Any company formed for mining purposes previously to the passing of this Act, and not already registered under “The Mining Companies Act, 1872,” or any Act amending the same, or which may hereafter be formed for such purposes, two-thirds of the shares in which in the latter case shall have been subscribed for, may become incorporated under the provisions of this Part of this Act by obtaining registration as hereinafter mentioned.

In order to obtain such registration, there must be lodged in the office of the Registrar of the Supremo Court for the Supreme Court District within which it is proposed to carry on operations a memorandum signed by some person as the manager of such company, and verified by a statutory declaration of the person so signing as manager, which shall contain the several matters and may be in the form contained in the First Schedule hereto.

If there be more than one Supreme Court office in such Supreme Court District, then such memorandum shall be lodged at such one of the said offices as the Governor shall from time to time appoint to be the Registrar’s office for such district for the purposes of this Part of this Act.

Within seven days after the day of such lodgment, a copy of the said memorandum and declaration shall be published by and at the cost of the company in one or more than one newspaper circulating in the district within which the company’s operations are being or to be carried on, and a like copy shall be forwarded to the office of the Gazette for publication therein, and which, on the proper payment being made therefor, shall accordingly be therein published.

As soon after such publication as the same can be done, copies of such newspapers and also of the said Gazette, and of any rules proposed to be made by such company, shall be forwarded to the office of the said Registrar, to be there retained and filed with the said memorandum.

Every Registrar shall keep a register book, to be entitled “The Mining Companies’ Register Book;” and on receipt by him of the said newspapers, Gazette, copies, and copy of rules (if any), he shall enter the date of such receipt, and shall write and sign at the foot of the copy of the memorandum so lodged the words “The above company was registered by me on the day of eighteen hundred and by the name of ‘The Company, Limited’;” and upon such writing being signed by the Registrar, the said company shall be deemed to be registered under this Part of this Act.

Upon such registration, the persons whose names shall be contained in the said memorandum, together with such other persons as may thereafter from time to time become members of the company, shall be a body corporate by the name contained in such memorandum, capable forthwith of exercising all the functions of an incorporated company, and having a perpetual succession and a common seal, with power to hold lands, including mining interests, under any Act relating to mining, but with such liability on the part of the members to contribute to the assets of the company as provided in this Act.

Every company registered under this Part of this Act shall add to the style and title under which the business of such company is carried on the word “Limited.” If, in any legal proceeding, the title of a company shall be wrongly stated, such proceeding may be amended by a right statement of the title, if there shall appear in such proceeding anything showing what is the right title, and if the Court or Judge thereof shall consider that no party to such proceeding would be prejudiced by such amendment.

A certificate in the form or to the effect in the Second Schedule to this Act purporting to be under the hand of the Registrar (who is hereby required to give such certificate to any person applying for the same on payment of five shillings), and which certificate shall describe the Gazette and newspapers and copy of the rules aforesaid (the Gazette and copy by their respective dates, and the newspapers by their respective names and dates), shall be conclusive evidence in all Courts that the company has been duly registered under the provisions of this Act, and of the time of its registration.

Every such company shall have an office which shall be accessible to the public, while the business of the company is being carried on, for not less than four hours on some days, not to be less than two in each week, to be fixed by the rules of the company.

Notice under the common seal, and signed by two or more of the directors of a company, of the situation of its registered office, and also immediately after any change of such office of such change shall be filed with and registered by the Registrar, who shall enter the same at the foot of the registry of the said company in the Mining Companies’ Register Book.

A copy of every such notice shall be published in the Gazette.

Until after such publication as to the original situation of the office, the company shall not be deemed to have complied with the provisions of this Act with respect to having a registered office; and until after such publication as to a change of the office, the office previously existing shall be deemed to be the office of the company.

Service of any notice or legal process shall be deemed to be good service on the company if enclosed in a registered letter addressed to the manager of such company at its registered office, or if left thereat with any person in charge of the same, or delivered to the manager or clerk personally.

If a company having ceased to carry on business shall have no registered office or manager, any such notice or process may be published in the Gazette, and such publication shall be deemed service upon the company.

Rules of Company.

The majority in number and value of the shareholders in any company may from time to time, both before and after incorporation, make and alter rules for the management and purposes of the company not inconsistent with this Act; but if any such rule shall be made or altered after incorporation, it shall be made or altered only at an extraordinary meeting of the shareholders.

A copy of every rule made or altered by a company shall, immediately after the making or altering thereof, be filed in the office of the Registrar.

In the making or altering of any such rules under this Act, a company may adopt as rules any of the articles contained in the Third Schedule hereto, or may so adopt any of the same modified as it shall think fit, but so as not to be inconsistent with the provisions of this Act.

A general meeting of every company under this Act shall be held twice at the least in every year at intervals of not less than six months.

An extraordinary meeting of a company shall be convened by inserting in a newspaper circulating in the locality wherein the registered office of the company shall be situated, in one number thereof in each of two consecutive weeks, a notice signed by the manager of the company that on some day to be named therein, not to be earlier than twenty-one days after the day of the first of the said insertions, and at the hour and place to be therein stated such meeting will be held.

Such notice shall specify the nature of the business to be transacted, otherwise such meetings shall not have power to transact any business; and every such notice so given shall be sufficient without any other notice whatsoever, any rule of law or of the company to the contrary notwithstanding.

The manager shall also post a written notice of such meeting outside the door of the registered office.

Where by the instrument or deed of association or the rules of a company it shall be or is provided that an extraordinary meeting of shareholders may or shall be convened by the directors or manager on being requested to do so by the holders of a specified number of shares in the company, if for five days after such request the directors or manager, as the case may be, shall refuse or neglect to convene such meeting, the shareholders requesting such meeting to be called, or the majority of them, may sign all such notices and do all such acts as shall under such instrument or rules be necessary for the purposes of convening an extraordinary meeting of shareholders of such company, and any such meeting so convened shall have the same power in every respect as if such meeting had been convened by such manager in the manner directed by any such instrument or rules.

In the absence of any rule to the contrary, every shareholder may vote at any meeting of the company by proxy given by a writing signed by such shareholder, but every such proxy shall be a proxy given for a special purpose.

If previously to the incorporation of a company the number of and the persons who are to be the directors thereof shall not have been determined, the company shall, at an extraordinary meeting, to be called as soon as may be after its incorporation, determine by a majority of shareholders there present, in person or by proxy, such number and persons, and shall also by such majority determine, so far as shall not be provided by rules theretofore made, or made at the said meeting, the mode of election of future directors, the qualifications, powers, term of office, and mode of retirement of directors, and the number of them who are to form a quorum, and may by such majority continue the then existing manager in his office, or appoint another in his stead.

The directors so determined upon shall have the custody and use of the common seal, and shall carry on and transact the business and affairs of the company, and shall, until their successors shall be appointed, continue to be such directors.

None of such directors shall be, or continue to be, directors of any company or companies working or holding ground abutting on or next to the company or companies which may be en gaged in litigation with the company of which they were first appointed directors.

No person shall be eligible for election as a director of a company, or shall be qualified to act as such,—

If he shall hold any office or place of profit under the company;

If he shall be in the pay or employment, for valuable consideration, of the company;

If he shall be concerned in or participate in the profits of any contract with the company;

If he shall be indebted to the company in any sum due in respect of any shares held by him.

But nothing herein contained shall be deemed to apply to such director’s remuneration as directors may be entitled to receive by resoution of the shareholders at any special or general meeting.

Not less than one week previously to the day for holding a general meeting of a company, the directors thereof shall lodge in the company’s office, for the inspection of the shareholders in and creditors of the company, a full and true report, and, as far as may be up to the day of the framing thereof, of the state and prospects and of the assets and liabilities of the company, together with any other matter which by any rules of the company they shall be bound to set forth in reports to be made by them.

The manager who shall have signed the memorandum for the registration of a company, as mentioned in section four, shall continue to be manager thereof after its incorporation, and until a new manager shall be regularly appointed, subject, however, to suspension or removal as hereinafter next mentioned.

The directors shall have power from time to time—

To suspend or remove any manager howsoever appointed; and

To appoint another person either temporarily or permanently in the place of any manager who may be suspended, or be ill or absent, or who shall die, resign, or be removed.

Any person appointed temporarily in the place of a manager shall and may perform all such acts as could lawfully be performed by the manager.

Any manager may resign his office by writing, under his hand, addressed to the directors, after having given them not less than thirty days’ written notice of his intention so to do.

The directors may similarly from time to time appoint, suspend, or remove any underground manager in case where such office is not held by the mining manager.

