Any seven or more persons associated for any lawful purpose may, by subscribing their names to a memorandum of association and otherwise complying with the requisitions of this Act in respect of registration, form an incorporated company with or without limited liability.

The liability of the members of a company formed under this Act may, according to the memorandum of association, be limited either to the amount (if any) unpaid on the shares respectively held by them, or to such amount as the members may respectively undertake by the memorandum of association to contribute to the assets of the company in the event of its being wound up.

Where a company is formed on the principle of having the liability of its members limited to the amount unpaid on their shares, hereinafter referred to as a company limited by shares, the memorandum of association shall contain the following things, that is to say:—

The name of the proposed company, with the addition of the word “Limited” as the last word in such name:

The objects for which the proposed company is to be established:

A declaration that the liability of the members is limited:

The amount of capital with which the company proposes to be registered, divided into shares of a certain fixed amount:

Subject to the following regulations:—

That no subscriber shall take less than one share:

That each subscriber of the memorandum of association shall write opposite to his name the number of shares he takes.

Where a company is formed on the principle of having the liability of its members limited to such amount as the members respectively undertake to contribute to the assets of the company in the event of the same being wound up, hereinafter referred to as a company limited by guarantee, the memorandum of association shall contain the following things, that is to say,—

The name of the proposed company, with the addition of the word “Limited” as the last word in such name:

The objects for which the proposed company is to be established:

A declaration that each member undertakes to contribute to the assets of the company, in the event of the same being wound up during the time that he is a member, or within one year afterwards, for payment of the debts and liabilities of the company contracted before the time at which he ceases to be a member, and of the costs, charges, and expenses of winding up the company, and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required not exceeding a specified amount.

Where a company is formed on the principle of having no limit placed on the liability of its members, hereinafter referred to as an unlimited company, the memorandum of association shall contain the following things, that is to say,—

The name of the proposed company:

The objects for which the proposed company is to be established.

The memorandum of association shall bear and be liable to the same stamp duty as if it were a deed not otherwise charged according to the provisions of any Act imposing stamp duties for the time being in force, and shall be signed by each subscriber in the presence of and be attested by one witness at the least, and that attestation shall be a sufficient attestation, whether the signature shall have been made in New Zealand or not.

It shall, when registered, bind the company and the members thereof to the same extent as if each member had duly executed the same as a deed, and there were in the memorandum contained, on the part of himself, his heirs, executors, and administrators, a covenant to observe all the conditions of such memorandum, subject to the provisions of this Act.

Any company limited by shares may so far modify the conditions contained in its memorandum of association, if authorized to do so by its regulations as originally framed or as altered by special resolution in manner hereinafter mentioned, as to increase its capital by the issue of new shares of such amount as it thinks expedient, or to consolidate and divide its capital into shares of larger amount than its existing shares, or to convert its paid-up shares into stock;

But, save as hereinafter provided, no alteration shall be made by any company in the conditions contained in its memorandum of association.

Where a company is formed as a limited company under this Act, the liability of the directors or managers of such company, or the managing director, may, if so provided by the memorandum of association, be unlimited.

In any limited company in which, in pursuance of this Act, the liability of a director or manager is unlimited, the directors or managers of the company (if any), and the member who proposes any person for election or appointment to such office, shall add to such proposal a statement that the liability of the person holding such office will be unlimited, and the promoters, directors, managers, and secretary (if any) of such company, or one of them, shall, before such person accepts such office or acts therein give him notice in writing that his liability will be unlimited.

If any director, manager, or proposer make default in adding such statement, or if any promoter, director, manager, or secretary make default in giving such notice, he shall be liable to a penalty not exceeding one hundred pounds, and shall also be liable for any damage which the person so elected or appointed may sustain from such default; but the liability of the person elected or appointed shall not be affected by such default.

Any limited company under this Act may, by a special resolution, if authorized so to do by its regulations as originally framed or as altered by special resolution, from time to time modify the conditions contained in its memorandum of association so far as to render unlimited the liability of its directors or managers, or of the managing director.

Such special resolution shall be of the same validity as if it had been originally contained in the memorandum of association, and a copy thereof shall be embodied in or annexed to every copy of the memorandum of association which is issued after the passing of the resolution; and any default in this respect shall be deemed to be a default in complying with the provisions of the eighty-ninth section of this Act, and shall be punished accordingly.

Any company under this Act, with the sanction of a special resolution of the company passed in manner hereinafter mentioned, and with the approval of the Governor in writing, may change its name; and upon such change being made, the Registrar shall enter the new name on the register in the place of the former name, and shall issue a certificate of incorporation altered to meet the circumstances of the case;

But no such alteration of name shall affect any rights or obligations of the company, or render defective any legal proceedings instituted or to be instituted by or against the company; and any legal proceedings may be continued or commenced against the company by its new name, that might have been continued or commenced against the company by its former name.

Whenever any company registered under this Act deems it expedient to extend the operations or business for which it was originally formed, it may at any time do so upon compliance with the following conditions:—

The proposed extension must be in furtherance of the general objects and purposes for which the company was originally formed, either extending the area of operations or extending its business to other objects of a similar character or description:

The company and all the shareholders thereof shall signify their consent to the proposed extension by a deed, to be executed by such company and shareholders respectively, setting forth distinctly and fully the nature of such extension, and the reasons why it is desired to make the same:

No such extension shall have any force or effect until it has been approved in writing by the Governor, indorsed on such deed;

And the Governor may require such evidence as he thinks fit to prescribe in any case, that the terms of this Act have been fully complied with:

If the Governor shall approve of such extension, the company shall cause the deed to be delivered to the Registrar where the original memorandum of association was delivered; and such Registrar shall, upon payment of the prescribed fee, enter upon the memorandum of association a statement of the nature and objects of the proposed extension:

Such entry, when signed by the Registrar, shall be deemed to relate to the approval by the Governor of the deed executed by the company and shareholders, and, subject to the alteration effected by such entry, the memorandum of association shall remain and be the memorandum of association of the company therein named:

No such extension of objects or purposes as herein provided for shall in any manner prejudicially affect any rights acquired or obligations incurred by the company prior to the approval by the Governor of the deed continuing the same as hereinbefore provided.

The memorandum of association may in the case of a company limited by shares, and shall in the case of a company limited by guarantee or unlimited, be accompanied, when registered, by articles of association signed by the subscribers to the memorandum of association, and prescribing such regulations for the company as the subscribers to the memorandum of association deem expedient.

The articles shall be expressed in separate paragraphs numbered arithmetically.

They may adopt all or any of the provisions contained in the Table marked A in the First Schedule hereto.

They shall, in the case of a company, whether limited by guarantee or unlimited, that has a capital divided into shares, state the amount of capital with which the company proposes to be registered; and in the case of a company, whether limited by guarantee or unlimited, that has not a capital divided into shares, state the number of members with which the company proposes to be registered, for the purpose of enabling the Registrar to determine the fees payable on registration.

In a company limited by guarantee or unlimited, and having a capital divided into shares, each subscriber shall take one share at the least, and shall write opposite to his name in the memorandum of association the number of shares he takes.

In the case of a company limited by shares, if the memorandum of association is not accompanied by articles of association, or in so far as the articles do not exclude or modify the regulations contained in the Table marked A in the First Schedule hereto, the last-mentioned regulations shall, so far as the same are applicable, be deemed to be the regulations of the company in the same manner and to the same extent as if they had been inserted in articles of association, and the articles had been duly registered.

The articles of association shall be printed. They shall bear and be liable to the same stamp duty as if they were contained in a deed not otherwise charged according to the provisions of any Act imposing stamp duties for the time being in force, and shall be signed by each subscriber in the presence of and be attested by one witness at the least; and such attestation shall be a sufficient attestation, whether the signature shall have been made in New Zealand or not.

When registered, they shall bind the company and the members thereof to the same extent as if each member had duly executed the same as a deed, and there were in such articles contained a covenant on the part of himself, his heirs executors and administrators, to conform to all the regulations contained in such articles, subject to the provisions of this Act.

All moneys payable by any member to the company in pursuance of the conditions and regulations of the company, or any of such conditions or regulations, shall be deemed to be a debt due from such member to the company.

