Companies Clauses Act 1863

JurisdictionUK Non-devolved
Citation1863 c. 118
Anno Regni VICTORI, Britanniarum Regin,Vicesimo Sexto & Vicesimo Septimo. An Act for consolidating in One Act certain Provisions frequently inserted in Acts relating to the Constitution and Management of Companies incorporated for carrying on Undertakings of a public Nature.

(26 & 27 Vict.) C A P. CXVIII.

[28th July 1863]

'WHEREAS The Companies Clauses Consolidation Act, 1845, and The Companies Clauses Consolidation (Scotland ) Act, 1845, respectively, were passed in order to comprise in One General Act such Provisions relating to the Constitution and Management of Joint Stock Companies incorporated for the Purpose of carrying on Undertakings of a public Nature in England or Ireland , or in Scotland , respectively, as were at the Times of the passing of those Acts usually introduced into Acts of Parliament relating to such Companies:

And whereas sundry Provisions of the like Nature, but not comprised in the said General Acts respectively, are now frequently introduced into Acts of Parliament relating to such Companies, and it is expedient to comprise such last-mentioned Provisions also in One General Act, such Act to be applicable toEngland or Ireland , or to Scotland , as the Case may require, and that as well for the Purpose of avoiding the Necessity of repeating such Provisions in the Acts relating to such Undertakings as for ensuring greater Uniformity in the Provisions themselves:'

Be it therefore 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:

S-1 Short Title.

1 Short Title.

1. This Act may be cited as TheCompanies Clauses Act, 1863.

S-2 Division of Act into Parts.

2 Division of Act into Parts.

2. This Act shall be deemed to be divided into Four Parts, as follows:

Part I. relating to Cancellation and Surrender of Shares;

Part II. relating to Additional Capital;

Part III. relating to Debenture Stock;

Part IV. relating to Change of Name.

I Cancellation and Surrender of Shares.

Part I.

Cancellation and Surrender of Shares.

S-3 Application of Part 1.

3 Application of Part 1.

3. This Part of this Act shall apply to every Company incorporated either before or after the passing of this Act which obtains a Special Act incorporating this Part of this Act.

S-4 Power to Company to cancel forfeited Shares.

4 Power to Company to cancel forfeited Shares.

4. Where any Share of the Capital of the Company is after the passing of this Act declared forfeited under and in pursuance of the Provisions with respect to the Forfeiture of Shares for Nonpayment of Calls contained in The Companies Clauses Consolidation Act, 1845, and The Companies Clauses Consolidation (Scotland ) Act, 1845, respectively, and the Forfeiture is confirmed by a Meeting in accordance with the same Provisions respectively, and Notice of the Forfeiture has been given,—then and in every such Case, if the Directors of the Company are unable to sell the Share for a Sum equal to the Arrears of Calls and Interest and Expenses due in respect thereof, the Company at any General Meeting held not less than Two Months after such Notice is given may, in case Payment of the Arrears of Calls, Interest, and Expenses due in respect thereof is not made by the registered Holder of the Share before the Meeting is held, resolve that the Share instead of being sold shall be cancelled, and the Share shall thereupon be cancelled accordingly.

S-5 Evidence for Cancellation of forfeited Shares.

5 Evidence for Cancellation of forfeited Shares.

5. A Declaration in Writing made by some credible Person, inEngland or Ireland before a Justice, and in Scotland before any Sheriff or Justice, stating that a Sum of Money sufficient to pay the Arrears of Calls, Interest, and Expenses due in respect of the Share could not at the Time of the Cancellation of the Share be obtained for the same upon the Stock Exchange prescribed in the Special Act, and if no Stock Exchange is prescribed then upon the Stock Exchange, as to England , of the City of London , and as toScotland of the City of Edinburgh , and as to Ireland of the City of Dublin , shall be sufficient Evidence of the Fact so declared.

S-6 Payment of Calls in arrear notwithstanding Cancellation.

6 Payment of Calls in arrear notwithstanding Cancellation.

6. Where it is so resolved that any Share shall be cancelled, the Holder thereof shall from and after the passing of the Resolution be precluded from all Right and Interest therein and in respect thereof; but the Cancellation shall not affect the Liability of the last registered Holder of the Share to pay to the Company all Arrears of Calls, Interest, and Expenses due in respect of the Share at the Time of the Cancellation, or the Power of the Company to enforce Payment thereof by Action or otherwise.

