CHAP. 54. CHAPTER 54. OF CERTAIN JOINT STOCK COMPANIES. required on for 1. Any five or more persons who desire to form a joint Declaration stock company, and to become incorporated, may make mation of comand sign a declaration thereof, in writing, according to the pany. form in the Schedule, in which they shall state the names and residences of the subscribers, the number and amount of shares of which the capital stock is to consist, the number of shares taken by each subscriber, the corporate name of the company, not being that of any previously existing company, the object for which the same is formed, the name of the town or place where the business of the company is to be carried on, and the amount of capital to be paid up before the company shall go into operation; but no company shall be thus incorporated for banking, Restrictions. insurance, or ordinary mercantile and commercial business; nor shall any company incorporated under this Chapter engage therein. be in duplicate, 2. Such declaration shall be signed in duplicate by the Declaration to parties desirous of being incorporated, by themselves or how signed. an agent or agents thereunto duly authorized in writing; and in such case the power of attorney shall, if executed out of the Province, be duly authenticated by a notarial certificate; and such power of attorney and certificate shall be attached to the declaration; and the declaration shall in all cases be, and purport to be, executed in the presence of a subscribing witness to each signature; and one of the duplicates, with the original power of attorney attached, shall be filed in the office of the Registrar of Deeds for the county or district wherein the proposed place of business is situate; and the other duplicate, with a copy of such power of attorney, shall be filed in the office of the Provincial Secretary at Halifax. Where filed. sections, parties corporate. 3. When the formalities prescribed in the foregoing on compliance sections have been complied with, the persons signing such witgoing declaration, their associates and successors, shall be a body to be a body corporate, by the name therein mentioned, to the same extent as companies incorporated by act of the Legislature, and shall be subject to Chapter Fifty-Three, "Of General Provisions respecting Corporations," except as herein provided. operation. 4. Before any such company shall go into operation When to go into twenty-five per cent. of the subscribed capital shall be actually paid up in cash; and a certificate thereof, verified by oath of the president and treasurer of the company, *shall be filed in the office of the Registrar of Deeds for the county or district. CHAP. 54. Liability of shareholders. 5. Every shareholder shall be liable in his person and separate estate during membership to an amount equal to double the stock held by him, deducting therefrom the amount actually paid to the company on such stock, unless he shall have made himself liable for a greater amount by After transfer. becoming surety for the debts of the company. But no shareholder, who may have transferred his interest in the stock of any such company, shall cease to be liable for any contracts of the company entered into before the filing of the certificate of transfer, provided for by the fourteenth section, so as any action in respect of such liability shall be brought within six months after the filing of such certificate. If dividend paid out of capital, for debts. 6. If the directors declare and pay any dividend when directors liable the company is insolvent, or whereby the company is rendered insolvent, or which would diminish the amount of its capital stock, they shall be jointly and severally personally liable for all the debts of the company then existing, and for all debts subsequently created during their tenure Directors filing of office; but any director who objects to the payment of objections exempt. Meeting for increasing capi tal stock, how called, &c. Proceedings thereat. such dividend may, before such payment, file with the secretary of the company, and with such Registrar of Deeds, as aforesaid, a written statement of such objection, and shall be thereby exempt from such liability. 7. Whenever the whole capital stock has been taken up, and a majority of the directors of a company, by their votes, resolve and declare that the capital stock of such company is insufficient for the purposes thereof, they may call a general meeting of the stockholders of the company, giving at least thirty days' notice of such meeting, by a written notice, signed by the secretary, and addressed to each of the shareholders or their representatives, and transmitted through the post office, and by advertisement thereof in a public newspaper, published nearest to the place where the company's affairs are transacted, and continued to be so published until the day of meeting. 8. At such meeting a majority of the stockholders holding a majority of the shares in the company, may, by their votes given thereat, in person or by proxy, pass a resolution authorizing the directors of the company to increase the capital stock thereof to such amount as they deem necessary for the purposes of the company, the amount whereof shall be expressed in such resolution; and thereupon such directors may pass a bye-law for the purpose of increasing the capital stock to the amount mentioned in the resolution of the general meeting of stockholders as aforesaid, and for declaring the number of shares into which such capital stock shall be divided, and the time and manner of payment of the several calls to be made for the payment of such new stock, twenty-five per cent. at CHAP. 54. least of which shall be actually paid up in cash. Twenty-five per taken up. claration. 