SECRETARIAL PRACTICE
NEW ZEALAND.

The Companies Acts are as follows: —

No. 26 of 1908, which is the principal Act, and the following
Amending Acts, viz. Nos. 26 of 1910, 31 of 1919, 34 of
1920, 35 of 1921-22 and 25 of 1928.

The principal Act of 1908 is similar in the main to the

English Act of 1929:—

5S.” 5. Noassociation of more than ten persons may carry
on business for gain unless incorporated.

S. 13. The minimum number of members of a public and a
private company is the same—seven. *

S. 31. Every share certificate must state particulars of any
preferential or limited rights or conditions

} attaching to the shares or stock specified therein.

S. 35. Directors are prohibited from registering transfers
of shares on which calls made are unpaid.

S. 52. In the case of a company with wasting assets,
dividends may be paid out of profits notwith-
standing loss of capital provided that the
auditors certify that the remaining assets
exceed the liabilities (excluding paid-up capi-
tal).

S. 57. Commission may only be paid on shares offered to
he public.

S. 73. No director of a company other than a private com-
pany may receive fees or other remuneration
if he is in debt to the company for calls or has
been absent from board meetings for three
months without the consent of the Board.
Three years is substituted for the period of two

years in Part III of the fourth schedule to the
English Act of 1929 after which certain informa-
‘ion is not required in a prospectus.

5. 99. Inthe case of a company not issuing a prospectus a
statutory declaration must be made by the
directors before commencing business that in
their opinion the money subscribed is sufficient
“0 justify the company in commencing business.
governor is required, on the application of a
majority in number representing two-thirds in
value of the shareholders, to order the accounts
of a company to be audited by the audit office,
and, if the applicants so require, to order a
valuation of the assets.

Private Companies. The number of members
must not exceed 25; all the authorised share
capital must be subscribed for in the memoran-
dum of association