A notice similar to and sealed in like manner as that hereinbefore directed to be filed of the situation and of any change of the registered office, must be filed with the Registrar of the name and of any change of the manager; and such notice as to the manager shall be dealt with, and copies thereof published, in like manner as is directed in the case of notices as to the registered office.

It shall be the duty of the manager for the time being to file both such notices and publish such copies.

The manager of every company shall be present at the registered office of his company, by himself, or his agent, or clerk, on every day while the business of the company is being carried on, on the days and at the hours on and at which the registered office is to be accessible to the public as aforesaid.

Every contract made by the manager for the time being of a company for the purchase of goods, or the performance of work and the supply of the materials for the same, to an amount in the aggregate not exceeding fifty pounds, for the purposes of the company, shall be binding upon the company and upon the assets thereof, and such assets may be seized and sold in execution in any action against such company upon any such contract, but no such contract shall be binding upon the manager himself.

If a company shall cease to carry on business without being wound up, the manager shall not be entitled to recover more than three months’ salary from the date of the last meeting of the directors or shareholders, unless his services shall be retained for a longer period by some special agreement or by a resolution of the directors or of the company.

At the expiration of six months from the time at which a company shall have ceased to carry on business without being wound up, the manager shall deposit with the Registrar of the Supreme Court in the district where the company shall carry on operations the register of shareholders in and all other books and documents belonging to the company in his possession or under his control, and the said Registrar shall receive and give a receipt therefor.

But the Court or the Judge thereof may, if it shall appear reasonable to do so, extend the time for such further time as shall be thought fit.

The manager of a company shall keep true accounts of the affairs and transactions thereof.

The directors of a company shall cause half-yearly statements of such affairs and transactions to be made in every year not later than seven days before the day appointed for holding each half-yearly meeting of the company in such year, and a printed copy of such half-yearly statement shall be forthwith served upon the Registrar, accompanied by a statutory declaration verifying the same.

Books of account and such statement, verified by the statutory declaration of the manager, and also the reports of the directors as hereinbefore directed to be made, shall during office hours be open to the inspection of the shareholders in and creditors of the company. For the inspection of any such accounts or statement there shall be paid one shilling to the manager for the benefit of the company.

A copy of any such statement or of such accounts shall, within two days after service upon the manager of a notice in writing by any creditor of or shareholder in the company of which he shall be manager requesting the same, be furnished by him to the person so requesting, provided that at the time of the service of the notice the sum of ten shillings be paid to him for each of the said copies as shall be required. The accounts, a copy of which is to be furnished, may be limited at the manager’s discretion to three months, ending with the day of the service of the notice. Every copy furnished under this section must be certified by the manager as true, and be signed by him.

The Colonial Treasurer is hereby empowered to prescribe from time to time the form in which the books of account and half-yearly statement of every company shall be kept, and the directors shall keep such books and prepare such statement according to the form so prescribed.

No book or document belonging to a company shall be liable to be seized in execution for any debt, or, except as herein provided, to be taken under any judgment, decree, or order of any Court out of the control of such company.

The manager of every company shall, in every year, within the first fourteen days of the months of January and July respectively in such year, make out a true and faithful statement of the affairs of such company in the form of the Fourth Schedule hereto annexed, accompanied by a statutory declaration verifying the same, and shall publish the same in the Gazette, and in a newspaper circulating in the locality in which such company carries on business.

If default is made in compliance with the provisions of either sections twenty-nine or thirty-two respectively of this Act or both, every director and manager of the company who shall be guilty of such default, or shall knowingly and wilfully authorize or permit such default, shall be liable to a penalty not exceeding five pounds for every day during which such default continues.

And any such penalty may be recovered on the information of any person whether or not he be a shareholder of the company.

Contracts on behalf of any company may be made, varied, or discharged as follows, that is to say,—

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

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

Any copy of the Gazette described in such certificate as moutioned in section eight shall be primâ facie evidence that the persons named therein as shareholders in any company are such shareholders.

After a company shall be registered, all shares therein which from time to time shall remain unsubscribed for shall, until subscribed for, and all shares which may be transferred thereto as hereinafter provided for shall, until reissued, be the property of the company, and shall be registered in its name or in the name of a trustee appointed by it for the purpose, but no liability shall attach to the company or to any such trustee in respect of any such shares.

Shares held in trust for a company, as provided in the last-preceding section, shall, as regards the sale of such shares, be first offered to the shareholders, in the proportion to the number of shares previously held by such shareholders respectively, and thereafter to the public, as provided in section sixty-three with respect to new shares, and no shares so held in trust shall be disposed of by the directors by private sale.

Every person in whose name any share in a company shall be registered in the register of members hereinafter mentioned shall, while it shall be so registered, be liable to contribute to the assets of the company for the purposes thereof, and for its debts, liabilities, and obligations, and for adjusting the rights of the shareholders amongst themselves, to the amount from time to time remaining unpaid on such share, but not further or otherwise save in respect of any additional liability which may be incurred under section sixty-two hereof: Provided, however, that no contribution in the form of a call shall exceed the amount fixed for calls by the rules of the company.

The shares in a company shall be numbered in consecutive order, and the manager shall keep or cause to be kept, in a book appropriated to the purpose, a register of the shareholders in the company, and there shall be entered therein the particulars following:—

The names and addresses, and, if known, the occupations of the shareholders in the company;

The shares held by each shareholder, distinguishing each share by its number, and the amount paid or (if any) agreed to be considered as paid on the shares of each shareholder;

The date at which the name of any person was entered in the register as a member, and the date at which any person ceased to be a member.

Such register shall at all times be opened free of charge for the inspection of creditors or shareholders, and shall be primâ fade evidence of the truth of all matters therein contained which are by this Act required or authorized to be inserted therein.

On the application to the Court or the Judge thereof—

Of the company, or of any member of the company, or of any person claiming to be a member of the company; or

Of any person whose name appears on the register of shareholders; or

Of any person claiming to be interested as transferor or transferee of a share; or

Of any person being a creditor of the company—complaining that the name of any person is or remains improperly entered in or omitted from the register, the Court or Judge shall decide the question, and, if it shall be right so to do, direct that the register shall be rectified accordingly, and to that end may order the manager to enter any person as transferee of a share, and give to such person the proper scrip, and may make such other order and as to costs as shall be just.

The Court may, on any such application, decide on any question relating to the rectification of the register, irrespective of the manner how, or the parties between whom, the question shall arise.

All shares in any company registered under this Act, or under any of the Acts hereby repealed, shall be deemed and taken in law to be chattel interests, and shall be assignable and transferable, and may be seized and sold under any writ of execution or warrant accordingly.

No share in a company under this Part of this Act shall, unless the whole amount of such share be fully paid up, be transferred in any such company after the presenting of a petition for the winding-up thereof, unless such petitions shall have been dismissed or proceedings thereunder stayed altogether.

Save as hereinafter mentioned, no such share shall be deemed to be transferred unless and until the name of the transferee be entered as such transferee in the register of shareholders, livery transferor of a share shall, at the time of executing the same, attach to his signature the true date of signing such transfer, and such date shall be deemed to be the date of the transfer of the said share to the transferee.

Any transferee of a share in a company who shall, after the expiration of thirty days if the transfer is executed within this colony, of sixty days if executed in any of the Australasian Colonies except New Zealand, and ninety days if executed in any other place, from the execution of the transfer to him of such share, neglect to deposit the same with the manager of the company, for the purpose of having such transfer registered in the share register of the company, and any transferor of a share who shall fail to insert on the transfer the true date of executing the same by him, shall be liable to pay the sum of ten pounds to any person who shall sue for the same in a Court of competent jurisdiction.:

Blank forms of transfer of shares shall not be valid. In every form of transfer there shall be written in ink the name of the transferee, whether a person or a company.

Transfers may be made on a separate document, instead of being indorsed on a scrip certificate.

Notwithstanding any transfer whatever of any shares not fully paid up, the transferor thereof shall continue to be chargeable for six months after the transfer, but no longer, with any debt or liability incurred prior thereto; and, in so far as respects any such debt or liability, such transferor shall be deemed to be a contributory under this Act in cases where it may be necessary to determine who are contributories.

If any person, being a shareholder in any company, shall, with a view of evading the liabilities incident to his share, transfer the same upon some trust or understanding, under or according to which he is to be entitled at any future time to have retransferred to him or to resume the ownership of or to have any interest in such share, such person shall be disabled from enforcing in any Court any trust for him in such share.

The calls upon shares in every company shall be made in such time and manner as that they shall be payable on the second Wednesday in a month, and on that day only; such day not to be less than seven days from the day in which the call shall be made. A notice shall be printed on the face of each company’s scrip, stating that that day is the day on which calls are payable.

