Companies Act 1907
| Jurisdiction | UK Non-devolved |
| Citation | 1907 c. 50 |
Companies Act, 1907
(7 Edw. 7.) CHAPTER 50.
An Act to amend the Companies Acts, 1862 to 1900.
[28th August 1907]
B E 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:
Prospectus and Allotment .
Prospectus and Allotment .
1 Obligations of companies where no prospectus is issued.
(1) A company which does not issue a prospectus on, or with reference to, its formation shall not allot any of its shares or debentures unless before the first allotment of either shares or debentures there has been filed with the registrar a statement in lieu of prospectus, signed by every person who is named therein as a director or proposed director of the company or by his agent authorised in writing, in the form and containing the particulars set out in the First Schedule to this Act.
(2) Sections two, six, and eleven of the Companies Act, 1900 , as amended by this Act, shall apply to companies which do not issue a prospectus inviting public subscription of their shares, subject to the modifications set out in the Second Schedule to this Act.
(3) In the case of the first allotment of share capital payable in cash of a company which does not issue any invitation to the public to subscribe for its shares, no allotment shall be made unless the minimum subscription (that is to say):—
(a ) the amount (if any) fixed by the memorandum or articles of association and named in the statement in lieu of prospectus as the minimum subscription upon which the directors may proceed to allotment; or
(b ) if no amount is so fixed and named, then the whole amount of the share capital other than that issued or agreed to be issued as fully or partly paid up otherwise than in cash,
has been subscribed and an amount not less than five per cent. of the nominal amount of each share payable in cash has been paid to and received by the company.
(4) Section five of the Companies Act, 1900, shall apply as if the foregoing provisions of this section were included amongst the foregoing provisions of that Act mentioned in the said section five.
(5) This section shall not apply to private companies as defined by this Act, or to any company which has allotted any shares or debentures before the commencement of this Act.
2 Amendment of 63 & 64 Vict. c. 48. s. 10.
(1) The following subsection shall be substituted for subsection one of section ten of the Companies Act, 1900:—
(1) Every prospectus issued by or on behalf of a company, or by or on behalf of any person who is or has been engaged or interested in the formation of the company, must state—
(a ) the contents of the memorandum of association, with the names, descriptions, and addresses of the signatories, and the number of shares subscribed for by them respectively; and the number of founders or management or deferred shares, if any, and the nature and extent of the interest of the holders in the property and profits of the company; and
(b ) the number of shares, if any, fixed by the articles of association as the qualification of a director, and any provision in the articles of association as to the remuneration of the directors; and
(c ) the names, descriptions, and addresses of the directors or proposed directors; and
(d ) the minimum subscription on which the directors may proceed to allotment, and the amount payable on application and allotment on each share; and in the case of a second or subsequent offer of shares the amount offered for subscription on each previous allotment made within the two preceding years, and the amount actually allotted; and the amount, if any, paid on such shares; and
(e ) the number and amount of shares and debentures which within the two preceding years have been issued, or agreed to be issued, as fully or partly paid up otherwise than in cash, and in the latter case the extent to which they are so paid up, and in either case the consideration for which such shares or debentures have been issued or are proposed or intended to be issued; and
(f ) the names and addresses of the vendors of any property purchased or acquired by the company, or proposed so to be purchased or acquired, which is to be paid for wholly or partly out of the proceeds of the issue offered for subscription by the prospectus, or the purchase or acquisition of which has not been completed at the date of publication of the prospectus, and the amount payable in cash, shares, or debentures to the vendor, and, where there is more than one separate vendor, or the company is a sub-purchaser, the amount so payable to each vendor; provided that, where the vendors or any of them are a firm, the members of the firm shall not be treated as separate vendors; and
(g ) the amount (if any) paid or payable as purchase money in cash, shares, or debentures of any such property as aforesaid, specifying the amount (if any) payable for goodwill; and
(h ) the amount (if any) paid within the two preceding years or payable as commission for subscribing or agreeing to subscribe, or procuring or agreeing to procure subscriptions, for any shares in, or debentures of, the company, or the rate of any such commission; provided that it shall not be necessary to state the commission payable to sub-underwriters; and
(i ) the amount or estimated amount of preliminary expenses; and
(j ) the amount paid within the two preceding years, or intended to be paid, to any promoter and the consideration for any such payment; and
(k ) the dates of and parties to every material contract, and a reasonable time and place at which any material contract or a copy thereof may be inspected: Provided that this requirement shall not apply to a contract entered into in the ordinary course of the business carried on or intended to be carried on by the company, or to any contract entered into more than two years before the date of publication of the prospectus; and
(l ) the names and addresses of the auditors (if any) of the company; and
(m ) full particulars of the nature and extent of the interest (if any) of every director in the promotion of, or in the property proposed to be acquired by, the company, or, where the interest of such a director consists in being a partner in a firm, the nature and extent of the interest of the firm, with a statement of all sums paid or agreed to be paid to him or to the firm in cash or shares or otherwise by any person either to induce him to become, or to qualify him as, a director, or otherwise for services rendered by him or by the firm in connection with the promotion or formation of the company; and
(n ) where the company is a company having shares of more than one class, the right of voting at meetings of the company conferred by the several classes of shares respectively.’
(2) The said section of the Companies Act, 1900, shall not apply to a circular or notice inviting existing members or debenture holders of the company to subscribe for shares or debentures of the company, whether with or without the right to renounce in favour of other persons, and accordingly in subsection four of that section for the words ‘for further shares or debentures’ there shall be substituted the words ‘for shares or debentures of the company, whether with or without the right to renounce in favour of other persons.’
3 Penalty for failure to file prospectus.
3. If a prospectus is issued without a copy thereof being filed for registration as required by section nine of the Companies Act, 1900, the company and every person who is knowingly a party to the issue of the prospectus shall on conviction be liable to a fine not exceeding five pounds for every day from the date of the issue of the prospectus until a copy thereof is so filed.
4 Simultaneous offer and allotment of shares and debentures.
4. The following provisions shall be substituted for subsection four of section six of the Companies Act, 1900:—
(4) Nothing in this section shall prevent the simultaneous offer for subscription or allotment of any shares and debentures, or the receipt of any money payable on application for debentures.’
5 Limitation of time for issue of certificates.
(1) Every company shall within two months after the allotment of any of its shares, debentures, or debenture stock, and within two months after the registration of the transfer of any such shares, debentures, or debenture stock, complete and have ready for delivery the certificates of all shares, the debentures, and the certificates of all debenture stock allotted or transferred, unless the conditions of issue of the shares, debentures, or debenture stock otherwise provide.
(2) If default is made in complying with the requirements of this section, the company, and every director, manager, secretary, and other officer of the company who is knowingly a party to the default, shall on conviction be liable to a fine not exceeding five pounds for every day during which the default continues.
6 Filing of contracts of allotment of shares not payable in cash.
(1) Where such a contract as is mentioned in paragraph (b of section seven of the Companies Act, 1900, is not reduced to writing, the company shall, within the time limited in the said section, file with the registrar the prescribed particulars of the contract stamped with the same stamp duty as would have been payable if the contract had been reduced to writing.
(2) Such particulars shall be deemed to be an instrument within the meaning of the Stamp Act, 1891 , and the registrar...
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