Where any association is about to be formed under this Act as a limited company, if it proves to the Governor in Council that it is formed for the purpose of promoting art, science, religion, charity, or any other useful object, and that it is the intention of such association to apply the profits, if any, or other income of the association in promoting its objects, and to prohibit the payment of any dividend or bonus to the members of the association, the Governor may, by Order in Council, direct such association to be registered with limited liability without the addition of the word “limited” to its name.

Such association may be registered accordingly, and upon registration shall enjoy all the privileges and be subject to the obligations by this Act imposed on limited companies, with the exceptions that none of the provisions of this Act that require a limited company to use the word “limited” as any part of its name, or to publish its name, or to send a list of its members, directors, or managers to the Registrar, shall apply to an association so registered.

Any Order in Council to be made under this provision may be granted upon such conditions, and subject to such regulations as shall be prescribed therein; and such conditions and regulations shall be binding on the association, and may, at the option of the Governor in Council, be inserted in the memorandum of association and articles of association, or in one of such documents.

No company formed for the purpose of promoting art, science, religion, charity, or any other like object not involving the acquisition of gain by the company, or by the individual members thereof, shall, without the sanction of the Governor in Council, hold more than two acres of land. But the Governor in Council may empower any such company to hold lands in such quantity and subject to such conditions as he thinks fit.

Every prospectus of a company, and every notice inviting persons to subscribe for shares in any joint-stock company, shall specify the dates and the names of the parties to any contract entered into by the company, or the promoters, directors, or trustees thereof, before the issue of such prospectus or notice, whether subject to adoption by the directors of the company or otherwise; and any prospectus or notice not specifying the same shall be deemed fraudulent on the part of the promoters, directors, and officers of the company knowingly issuing the same, as regards any person taking shares in the company on the faith of such prospectus, unless he shall have had notice of such contract.

The memorandum of association and the articles of association (if any) shall be delivered to the Registrar, who shall retain and register the same upon payment of the prescribed fees.

Upon the registration of the memorandum of association, and of the articles of association in cases where articles of association are required by this Act or by the desire of the parties to be registered, the Registrar shall certify under his hand that the company is incorporated, and, in the case of a limited company, that the company is limited.

The subscribers of the memorandum of association, together with such other persons as may from time to time become members of the company, shall thereupon be a body corporate by the name contained in the memorandum of association, capable forthwith of exercising all the functions of an incorporated company, and having perpetual succession and a common seal, with power to hold lands, but with such liability on the part of the members to contribute to the assets of the company in the event of the same being wound up as is hereinafter mentioned.

A copy of the memorandum of association, having annexed thereto the articles of association (if any), shall be forwarded to every member, at his request, on payment of the sum of two shillings, or such less sum as may be prescribed by the company, for each copy; and if any company makes default in forwarding a copy of the memorandum of association and articles of association (if any) to a member in pursuance of this section, the company so making default shall for each offence incur a penalty not exceeding five pounds.

No company shall be registered under a name identical with that by which a subsisting company is already registered, or so nearly resembling the same as to be calculated to deceive, except in a case where such subsisting company is in the course of being dissolved, and testifies its consent in such manner as the Registrar requires.

And if any company, through inadvertence or otherwise, is, without such consent as aforesaid, registered by a name identical with that by which a subsisting company is registered, or so nearly resembling the same as to be calculated to deceive, such first-mentioned company may, with the sanction of the Registrar, change its name in manner hereinbefore provided and with the like effect.

The shares or other interest of any member in a company under this Act shall be personal estate capable of being transferred in manner provided by the regulations of the company, and shall not be of the nature of real estate.

Each share shall, in the case of a company having a capital divided into shares, be distinguished by its appropriate number.

The subscribers of the memorandum of association of any company under this Act shall be deemed to have agreed to become members of the company whose memorandum they have subscribed, and, upon the registration of the company, shall be entered as members on the register of members hereinafter mentioned; and every other person who has agreed to become a member of a company under this Act, and whose name is entered on the register of members, shall be deemed to be a member of the company.

Any transfer of the share or other interest of a deceased member of a company under this Act made by his personal representative shall, notwithstanding such personal representative may not himself be a member, be of the same validity as if he had been a member at the time of the execution of the instrument of transfer.

A company shall, on the application of the transferror of any share or interest in the company, enter in its register of members the name of the transferee of such share or interest in the same manner and subject to the same conditions as if the application for such entry were made by the transferee.

Any company limited by shares, if authorized so to do by its regulations as originally framed or as altered by special resolution, may by special resolution so far modify the conditions contained in its memorandum of association as to divide its capital, or any part thereof, by subdivision of its existing shares, or any of them, into shares of smaller amount than is fixed by its memorandum of association:

Provided that, in the subdivision of the existing shares, the proportion between the amount which is paid and the amount (if any) which is unpaid on each share of reduced amount shall be the same as it was in the case of the existing share or shares from which the share of reduced amount is derived.

The statement of the number and amount of the shares into which the capital of the company is divided, contained in every copy of the memorandum of association issued after the passing of any such special resolution, shall be in accordance with such resolution; and any company which makes default in complying with the provisions of this section shall incur a penalty not exceeding one pound for each copy in respect of which such default is made; and every director and manager of the company who knowingly or wilfully authorizes or permits such default shall incur the like penalty.

Nothing herein contained shall be deemed to prevent any company under this Act, if authorized by its regulations as originally framed or as altered by special resolution, from doing any one or more of the following things, namely:—

Making arrangements on the issue of shares for a difference between the holders of such shares in the amount of calls to be paid, and in the time of payment of such calls:

Accepting from any member of the company who assents thereto, the whole or a part of the amount remaining unpaid on any share or shares held by him 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:

Paying dividend in proportion to the amount paid up on each share in cases where a larger amount is paid up on some shares than on others.

Every share in any company shall be deemed and taken to have been issued and to be held subject to the payment of the whole amount thereof in cash, unless the same shall have been otherwise determined by a contract duly made in writing and filed with the Registrar at or before the issue of such shares.

Every company under this Act shall cause to be kept in one or more books a register of its members, and there shall be entered therein the following particulars:—

The names and addresses and the occupations (if any) of the members of the company, with the addition, in the case of a company having a capital divided into shares, of a statement of the shares held by each member, distinguishing each share by its number, and of the amount paid or agreed to be considered as paid on the shares of each member:

The date at which the name of any person was entered in the register as a member:

The date at which any person ceased to be a member.

And any company acting in contravention of this section shall incur a penalty not exceeding five pounds for every day during which its default in complying with the provisions of this section continues; and every director or manager of the company who shall knowingly and wilfully authorize or permit such contravention shall incur the like penalty.

Every company under this Act, and having a capital divided into shares, shall make, once at least in every year, a list of all persons who are members of the company on the fourteenth day succeeding the day on which the ordinary general meeting is held, or, if there is more than one ordinary general meeting in each year, then on the fourteenth day succeeding the day on which the first of such ordinary general meetings is held; and such list shall state the names, addresses, and occupations of all the members therein mentioned, and the number of shares held by each of them, and shall contain a summary specifying the following particulars:—

The amount of the capital of the company, and the number of shares into which it is divided.

The number of shares taken, from the commencement of the company up to the date of the summary.

The amount of calls made on each share.

The total amount of calls received.

The total amount of calls unpaid.

The total amount of shares forfeited.

The names, addresses, and occupations of the persons who have ceased to be members since the last list was made, and the number of shares held by each of them.

The above list and summary shall be contained in a separate part of the register, and shall be completed within seven days after such fourteenth day as is mentioned in this section, and a copy shall forthwith be forwarded to the Registrar.

If any company under this Act, and having a capital divided into shares, makes default in complying with the provisions of this Act with respect to forwarding such list of members or summary as is hereinbefore mentioned to the Registrar, such company shall incur a penalty not exceeding five pounds for every day during which such default continues; and every director and manager of the company who shall knowingly and wilfully authorize or permit such default shall incur the like penalty.

Every company under this Act, having a capital divided into shares, that has consolidated and divided its capital into shares of larger amount than its existing shares, or converted any portion of its capital into stock, shall give notice to the Registrar of such consolidation division or conversion, specifying the shares so consolidated divided or converted.

Where any company under this Act, and having a capital divided into shares, has converted any portion of its capital into stock, and given notice of such conversion to the Registrar, all the provisions of this Act which are applicable to shares only shall cease as to so much of the capital as is converted into stock; and the register of members hereby required to be kept by the company, and the list of members to be forwarded to the Registrar, shall show the amount of stock held by each member in the list instead of the amount of shares and the particulars relating to shares hereinbefore required.

