SECRETARIAL PRACTICE
the lapse of a long time may be waived [Home and Foreign
Investment Corporation (1902), 1 Ch. 72].

As regards subdivision, this power can only be exercised
if the company is so authorised by its articles. The power
must be exercised by the company in general meeting [s. 50 (2)]
but a special resolution is no longer necessary unless the
articles require it. Notice of the subdivision must be given
to the Registrar (s. 51). The shares of the company, or
any of them, may be subdivided into shares of smaller amount,
but the proportion between the amount paid and the amount,
if any, unpaid on each subdivided share must be the same as
in the case of the original share.

But the necessity of preserving, in the undivided shares,
the due proportion of unpaid liability existing in the original
shares may be avoided on a scheme of arrangement under
s. 153 (see Chapter XIX) involving subdivision (Vine v.
General Rubber Trust (1913), 108 L.T. 709, Guardian Assurance
Co. (1917), 1 Ch. 431], or on a reduction of capital involving
subdivision [Doloswella Rubber Estates (1917), 1 Ch. 213],
in all of which cases some of the subdivided shares became
fully paid, the whole of the previously existing unpaid
liability falling on the remaining subdivided shares.

Cancellation. The power of cancellation of shares, which can only be
exercised if the company is so authorised by its articles
and must be exercised by the company in general meeting
[s. 50 (2)], applies only to shares which have not been taken
or agreed to be taken. It is really a method of reducing the
nominal capital without the sanction of the Court; but only
unissued shares can be cancelled. Notice of the cancellation
must be given to the Registrar (s. 5I).

In the case of any of the alterations in the memorandum
dealt with above, copies of the memorandum issued after-
wards must contain the alteration [s. 24 (1)].

Under the Act of 1908 a reorganisation involving the
alteration of the memorandum of association by (a) the
consolidation into one class of shares of different classes;
or (b) the division of shares of one class into shares of different
classes had to be carried out under s. 45 of that Act which
contained very stringent provisions as regards majorities
at class meetings. Under the new Act all reorganisations
which involve an alteration of the memorandum of
association will be carried into effect by a scheme of
arrangement under s. 153 (see Chapter XIX). :

Reduction of capital is effected by the company, provided
it is so authorised by its articles, passing a special resolution
for the reduction, and then applying to the Court by petition

34

Subdivision.