When a call shall have been made—

The manager shall cause a notice of the day when it will be payable, and of the place for payment thereof, to be published not less than twice in one or more newspapers circulating in the locality wherein the registered office of the company shall be situated; and shall also, immediately after the making of the call, send a similar notice by letter or postcard through the post office to each shareholder in the company;

No subsequent call shall be made until after the expiration of fourteen days from the day when the call so made shall be payable.

No calls upon shares in any company shall be made after the day named at the first hearing of a petition for the winding-up thereof, unless such petition is dismissed or proceedings thereunder stayed.

Subject to the provisions of the next following section, the amount of any call which for the time being may be unpaid upon any share in a company shall, on and from the day when the call shall be made, be deemed to be a debt due from the holder of such share to the company, but no proceedings for the recovery of any such call shall be commenced until after the day on which the said call shall be payable. After such day the said call shall, provided proceedings for the purpose be commenced within fourteen days from the day on which such call as aforesaid is payable, be recoverable in any Court of competent jurisdiction with interest thereon and costs of suit by the manager, describing himself in any proceeding therefor as manager of the company to whom the call shall be due.

In any such proceeding it shall be sufficient to state in the plaint or summons that the defendant, or, if the proceedings be against an executor or administrator of a deceased shareholder, that the shareholder was at the time of his death and his estate still is indebted to the company in the sum due for the call, setting forth the day upon which the call was payable and the sum claimed for interest thereon.

A resolution purporting to be a resolution of the directors of the company declaring a call to be payable on that day, appearing in the book in which such a resolution ought to be entered, or a copy of such resolution verified as being such by the statutory declaration of the manager, whose signature or handwriting thereto it shall not be necessary to prove, shall be primâ facie evidence that such call was duly made; and proof that the person taking such proceeding was at the commencement thereof acting as manager of the company shall be sufficient proof of his appointment as such.

If, pending any such proceedings, the manager shall by death, resignation, or otherwise cease to be such, the name of the succeeding manager shall, on such evidence as the Court before which the proceedings shall be pending shall think sufficient that he is the succeeding manager, be substituted in the proceedings for the name of the manager so ceasing, after which the character of the succeeding manager as such shall not be disputed, and the proceedings shall be carried on in his name.

Any share upon which a call payable thereon shall be unpaid at the expiration of twenty-one days after the day upon which it shall be payable, shall thereupon be absolutely forfeited, without any resolution of directors or other proceeding, provided that no proceeding for the recovery of the call shall have been commenced during fourteen days after the day on which such call shall have become payable.

If any such proceeding shall be taken, and the amount of any judgment or order obtained thereon against the shareholder shall not be paid within twenty-one days after such judgment or order shall be obtained, or cannot within that time be levied out of any property of the shareholder, the share shall at the end of the said twenty-one days be absolutely forfeited, without any such resolution or proceeding as aforesaid.

The manager of the company shall, not later than three days after any share or shares have become forfeited as aforesaid, send to the holder thereof notice of such forfeiture, and of the intended sale of such share or shares, in manner provided by section fifty-five.

Notwithstanding any forfeiture whatever of any share, the holder thereof at the time of its forfeiture shall continue and be chargeable for twelve months thereafter, but no longer, with any debt or liability incurred prior to such forfeiture; and, in so far as respects any such debt or liability, the holder shall be deemed to be a contributory under this Act in cases where it may be necessary to determine who are contributories.

But if an order to wind up a company shall have been granted before the expiration of the said twelve months, the holder at the time of forfeiture of any forfeited share therein shall continue to be liable as a contributory until the final distribution.

Every forfeited share, after fourteen days’ notice of intention to sell has been posted, by registered letter, addressed to the last known place of abode of the shareholder at the time of forfeiture, shall, not later than forty-two days after the time of forfeiture, but not earlier than twenty-eight days after notice of intention to sell has been posted as aforesaid, be offered for sale by the manager of the company, without reserve price whatsoever, by public auction advertised in one or more papers circulating in the locality wherein the registered office of the company shall be situated, not less than seven nor more than fourteen days before the day appointed for the sale.

If such share shall then be sold, the proceeds shall be applied in payment of the call or calls due thereon, and of the expense of such advertisement, and any other expenses necessarily incurred in respect of the forfeiture and auction sale, and, in case of any proceedings having been taken for the recovery of the call, of all costs and expenses incurred against the shareholder in respect of such proceedings, and the balance (if any) shall be paid to him upon his delivering to the company the scrip representing such forfeited share.

Should the share not realise the amount of the call or calls due, together with such costs and expenses as aforesaid, the balance shall be recoverable from the shareholder by the manager or official liquidator in his official capacity, at any time thereafter, as a debt due to the company, in any Court of competent jurisdiction, together with interest thereon calculated at the rate of six per centum per annum from the due date of the call or calls to date of payment of such balance.

Any manager of a company shall be liable to a penalty not exceeding ten pounds if he fail to send notice to any shareholder of the forfeiture of his share or shares as required by section fifty-three; and to a like penalty in respect of every forfeited share which such manager shall fail to offer for sale as required by this section.

Should there be no purchaser for the forfeited share offered for sale by public auction, as provided in the preceding section, such share shall be forthwith registered in the name of the company, and shall, until re-issued, be the property of the company; but no liability shall attach to the company in respect of any such shares, which shall be deemed shares held in trust for the company, and shall be subject to the provisions of section thirty-seven.

Nothing herein contained shall be deemed to relieve the holder of any forfeited share at the time of such forfeiture from the operation of section fifty-four.

Notwithstanding anything hereinbefore contained, any person, a share belonging to whom shall have been forfeited as aforesaid, shall be entitled, at any time up to or on the day previous to that upon which it is intended to sell the share, to redeem the said share, by payment to the manager of all calls due thereon, and of all expenses incurred by the company in respect of the forfeiture, and of all costs and expenses of any such proceeding as aforesaid which may have been taken; and upon such payment the manager shall re-enter the name of such person in the register of shareholders, and he shall thereupon be entitled to the share as if the forfeiture had not been incurred.

On the day previous to that on which a forfeited share is to be offered for sale, the company’s office shall be open during the hours for which it is by the rules of the company to be kept open on days when it is by such rules to be open.

Whenever shares equal to one-third in number or value of the total nominal capital of a company have become forfeited, and have been registered in the name of the company as hereinbefore provided, it shall be the duty of the directors within seven days thereafter, or, should they fail so to do, of the manager, forthwith to convene an extraordinary meeting of the shareholders of the company.

The notice convening such meeting shall specify the names of the shareholders who have forfeited their shares, and the number and nominal value of the shares so forfeited, and shall declare the business of the meeting to be to take into consideration the position of the company, and to provide for the disposal of the forfeited shares, subject to the provisions of section thirty-seven. In case the manager shall fail within three days after the aforesaid seven days to call such meeting, the same may be convened by any five or more shareholders who have not forfeited their shares in manner as provided in section fifteen.

No dividend shall be payable to the shareholders of any company except out of the profits arising from the business of such company.

If any director of a company shall wilfully pay or permit to be paid any dividend otherwise than out of such profits, he shall be liable to a penalty of not less than one hundred pounds nor exceeding five hundred pounds, and in default of payment thereof to imprisonment for a period of not less than three nor exceeding twelve months, and shall also be liable to the creditors of the company for the amount of the debts due by the company to them respectively, to the extent that the dividends so paid shall have exceeded the profits, and such amount may be recovered by the creditors, or the liquidator suing on behalf of the creditors.

If the whole shall be recovered from one director, he may recover contribution against any other director who shall have also made or permitted such payment.

Any company may, with the sanction given at an extraordinary meeting thereof of a majority consisting of not less than two-thirds in number and value of the shareholders in such company, in person or by proxy, from time to time increase its capital by the issue of new shares.

Notice of the resolution for the increase of capital, setting forth the mode and particulars of the increase, and headed with the name of the company, shall immediately after such meeting be inserted by the manager in the Gazette, and in one or more newspapers circulating in the neighbourhood of the registered office of the company.

It shall not be necessary that a final call has been made before the capital is increased.

Every such increase shall be of such amount as such majority shall direct, and be divided into shares of the same nominal value as in the case of the original issue.

Any such new shares shall not, for the space of fourteen days after the latest of the aforesaid publications, be open to the public, but only to the shareholders in the company.

Such new shares may be made preference shares, and may be issued upon such terms as such majority shall direct.

A similar notice of the resolution for the increase of capital, signed by the manager and by two at least of the directors of the company, and in the form or to the effect directed by the Fifth Schedule, verified by the statutory declaration of the manager in the form contained in the same Schedule, shall be lodged with the Registrar within fourteen days from the time at which such increase shall have been resolved on.

