PRIVATE COMPANIES

293
The secretary of a private company, apart from the Duties of
matters specified above, will have the same duties to perform Secretary.
as the secretary of any other company, for apart from these
matters a private company may do whatever any other
company may, and must do whatever any other company
must. His work will obviously be lighter in many respects,
e.g. in keeping the register posted, in making out the annual
summary, and in the matter of transfers.

There 1s nothing in the Act to prevent a company, which
is not a private company, making in its articles such altera-
tions as are necessary to constitute itself a private company,
1.6. by deleting inappropriate provisions, such as provisions
relating to share warrants, provisions relating to public issues,
and unsuitable provisions relating to transfers, and inserting
the provisions required by s. 26, and thereafter claiming the
privileges of a private company.

The converse case of the transformation of a private com-
pany into a public company was expressly provided for by
s. 121 (2) of the Act of 1908. That sub-section was repealed
by the Act of 1928, and now by s. 27 (1) of the Act of 1929
(see above) a private company automatically becomes a
public company if it alters its articles in such manner that
they no longer contain the provisions necessary to a private
company. Under the Act of 1908 the power of a private
company to convert itself into a public company by altering
its articles was expressed to be ‘subject to anything con-
tained in the memorandum or articles.’ These words
are not repeated in s. 27, but, semble, are implied: for if
there is in the memorandum an express provision that the
company shall always be a private company, that provision
would be unalterable [s. 4]; while if there was such a provision
in the Articles, it would bind the company until the articles
had been amended by deleting the provision in accordance
with s. 10.

The procedure to enable a private company to become a
public company, where the memorandum does not forbid
1s accordingly:

{r) If the articles forbid the conversion into a public
company, to pass ¢ special resolution deleting ITO-
vision; and, in any case,

(2) to pass aud file a special resolution in accordance with
5. 27°
(3) to file a statement in lieu of prospectus within fourteen
days after the last-mentioned special resolution has been
passed [.. ~7 and third Sched:ila]