SECRETARIAL PRACTICE

Signatories.

8. The prescribed fees must be paid to the Registrar of
Companies (s. 313 and Tenth Schedule). These are
set out in Appendix A.

Asregards theabove requirements, the particulars required
by law to be contained in the memorandum of a company
limited by shares will be found in Chapter III. The deed
stamp which the memorandum and the articles are required
to bear is in each case an impressed stamp of 10s. (see
Appendix A).

The names, addresses, and descriptions of the subscribers,
or signatories, and of the witnesses to their signatures, must
be fully and clearly set out.

Women, whether married or single, may be subscribers.
Foreigners may sign, even though they be resident abroad
[Princess of Reuss v. Bos (1871), L.R. 5 H.L. 176], and a
subscriber may sign by an agent [re Whitley Partners Ltd. (1886),
32 Ch. D. 337], though the Registrar may require evidence
of the latter’s authority to do so.

A corporate body, whether British or foreign, may be a
subscriber and sign by its authorised representative [Whitley
Partners Lid., 32 Ch. D. 337]; But for the purpose of forming
the minimum number of subscribers the signature must be
that of the authorised representative.

A signatory induced to sign by the misrepresentation of a
promoter has ro right to rescission against the company,
seeing that the company did not then exist [Metal Con-
stituents, Lord Lurgan’s Case (1902), 1 Ch. 707].

Since the repeal of the Companies Act, 1867, s. 25, it
would appear that the subscribers’ shares need not necessarily
be paid for in cash; for the general liability of a shareholder
is to pay for his shares in money, or, with the company’s
consent, in money’s worth [Baglan Hall Colliery Co. (1870),
5 Ch. App. 346].

No limit is imposed by the Act to the number of sharesin a
company which may be held by a single member, and nothing
in the Act requires that the subscribers to the memorandum
shall take a substantial interest in the undertaking; a company
may therefore consist of one person holding all the shares
except six, which may be held for him by his nominees
‘Salomon v. Salomon & Co. (1897), A.C. 22]. It follows
that in the case of a private company (see Chapter XXII),
all the shares except one may be held by one person, and
that the one share may be held by his nominee.

No formal allotment of shares to a signatory is necessary
[London & Provincial Coal Co. (1877), 5 Ch. D. 525].