OTHER MATTERS RELATING TO SHARES 103
from s. 108 (3) (5), or from the statutory form of annual
summary, and need not be set out here. Amongst the par-
ticulars required by s. 108 are the particulars required by
s. 144 to be included in the Register of Directors. This
section is discussed on p. 149, but it may usefully be pointed
out here that under subsection 6 of that section a person
in accordance with whose directions or instructions the
directors are accustomed to act is himself to be deemed a
director and officer of the company. See also s. 110 (5).
One difficulty may be mentioned: section 108 (3) (f) requires
particulars of ‘the total amount of the sums, if any, paid by
way of commission in respect of any shares or debentures,
without any limitation to the period since the date of the
last return. The form apparently contemplates the par-
ticulars of commissions paid being limited to sums paid
since the date of the last return. In view of the wording
of the section, however, it would appear that the words
‘since the date of the last return’ in the form must be con-
strued as applying only to discounts on debentures. This
difficulty did not arise on s. 26 of the Act of 1908, and the
omission of the words since the date of the last return from
s. 108 (2) (f) was probably a slip.

Except in the case of a private company or an assurance
company which has complied with s. 7 (4) of the Assurance
Companies Act 190g, the return must also include a written
copy of the last audited balance sheet, including every
document required by law to be annexed thereto (see p. 180)
and the auditors’ report thereon. ‘Written’ includes printed
but the Registrar requires a printed copy which is filed, to
be signed by the auditors. Such a copy must be certified
as correct by a director or the manager or secretary of the
company, and if the balance sheet is in a foreign language,
an English translation, certified in the prescribed manner,
must also be annexed. The form of certificate required by
the Registrar is: ‘certified true copy of the last audited
balance sheet and of the auditors’ certificate thereon.’

If the last balance sheet did not comply with the require-
ments of the law in force at the date of the audit with respect
to the form of balance sheets, the requisite corrections must
be made in the copy to bring it into conformity with such law
and the fact that the copy has been so amended must be
stated thereon.

The provisions of s. 98 subsections (2) and (3) as to copies
of the register apply to the annual return [s. 110 (2)].

An annual return is now required of companies not having

share capital. but the particulars required to be included

2

Statement
in form of
Balance
Sheet.

Annual
Return of
Companies
not having
Share
Lapital.