S-7 Value of forfeited Shares to be deducted from Amount due in respect thereof.

7 Value of forfeited Shares to be deducted from Amount due in respect thereof.

7. Provided always, That if the Company enforces the Payment of the Arrears of Calls, Interest, and Expenses under the last preceding Provision, the Value of the Share at the Time of the Cancellation thereof shall be deducted from the Amount so then due; provided also, that if Payment of all Arrears of Calls, Interest, and Expenses is made before such Meeting as aforesaid is held, the Share shall revert to the Person to whom it belonged at the Time of Forfeiture, and shall be re-entered on the Company's Register accordingly.

S-8 Company may cancel forfeited Shares with Consent of Holders.

8 Company may cancel forfeited Shares with Consent of Holders.

8. Where any Share is declared forfeited, or where any Sum payable on any Share remains unpaid, the Company, with the Consent in Writing of the registered Holder of the Share, and with the Sanction of a General Meeting, may resolve that the Share shall be cancelled, and immediately thereupon the Share shall be cancelled, and all Liabilities and Rights with respect to the Share shall thereupon be absolutely extinguished.

S-9 As to Surrender of Shares.

9 As to Surrender of Shares.

9. The Company may from Time to Time accept, on such Terms as they think fit, Surrenders of any Shares which have not been fully paid up.

S-10 No Money to be paid for Cancellation or Surrender.

10 No Money to be paid for Cancellation or Surrender.

10. The Company shall not pay or refund to any Shareholder any Sum of Money for or in respect of the Cancellation or Surrender of any Share.

S-11 Power to create Shares in lieu of cancelled, forfeited, &c., Shares.

11 Power to create Shares in lieu of cancelled, forfeited, &c., Shares.

11. The Company may from Time to Time, in lieu of any Shares that have been cancelled or surrendered, issue new Shares of such Amounts as will allow the same to be conveniently apportioned or disposed of according to the Resolution of any Ordinary or Extraordinary Meeting of the Company, and may from Time to Time fix the Amounts and Times of Payment of the Calls on any such new Shares, and dispose thereof on such Terms and Conditions as may be so resolved upon: Provided, that the aggregate nominal Amount of the new Shares shall not exceed the aggregate nominal Amount of the Shares in lieu of which the new Shares are issued, after deducting the Amount actually paid up in respect of the Shares cancelled or surrendered.

II Additional Capital.

Part II.

Additional Capital.

New Ordinary Shares or Stock.

New Ordinary Shares or Stock.

S-12 Regulations as to Creation and Issue of Ordinary Shares or new Ordinary Stock.

12 Regulations as to Creation and Issue of Ordinary Shares or new Ordinary Stock.

12. Where any Company, incorporated either before or after the passing of this Act for the Purpose of carrying on any Undertaking, is authorized by any Special Act hereafter passed, and incorporating this Part of this Act, to raise any additional Sum or Sums by the Issue of new Ordinary Shares, or by the Issue of new Ordinary Stock, or (at the Option of the Company) by either of those Modes,—then and in every such Case the Company, with the Sanction of such Proportion of the Votes of the Shareholders and Stockholders entitled to vote in that Behalf at Meetings of the Company, present (personally or by proxy) at a Meeting of the Company specially convened for the Purpose, as is prescribed in the Special Act, and if no Proportion is prescribed, then of Three Fifths of such Votes, may, for the Purpose of raising the additional Sum or Sums, from Time to Time create and issue (according as the Authority given by the Special Act extends to Shares only, or to Stock only, or to both) such new Ordinary Shares, of such nominal Amount, and subject to the Payment of Calls of such Amounts and at such Times, as the Company thinks fit, or such new Ordinary Stock as the Company thinks fit.

Preference Shares or Stock.

Preference Shares or Stock.

S-13 Regulations as to Creation and Issue of new Preference Shares or new Preference Stock.

13 Regulations as to Creation and Issue of new Preference Shares or new Preference Stock.

13. Where any such Company is authorized by any Special Act hereafter passed and incorporating this Part of this Act to raise any additional Sum or Sums by the Issue of new Preference Shares, or by the Issue of new Preference Stock, or (at the Option of the Company) by either of those Modes,—then and in every such Case the Company, with the like Sanction as aforesaid, may for the Purpose of raising such additional Sum or Sums from Time to Time create and issue (according as the Authority given by the Special Act extends to Shares only, or to Stock only, or to both)...

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