Secretarial practice

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Monograph

Identifikator:: 1828236004

URN:: urn:nbn:de:zbw-retromon-249926

Document type:: Monograph

Title:: Secretarial practice

Edition:: fourth edition

Place of publication:: Cambridge

Publisher:: W. Heffer & Sons Ltd

Year of publication:: 1930

Scope:: viii, 987 Seiten

Digitisation:: 2022

Collection:: Economics Books

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Document type:: Monograph

Structure type:: Chapter

Title:: Chapter XIII. Directors

Collection:: Economics Books

DIRECTORS 145 deemed to have agreed to take the qualification shares from the company, and the same shall be forthwith allotted to him accordingly. It was held by the Court of Appeal that ander such a clause the director, after signing the memo- -andum and articles of association, had agreed to take, and the company had agreed to allot him, his qualification shares ‘Anglo-Austrian Printing Co., Isaac's Case (1892), 2 Ch. 158]. But he can escape liability by resigning within the month te Bolton & Co., Salisbury Jones’ Case (1894), 3 Ch. 356]. A director, being a trustee, must not receive his qualification shares as a gift from a promoter or any one else; nor is he entitled to purchase his qualification shares and be refunded the purchase price. Anything he may receive he must account for to the company [re Carriage Supply Association (1884), 27 Ch. D. 323; Canadian Oil Works Corporation, Hay's Case (1875), 10 Ch. App. 593; Caerphilly Colliery Co., Pearson's Case (1877), 5 Ch. D. 336; North Australian Co., Archer's Case (1892), 1 Ch. 322). Nor may he accept and hold his qualification shares in trust for and at the will of a pro- moter to whom he has handed blank transfers [London and South Western Canal (1911), 1 Ch. 346]. S. 142 of the Act makes it an offence for any person being an undischarged bankrupt to act as a director of or directly or indirectly to take part in or be concerned in the management of any company without leave of the Court by which he was adjudged bankrupt, but this provision does not apply to a person who was so acting on the 3rd of August 1928, and has continuously so acted since that date where the bankruptcy was prior to that date. In this section, company includes unregistered companies and companies incorporated outside Great Britain which have established a place of business within Great Britain. To avoid inconvenient consequences in cases where a director has inadvertently acted when his appointment or qualification was defective, s. 143 of the Act provides that “The acts of a director or manager shall be valid, notwith- standing any defect that may afterwards be discovered in his appointment or qualification.’ Improperly appointed directors, or directors acting after disqualification, may bind the company by their acts. Persons dealing with the company are not concerned with the indoor management thereof, and the company is bound by con- tracts entered into by such de facto directors on its behalf, unless it can show that the other party knew of the defective appointment [Mahony v. East Holyford Co. (1874), L.R. 7 H.L. 869: Dawson v. African Trading Co. (1898), = Ch.

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