9. Upon the passing of such bye-law all persons who cent. paid in. desire to become holders of any share or shares of such New stock, how new stock, may make and sign a declaration, in which shall be set forth the amount of such new stock; the total Contents of deamount of the company's capital stock, including new stock; the number of shares of such new stock; the total number of old and new shares of stock. Such declaration shall also contain a column wherein shall be set in figures, opposite to the signature of each subscriber, the number of shares for which he subscribes. cate and filed. 10. Such declaration shall be signed in duplicate, and To be in duplishall be certified and filed in the office of the Provincial Secretary, and in the county or district registry of deeds office, in the manner mentioned in the second section of this Chapter. half stock 11. The declaration shall not be so filed or certified Not filed until until at least one-half of the new stock has been sub- subscribed. scribed. holders entered in books pro 12. When the declaration has been so filed the name Names of stockof every stockholder contained therein shall forthwith be entered in the books of the company, as that of a stock-perly. holder, with the date of subscription and number of shares subscribed for; and, so long as any of such stock remains Remainder of unsubscribed for, any person desirous of becoming a stock-stock, how taken holder may subscribe his name to the declaration filed in the registry office for one or more of such unsubscribed shares; and the name of such subscriber shall forthwith be entered in the books of the company in manner aforesaid. up. ance with Chap holder to be a member of the 13. Upon the performance of the several acts mentioned Upon compliin the next preceding section, and payment of the instal- ter, new stockments as required by the eighth section, every such stockholder whose name has been subscribed to the declaration, corporation. shall immediately thereupon become a member of the corporation, and from thenceforth shall have and enjoy the same rights and privileges, and be subject to the same conditions, restrictions and liabilities, to which the original stockholders are thenceforth entitled or liable; and such new shares of stock shall thenceforth be subject to all the provisions of this Chapter relative to such companies, in the same manner as if they had formed a part of the stock originally subscribed. transfers cer 14. The bye-laws of the company, and all the amend- Bye-laws and ments thereof, made therein from time to time, and the tified and filed. names of all future shareholders in the company, and the transfers of all shares, with the dates of such transfers, shall be certified in duplicate by the president under his hand, CHAP. 54. which certificate shall, within one month, be transmitted to the Provincial Secretary's office, and filed in the office of the Registrar of Deeds of the county or district; and such transfer shall not be complete until such certificate is filed. Transfer not completed until filed. Declaration required for formation of company by three or more. Liability. Company must go into operation 15. If three or more parties shall desire to be incorporated for any lawful purpose or business, and shall make, execute, and file a declaration similar to that referred to in the first section, except that no reference need be made to the proposed capital, and shall state therein that they do not seek under such incorporation to become free from personal responsibility, such parties shall thereupon become a body corporate, and shall be entitled forthwith to go into operation; but in that case the members thereof shall be personally liable for all debts and undertakings of the company. 16. No company shall become incorporated under this within one year. Chapter, or be entitled to the privileges thereof, unless it shall go into operation within one year from the filing of the declaration first hereinbefore referred to. Proceedings to wind up company if insolvent, or suspended. point a receiver, 17. Whenever it shall be made to appear to the Supreme Court or a Judge upon affidavit, by a shareholder that such company is insolvent, and that shareholders representing two-thirds of the paid-up capital are desirous of winding up the affairs of the company, or that the company has suspended business for a year, or has not commenced business within a year after the filing of the said declaration, or upon affidavit of a creditor of the company, that his debt is unpaid, that the company is insolvent, and that one month's notice of the application has been given Court may ap- to the secretary, an order may issue to appoint a receiver, as in ordinary cases of co-partnership, and thereupon the whole matter shall be referred to a master, with power to cite parties with books and papers to take evidence and report; and if it shall appear that such company is insolAnd make neces- vent, the Court or a Judge may make calls upon the shareholders to the extent of their liability, for all sums needful for discharging the debts of the company, and the costs of winding it up, and may order payment thereof; and may, if deemed fit, order all suits pending against the company, at or after such application, to be stayed, and may order such a distribution of the funds of the company, and make all such further orders for winding up the company, as may appear just and right, and may dismiss such application with or without costs. sary orders. Gas and water companies. Not to conflict with Canada aw. 18. No gas or water companies shall be incorporated under this Chapter within the City of Halifax. 19. Nothing herein shall be construed to contravene or conflict with any enactment of the Legislature of Canada on the subject of insolvency, or otherwise. SCHEDULE. Be it remembered that on this day of A. D. 18, we the undersigned shareholders have agreed and And we the undersigned stockholders do agree to take to be the place for holding the annual and other meetings of the said com pany. Name. Place of abode. Number of Shares. Amount. CHAP. 54. |