No notice of any trust, expressed, implied, or constructive, shall be entered on the register or be receivable by the Registrar in the case of companies under this Act.

A certificate under the common seal of the company, specifying any share or shares or stock held by any member of a company, shall be primâ facie evidence of the title of the member to the share or shares or stock therein specified.

The register of members, commencing from the date of the registration of the company, shall be kept at the registered office of the company hereinafter mentioned.

Except when closed as hereinafter mentioned, it shall during business hours (but subject to such reasonable restrictions as the company in general meeting may impose, so that not less than two hours in each day be appointed for inspection), be open to the inspection of any member gratis, and to the inspection of any other person on the payment of one shilling, or such less sum as the company may prescribe for each inspection.

Every such member or other person may acquire a copy of such register, or any part thereof, or of such list or summary of members as is hereinbefore mentioned, on payment of sixpence for every hundred words required to be copied.

If such inspection or copy is refused, the company shall incur for each refusal a penalty not exceeding five pounds, and a further penalty not exceeding two pounds for every day during which such refusal continues, and every director and manager of the company who shall knowingly authorize or permit such refusal, shall incur the like penalty; and, in addition to the above penalty, any Judge of the Supreme Court sitting in Chambers may by order compel an immediate inspection of the register.

Any company under this Act may, upon giving notice by an advertisement in some newspaper circulating in the district in which the registered office of the company is situated, close the register of members for any time or times not exceeding in the whole thirty days in each year.

Where a company has a capital divided into shares, whether such shares may or may not have been converted into stock, notice of any increase in such capital beyond the registered capital, and, where a company has not a capital divided into shares, notice of any increase in the number of members beyond the registered number, shall be handed to the Registrar in the case of an increase of capital within fifteen days from the date of the passing of the resolution by which such increase has been authorized, and in the case of an increase of members within fifteen days from the time at which such increase of members has been resolved on or has taken place, and the Registrar shall forthwith record the amount of such increase of capital or members.

If such notice is not given within the period aforesaid, the company in default shall incur a penalty not exceeding five pounds for every day during which such neglect to give notice continues, and every director and manager of the company who shall knowingly and wilfully authorize or permit such default shall incur the like penalty.

If the name of any person is, without sufficient cause, entered in or omitted from the register of members of any company under this Act, or if default is made or unnecessary delay takes place in entering on the register the fact of any person having ceased to be a member of the company, the person or member aggrieved or any member of the company, or the company itself, may, by motion in the Supreme Court (hereinafter called “the Court”) or by application to a Judge of the Court sitting in Chambers, apply for an order of the Court that the register may be rectified.

The Court may either refuse such application with or without costs to be paid by the applicant, or it may, if satisfied of the justice of the case, make an order for the rectification of the register, and may direct the company to pay all the costs of such motion, application, or petition, and any damages the party aggrieved may have sustained.

The Court may, in any proceeding under this section, decide on any question relating to the title of any person who is a party to such proceeding to have his name entered in or omitted from the register, whether such question arises between two or more members or alleged members, or between any members or alleged members and the company, and generally the Court may in any such proceeding decide any question that it may be necessary or expedient to decide for the rectification of the register: Provided that the Court may direct an issue to be tried in which any question of law may be raised and error or appeal shall lie, in manner authorized by any law or practice for the time being in force.

Whenever any order has been made rectifying the register, in the case of a company hereby required to send a list of its members to the Registrar, the Court shall, by its order, direct that due notice of such rectification be given to the Registrar.

The register of members shall be primâ facie evidence of any matters by this Act directed or authorized to be inserted therein.

Any company limited by shares may by special resolution so far modify the conditions contained in its memorandum of association (if authorized so to do by its regulations as originally framed or as altered by special resolution) as to reduce its capital, including paid-up capital; but no such resolution for reducing the capital of any company shall come into operation until an order of the Court is registered by the Registrar as is hereinafter mentioned.

The company shall, after the date of the passing of any special resolution for reducing its capital, add to its name, until such date as the Court may fix, the words “and reduced” as the last words in its name; and those words shall until such date, be deemed to be part of the name of the company.

A company which has passed a special resolution for reducing its capital may apply to the Court by petition for an order confirming the reduction, and on the hearing of the petition the Court, if satisfied that, with respect to every creditor of the company who, under the provisions of this Act, is entitled to object to the reduction, either his consent to the reduction has been obtained, or his debt or claim has been discharged or has determined or has been secured as hereinafter provided, may make an order confirming the reduction on such terms and subject to such conditions as it deems fit.

Where a company proposes to reduce its capital, every creditor of the company who, at the date fixed by the Court, is entitled to any debt or claim which, if that date were the commencement of the winding-up of the company, would be admissible in proof against the company, shall be entitled to object to the proposed reduction and to be entered in the list of creditors who are so entitled to object.

The Court shall settle a list of such creditors, and for that purpose shall ascertain as far as possible, without requiring an application from any creditor, the names of such creditors and the nature and amount of their debts or claims, and may publish notices fixing a certain day or days within which creditors of the company who are not entered on the list are to claim to be entered or to be excluded from the right of objecting to the proposed reduction.

Where a creditor whose name is entered on the list of creditors, and whose debt or claim is not discharged or determined, does not consent to the proposed reduction, the Court may (if it think fit) dispense with such consent, on the company securing the payment of the debt or claim of such creditor by setting apart and appropriating, in such manner as the Court may direct, a sum of such amount as is hereinafter mentioned, that is to say,—

If the full amount of the debt or claim of the creditor is admitted by the company, or, though not admitted, is such as the company are willing to set apart and appropriate, then the full amount of the debt or claim shall be set apart and appropriated:

If the full amount of the debt or claim of the creditor is not admitted by the company, and is not such as the company are willing to set apart and appropriate, or if the amount is contingent or not ascertained, then the Court may (if it think fit) inquire into and adjudicate upon the validity of such debt or claim and the amount for which the company may be liable in respect thereof, in the same manner as if the company were being wound up by the Court.

The amount fixed by the Court on such inquiry and adjudication shall be set apart and appropriated.

The Registrar, upon the production to him of an order of the Court confirming the reduction of the capital of the company, and the delivery to him of a copy of the order and of a minute (approved by the Court), showing, with respect to the capital of the company as altered by the order, the amount of such capital, the number of shares into which it is to be divided, and the amount of each share, shall register the order and minute; and on the registration the special resolution confirmed by the order so registered shall take effect.

Notice of such registration shall be published in such manner as the Court may direct.

The Registrar shall certify under his hand the registration of the order and minute; and his certificate shall be conclusive evidence that all the requisitions of this Act with respect to the reduction of capital have been complied with, and that the capital of the company is such as stated in the minute.

The minute when registered shall be deemed to be substituted for the corresponding part of the memorandum of association of the company, and shall be of the same validity and subject to the same alterations as if it had been originally contained in the memorandum of association.

Subject as in this Act mentioned, no member of the company, whether past or present, shall be liable, in respect of any share, to any call or contribution exceeding in amount the difference (if any) between the amount which has been paid on such share and the amount of the share as fixed by the minute.

If any creditor who is entitled, in respect of any debt or claim, to object to the reduction of the capital of a company under this Act, is, in consequence of his ignorance of the proceedings taken with a view to such reduction, or of their nature and effect with respect to his claim, not entered on the list of creditors, and after such reduction the company is unable, within the meaning of the one hundred and forty-third section of this Act, to pay to the creditor the amount of such debt or claim, every person who was a member of the company at the date of the registration of the order and minute relating to the reduction of the capital of the company shall be liable to contribute, for the payment of such debt or claim, an amount not exceeding the amount which he would have been liable to contribute if the company had commenced to be wound up on the day prior to such registration.

On the company being wound up, the Court, on the application of such creditor, and on proof that he was ignorant of the proceedings taken with a view to the reduction, or of their nature and effect with respect to his claim, may, if it think fit, settle a list of such contributories accordingly, and make and enforce calls and orders on the contributories settled on such list in the same manner in all respects as if they were ordinary contributories in a winding-up.

But the provisions of this section shall not affect the rights of the contributories of the company among themselves.

A minute when registered shall be embodied in every copy of the memorandum of association issued after its registration, and, if any company makes default in complying with the provisions of this section, it shall incur a penalty not exceeding one pound for each copy in respect of which such default is made; and every director and manager of the company who shall knowingly and wilfully authorize or permit such default shall incur the like penalty.

