Companies Act 1867

JurisdictionUK Non-devolved
Citation1867 c. 131


Companies Act, 1867

(30 & 31 Vict.) C A P. CXXXI.

An Act to amend ‘The Companies Act, 1862.’

[20th August 1867]

Be it enacted by the Queen'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:

Preliminary.

Preliminary.

S-1 Short Title.

1 Short Title.

1. This Act may be cited for all Purposes as ‘TheCompanies Act, 1867.’

S-2 Act to be construed as One with 25 & 26 Vict. c. 89.

2 Act to be construed as One with 25 & 26 Vict. c. 89.

2. The Companies Act, 1862, is herein-after referred to as ‘the Principal Act;’ and the Principal Act and this Act are herein-after distinguished as and may be cited for all Purposes as ‘The Companies Acts, 1862 and 1867;’ and this Act shall, so far as is consistent with the Tenor thereof, be construed as One with the Principal Act; and the Expression ‘this Act’ in the Principal Act, and any Expression referring to the Principal Act which occurs in any Act or other Document, shall be construed to mean the Principal Act as amended by this Act.

S-3 Commencement of Act.

3 Commencement of Act.

3. This Act shall come into force on the First Day ofSeptember One thousand eight hundred and sixty-seven, which Date is herein-after referred to as the Commencement of this Act.

Unlimited Liability of Directors.

Unlimited Liability of Directors.

S-4 Company may have Directors with unlimited Liability.

4 Company may have Directors with unlimited Liability.

4. Where after the Commencement of this Act a Company is formed as a Limited Company under the Principal Act, the Liability of the Directors or Managers of such Company, or the Managing Director, may, if so provided by the Memorandum of Association, be unlimited.

S-5 Liability of Director, past and present, where Liability is unlimited.

5 Liability of Director, past and present, where Liability is unlimited.

5. The following Modifications shall be made in the Thirty-eighth Section of the Principal Act, with respect to the Contributions to be required in the event of the winding-up of a Limited Company under the Principal Act, from any Director or Manager whose Liability is, in pursuance of this Act, unlimited:

(1) (1.) Subject to the Provisions herein-after contained, any such Director or Manager, whether past or present, shall, in addition to his Liability (if any) to contribute as an ordinary Member, be liable to contribute as if he were at the Date of the Commencement of such Winding-up a Member of an unlimited Company:

(2) (2.) No Contribution required from any past Director or Manager who has ceased to hold such Office for a Period of One Year or upwards prior to the Commencement of the Winding-up shall exceed the Amount (if any) which he is liable to contribute as an ordinary Member of the Company:

(3) (3.) No Contribution required from any past Director or Manager in respect of any Debt or Liability of the Company contracted after the Time at which he ceased to hold such Office shall exceed the Amount (if any) which he is liable to contribute as an ordinary Member of the Company:

(4) (4.) Subject to the Provisions contained in the Regulations of the Company no Contribution required from any Director or Manager shall exceed the Amount (if any) which he is liable to contribute as an ordinary Member, unless the Court deems it necessary to require such Contribution in order to satisfy the Debts and Liabilities of the Company, and the Costs, Charges, and Expenses of the Winding-up.

S-6 Director with unlimited Liability may have Set-off as under Sect. 101. of 25 & 26 Vict. c. 89.

6 Director with unlimited Liability may have Set-off as under Sect. 101. of 25 & 26 Vict. c. 89.

6. In the event of the winding-up of any Limited Company, the Court, if it think fit may make to any Director or Manager of such Company whose Liability is unlimited the same Allowance by way of Set-off as under the One hundred and first Section of the Principal Act it may make to a Contributory where the Company is not limited.

S-7 Notice to be given to Director on his Election that his Liability will be unlimited.

7 Notice to be given to Director on his Election that his Liability will be unlimited.

7. In any Limited Company in which, in pursuance of this Act, the Liability of a Director or Manager is unlimited, the Directors or Managers of the Company (if any), and the Member who proposes any Person for Election or Appointment to such Office, Shall add to such Proposal a Statement that the Liability of the Person holding such Office will be unlimited, and the Promoters, Directors, Managers, and Secretary (if any) of such Company, or One of them, shall, before such Person accepts such Office or acts therein, give him Notice in Writing that his Liability will be unlimited.