Such notice shall be filed by the Registrar with the memorandum originally lodged by the company, and shall, or a copy thereof purporting to be signed by the Registrar, be conclusive evidence that such increase was legally and properly resolved upon, and of the number, amount, and nature of the new shares.

Any capital raised by the increase of capital shall, subject to the provisions aforesaid, be considered as part of the original capital, and be subject to the same provisions, with reference to the payment of calls or otherwise, as if it had been part of such original capital.

Any company may, with the sanction of such majority given at such meeting as mentioned in section sixty-two, from time to time borrow money, not exceeding such sum as such majority shall direct, and may secure the repayment thereof, or of any sum previously borrowed or liability incurred by the directors of such company, and interest thereon, by a mortgage or bill of sale of the property of the company or any part thereof.

No such mortgage or bill of sale shall have any effect unless and until it shall have been registered or filed with the Registrar in like manner as bills of sale are now or may hereafter be required by law to be filed, and the provisions of “The Chattels Securities Act, 1880,” and any Act amending the same, are hereby declared to be applicable to bills of sale and mortgages under this Act.

All such mortgages and bills of sale affecting the same property shall have priority according to the respective times of registration and filing, and, so soon as the same shall be sealed with the company’s seal and registered, shall bind the company, whether any preliminaries hereby required shall have been observed or not.

The directors of any company shall not let the whole or any portion of a mine or claim on tribute without the sanction of the shareholders present at a general meeting called for that purpose.

A company may be wound up by the Court in any of the events following, that is to say,—

When at an extraordinary meeting of any such company a majority in number and value of the shareholders therein shall have passed a resolution requiring the company to be so wound up;

Where a company shall not have taken bonâ fide steps towards the commencement of its business within six months from the date of its incorporation, or shall suspend its business for the space of a whole year;

When the company is unable to pay its debts;

When a company has made a conveyance or assignment of its property to a trustee or trustees for the benefit of its creditors generally;

When a company has made a conveyance, gift, delivery, or transfer of its property, or of any part thereof, with intent to defeat or delay its creditors;

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

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

When a creditor by assignment or otherwise, to whom such company is indebted at law or in equity in a sum exceeding fifty pounds then due, shall have served on the company a demand under his hand, requiring the company to pay the sum so due, and the company shall have for the space of six 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;

When any execution or other process issued on a judgment decree or order in favour of any creditor, in any action, suit, or other legal proceeding instituted by such creditor against a company, shall be returned unsatisfied either in whole or in part;

When it shall be proved to the satisfaction of the Court that the company is unable to pay its debts.

Any application for the winding-up of a company shall be by petition addressed to the Court by the company, or by one or more than one shareholder therein or creditor thereof, or by any of such parties together, and such petition may be presented ex parte to the Court, or in any part of the colony to the Judge thereof: Provided that seven days previously to the presenting thereof a notice of the intention to present the same shall be served at the company’s office.

A petition for winding-up a company shall be entitled in the matter of this Act and of the company to which the petition shall relate, and shall set forth the character of the petitioner, whether company, shareholder, or creditor, and the event on the alleged occurrence of which the winding-up shall be sought.

In case the winding-up shall be sought on the ground mentioned in the subsection six of section sixty-eight, the petition shall set forth the reasons for which the petitioner submits that it is just and equitable that the company should be wound up, and the petition shall then pray that the company may be wound up, and shall be signed by the party presenting the same, and if presented by a company be sealed with its seal.

The petition shall, if presented by a company, be signed and verified by the affidavit of the manager or a director thereof; and, if presented by any other person, by his affidavit, or, if such other person be a creditor, by the affidavit of any person on bis behalf who can depose to the facts.

On the presentation of the petition, the Court or Judge may thereupon either grant or refuse the prayer thereof, or may order that it shall be heard before the Court on a day and at a place within its district to be named in the order.

If on such presentation a hearing of the petition at a future day shall be ordered, the Court or Judge so ordering shell direct such notice and upon such parties to be served of such hearing as it or he shall think right.

On the coming on of any such hearing or on any adjournment thereof, and on proof of such service of the said notice of hearing as the Court shall think sufficient, and on such further evidence (if any) as the Court may require and can be obtained in relation to the facts averred in the petition, the Court may make such order as it shall think right, either for a winding-up of the company or for dismissal of the petition, or may on sufficient cause therefor being shown adjourn its decision, conditionally or unconditionally, for any reasonable time, and may make such order as to costs as it shall think just.

Every winding-up order shall appoint a day and place for a general meeting of the creditors of the company, and shall be served on such parties and in such manner as the Court shall direct.

Any such order may be in the form in the Sixth Schedule hereto or to the like effect, and if made by a Judge shall be entitled as of the Court of which he shall be Judge, as in the form in the Schedule referred to.

Within ten days after any such order shall have been made the petitioner shall advertise the same in one or more than one newspaper circulating in the neighbourhood of the place where the registered office of the company shall be or have been situated.

When an order for winding-up shall be made, the winding-up shall be deemed to have commenced at the time of the presentation of the petition therefor.

On the making of any such order, a copy thereof certified and signed by the Registrar of the Supreme Court at the place where such order may have been made, shall be forwarded to the office of the Registrar of the Supreme Court at the place where the company shall be registered, where it shall be filed with the memorandum originally lodged by the company.

Immediately upon the making of such order, the property of the company ordered to be wound up shall vest in the Registrar, as the case may require.

No petition shall be presented by any creditor after the lapse of one year from the time when his debt shall have been due and payable, or if judgment shall have been obtained thereon, from the time when such judgment shall have been obtained.

At any time after the presentation of a petition for the winding-up of a company, the Court may, upon the application of the company, or of a creditor of, shareholder in, or contributory to it, restrain further proceedings in any action, suit, or proceeding against the company, upon such terms as the Court shall think fit; and after any such order shall have been made, no suit, action, or other proceeding shall be continued or commenced without the leave of the Court, and subject to such terms as the Court may impose.

The Court may at any time after the making of a winding-up order, upon the application of any such creditor, shareholder, or contributory, and upon being satisfied that the proceedings upon such order should be stayed, make an order staying the same, either altogether or for a limited time, on such terms as it shall think fit.

The creditors may at any of their meetings attend and vote in person or by proxy.

The creditors of the company shall, on the day and at the place appointed for their meeting, by resolution, appoint some fit person, whether a creditor or not, to be liquidator of the estate of the company, at such remuneration (if any) as they may from time to time determine, and shall by resolution determine whether any and what security is to be given, by the person so appointed, and to whom.

No such appointment shall be effectual without the sanction of the Court; but the Court may, upon the acceptance in writing of office by the person so appointed, and upon being satisfied that the requisite security (if any shall be required) has been given, make an order confirming his appointment.

A liquidator may resign his office, but only with the sanction of the Court and subject to such order as the Court may think it right to make, and on such resignation the Court shall make such orders as may be necessary for the preservation and administration of the estate of the company until a new liquidator shall be appointed. No such sanction of the Court shall prevent a liquidator so resigning from being liable to account as such to any subsequent liquidator.

The creditors may at any meeting, by resolution, remove the liquidator.

Where application is made to the Court for its sanction to the removal of a liquidator, the Court or a Judge thereof may require that security be given by the applicant for the due prosecution of his application, and for the payment of the liquidator’s expenses in case the application be unsuccessful; and in every case of such an application the Court or Judge may make such order as to it or him may seem fitting.

On the vacancy of the office of liquidator by any such removal, or by the resignation or death of a liquidator, the creditors may, subject to such sanction or order of confirmation and with such remuneration, and upon the giving of such security as aforesaid, appoint another person to fill the office so become vacant.

Any successor to a liquidator shall, during his continuance in office, have all the powers, perform all the duties, and be subject to all the responsibilities which his predecessor, if he had continued in office, would have had, should have performed, and would have been liable to.

Any such successor may after the confirmation of the order of his appointment, with the sanction of the Court, adopt any proceedings then pending which may have been taken by his predecessor in office, whether by suit, action, or otherwise, or may with such sanction repudiate any such proceeding.

The Court shall have power, on the application of the company or any creditor thereof or contributory thereto, to make an order that the remuneration of the liquidator shall be withheld in the whole or in part, if the Court shall think that, by reason of his conduct, such order would be proper.

Immediately upon the making of an order confirming the appointment of a liquidator, the property of the company ordered to be wound up shall be divested out of the Registrar and shall vest in such liquidator, and, on the making of an order confirming the appointment of any successor to him, shall so far as it shall then exist vest in such successor.