If any director, manager, or officer of the company wilfully conceals the name of any creditor of the company who is entitled to object to the proposed reduction, or wilfully misrepresents the nature or amount of the debt or claim of any creditor of the company, or if any director or manager of the company aids or abets in or is privy to any such concealment or misrepresentation as aforesaid, every such director, manager, or officer shall be guilty of a misdemeanour.

The powers of making rules concerning winding up by this Act conferred upon the Judges of the Supreme Court, shall extend to making rules concerning matters in which jurisdiction is, by the preceding sections, given to such Court; and until such rules are made the ordinary practice of the Court in matters of the same nature shall, so far as the same is applicable, be followed.

The Court may under the preceding sections make such order as to costs as it deems fit.

The power to reduce capital shall include a power to cancel any lost capital, or any capital unrepresented by available assets, or to pay off any capital which may be in excess of the wants of the company; and paid-up capital may be reduced either with or without extinguishing or reducing the liability (if any) remaining on the shares of the company, and to the extent to which such liability is not extinguished or reduced it shall be deemed to be preserved:

Provided that, where the reduction of the capital does not involve either the diminution of any liability in respect of unpaid capital or the payment to any shareholder of any paid-up capital,—

The creditors of the company shall not, unless the Court otherwise direct, be entitled to object or required to consent to the reduction;

It shall not be necessary, before the presentation of the petition for confirming the reduction, to add, and the Court may, if it thinks it expedient so to do, dispense altogether with the addition of, the words “and reduced,” as mentioned in the forty-eighth section of this Act.

In any case that the Court thinks fit so to do, it may require the company to publish, in such manner as it thinks fit, the reasons for the reduction of its capital, or such other information in regard to the reduction of its capital as the Court may think expedient, with a view to give proper information to the public in relation to the reduction of its capital by a company, and, if the Court thinks fit, the causes which led to such reduction.

The minute required to be registered in the case of reduction of capital shall show, in addition to the other particulars required by law, the amount (if any), at the date of the registration of the minute, proposed to be deemed to have been paid up on each share.

Any company limited by shares may so far modify the conditions contained in its memorandum of association, if authorized so to do by its regulations as originally framed or as altered by special resolution, as to reduce its capital by cancelling any shares which, at the date of the passing of such resolution, have not been taken or agreed to be taken by any person; and the provisions of sections forty-eight to fifty-seven shall not apply to any reduction of capital made in pursuance of this section.

In the case of a company limited by shares, the company, if authorized so to do by its regulations as originally framed or as altered by special resolution, and subject to the provisions of such regulations, may with respect to any share which is fully paid up, or with respect to stock, issue under their common seal a warrant stating that the bearer of the warrant is entitled to the share or shares or stock therein specified, and may provide by coupons or otherwise for the payment of the future dividends on the share or shares or stock included in such warrant, hereinafter referred to as a share warrant.

A share warrant shall entitle the bearer of such warrant to the shares or stock specified in it, and such shares or stock may be transferred by the delivery of the share warrant.

The bearer of a share warrant shall, subject to the regulations of the company, be entitled, on surrendering such warrant for cancellation, to have his name entered as a member in the register of members, and the company shall be responsible for any loss incurred by any person by reason of the company entering in its register of members the name of any bearer of a share warrant in respect of the shares or stock specified therein, without the share warrant being surrendered and cancelled.

The bearer of a share warrant may, if the regulations of the company so provide, be deemed to be a member of the company within the meaning of this Act, either to the full extent or for such purposes as may be prescribed by the regulations:

Provided that the hearer of a share warrant shall not be qualified in respect of the shares or stock specified in such warrant for being a director or manager of the company, in cases where such a qualification is prescribed by the regulations of the company.

On the issue of a share warrant in respect of any share or stock the company shall strike out of its register of members the name of the member then entered therein as holding such share or stock, as if he had ceased to be a member, and shall enter in the register the following particulars:—

The fact of the issue of the warrant:

A statement of the shares or stock included in the warrant, distinguishing each share by its number:

The date of the issue of the warrant.

And until the warrant is surrendered the above particulars shall be deemed to be the particulars which are required by the thirty-fifth section of this Act to be entered in the register of members of a company; and on the surrender of a warrant the date of such surrender shall be entered as if it were the date at which a person ceased to be a member.

After the issue by the company of a share warrant the annual summary required by the thirty-sixth section hereof shall contain the following particulars:— The total amount of shares or stock for which share warrants are outstanding at the date of the summary, and the total amount of share warrants which have been issued and surrendered respectively since the last summary was made, and the number of shares or amount of stock comprised in each warrant.

There shall be charged on every share warrant, upon the first issue thereof, a stamp duty of an amount equal to three times the amount of the ad valorem stamp duty which would be chargeable on a deed transferring the share or shares or stock specified in the warrant if the consideration for the transfer were the nominal value of such share or shares or stock.

Such stamp duty shall be collected, recovered, and enforced under the provisions of “The Stamp Act, 1882,” as if such duty had been thereby imposed. Any provision in any Act relating to stamp duties, and now in force, which may be inconsistent with this or the preceding provisions respecting share warrants to bearer shall be deemed to be hereby repealed.

If a share warrant is issued without being duly stamped, the company issuing the same, and also every person who at the time when it is issued is the managing director or secretary or other principal officer of the company, shall be liable to a penalty not exceeding fifty pounds.

Whosoever forges or alters, or offers utters disposes of or puts off, knowing the same to be forged or altered, any share warrant or coupon, or any document purporting to be a share warrant or coupon issued in pursuance of this Act, or demands or endeavours to obtain or receive any share or interest of or in any company under this Act, or to receive any dividend or money payable in respect thereof by virtue of any such forged or altered share warrant, coupon, or document purporting as aforesaid, knowing the same to be forged or altered, with intent, in any of the cases aforesaid, to defraud, shall be guilty of felony; and being convicted thereof shall be liable, at the discretion of the Court, to be kept in penal servitude for life or for any term not less than five years, or to be imprisoned for any term not exceeding two years with or without hard labour, and with or without solitary confinement.

Whosoever falsely and deceitfully personates any owner of any share or interest of or in any company, or of any share warrant or coupon issued in pursuance of this Act, and thereby obtains, or endeavours to obtain, any such share or interest, or share warrant or coupon, or receives or endeavours to receive any money due to any such owner, as if such offender were the true and lawful owner, shall be guilty of felony; and being convicted thereof shall be liable, at the discretion of the Court, to be kept in penal servitude for life, or for any term not less than five years, or to be imprisoned for any term not exceeding two years with or without hard labour, and with or without solitary confinement.

Whosoever, without lawful authority or excuse, the proof whereof shall be on the party accused, engraves or makes upon any plate, wood, stone, or other material, any share warrant or coupon, purporting to be a share warrant or coupon issued or made by any particular company under and in pursuance of this Act, or to be a blank share warrant or coupon issued or made as aforesaid, or to be a part of such share warrant or coupon, or uses any such plate, wood, stone, or other material, for the making or printing any such share warrant or coupon, or any such blank share warrant or coupon, or any part thereof respectively, or knowingly has in his custody or possession any such plate, wood, stone, or other material, shall be guilty of felony; and being convicted thereof shall be liable, at the discretion of the Court, to be kept in penal servitude for any term not exceeding fourteen years, and not less than five years, or to be imprisoned for any term not exceeding two years with or without hard labour, and with or without solitary confinement.

In the event of a company formed under this Act being wound up, every present and past member of such company shall be liable to contribute to the assets of the company to an amount sufficient for payment of the debts and liabilities of the company, and the costs, charges, and expenses of the winding-up, and for the payment of such sums as may be required for the adjustment of the rights of the contributories amongst themselves, with the qualifications following, that is to say,—

No past member shall be liable to contribute to the assets of the company if he has ceased to be a member for a period of one year or upwards prior to the commencement of the winding-up.

No past member shall be liable to contribute in respect of any debt or liability of the company contracted after the time at which he ceased to be a member.

No past member shall be liable to contribute to the assets of the company unless it appears to the Court that the existing members are unable to satisfy the contributions required to be made by them in pursuance of this Act.

In the case of a company limited by shares, no contribution shall be required from any member exceeding the amount, if any, unpaid on the shares in respect of which he is liable as a present or past member.

