43
of damages will be the value of the shares at the date of the
breach of duty [Ottos Kopje Mines (1893), x Ch. 618].

The rule does not of course give the holder of a certificate
who has got it from a bare legal owner any right against those
equitably entitled [Shropshire Union Railwavs v. The Queen
(1876), L.R. 7 H.L. 496].

In Appendix F will be found forms of Share Certificate
‘Forms 1 and 2), and a form of Fractional Certificate (Form 6).

No charge is usually made for the original share certificate
issued to a shareholder, and the Stock Exchange forbid any
charge, but if worn out or lost it is usually renewed on
payment of a shilling (see Table A, cl. 5). Before the issue
of a new certificate to replace one lost, an adequate indemnity
should be obtained. In general a statutory declaration
verifying the loss, and a guarantee by a person of standing
should be insisted upon; but, if the account is a small one,
a letter of indemnity should be sufficient. A suitable form
of Declaration and Indemnity is given in Appendix F (Form 7)
The certificate should be marked ‘Duplicate’ on its face.

By section 49 of the Act a limited company may, by Reserve
special resolution, determine that any portion of its share Liability.
capital which has not been already called up shall not be
capable of being called up except in the event and for the
purposes of the company being wound up. The effect of this
is that the capital referred to is only available in winding up,
and cannot be mortgaged or charged in any way.

No alteration in the memorandum or articles increasing
the liability of a member to contribute to share capital,
or otherwise to pay money to the company, will bind a person
who was a member prior to such alteration being made unless
he consents in writing to be bound thereby (s. 22).

If the number of members falls below the required minimum
and it carries on business for more than six months while
the number is so reduced, all its members are faced with
unlimited liability if they know the facts (s. 28).

The important subject of the transfer and transmission of
shares is dealt with in Chapter VIII. Other incidents
connected with shares are treated in Chapter IX, and the
capitalisation of profits in Chapter XVII

CAPITAL AND SHARES