After the making of any such order, the Court shall direct that the manager of the company shall deliver to the liquidator, upon or before a day named in the order, the register of the shareholders in the company, and all books and documents and other property belonging or relating to the company in his possession or under his control, and shall make such order as against any other person in whose possession or under whose control such register or any such books or documents or other property may be.

Such manager or other person shall at the time of making such delivery lodge with the liquidator a list of such books, documents, and property, with a statutory declaration subscribed thereto, made by such manager or other person, stating that there are no books, or documents, or other property belonging or relating to the company in his control other than those mentioned in the said list.

No manager, director, solicitor, or other person shall have any lien for salary, costs, or otherwise upon any of such books, documents, or property after any such order shall have been made.

The liquidator may, with the sanction of the Court, employ any person to be his clerk, to assist him in the winding-up of any company.

Every liquidator, and any such clerk employed by him, shall be deemed to be an officer of the Court, and shall be amenable to it to the same extent as any officer of the Supreme Court is amenable to such Court.

The liquidator shall have an office situate in such locality as the Court, by the order confirming his appointment, shall direct as the most convenient place for the administration of the affairs of the company. He or his clerk shall attend daily at such office during the usual hours for business in such locality, and service during these hours at such office of any notice intended for the liquidator shall be good service upon him.

The liquidator shall keep in the said office proper books of account of the assets and liabilities of such company, and of his receipts on account thereof, and of their disposal.

Such hooks, and all other hooks belonging or relating to the company in his possession or under his control, shall, during such hours as aforesaid, be open every day during his acting in such winding-up to the inspection of the shareholders in, and creditors of, and contributories to, the company; and on request by any such shareholder, creditor, or contributory, and payment of ten shillings, he shall give to him a copy of the said accounts, as existing at the time of such request, signed and certified as true, by him the said liquidator.

The Court may, on the application to it of any such shareholder, creditor, or contributory, order that the liquidator shall submit to an examination on oath before the Court at any time which the Court shall appoint, by a barrister or solicitor on behalf of such shareholder, creditor, or contributory, touching the said accounts, and he shall then answer such questions as may be asked of him, subject to the control of the Court, and the Court shall on such examination make such order as it shall think the case requires, and also as to the costs of the examination as it shall think fit.

As soon as may be after the making of the order confirming the appointment of the liquidator, he shall take possession of the property of the company, and shall with all reasonable speed sell such part of the same as shall not be money, by public auction or private contract, together or in parcels as shall be most prudent.

The proceeds of such sale or sales, as also all other moneys received by him on account of the company, he shall pay into some bank to be fixed upon by the Court and stated in the order confirming his appointment, to the credit of an account to be entitled “In the matter of the Winding-up of the   Company.”

The liquidator—

Shall, as soon as may be after the making of such order, collect and, if necessary, sue for and recover by any of the modes by which the manager of the company might have done so, and which he is hereby empowered to do, all calls which previously to the commencement of the winding-up may have been made and shall be unpaid in respect of shares which shall not have been forfeited, as well as all debts due to the company under sections fifty-five and fifty-six, in respect of forfeited shares, whether or not such shares or any of them have been offered for sale as required by section fifty-five and

May at any time, whilst holding such office in respect to a company, sue for and recover all calls which have been made previously to the commencement of the winding-up of the company and shall be unpaid, in respect of any shares whatever of such company.

Any moneys received or recovered by him in respect of any such calls shall be paid into the bank and to the account aforesaid.

Section fifty-two shall apply to any proceeding by the liquidator under this present section, the word “liquidator” being for the purpose of such application substituted for the word “manager.”

After the making of any such order, the Court may direct that any hank, hanker, or other person having in its or his hands any money to which the company is primâ facie entitled shall show cause, within such time as the Court shall direct, why such bank, banker, or other person should not forthwith, or within such time as the Court shall direct, pay the same into the bank so fixed upon by the Court as aforesaid to the said account.

The Court shall, by its order confirming the appointment of the liquidator, fix upon a day upon which the creditors of the company are to come in and prove their debts before the Court, such day to be fixed so as to afford time for the notice thereof hereby required.

The liquidator shall insert in one or more than one newspaper circulating in the locality wherein the company’s registered office is or was situated, in two consecutive numbers of such newspaper, or if more than one, of each of them, a notice of such day, the last of which insertions must be not less than twenty-one days previous thereto, and requiring the creditors to come in and prove their debts on the said day before the said Court, and stating, as is hereby enacted, that any creditor not so coming in shall be excluded from the benefit of any distribution made before the debt of any such creditor shall be proved.

Proof of a debt by affidavit shall be sufficient, unless the company, or any creditor of, shareholder in, or contributory to it, shall require further proof of such debt.

Any affidavit in proof of debt may be sworn before a solicitor of the Supreme Court or a Justice of the Peace.

Any creditor, shareholder, or contributory may at any time, by notice to any person claiming to be a creditor of the company, require such person, whether he shall have previously given any proof of the debt claimed by him or not, to appear before the Court on a day not to be less than seven days from the time of the service of the said notice, and prove in the ordinary course of law the debt so claimed by him.

In default of his so appearing, or of proving to the satisfaction of the Court the debt so claimed or any part thereof, such debt or such part thereof as shall not be so proved shall not be inserted in the statement next hereinafter mentioned, or if inserted therein shall be struck out by the Court.

If the assets of the company ordered to be wound up shall not be sufficient for payment of its debts and liabilities, and of the costs, charges, and expenses of the winding-up, and of such sums as may be required for the adjustment amongst themselves of the rights of the contributories herein described, the following persons shall be liable to contribute to such assets, such persons being called contributories to the company:—

The persons who at the time of the commencement of the winding-up shall be registered in the register of shareholders as holding shares in the company, and the amount of whose shares shall not have been fully paid up.

The real and personal representatives in a clue course of administration of any shareholder who if living would have been a contributor.

The assignee, or trustee in insolvency or bankruptcy, or committee in lunacy of any such shareholder, in the representative capacity of such assignee, trustee, or committee.

Any married woman in whose name any share in the company shall be registered in the company’s books.

Any person who may be chargeable with any liability incurred prior to transfer or forfeiture for or in respect of a share either transferred or forfeited in any manner.

But no contribution shall be required from any contributory exceeding the amount unpaid on the share in respect of which the contribution shall be required; and no transferor shall be liable to contribute to the assets of the company unless the Court is satisfied that the liquidator has used all reasonable means to compel the contributions required from the shareholders.

After the realization of the company’s property, including the recovery of such calls as the liquidator shall be able to recover, he shall prepare a statement which shall show the assets of the company, distinguishing the sum or sums produced by the sale or sales of the company’s property, and also all other moneys received or recovered by him or paid in on account of the company, and also showing from and by whom and on what account received or paid in, and also setting forth a list of the debts proved, and, as far as shall then be known, of the sums which may be required for the adjustment of the rights of the contributories amongst themselves.

In case such assets shall not be sufficient to liquidate the debts of the company and for payment of such sums as aforesaid, he shall further state what contribution per share, so far as the liability thereon will permit, will for those purposes be required from the contributories, and shall also in that case set forth a list of the contributories of the said company, with, annexed to the name of each contributory, the number of shares held by him and the sum to be paid in respect of such shares.

The contribution to be made shall be such a sum upon each share (not exceeding the amount unpaid thereon) as, if paid on every share, would be sufficient with the assets of the company to liquidate its debts.

The liquidator shall lodge such statement in his office, and immediately after the preparation thereof shall insert in one or more than one newspaper circulating in the locality wherein the company’s office was situated, in two consecutive numbers of such newspaper, or, if more than one, of each of them, a notice that such statement has been so lodged, and, in case such contributions as aforesaid shall be required, that a list of contributories is comprised in the said statement, and that on a day to be named in the said notice, not to be less than twenty-one days from the last insertion thereof, the said list of contributories will be settled by the Court; and that, on that day or any day to which such settling shall be adjourned, any objections to the said list by any contributory or creditor will be heard and adjudicated upon by the Court.

Upon the day fixed for settling the list of contributories, or upon such other day to which such settling or the continuation thereof may be adjourned, and at which settling the liquidator shall be present, the Court shall, after hearing any objections and answers to the list which may be urged by the company or any contributory or creditor, or by the liquidator, and on being satisfied that the contributions mentioned in such list will be necessary for the purposes aforesaid, settle such list amending or altering the same if proper to do so, and with power on such settling to rectify the register of shareholders in all cases where such rectification is required for the purposes of justice.

After such list shall be settled, the Court shall make an order that the persons whose names shall be then thereon as contributories shall respectively pay the respective amounts which shall then be annexed to their names respectively, and such order shall be filed by the Registrar.