In the case of a company limited by guarantee, no contribution shall be required from any member exceeding the amount of the undertaking entered into on his behalf by the memorandum of association.

Nothing in this Act contained shall invalidate any provision contained in any policy of insurance or other contract whereby the liability of individual members upon any such policy or contract is restricted, or whereby the funds of the company are alone made liable in respect of such policy or contract.

No sum due to any member of a company in his character of a member, by way of dividends, profits, or otherwise, shall be deemed to be a debt of the company payable to such member in a case of competition between himself and any other creditor not being a member of the company; but any such sum may be taken into account for the purpose of the final adjustment of the rights of the contributories amongst themselves.

The following modifications shall be made in the provisions of the last preceding section with respect to the contributions to be required, in the event of the winding-up of a limited company, from any director or manager whose liability is in pursuance of this Act unlimited:—

Subject to the provisions hereinafter contained, any such director or manager, whether past or present, shall, in addition to his liability (if any) to contribute as an ordinary member, be liable to contribute as if he were at the date of the commencement of such winding-up a member of an unlimited company.

No contribution required from any past director or manager, who has ceased to hold such office for a period of one year or upwards prior to the commencement of the winding-up, shall exceed the amount (if any) which he is liable to contribute as an ordinary member of the company.

No contribution required from any past director or manager in respect of any debt or liability of the company contracted after the time at which he ceased to hold such office shall exceed the amount (if any) which he is liable to contribute as an ordinary member of the company.

Subject to the provisions contained in the regulations of the company, no contribution required from any director or manager shall exceed the amount (if any) which he is liable to contribute as an ordinary member, unless the Court deems it necessary to require such contribution in order to satisfy the debts and liabilities of the company, and the costs, charges, and expenses of the winding-up.

In the event of the winding-up of any limited company, the Court, if it think fit, may make to any director or manager of such company whose liability is unlimited the same allowance by way of set-off, as, under the one hundred and sixty-fourth section of this Act, it may make to a contributory where the company is not limited.

Every company under this Act shall have a registered office to which all communications and notices may be addressed.

If any company under this Act carries on business without having such an office it shall incur a penalty not exceeding five pounds for every day during which business is so carried on.

Notice of the situation of such registered office, and of any change therein, shall be given to the Registrar, and recorded by him.

Until such notice is given, the company shall not be deemed to have complied with the provisions of this Act with respect to having a registered office.

Every limited company under this Act, whether limited by shares or by guarantee, shall paint or affix, and shall keep painted or affixed, its name on the outside of every office or place in which the business of the company is carried on, in a conspicuous position, in letters easily legible.

It shall also have its name engraven in legible characters on its seal, and shall have its name mentioned in legible characters in all notices, advertisements, and other official publications of such company, and in ail bills of exchange, promissory notes, indorsements, cheques, and orders for money or goods, and purporting to be signed by or on behalf of such company, and in all bills of parcels, invoices, receipts, and letters of credit of the company.

If any limited company under this Act does not paint or affix, and keep painted or affixed, its name in manner aforesaid, it shall be liable to a penalty not exceeding five pounds for not so painting or affixing its name, and to a further penalty not exceeding five pounds for every day during which such name is not so kept painted or affixed.

And every director and manager of the company who shall knowingly and wilfully authorize or permit such default shall be liable to the like penalty.

If any director, manager, or officer of such company, or any person on its behalf, uses or authorizes the use of any seal, purporting to be a seal of the company, whereon its name is not so engraven as aforesaid, or issues or authorizes the issue of any notice, advertisement or other official publication of such company, or signs or authorizes to be signed on behalf of such company any bill of exchange, promissory note, indorsement, cheque, order for money or goods, or issues or authorizes to be issued any bill of parcels, invoice, receipt, or letter of credit of the company wherein its name is not mentioned in manner aforesaid, he shall be liable to a penalty not exceeding fifty pounds, and shall further be personally liable to the holder of any such bill of exchange, promissory note, cheque, or order for money or goods for the amount thereof, unless the same is duly paid by the company.

Every limited company under this Act shall keep a register of all mortgages and charges specifically affecting property of the company, and shall enter in such register in respect of each mortgage or charge a short description of the property mortgaged or charged, the amount of charge created, and the names of the mortgagees or persons entitled to such charge.

If any property of the company is mortgaged or charged without such entry as aforesaid being made, every director, manager, or other officer of the company who knowingly and wilfully authorizes or permits the omission of such entry, shall incur a penalty not exceeding fifty pounds.

The register of mortgages required by this section shall be open to inspection by any creditor or member of the company at all reasonable times; and if such inspection is refused, any officer of the company refusing the same, and every director and manager of the company authorizing or knowingly and wilfully permitting such refusal, shall incur a penalty not exceeding five pounds, and a further penalty not exceeding two pounds for every day during which such refusal continues; and, in addition to the above penalty, any Judge of the Supreme Court sitting in Chambers may by order compel an immediate inspection of the register.

Every insurance company and deposit, provident, or benefit society under this Act shall, before it commences business, and once in every year during which it carries on business, make a statement of the matters contained in Table B in the First Schedule hereto, or as near thereto as circumstances will admit; and a copy of such statement shall be put up in a conspicuous place in the registered office of the company, and in every branch office or place where the business of the company is carried on.

If default is made in compliance with the provisions of this section, the company shall be liable to a penalty not exceeding five pounds for every day during which such default continues; and every director and manager of the company who shall knowingly and wilfully authorize or permit such default shall incur the like penalty.

Every member and every creditor of any company mentioned in this section shall be entitled to a copy of the above-mentioned statement on payment of a sum not exceeding sixpence.

Every company under this Act, and not having a capital divided into shares, shall keep at its registered office a register containing the names and addresses and the occupations of its directors or managers, and shall send to the Registrar a copy of such register, and shall from time to time notify to the Registrar any change that takes place in such directors or managers.

If any company under this Act, and not having a capital divided into shares, makes default in keeping a register of its directors or managers, or in sending a copy of such register to the Registrar in compliance with the foregoing section, or in notifying to the Registrar any change that takes place in such directors or managers, such delinquent company shall incur a penalty not exceeding five pounds for every day during which such default continues, and every director and manager of the company who shall knowingly and wilfully authorize or permit such default shall incur the like penalty.

If any company under this Act carries on business when the number of its members is less than seven, for a period of six months after the number has been so reduced, every person who is a member of such company during the time that it so carries on business after such period of six months, and is cognizant of the fact that it is so carrying on business with fewer than seven members, shall be severally liable for the payment of the whole debts of the company contracted during such time, and may be sued for the same without the joinder in the action or suit of any other member.

A general meeting of every company under this Act shall be held once at the least in every year.

Every company formed under this Act shall hold a general meeting within four months after its memorandum of association is registered; and if such meeting is not held, the company shall be liable to a penalty not exceeding five pounds a day for every day after the expiration of such four months until the meeting is held;

And every director or manager of the company, and every subscriber of the memorandum of association, who knowingly authorizes or permits such default shall be liable to the same penalty.

Subject to the provisions of this Act, and to the conditions contained in the memorandum of association, any company formed under this Act may in general meeting, from time to time, by passing a special resolution in manner hereinafter mentioned, alter all or any of the regulations of the company contained in the articles of association, or in the Table marked A in the First Schedule, where such Table is applicable to the company or make new regulations to the exclusion of or in addition to all or any of the regulations of the company.

Any regulations so made by special resolution shall be deemed to be regulations of the company, of the same validity as if they had been originally contained in the articles of association, and shall be subject in like manner to be altered or modified by any subsequent special resolution.

A resolution passed by a company under this Act shall be deemed to be special whenever a resolution has been passed by a majority of not less than three-fourths of such members of the company for the time being entitled according to the regulations of the company to vote, as may be present in person or by proxy (in cases where by the regulations of the company proxies are allowed) at any general meeting of which notice, specifying the intention to propose such resolution, has been duly given; and such resolution has been confirmed by a majority of such members for the time being entitled according to the regulations of the company to vote, as may be present in person or by proxy at a subsequent general meeting of which notice has been duly given, and held at an interval of not less than fourteen days nor more than one month from the date of the meeting at which such resolution was first passed.

At any meeting mentioned in this section, unless a poll is demanded by at least five members, a declaration of the chairman that the resolution has been carried shall be deemed conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against the same.

In computing the majority under this section when a poll is demanded, reference shall be had to the number of votes to which a member is entitled by the regulations of the company.

