Paragraph 66
  438. 67Paragraph 67
  439. Directors.
  440. 68Paragraph 68
  441. 69Paragraph 69
  442. 70Paragraph 70
  443. Powers and Duties of Directors.
  444. 71Paragraph 71
  445. 72Paragraph 72
  446. 73Paragraph 73
  447. 74Paragraph 74
  448. 75Paragraph 75
  449. The Seal.
  450. 76Paragraph 76
  451. Disqualifications of Directors.
  452. 77Paragraph 77
  453. Rotation of Directors.
  454. 78Paragraph 78
  455. 79Paragraph 79
  456. 80Paragraph 80
  457. 81Paragraph 81
  458. 82Paragraph 82
  459. 83Paragraph 83
  460. 84Paragraph 84
  461. 85Paragraph 85
  462. 86Paragraph 86
  463. Proceedings of Directors.
  464. 87Paragraph 87
  465. 88Paragraph 88
  466. 89Paragraph 89
  467. 90Paragraph 90
  468. 91Paragraph 91
  469. 92Paragraph 92
  470. 93Paragraph 93
  471. 94Paragraph 94
  472. Dividends and Reserve.
  473. 95Paragraph 95
  474. 96Paragraph 96
  475. 97Paragraph 97
  476. 98Paragraph 98
  477. 99Paragraph 99
  478. 100Paragraph 100
  479. 101Paragraph 101
  480. 102Paragraph 102
  481. Accounts.
  482. 103Paragraph 103
  483. 104Paragraph 104
  484. 105Paragraph 105
  485. 106Paragraph 106
  486. 107Paragraph 107
  487. 108Paragraph 108
  488. Audit.
  489. 109Paragraph 109
  490. Notices.
  491. 110Paragraph 110
  492. 111Paragraph 111
  493. 112Paragraph 112
  494. 113Paragraph 113
  495. 114Paragraph 114
  496. TABLE BTable of Fees to be paid to the Registrar of Companies.
  497. I.—By a company having a share capital.
  498. II.—By a company not having a share capital.
  499. Schedule SECONDThe Companies (Consolidation) Act, 1908.
  500. Schedule THIRDSchedule THIRD
  501. Schedule FOURTH
  502. IOrders Pronounced in Vacation in Scotland which are to be Final.
  503. IIOrders Pronounced in Vacation in Scotland which are to take effect until Reclaiming Note disposed of.
  504. Schedule FIFTHProvisions referred to in Section 281 of the Act.
  505. Schedule SIXTH
  506. IEnactments repealed.
  507. Part II
  508. AN ACT TO REGULATE JOINT STOCK BANKS IN ENGLAND (7 & 8 VICT. C. 113), S. 47.
  509. THE JOINT STOCK BANKING COMPANlES ACT, 1857, PART OF S. 12.