Immediately after the making of the said order, the liquidator shall send by post, in a prepaid registered letter, to each contributory, a notice of the sum to be paid by him, setting forth the respective numbers of the shares in respect of which contributions are due, and the respective amounts of such contributions, and requiring such sum to be paid to him the said liquidator within twenty-one days after the delivery or posting of the said notice.

Such notice shall be deemed to have been served at the time when the registered letter containing the same would be delivered in the ordinary course of the post, and in proving such service it shall be sufficient to prove that the registered letter containing the notice was properly addressed and put into the post office.

Within twenty-one days after the service of such notice as in the last-preceding section mentioned, any person named as a contributory on the said list may, on written notice to the liquidator, apply to the Court or the Judge thereof that his name be removed from the said list, or that he be rated at a sum less than that which, by the said list, he is charged with; and the Court or Judge shall thereupon make such order as shall be right; and in the latter case, if so ordered, the order for payment of contributions shall apply to such lesser sum.

Upon receipt of such written notice from the contributory as aforesaid, the liquidator shall stay all further proceedings for enforcing the order for payment of the contribution against the contributory until such application as aforesaid shall have been dealt with by the Court or Judge thereof, or shall have been abandoned.

Such application shall be deemed to have been abandoned if the same shall not have been made at the first sitting of the Court at which the same could have been heard.

The order for payment of contributions shall, as against each contributory, his executor, administrator, Trustee in Bankruptcy, or other legal representative whatsoever, have the same force and effect in all respects whatsoever as a judgment or order of the Court, and may, provided no notice of intention to apply to rescind or vary such order be sooner received from the contributory, after the lapse of thirty days from the date when the notice prescribed in section one hundred and four shall be deemed to have been served, be enforced by the liquidator in his official capacity against all parties liable in the same manner and by the same process as any judgment or order of the Court may be enforced.

In case the full amount of the said contributions cannot be obtained, and the contributions ordered shall not have been to the full extent of the amount unpaid on the shares of the contributories, the liquidator shall prepare and lodge as aforesaid a further statement, setting forth the amount of the debts of the company still remaining unpaid, the amount necessary for their payment and for the payment of the other sums aforesaid, the names of the persons who are to contribute to that amount, and the sum to be contributed by each.

The same course as to advertising and settling the list of contributories in the last-mentioned statement shall be pursued as herein is directed in regard to the list in the first-mentioned statement, and a corresponding order shall be made thereon with the like force and effect, and enforceable and recoverable in like manner, and a corresponding notice thereof given, and the person required to contribute may apply for a like order for removal of his name from such second list.

Before settling any such second list of contributories, the Court shall determine whether and to what extent the sums therein charged are necessary, having regard to the possibility or otherwise of recovering from any of the contributories in the first list the contribution or contributions theretofore charged against him or them or any part thereof; and the Court shall allow the names on such second list to stand for such sums only as shall be necessary, having regard to such possibility or otherwise, but may afterwards amend such list by increasing the sums so allowed in case the inability to recover any contributions shall make the same necessary and shall be shown to its satisfaction.

In determining upon such possibility or otherwise, the Court, in any case where the liquidator shall state that he has not taken legal steps to enforce against any contributory the contribution ordered against him, on the ground that such steps would be fruitless, may, on such evidence being given as it shall think sufficient of the truth of such statement, accept the same as proof of the impossibility of recovering such contribution, and act accordingly.

The liquidator may prove, in the matter of the insolvency or bankruptcy of any contributory, any contribution ordered to be paid or other debt due by such contributory to the company, and receive dividends in respect thereof, and, if necessary, in order to obtain payment out of the estate of any deceased contributory of any contribution ordered to be paid by him, or other debt due by his estate to the company, take out letters of administration to such contributory, and bring any action or suit, or take any other legal proceeding and do any other act, that may be necessary for the purpose of recovering such contribution or debt, or for obtaining payment of any moneys due to, or recovering the estate and effects of the company from a contributory or his estate, or from any other person or his estate, and which cannot be conveniently done in the name of the company.

In all the cases mentioned in this section the moneys claimed by the liquidator shall, for the purpose of enabling him to take such proceedings and recover such moneys, be deemed to be due to himself, and he may also, with the sanction of the Court, defend any action, suit, or other legal proceeding.

The Court may, on the application of the company, or of any contributory thereto or creditor thereof, control the action of the liquidator in any of the matters in the next preceding section authorized, and on such application make such order in respect of such matters as it shall think fit.

In any action, suit, or other proceeding brought or taken by or against a liquidator, he shall be described by his proper name, followed by the words, “Liquidator of the Company,” inserting the name of the company in full.

Pending the complete realization of the property of a company, the Court or a Judge thereof may, in such cases, at such times, and upon such terms as to it or him may seem proper, authorize the liquidator of a company’s affairs to disburse moneys for reasonable expenses incurred in or about the winding-up proceedings, or for the payment of any a cl interim dividend or dividends to the parties entitled thereto.

After the property of the company shall be realized and the contributions required and obtainable be paid, the liquidator shall, with the approval of the Court, prepare a schedule showing the realized amount of the assets, including the contributions and the liabilities of the company, the amount of moneys available for the claims in the matter, of the winding-up and the proposed plan of distribution thereof.

Such schedule, as regards the said distribution, shall be as follows:—

In the distribution of the assets of any company under subsection five of section one hundred and thirteen of this Act there shall be paid in priority to other debts, excepting only all costs, charges, allowances, and expenses properly incurred by or payable by the liquidator in the execution of his office under this Act,—

All wages or salary of any clerk or servant in respect of service rendered to the company during the four months immediately preceding the commencement of the winding-up not exceeding fifty pounds;

All wages of any artizan, labourer, or workman, whether skilled or unskilled, in respect of service rendered to the company during the three months immediately preceding the commencement of the winding-up, and not exceeding three months’ wages at current rates;

All moneys earned by any artizan, labourer, or workman, whether skilled or unskilled, in respect of piece-work carried on for the company during the three months immediately preceding the commencement of the winding-up, and not exceeding the amount earned by him at such piece-work during the three months preceding the commencement of such winding-up:

Provided that any clerk, servant, artizan, labourer, workman, or piece-worker as aforesaid may prove for any sum exceeding the above amounts:

Provided always that between themselves such debts shall rank equally and shall be paid in full, unless the assets of the company are insufficient to meet them, in which case they shall abate in equal proportions between themselves:

Provided lastly that for the purposes of this section the winding up of any company shall be deemed to commence from the date of filing the winding-up petition in the office of any Court of competent jurisdiction.

Upon the completion of the schedule, the liquidator shall publish in the Gazette, and also in some one or more newspapers having circulation in the locality wherein the company shall have carried on operations, a notice stating that the schedule is open in his office for inspection by the contributors to and creditors of the company, and that the claims mentioned in the schedule will, after the lapse of twenty-one days from the publication of the notice, be paid at the said office.

The Court shall adjust the rights of the contributors amongst themselves, and distribute any surplus that may remain amongst the parties entitled thereto.

When the winding-up of a company shall be completed, the Court shall make an order that the company shall be dissolved from the day of the date of such order, and the company shall be dissolved accordingly, and by such order the Court shall direct the manner in which the hooks and documents of the company are to be disposed of.

When the Supreme Court makes an order for winding-up a company, it may, if it think fit, direct all subsequent proceedings to be had in a District Court held under “The District Courts Act, 1858,” or any Act amending the same; and thereupon such district Court shall for the purpose of winding-up the company be deemed to be “the Court” within the meaning of this Act, and shall have, for the purposes of such winding-up, all the jurisdiction and powers of the Supreme Court.

If, during the progress of a winding-up, it is made to appear to the Supreme Court that the same could be more conveniently prosecuted in any other District Court, it shall be competent for the Supreme Court to transfer the same to such other District Court, and thereupon the winding-up shall proceed in such other District Court.

If any party in a winding-up be dissatisfied with the determination or direction of a Judge of a District Court on any matter in such winding-up, such party may appeal from the same to the Supreme Court: Provided that such party shall, within three weeks after such determination or direction, give notice of such appeal to the other party or his solicitor, and also deposit with the Clerk of the District Court the sum of ten pounds as security for the costs of the appeal. And the said Supreme Court may make such final or other decree or order as it thinks fit, and may also make such order with respect to the costs of the said appeal as such Court may think proper, and such orders shall be final.

When at an extraordinary meeting of a company which shall not then be in debt, two-thirds in number and value of the shareholders therein shall have passed a resolution requiring the company to be voluntarily wound up, the said company may be wound up without resort to the Court; and such majority shall thereupon, by resolution, determine the course to be pursued by the directors for the purpose, and the mode of disposal of any surplus of the company’s property which may remain after the completion of the winding-up; and on such a winding-up being completed, such company shall become dissolved, and the hooks and documents thereof be disposed of as such majority shall direct.