Notice of any meeting shall, for the purposes of this section, be deemed to be duly given and the meeting to be duly held whenever such notice is given and meeting held in manner prescribed by the regulations of the company.

In default of any regulations as to voting, every member shall have one Vote; and in default of any regulations as to summoning general meetings, a meeting shall be held to be duly summoned of which seven days’ notice in writing has been served on every member, in manner in which notices are required to be served by the Table marked A in the First Schedule hereto; and in default of any regulations as to the persons to summon meetings, five members shall be competent to summon the same; and in default of any regulations as to who is to be chairman of such meeting, it shall be competent for any person elected by the members present to preside.

A copy of any special resolution that is passed by any company under this Act shall be forwarded to the Registrar and recorded by him.

If such copy be not so forwarded within fifteen days from the date of the Confirmation of the resolution the company shall incur a penalty not exceeding two pounds for every day after the expiration of such fifteen days during which such copy is omitted to be forwarded; and every director and manager of the company who shall knowingly and wilfully authorize or permit such default shall incur the like penalty.

Where articles of association have been registered, a copy of every special resolution for the time being in force shall be annexed to or embodied in every copy of the articles of association that may be issued after the passing of such resolution.

Where no articles of association have been registered, a copy of any special resolution shall be forwarded to any member requesting the same on payment of one shilling, or such less sum as the company may direct; and if any company makes default in complying with the provisions of this section, it shall incur a penalty not exceeding one pound for each copy in respect of which such default is made, and every director and manager of the company who shall knowingly and wilfully authorize or permit such default shall incur the like penalty.

The Supreme Court or any Judge thereof may appoint one or more competent inspectors to examine into the affairs of any company under this Act, and to report thereon in such manner as the Court or Judge may direct, upon the applications following, that is to say,—

In the case of a company that has a capital divided into shares, upon the application of members holding not less than one-fifth part of the whole shares of the company for the time being issued.

In the case of a company not having a capital divided into shares, upon the application of members being in number not less than one-fifth of the whole number of persons for the time being entered in the register of the company as members.

The application shall be supported by such evidence as the Court or Judge may require, for the purpose of showing that the applicants have good reason for requiring such investigation to be made, and that they are not actuated by malicious motives in instituting the same. The Court or Judge may also require the applicants to give security for payment of the costs of the inquiry before appointing any inspector or inspectors.

It shall be the duty of all officers and agents of the company to produce, for the examination of the inspectors, all books and documents in their custody or power.

Any inspector may examine upon oath the officers and agents of the company in relation to its business, and may administer such oath accordingly.

If any officer or agent refuses to produce any such book or document, or to answer any question relating to the affairs of the company, he shall incur a penalty not exceeding five pounds in respect of each offence.

Upon the conclusion of the examination the inspectors shall report their opinion to the said Court or the Judge thereof.

Such report shall be written or printed, as the Court or Judge directs.

A copy shall be forwarded by the Registrar of the said Court to the registered office of the company, and a further copy shall, at the request of the members upon whose application the inspection was made, be delivered to them or to any one or more of them for the use of all such members.

All expenses of and incidental to any such examination as aforesaid shall be defrayed by the members upon whose application the inspectors were appointed, unless the said Court or Judge shall direct the same to be paid out of the assets of the company, which it or he is hereby authorized to do.

Any company under this Act may, by special resolution, appoint an inspector or inspectors for the purpose of examining into the affairs of the company.

The inspectors so appointed shall have the same powers and perform the same duties as inspectors appointed by the said Court or any Judge thereof, with this exception: that, instead of making their report to the said Court or Judge, they shall make the same in such manner and to such persons as the company in general meeting directs; and the officers and agents of the company shall incur the same penalties, in case of any refusal to produce any book or document hereby required to be produced to such inspectors, or to answer any question, as they would have incurred if such inspectors had been appointed by the said Court or any Judge thereof.

A copy of the report of any inspector appointed under this Act, authenticated by the seal of the company into whose affairs he has made inspection, shall be admissible as evidence in any legal proceeding of the opinion of the inspector in relation to any matter contained in such report.

Contracts on behalf of any company under this Act may be made as follows, that is to say,—

Any contract which if made between private persons would by law be required to be in writing, and under seal, may be made on behalf of the company in writing under the common seal of the company:

Any contract which if made between private persons would be by law required to be in writing, and signed by the parties to be charged therewith, may be made on behalf of the company in writing signed by any person acting under the express or implied authority of the company:

Any contract which if made between private persons would by law be valid although made by parol only and not reduced into writing, may be made by parol, on behalf of the company, by any person acting under the express or implied authority of the company.

All contracts made according to the provisions herein contained may in the same way be varied or discharged, and shall be effectual in law, and shall be binding upon the company and their successors, and all other parties thereto, their heirs executors or administrators, as the case may be.

A promissory note or bill of exchange shall be deemed to have been made, accepted, or indorsed on behalf of any company under this Act if made, accepted, or indorsed in the name of the company by any person acting under the express or implied authority of the company.

The provisions of an Ordinance of the Governor and Legislative Council of New Zealand, Session II., No. 10, intituled “An Ordinance to facilitate the Transfer of Real Property and simplify the Law relating thereto,” and any amendment thereof, or of any Act passed in substitution thereof, shall be deemed to apply to conveyances, mortgages, and leases made by any company registered under this Act.

Any company under this Act may, by instrument in writing under its common seal, empower any person, either generally or in respect of any specified matters, as its attorney to execute deeds on its behalf in any place not situate in the colony; and every deed signed by such attorney on behalf of the company, and under his seal, shall be binding on the company, and have the same effect as if it were under the common seal of the company.

Any summons, notice, order, or other document required to be served upon the company, may be served by leaving the same or sending it through the post in a prepaid and registered letter addressed to the company at their registered office.

Any document to be served by post on the company shall be posted in such time as to admit of its being delivered in the due course of delivery within the period (if any) prescribed for the service thereof; and, in proving service of such document, it shall be sufficient to prove that such document was properly directed, and that it was put as a prepaid and registered letter into the Post Office.

Any summons, notice, order, or proceeding requiring authentication by the company may be signed by any director, secretary, or other authorized officer of the company, and need not be under the common seal of the company; and the same may be in writing or in print, or partly in writing and partly in print.

Every company under this Act shall cause minutes of all resolutions and proceedings of general meetings of the company, and of the directors or managers of the company in cases where there are directors or managers, to be duly entered in books to be from time to time provided for the purpose.

Any such minute as aforesaid, if purporting to be signed by the chairman of the meeting at which such resolutions were passed or proceedings had, or by the chairman of the next succeeding meeting, shall be received as evidence in all legal proceedings;

And, until the contrary is proved, every general meeting of the company, or meeting of directors or managers, in respect of the proceedings of which minutes have been so made, shall be deemed to have been duly held and convened, and all resolutions passed thereat or proceedings had to have been duly passed and had, and all appointments of directors, managers, or liquidators shall be deemed to be valid; and all acts done by such directors, managers, or liquidators shall be valid, notwithstanding any defect that may afterwards be discovered in their appointments or qualifications.

Where a limited company is plaintiff in any action or other legal proceeding, any Court or Judge having jurisdiction in the matter may, if it appears by any credible testimony that there is reason to believe that, if the defendant be successful in his defence, the assets of the company will be insufficient to pay his costs, require sufficient security to be given for such costs, and may stay all proceedings until such security is given.

In any action or suit brought by the company against any member to recover any call or other moneys due from such member in his character of member, it shall not be necessary to set forth the special matter, but it shall be sufficient to allege that the defendant is a member of the company and is indebted to the company in respect of a call made or other moneys due whereby an action or suit hath accrued to the company.

All penalties under this Act may be recovered in a summary way before any two or more Justices of the Peace, in the manner provided in “The Justices of the Peace Act 1882.”

The forms set forth in the Second Schedule hereto, or forms as near thereto as circumstances admit, shall be used in all matters to which such forms refer.

The Governor in Council may from time to time make such alterations in the tables and forms contained in the Schedules hereto, or make such additions to the said forms, as he deems requisite, so that he does not increase the amount of fees payable to the Registrar in the First Schedule mentioned.

Any such table or form, when altered, shall be gazetted, and, upon such publication being made, such table or form shall have the same force as if it were included in the Schedule to this Act; but no alteration made by the Governor in Council in the Table marked A in the First Schedule shall affect any company registered prior to the date of such alteration, or repeal as respects such company any portion of such table.

