Secretarial practice

Bibliographic data

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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Chapter

Document type:: Monograph

Structure type:: Chapter

Title:: Chapter XIII. Directors

Collection:: Economics Books

DIRECTORS [53 Pass Book, made up to date, should also be produced, and, if necessary, some financial statement in addition should be prepared, in order that the financial position of the company may be perfectly clear. All letters and other documents requiring the attention of the board, including cheques, share certificates, and share warrants for signature, should be ready for immediate production as and when required. A company must have a common seal, upon which its Seal name must be engraved [see s. 93 (1)]. The custody and use of the seal are matters which should be strictly provided for. This is usually provided for by resolution of the board, duly entered upon the minutes. It is common for the seal of a company to be provided with two locks, and the keys of those locks to be kept by the chairman and the secretary respectively, so that the seal cannot be used in any informal or improper manner. A useful provision is to have a duplicate set of the keys deposited with the company’s bankers in case the seal has to be used in the absence of the chairman. Table A, clause 71, provides that the seal shall not be affixed to any instrument except by the authority of a director and of the secretary, or some other person appointed by the directors; and that these persons must sign every instrument to which the seal is so affixed. Special articles frequently vary these provisions, but strict formalities are almost invariably prescribed. A company may also, if it transacts business in foreign countries and is authorised by its articles, have a facsimile thereof, called an official seal for use abroad (s. 32). The facsimile must contain on its face the name of the territory, district or place where it is to be used. The Law of Property Act, 1925, s. 74 (see Appendix M), contains provisions as to the execution of instruments by or on behalf of corporations. A company can take advantage of these provisions, notwithstanding anything in its articles. Sub-section (1) only operates in favour of a purchaser as defined by s. 205 of the same Act. A Seal Book is sometimes kept in which should be entered particulars of the documents to which the seal of the com- pany is affixed. This should contain a description of the document, the date of the resolution authorising its sealing, and the names of those in whose presence the seal was affixc? and who signed the document. It is not advisable to affix the seal of the company un- necessarily to contracts and agreements, since, if sealed, they become liable to be stamped with a deed stamp of 10s. The making of contracts by a company, whether under seal, in Contraets.

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