A company may be formed under this Act on a system to be called the “Prepayment System.”

In such a company no part of its expenditure incurred at or previous to the time of making a call shall be paid out of the call, but some time before the commencement of each month the company shall make an estimate of the sum which will probably ho required for its working expenses during such month, and which cannot be paid otherwise than by means of a call, and shall make a call of so much per share, not exceeding the amount unpaid thereon, and not exceeding the amount of a call as fixed by the company’s rules or deed of association, as shall be necessary for the payment of that sum, or so much thereof as the calls available will be sufficient to meet.

Notice of the call shall be published in one or more papers circulated in the locality wherein the registered office of the company shall be situated, and shall require payment thereof at the company’s registered office on the day on which calls are by the First Part of this Act to be due which shall occur next before the commencement of the said month, and the call shall from that day be a debt due by the shareholder to the company.

Any director of such company who shall incur or authorize any expenditure in the business of the company beyond what the sum realized by means of such call shall be sufficient to meet, unless such extra expenditure shall be made out of money borrowed with the sanction of an extraordinary meeting of the company, or out of profits, shall be personally liable for such expenditure, and neither the company nor its property shall be liable therefor.

Subject as aforesaid, and also to the following qualifications, Parts I. and II. of this Act shall, so far as they are capable of doing so, apply to prepayment companies:—

In the memorandum to be lodged with the Registrar for the purpose of obtaining registration, the expression “with Prepayment” after the word “Limited” shall be used, and there shall be added in the entry by the said Registrar in the Mining Register Book, as required by section five, and in all other cases, to the name of every such company, the words “Limited, with Prepayment.”

As regards such companies the following section is hereby substituted in the place of section twenty-five of this Act:—

The manager for the time being of a prepayment company may make contracts on behalf of the company for the purchase of goods, or the performance of work and the supply of the materials for the same, to an amount in the aggregate not exceeding the sum which, at the time of making of any such contract, shall be standing to the credit of the company in respect of calls paid in.

Every such contract shall be binding on the company and on the assets thereof, which assets may be seized and sold in execution in any action against such company upon any such contract, but no such contract shall be binding upon the manager himself.

Companies may be incorporated under this Act for mining purposes on a system, to be called the “No-liability System.”

Every company so incorporated shall add to its name the words “No liability.”

The acceptance of a share in any such company, whether by original allotment or by transfer, shall not be deemed a contract on the part of the person accepting the same to pay any calls in respect thereof, or any contribution to the debts and liabilities of the company, and such person shall not be liable to be sued for any such calls or contributions, but he shall not be entitled to a dividend upon any share upon which a call shall be due and unpaid.

Subject as aforesaid, and also to the qualifications following, Part I. of this Act shall, so far as it is capable of doing so, apply to no-liability companies:—

It shall be necessary that five per centum of the subscribed capital shall be paid up prior to registration, and a statutory declaration made by the manager, verifying such payment, shall be filed with the Registrar.

The memorandum to be lodged with the Registrar for the purpose of obtaining registration of any such company shall be in the form and contain the statements in the Seventh Schedule hereto.

In the entry to be made by the Registrar in the Mining Companies Register Book, as required by section five, the words “No-liability” are to be added to the name of the company instead of the word “Limited,” and generally, instead of that word, the words “No-liability” are to be added as part of the company’s name.

The following sections shall not apply to such companies:—

Sections thirty-eight, forty-four so far as it requires that on the transfer of a share the amount thereof shall be paid up, fifty-two to fifty-six, both inclusive, sixty-one, and sixty-five so far as it relates to the payment of calls.

As regards such companies the following section is hereby substituted in the place of sections fifty-three to fifty-six, both inclusive:—

Any share upon which a call shall at the expiration of fourteen days after the day for its payment be unpaid, shall thereupon be absolutely forfeited, without any resolution of directors or other proceeding.

The share, when forfeited, shall be sold by public auction, advertised in one or more newspapers circulating in the locality wherein the company shall carry on operations, not less than ten nor more than twenty-one days before the day appointed for the sale; and the proceeds shall be applied in payment of the call unpaid thereon and of the expense of the advertisement, and of any other expenses necessarily incurred in respect of the forfeiture.

The balance (if any) shall be paid to the shareholder, on his delivering to the company the scrip representing the forfeited share.

No provision in the said Part relating to the liability of members of a company shall apply to no-liability companies.

Part II. of this Act, with the exception of all the provisions therein relating to calls or contributions, shall apply to the winding-up of no-liability companies.

If after all the liabilities of a no-liability company shall be discharged there shall remain any surplus of its property, the same shall be distributed amongst the parties entitled thereto, and after the complete distribution of the assets of the company the Court shall make an order that the company shall be dissolved from the day of the date of such order, and the company shall be dissolved accordingly, and the Court shall by such order direct the manner in which the hooks and documents of the company are to be disposed of.

No company shall be registered under a name identical with that by which any subsisting company is already registered, or so nearly resembling the same as to be calculated to mislead.

If any company through inadvertence or otherwise is 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 mislead, such first-mentioned company shall, at the request of the Registrar with whom the memorandum of application has been deposited, or his successor in office, change its name, and upon such change being made the said Registrar shall give notice, at the expense of the company, of the change so made, by inserting a notice thereof in the Gazette or in one newspaper published in or near the locality wherein such company carries on business.

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 under its new name that might have been continued or commenced against the company by its former name.

If any company shall be required to change its name as aforesaid, and shall make default for ten days to do so after being so required, such company shall incur a penalty not exceeding five pounds for every day during which such default continues after the expiration of the said ten days.

If any company shall carry on business without having a registered office as required by this Act, it shall be liable to a penalty not exceeding five pounds for every day during which business shall be so carried on.

Any manager of a company shall in each of the following cases be guilty of a misdemeanour, and on conviction thereof be liable to be imprisoned for any time not exceeding twelve months:—

If he shall wilfully neglect to make in the share-register of the company any transfer of any share which it is his duty to make, or if he wilfully make any false entry of such transfer in such register.

If lie shall wilfully make any false entry or statement in any accounts which he is hereby directed to keep.

If he shall knowingly insert any false matter whatsoever in any statement of the affairs of a company which he is required to publish.

If, after having been lawfully directed so to do, he shall wilfully neglect or refuse to lodge with the liquidator the register of the shareholders in a company ordered to be wound up, and all other hooks, documents, and other property of such company in his possession or under his control, together with the list thereof, subscribed with the statutory declaration hereinbefore in that behalf mentioned.

If at the expiration of six months from the time at which a company shall have ceased to carry on business without being wound up, or of such extended time therefor as shall be allowed by the Court or Judge, he shall not deposit with the Registrar the said register and all other books and documents belonging to the company in his possession or under his control.

Any such manager shall in each of the following cases be liable to a penalty not exceeding ten pounds:—

If he shall wilfully neglect to lodge the notices in respect of the registered office of the company of which he is manager or in respect of the manager, or to publish copies thereof, or advertisements in the Gazette and newspapers, as hereinbefore directed.

If he shall wilfully omit to keep such accounts as he is hereinbefore required to keep.

If he shall wilfully refuse to permit any person to inspect, or obstruct any person in inspecting, any book or account of a company or report of directors thereof which such person is entitled to inspect, or shall, on the tender to him of one shilling, wilfully refuse to permit any such person to inspect, or obstruct him in inspecting, any statement to the inspection of which such person shall on the payment of the said sum be entitled under the provisions hereof.

If, upon such request and payment as hereinbefore in that behalf directed, he shall wilfully refuse or neglect to furnish any copy of accounts or of any statement which on such request and payment he is hereby required to furnish.

Any director of a company who shall wilfully omit duly to lodge in the company’s office any report which he is hereby required so to lodge, or to cause to be made any statement which he is hereby required to cause to be made, having at his disposal funds of the company sufficient to enable him to cause the same to be printed, or who shall wilfully make any false statement in any such report or statement, shall for every such offence in any case where no other penalty is hereinbefore provided be liable to a penalty not exceeding fifty pounds.

Any director who shall wilfully refuse to permit any person to inspect, or obstruct any person in inspecting, any book or account of a company, or any report or statement of the directors thereof, which such person is entitled to inspect, shall be liable to a penalty not exceeding ten pounds.

Any liquidator of a company shall in each of the following cases be guilty of a misdemeanour, and on conviction thereof shall be liable to be imprisoned for any time not exceeding twelve months:—

If he shall wilfully make any false statement in any statement, list, or schedule which he is hereby directed to prepare, set forth, or make.