Any company may from time to time agree to refer and may refer to arbitration, in manner hereinafter provided, any existing or future difference, question, or other matters whatsoever in dispute between itself and any other company or person, and the companies parties to the arbitration may delegate to the person of persons to whom the reference is made any power to settle any terms, or to determine any matter capable of being lawfully settled or determined by the companies themselves, or by the directors or other managing body of such companies.

In the construction of the following provisions relating to arbitration, the expressions “the party” or “the parties” shall mean any company formed under this Act, and also any person with whom any company has or may have any dispute, difference, or question.

Anything required to be done in reference to arbitration shall be done—

By a company, in writing under their common seal;

By a person, in writing under his signature or signature and seal, as the case may require in each case.

The parties jointly, but not otherwise, from time to time may add to, alter, or revoke any agreement or reference in accordance with this Act theretofore entered into between the parties, or any of the terms, conditions, or stipulations thereof.

Every reference or agreement in accordance with this Act, except so far as it is from time to time revoked or modified in accordance with this Act, shall bind the parties, and may and shall be carried into full effect.

Where the parties agree, the reference shall be made to a single arbitrator.

Except where the parties agree that the reference shall be made to a single arbitrator, the reference shall be made as follows:—

Where there are to be two or more arbitrators, each party shall appoint one of the arbitrators, and shall give notice in writing thereof to the other party or parties.

Where there are to be two or more arbitrators, if any of the parties fail to appoint an arbitrator within fourteen days after being thereunto requested in writing by the other party, or by the other parties or any of them, then, on the application of the parties or any of them, the Governor in Council, instead of the party so failing to appoint an arbitrator, may appoint an arbitrator, and the arbitrator so appointed shall, for the purposes of this Act, be deemed to be appointed by the party so failing.

Where the reference is made to two or more arbitrators, if, before the matters referred to them are determined, any arbitrator dies or becomes incapable or unfit, or for seven consecutive days fails, to act as arbitrator, the party by which he was appointed shall appoint an arbitrator in his place.

Where the party by which an arbitrator ought to be appointed in the place of the arbitrator so deceased, incapable, unfit, or failing to act, fail to make the appointment within fourteen days after being thereunto requested in writing by the other party, or by the other parties or any of them, then, on the application of the parties or any of them, the Governor in Council may appoint an arbitrator, and the arbitrator so appointed by the Governor in Council shall, for the purposes of this Act, be deemed to be appointed by the party so failing.

When any appointment of an arbitrator is made, the party making the appointment shall have no power to revoke the appointment without the previous consent in writing of the other party, or every other party, in writing, under their common seal.

Where two or more arbitrators are appointed they shall, before entering on the business of the reference, appoint by writing under their hands an impartial and qualified person to be their umpire.

If the arbitrators do not appoint an umpire within seven days after the reference is made to the arbitrators, then, on the application of the parties or any of them, the Governor in Council may appoint an umpire, and the umpire so appointed shall, for the purposes of this Act, be deemed to be appointed by the arbitrators.

Where two or more arbitrators are appointed, if, before the matters referred to them are determined, their umpire dies or becomes incapable or unfit, or for seven consecutive days fails, to act as umpire, the arbitrators shall, by writing under their hands, appoint an impartial and qualified person to be their umpire.

If the arbitrators fail to appoint an umpire within seven days after notice in writing to them of the decease, incapacity, unfitness, or failure to act of their umpire, then, on the application of the parties or any of them, the Governor in Council may appoint an umpire, and the umpire so appointed shall, for the purposes of this Act, be deemed to be appointed by the arbitrators so failing.

Every arbitrator appointed in the place of a preceding arbitrator, and every umpire appointed in the place of a preceding umpire, shall respectively have the like powers and authorities as his respective predecessor.

Where there are two or more arbitrators, if they do not within such time as the parties agree on, or, failing such agreement, within thirty days next after the reference is made to the arbitrators, agree on their award thereon, then the matters referred to them, or such of those matters as are not then determined, shall stand referred to their umpire.

The arbitrator and the arbitrators and the umpire respectively may call for the production of any documents or evidence in the possession or power of the parties respectively, or which they respectively can produce, and which the arbitrator or the arbitrators or the umpire shall think necessary for determining the matters referred, and may examine the witnesses of the parties respectively on oath, and may administer the requisite oath.

Except where and as the parties otherwise agree, the arbitrator and the arbitrators and the umpire respectively may proceed in the business of the reference in such manner as he and they respectively shall think fit.

The arbitrator and the arbitrators and the umpire respectively may proceed in the absence of all or any of the parties in every case in which, after giving notice in that behalf to the parties respectively, the arbitrator or the arbitrators or the umpire shall think fit so to proceed.

The arbitrator and the arbitrators and the umpire respectively may, if he and they respectively think fit, make several awards each on part of the matters referred, instead of one award on all the matters referred; and every such award on part of the matters shall, for such time as shall be stated in the award, the same being such as shall have been specified in the agreement for arbitration, or, in the event of no time having been so specified, for any time which the arbitrator may be legally entitled to fix, be binding as to all the matters to which it extends, and as if the matters awarded on were all the matters referred, and that notwithstanding the other matters or any of them be not then or thereafter awarded on.

The award of the arbitrator or arbitrators or of the umpire, if made in writing under his or their respective hand or hands, and ready to be delivered to the parties within such a time as the parties agree on, or, failing such agreement, within thirty days next after the matters in difference are referred to (as the case may be) the arbitrator or the arbitrators or the umpire, shall be binding and conclusive on all the parties.

Provided always that (except where and as the parties otherwise agree) the umpire from time to time, by writing under his hand, may extend the period within which his award is to be made; and if it be made and ready to be delivered within the extended time, it shall be as valid and effectual as if made within the prescribed period.

No award made or any arbitration in accordance with this Act shall be set aside for any irregularity or informality.

Except only so far as the parties bound by any award in accordance with this Act from time to time otherwise agree, all things by every award in accordance with this Act lawfully required to be done, omitted, or suffered, shall be done, omitted, or suffered accordingly.

Full effect shall be given by all Courts in the colony, according to their respective jurisdiction, and by the parties respectively, and otherwise, to all agreements, references, arbitrations, and awards in accordance with this Act; and the performance or observance thereof may, where the Courts may think fit, be compelled by distress infinite on the property of the companies respectively, or by any other process against the parties respectively or their respective properties that the Court or any Judge thereof shall direct, and where requisite frame for the purpose.

Except where and as the parties otherwise agree, the costs of and attending the arbitration and the award shall be in the discretion of the arbitrator and the arbitrators and the umpire respectively.

Except where and as the parties otherwise agree, and if and so far as the award does not otherwise determine, the costs of and attending the arbitration and the award shall be borne and paid by the parties in equal shares, and in other respects the parties shall bear their own respective costs.

The submission to any arbitration in accordance with this Act may at any time be made a rule of the Supreme Court on the application of any party interested, and the Court may remit the matter to the arbitrator, or to the arbitrators, or to the umpire, with any directions the Court may think fit.

The term “contributory” shall mean every person liable to contribute to the assets of the company under this Act in the event of the same being wound up.

It shall also, in all proceedings for determining the persons who are to be deemed contributories, and in all proceedings prior to the final determination of such persons, include any person alleged to be a contributory.

The liability of any person to contribute to the assets of a company under this Act, in the event of the same being wound up, shall be deemed to create a debt (of the nature of a specialty) accruing due from such person at the time when his liability commenced, but payable at the time or respective times when calls are made as hereinafter mentioned for enforcing such liability; and it shall be lawful, in the case of the bankruptcy or insolvency of any contributory, to prove against his estate the estimated value of his liability to future calls as well as calls already made.

If any contributory dies either before or after he has been placed on the list of contributories hereinafter mentioned, his personal representatives, heirs, and devisees shall be liable in a due course of administration to contribute to the assets of the company in discharge of the liability of such deceased contributory, and such personal representatives, heirs and devisees shall be deemed to be contributories accordingly.

If any contributory becomes bankrupt or insolvent, either before or after he is placed on the list of contributories, the trustee of his estate shall be deemed to represent such bankrupt or insolvent for all the purposes of the winding-up, and shall be deemed to be a contributory accordingly, and may be called upon to admit to proof against the estate of such bankrupt or insolvent, or otherwise to allow to be paid out of his assets in due course of law any moneys due from such bankrupt or insolvent in respect of his liability to contribute to the assets of the company being wound up.