If any Director, Manager, or Proposer make default in adding such Statement, or if any Promoter, Director, Manager, or Secretary make default in giving such Notice, he shall be liable to a Penalty not exceeding One hundred Pounds, and shall also be liable for any Damage which the Person so elected or appointed may sustain from such Default, but the Liability of the Person elected or appointed shall not be affected by such Default.

S-8 Existing Limited Company may, by special Resolution, make Liability of Directors unlimited.

8 Existing Limited Company may, by special Resolution, make Liability of Directors unlimited.

8. Any Limited Company under the Principal Act, whether formed before or after the Commencement of this Act, may, by a special Resolution, if authorized so to do by its Regulations, as originally framed or as altered by special Resolution, from Time to Time modify the Conditions contained in its Memorandum of Association so far as to render unlimited the Liability of its Directors or Managers, or of the Managing Director; and such special Resolution shall be of the same Validity as if it had been originally contained in the Memorandum of Association, and a Copy thereof shall be embodied in or annexed to every Copy of the Memorandum of Association which is issued after the passing of the Resolution, and any Default in this respect shall be deemed to be a Default in complying with the Provisions of the Fifty-fourth Section of the Principal Act, and shall be punished accordingly.

Reduction of Capital and Shares.

Reduction of Capital and Shares.

S-9 Power to Company to reduce Capital.

9 Power to Company to reduce Capital.

9. Any Company limited by Shares may, by special Resolution, so far modify the Conditions contained in its Memorandum of Association, if authorized so to do by its Regulations as originally framed or as altered by special Resolution, as to reduce its Capital; but no such Resolution for reducing the Capital of any Company shall come into operation until an Order of the Court is registered by the Registrar of Joint Stock Companies, as is herein-after mentioned.

S-10 Company to add ‘and Reduced’ to its Name for a limited Period.

10 Company to add ‘and Reduced’ to its Name for a limited Period.

10. The Company shall, after the Date of the passing of any special Resolution for reducing its Capital, add to its Name, until such Date as the Court may fix, the Words ‘and Reduced,’ as the last Words in its Name, and those Words shall, until such Date, be deemed to be Part of the Name of the Company within the Meaning of the Principal Act.

S-11 Company to apply to the Court for an Order confirming Reduction.

11 Company to apply to the Court for an Order confirming Reduction.

11. A Company which has passed a special Resolution for reducing its Capital, may apply to the Court by Petition for an Order confirming the Reduction, and on the Hearing of the Petition the Court, if satisfied that with respect to every Creditor of the Company who under the Provisions of this Act is entitled to object to the Reduction, either his Consent to the Reduction has been obtained, or his Debt or Claim has been discharged or has determined, or has been secured as herein-after provided, may make an Order confirming the Reduction on such Terms and subject to such Conditions as it deems fit.

S-12 Definition of the Court.

12 Definition of the Court.

12. The Expression ‘the Court,’ shall in this Act mean the Court which has Jurisdiction to make an Order for winding-up the petitioning Company, and the Eighty-first and Eighty-third Sections of the Principal Act shall be construed as if the Term ‘Winding-up’ in those Sections included Proceedings under this Act, and the Court may in any Proceedings under this Act make such Order as to Costs as it deems fit.

S-13 Creditors may object to Reduction, and List of objecting Creditors to be settled by the Court.

13 Creditors may object to Reduction, and List of objecting Creditors to be settled by the Court.

13. Where a Company proposes to reduce its Capital, every Creditor of the Company who at the Date fixed by the Court is entitled to any Debt or Claim which, if that Date were the Commencement of the winding-up of the Company, would be admissible in Proof against the Company, shall be entitled to object to the proposed Reduction, and to be entered in the List of Creditors who are so entitled to object.

The Court shall settle a List of such Creditors, and for that Purpose shall ascertain as far as possible without requiring an Application from any Creditor the Names of such Creditors and the Nature and Amount of their Debts or Claims, and may publish Notices fixing a certain Day or Days within which Creditors of the Company who are not entered on the List are to claim to be so entered or to be excluded from the Right of objecting to the proposed Reduction.

S-14 Court may dispense with Consent of Creditor on Security being given for his Debt.

14 Court may dispense with Consent of Creditor on Security...

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