Companies Act 1929
Companies Act, 1929
(19 & 20 Geo. 5.) CHAPTER 23.
An Act to consolidate the Companies Acts, 1908 to 1928, and certain other enactments connected with the said Acts.
[10th May 1929]
Be it enacted by the King's most Excellent Majesty, by and with the advice and consent of the Lords Spiritual and Temporal, and Commons, in this present Parliament assembled, and by the authority of the same, as follows:—
Part I.
Incorporation of Companies and Matters incidental thereto.
Memorandum of Association.
1 Mode of forming incorporated company.
(1) Any seven or more persons, or, where the company to be formed will be a private company, any two or more persons, associated for any lawful purpose may, by subscribing their names to a memorandum of association and otherwise complying with the requirements of this Act in respect of registration, form an incorporated company, with or without limited liability.
(2) Such a company may be either—
(a ) A company having the liability of its members limited by the memorandum to the amount, if any, unpaid on the shares respectively held by them (in this Act termed ‘a company limited by shares’); or
(b ) A company having the liability of its members limited by the memorandum to such amount as the members may respectively thereby undertake to contribute to the assets of the company in the event of its being wound up (in this Act termed ‘a company limited by guarantee’); or
(c ) A company not having any limit on the liability of its members (in this Act termed ‘an unlimited company’).
2 Requirements with respect to memorandum.
(1) The memorandum of every company must state—
(a ) The name of the company, with ‘Limited’ as the last word of the name in the case of a company limited by shares or by guarantee:
(b ) Whether the registered office of the company is to be situate in England or in Scotland:
(c ) The objects of the company.
(2) The memorandum of a company limited by shares or by guarantee must also state that the liability of its members is limited.
(3) The memorandum of a company limited by guarantee must also state that each member undertakes to contribute to the assets of the company in the event of its being wound up while he is a member, or within one year after he ceases to be a member, for payment of the debts and liabilities of the company contracted before he ceases to be a member, and of the costs, charges, and expenses of winding up, and for adjustment of the rights of the contributories among themselves, such amount as may be required, not exceeding a specified amount.
(4) In the case of a company having a share capital—
(a ) The memorandum must also, unless the company is an unlimited company, state the amount of share capital with which the company proposes to be registered and the division thereof into shares of a fixed amount;
(b ) No subscriber of the memorandum may take less than one share;
(c ) Each subscriber must write opposite to his name the number of shares he takes.
3 Stamp and signature of memorandum.
3. The memorandum must bear the same stamp as if it were a deed, and must be signed by each subscriber in the presence of at least one witness who must attest the signature, and that attestation shall be sufficient in Scotland as well as in England.
4 Restriction on alteration of memorandum.
4. A company may not alter the conditions contained in its memorandum except in the cases, in the mode and to the extent for which express provision is made in this Act.
5 Mode in which and extent to which objects ofcompany may be altered.
(1) Subject to the provisions of this section, a company may, by special resolution, alter the provisions of its memorandum with respect to the objects of the company, so far as may be required to enable it—
(a ) to carry on its business more economically or more efficiently; or
(b ) to attain its main purpose by new or improved means; or
(c ) to enlarge or change the local area of its operations; or
(d ) to carry on some business which under existing circumstances may conveniently or advantageously be combined with the business of the company; or
(e ) to restrict or abandon any of the objects specified in the memorandum; or
(f ) to sell or dispose of the whole or any part of the undertaking of the company; or
(g ) to amalgamate with any other company or body of persons.
(2) The alteration shall not take effect until, and except in so far as, it is confirmed on petition by the court.
(3) Before confirming the alteration the court must be satisfied—
(a ) that sufficient notice has been given to every holder of debentures of the company, and to any persons or class of persons whose interests will, in the opinion of the court, be affected by the alteration; and
(b ) that, with respect to every creditor who in the opinion of the court is entitled to object and who signifies his objection in manner directed by the court, either his consent to the alteration has been obtained or his debt or claim has been discharged or has determined, or has been secured to the satisfaction of the court:
Provided that the court may, in the case of any person or class, for special reasons, dispense with the notice required by this section.
(4) The court may make an order confirming the alteration either wholly or in part, and on such terms and conditions as it thinks fit.
(5) The court shall, in exercising its discretion under this section, have regard to the rights and interests of the members of the company or of any class of them, as well as to the rights and interests of the creditors, and may, if it thinks fit, adjourn the proceedings in order that an arrangement may be made to the satisfaction of the court for the purchase of the interests of dissentient members, and may give such directions and make such orders as it may think expedient for facilitating or carrying into effect any such arrangement:
Provided that no part of the capital of the company shall be expended in any such purchase.
(6) An office copy of the order confirming the alteration, together with a printed copy of the memorandum as altered, shall, within fifteen days from the date of the order, be delivered by the company to the registrar of companies, and he shall register the copy so delivered and shall certify the registration under his hand, and the certificate shall be conclusive evidence that all the requirements of this Act with respect to the alteration and the confirmation thereof have been complied with, and thenceforth the memorandum as so altered shall be the memorandum of the company.
The court may by order at any time extend the time for the delivery of documents to the registrar under this section for such period as the court may think proper.
(7) If a company makes default in delivering to the registrar of companies any document required by this section to be delivered to him, the company shall be liable to a fine not exceeding ten pounds for every day during which the default continues.
Articles of Association.
6 Articles prescribing regulations for companies.
6. There may in the case of a company limited by shares, and there shall in the case of a company limited by guarantee or unlimited, be registered with the memorandum articles of association signed by the subscribers to the memorandum and prescribing regulations for the company.
7 Regulations required in case of unlimitedcompany or company limited by guarantee.
(1) In the case of an unlimited company the articles, if the company has a share capital, must state the amount of share capital with which the company proposes to be registered.
(2) In the case of an unlimited company or a company limited by guarantee, the articles, if the company has not a share capital, must state the number of members with which the company proposes to be registered.
(3) Where a company not having a share capital has increased the number of its members beyond the registered number, it shall, within fifteen days after the increase was resolved on or took place, give to the registrar of companies notice of the increase, and the registrar shall record the increase.
If default is made in complying with this subsection, the company and every officer of the company who is in default shall be liable to a default fine.
8 Adoption and application of Table A.
(1) Articles of association may adopt all or any of the regulations contained in Table A.
(2) In the case of a company limited by shares and registered after the commencement of this Act, if articles are not registered, or, if articles are registered, in so far as the articles do not exclude or modify the regulations contained in Table A, those regulations shall, so far as applicable, be the regulations of the company in the same manner and to the same extent as if they were contained in duly registered articles.
9 Printing, stamp, and signature of articles.
9. Articles must—
(1) be printed;
(2) be divided into paragraphs numbered consecutively;
(3) bear the same stamp as if they were contained in a deed;
(4) be signed by each subscriber of the memorandum of association in the presence of at least one witness who must attest the signature, and that attestation shall be...
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