If any female contributory marries, either before or after she has been placed on the list of contributories, her husband shall, during the continuance of the marriage, be liable to contribute to the assets of the company the same sum as she would have been liable to contribute if she had not married, and he shall be deemed to be to be a contributory accordingly.

The expression “the Court,” as used in this Part of this Act, shall mean the Supreme Court of New Zealand, except where it is otherwise expressly provided that some other Court is meant to have jurisdiction in any proceedings under this Part of this Act.

A company under this Act may be wound up by the Court under the following circumstances, that is to say,—

Whenever the company has passed a special resolution requiring the company to be wound up by the Court.

Whenever the company does not commence its business within a year from its incorporation or suspends its business for the space of a whole year.

Whenever the members are reduced in number to less than seven.

Whenever the company is unable to pay its debts.

Whenever the Court is of opinion that it is just and equitable that the company should be wound up.

A company under this Act shall be deemed to be unable to pay its debts—

Whenever a creditor, by assignment or otherwise, to whom the company is indebted at law or in equity in a sum exceeding fifty pounds then due, has served on the company, by leaving the same at its registered office, a demand under his hand requiring the company to pay the sum so due, and the company has for the space of three weeks succeeding the service of such demand neglected to pay such sum, or to secure or compound for the same to the reasonable satisfaction of the creditor.

Whenever execution or other process issued on a judgment, decree, or order obtained in any Court in favour of any creditor at law or in equity, in any proceeding instituted by such creditor against the company, is returned unsatisfied in whole or in part.

Whenever it is proved to the satisfaction of the Court that the company is unable to pay its debts.

Any application to the Court for the winding-up of a company under this Act shall be by petition.

It may be presented by the company, or by any one or more creditor or creditors, contributory or contributories of the company, or by all or any of the above parties, together or separately; and every order which may be made on any such petition shall operate in favour of all the creditors and all the contributories of the company in the same manner as if it had been made upon the joint petition of a creditor and a contributory.

No contributory of a company shall be capable of presenting a petition for winding up such company unless the members of the company are reduced in number to less than seven, or unless the shares in respect of which he is a contributory, or some of them, either were originally allotted to him, or have been held by him and registered in his name for a period of at least six months during the eighteen months previously to the commencement of the winding-up, or have devolved upon him through the death of a former holder.

Provided that where a share has during the whole or any part of the six months been held by or registered in the name of the wife of a contributory, either before or after her marriage, or by or in the name of any trustee or trustees for such wife, or for the contributory, such share shall, for the purposes of this section, be deemed to have been held by and registered in the name of the contributory.

Any Judge of the Supreme Court may do in Chambers any act which the Court is authorized to do.

A winding-up of a company by the Court shall be deemed to commence at the time of the presentation of the petition for the winding-up.

The Court may at any time after the presentation of a petition for winding up a company under this Act, and before making an order for winding up the company, upon the application of the company, or of any creditor or contributory of the company, restrain further proceedings in any action, suit, or proceeding against the company upon such terms as the Court thinks fit. The Court may also, at any time after the presentation of such petition and before the first appointment of liquidators, appoint provisionally an official liquidator of the estate and effects of the company.

Upon hearing the petition the Court may dismiss the same, with or without costs, may adjourn the hearing conditionally or unconditionally, and may make any interim order or any other order that it deems just.

When an order has been made for winding up a company under this Act, no suit, action, or other proceeding shall be proceeded with or commenced against the company, except with the leave of the Court, and subject to such terms as the Court may impose.

When an order has been made for winding up a company under this Act, a copy of such order shall forthwith be forwarded by the company to the Registrar, who shall make a minute thereof in his books relating to the company.

The Court may at any time after an order has been made for winding up a company, upon the application by motion of any creditor or contributory of the company, and upon proof to the satisfaction of the Court that all proceedings in relation to such winding-up ought to be stayed, make an order staying the same either altogether or for a limited time, on such terms and subject to such conditions as it deems fit.

When an order has been made for winding up a company limited by guarantee, and having a capital divided into shares, any share capital that may not have been called up shall be deemed to be assets of the company, and to be a debt (of the nature of a specialty) due to the company from each member to the extent of any sums that may be unpaid on any shares held by him, and payable at such time as may be appointed by the Court.

The Court may, as to all the matters relating to the winding-up, have regard to the wishes of the creditors or contributories as proved to it by any sufficient evidence, and may, if it thinks it expedient, direct meetings of the creditors or contributories to be summoned held and conducted in such manner as the Court directs, for the purpose of ascertaining their wishes, and may appoint a person to act as chairman at any such meeting, and to report the result of such meeting to the Court.

In the case of creditors, regard is to be had to the value of the debts due to each creditor, and in the case of contributories to the number of votes conferred on each contributory by the regulations of the company.

For the purpose of conducting the proceedings in winding up a company and assisting the Court therein, there may be appointed a person or persons to be called an Official Liquidator or Official Liquidators, and the Court may appoint such person or persons, either provisionally or otherwise, as it thinks fit, to the office of Official Liquidator or Official Liquidators.

In all cases, if more persons than one are appointed to the office of Official Liquidator, the Court shall declare whether any act hereby required or authorized to be done by the Official Liquidator is to be done by all or any one or more of such persons. The Court may also determine whether any and what security is to be given by any Official Liquidator on his appointment. If no Official Liquidator is appointed, or during any vacancy in such appointment, all the property of the company shall be deemed to be in the custody of the Court.

Any Official Liquidator may resign, or be removed by the Court on due cause shown, and any vacancy in the office of an Official Liquidator appointed by the Court shall be filled up by the Court.

There shall be paid to the Official Liquidator such salary or remuneration, by way of percentage or otherwise, as the Court may direct; and if more Liquidators than one are appointed, such remuneration shall be distributed amongst them in such proportions as the Court directs.

The Official Liquidator or Liquidators shall be described by the style of the Official Liquidator or Official Liquidators of the particular company in respect of which he is or they are appointed, and not by his or their individual name or names; he or they shall take into his or their custody or under his or their control all the property, effects, and things in action to which the company is or appears to be entitled, and shall perform such duties in reference to the winding- up of the company as may be imposed by the Court.

The Official Liquidator shall have power, with the sanction of the Court, to do the following things:—

The Court may provide by any order that the Official Liquidator may exercise any of the above powers without the sanction or intervention of the Court, and, where an Official Liquidator is provisionally appointed, may limit and restrict his powers by the order appointing him.

The Official Liquidator may, with the sanction of the Court, appoint a solicitor to assist him in the performance of his duties.

As soon as may be after making an order for winding up the company, the Court shall settle a list of contributories, with power to rectify the register of members in all cases where such rectification is required in pursuance of this Act, and shall cause the assets of the company to be collected and applied in discharge of its liabilities.

In settling the list of contributories, the Court shall distinguish between persons who are contributories in their own rights and persons who are contributories as being representatives of or being liable to the debts of others. It shall not be necessary, where the personal representative of any deceased contributory is placed on the list, to add the heirs and devisees of such contributory; nevertheless such heirs or devisees may be added as and when the Court thinks fit.

The Court may at any time after making an order for winding up a company require any contributory for the time being settled on the list of contributories, trustee, receiver, banker, or agent or officer of the company to pay, deliver, convey, surrender, or transfer forthwith or within such time as the Court directs, to or into the hands of the Official Liquidator any sum or balance, books, papers, estate, or effects which happen to be in his hands for the time being, and to which the company is primâ facie entitled.

The Court may, at any time after making an order for winding up the company, make an order on any contributory for the time being settled on the list of contributories, directing payment to be made in manner in the said order mentioned of any moneys due from him or from the estate of the person whom he represents to the company, exclusive of any moneys which he or the estate of the person whom he represents may be liable to contribute by virtue of any call made or to be made by the Court in pursuance of this part of this Act; and it may in making such order, when the company is not limited, allow to such contributory, by way of set-off, any moneys due to him or the estate which he represents from the company on any independent dealing or contract with the company, but not any moneys due to him as a member of the company in respect of any dividend or profit:

Provided that when all the creditors of any company, whether limited or unlimited, are paid in full, any moneys due on any account whatever to any contributory from the company may be allowed to him by way of set-off against any subsequent call or calls.