If he shall state to the Court that the taking of legal proceedings to enforce a contribution against a contributory would be fruitless, not having reasonable grounds for believing the same.

Any liquidator who shall wilfully omit to perform any duty in other respects hereby imposed upon him shall be liable to a penalty not exceeding twenty pounds.

If any person wilfully falsify any book or account of any company under this Act, or sign any memorial or notice required by this Act knowing the same to be untrue, he shall be guilty of a misdemeanour, and liable to be imprisoned for a term not exceeding twelve months.

Any person who shall forge or alter, or offer, utter, dispose of, or put off knowing the same to be forged or altered, any scrip certificate, or any document purporting to be a scrip certificate, issued in pursuance of this Act, or who shall demand or endeavour 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 scrip, certificate, 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 to be imprisoned for any term not exceeding two years, with or without hard labour, and with or without solitary confinement.

Any person who shall falsely and deceitfully personate any owner of any share or interest in any company issued in pursuance of this Act, and thereby obtain or endeavour to obtain any such share or interest, or receive or endeavour to receive any money due to any such owner, as if such person were the true and lawful owner, shall be guilty of felony, and being convicted thereof shall be liable to be imprisoned for any term not exceeding two years, with or without hard labour, and with or without solitary confinement.

It shall be the duty of the Court, in case at any time it considers it has reason to believe that any of the offences mentioned in this Part of this Act has been committed, to direct that a prosecution therefor shall be instituted by any Crown Solicitor, Crown Prosecutor, or other proper officer.

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 by “The Justices of the Peace Act, 1882.”

Any party to any legal proceeding under this Act may obtain, at the office of the proper officer of the Court, summonses to witnesses, to be served with or without a clause requiring the production of books, deed, papers, and writings in their possession or under their control.

Any party to any such proceeding may act therein by a barrister or by a solicitor not employed as advocate by any other solicitor, and the fees to be paid to such barristers and solicitors shall be fixed by the general rules to be made as hereinafter mentioned, and shall be deemed part of the costs of the proceedings, unless the Court or the Judge thereof shall otherwise order.

Except where otherwise herein or in any Schedule hereto provided, notices required to be served on individuals under this Act may be served personally or at the dwelling of the person to be served upon any inmate of years of discretion, or at the place of business of such person upon his servant or agent then employed.

An affidavit of the service by the person effecting the same must be indorsed upon or written under a copy of the notice served, describing how the same has been served, and such affidavit shall be prima facie evidence that such notice was duly served.

In any case where no general rule is provided under this Act, the Court or a Judge thereof, until such rule is provided, may make such order as shall seem fitting in respect of the payment to any party of any fees, costs, or other expenses incident to any proceedings under this Act, all which orders shall be enforced in manner as is hereinafter provided with respect to any other orders of the said Court or Judge.

The Governor by Order in Council may appoint any District Court to exercise the jurisdiction of the Supreme Court under this Act, except so much thereof as relates to the registration and incorporation of companies, and thereupon such District Court, in respect of so much of the jurisdiction of the Supreme Court as may hereby be conferred upon it,—

Shall be deemed to be “the Court” within the meaning of this Act, and shall have all the jurisdiction and powers of the Supreme Court; and this Act shall be read and construed mutatis mutandis; the Judge of the District Court being read for the Judge of the Supreme Court, and the Clerk of the District Court for the Registrar of the Supreme Court;

Shall have the same power of summoning and compelling the attendance of witnesses and the production of documents, and of punishing persons duly summoned for non-attendance, or for refusing to give evidence or produce documents, and the same means of enforcing its rules or orders, and for punishing for contempt, as is or may be possessed by the Supreme Court or any Judge thereof.

If a Judge of a District Court shall, on the presentation of a petition for winding-up a company, make an order for winding-up, he shall, as part of the order, direct at what place of the sittings of his Court the winding-up proceedings are to be carried on, and shall direct such notice of such proceedings to be served, and upon such parties as he shall think fit.

If any party is dissatisfied with the decision of a District Court or a Judge thereof, in any matter determined by it or him under this Act—

Upon any matter of fact such party may require such matter of fact to be tried by a jury in like manner in all respects as civil cases may be tried by a jury in District Courts.

The rules and practice for the time being of the District Court for the trial of civil cases shall, as far as the same are applicable, regulate the trial of such issues of fact; but the Court or Judge thereof may make any order, or give any directions as to the trial of such issues, as it or he may think fit;

On any point of law such party shall have the same right of appeal to the Supreme Court therefrom as they would have from any decision of such Court or Judge exercising jurisdiction under “The District Courts Act, 1858.”

The procedure applicable in cases of appeals from a District Court in its ordinary jurisdiction to a Supreme Court shall apply as far as may be to appeals from District Courts under this Act:

Provided that the party dissatisfied with any decision as aforesaid, and requiring a trial by jury on any matter of fact, or an appeal to the Supreme Court on a point of law, shall, within ten days from the giving of such decision, serve upon the other party to the matter or proceeding a notice in writing stating specifically the question or questions of fact which he wishes to have tried by a jury, or stating his intention to appeal, and the grounds of appeal, as the case may be; and shall give a like notice to all other persons interested in supporting the decision objected to or appealed against by publishing the same in some newspaper circulating in the district or place where such decision was given; and shall also, within such ten days, deposit with the Clerk of the District Court for such district the sum of twenty pounds to abide the costs of such trial or appeal, which sum shall, in case of appeal, be forfeited unless the applicant shall duly prosecute his appeal with effect.

The Governor in Council may from time to time, but subject to this Act, frame general rules for carrying out the provisions hereof, and from time to time rescind or alter any such rule.

Such rules shall be published in the Gazette, and from and after the time thereby fixed for the commencement of their operation shall have the same force as if herein enacted.

Nothing in this Act contained shall be construed to alter or affect any of the provisions of the several agreements entered into between the Governor, or any other person acting on behalf of the Governor, whereby gold-mining has been authorized on any Native land, or to prejudicially affect the rights and interests of the Native owners under any such agreements.

Every company incorporated and registered under “The Mining Companies Act, 1872,” or under any other Act hereby repealed, and every company deemed to be incorporated and registered under any such Act, and every company whereof the incorporation and registration has been validated under any such Act, shall, from and after the time of the commencement of this Act, be deemed to be incorporated and registered under this Act, all the provisions of which shall apply to every such company.

All acts and rules heretofore done and made by, and all deeds and articles of association of any such last-mentioned company, and all actions and other proceedings pending at the time of the commencement of this Act under any Act hereby repealed, shall continue in force and effect and be carried on and continued under this Act.

All documents which were by any such Act made evidence of any matters or things shall continue to be such evidence as thereby ordained.

All rights as to increasing capital, borrowing money, and otherwise, and all liabilities of any such company, shall continue in force for and against it notwithstanding its constructive incorporation under this Act.

If at the time of the commencement of this Act any such last-mentioned company shall be in course of being wound up, the Court before which the winding-up shall be pending may continue all proceedings in such winding-up to their completion under the Act where under they were initiated notwithstanding the repeal of such Act by this Act, or may, if it shall think that no prejudice would be thereby done to any person, order that such winding-up shall be continued under Part II. of this Act. Thereupon such winding-up shall, so far as will be possible, be so continued.

In all cases where at any time prior to the commencement of this Act proceedings have been taken in relation to any company as last aforesaid, under any Act hereby repealed, and in any Court having jurisdiction under such Act, and when such proceedings have been stopped by reason of such Court ceasing to possess the necessary jurisdiction, the said proceedings may be continued and perfected in the Court now possessing and exercising the necessary jurisdiction at the respective places where such first-mentioned proceedings were initiated originally.

The said Court and Judge thereof may do all such things towards perfecting and concluding any such proceedings as such Court or Judge could do if such proceedings had been regularly initiated in the said Court, and may conduct such proceedings as the Judge shall think fit, either under this Act or any Act hereby repealed, which shall in such case and for such purpose be deemed to be still in force.

Where in any unrepealed Act, document, or instrument reference is made to any Act or any provisions of any Act repealed hereby, such reference shall be construed and shall operate as if it had been made to this Act or to the provisions thereof corresponding to the repealed provisions referred to.

From and after the commencement of this Act, the several Acts mentioned in the Eighth Schedule are hereby repealed. But this repeal shall not affect—

Anything duly done under any Act hereby repealed;

The incorporation of any company registered under any Act hereby repealed;

The validation by any Act hereby repealed of the registration of any company under any Act hereby repealed;

Any right or privilege acquired or liability incurred under any Act hereby repealed.