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 XIX. Reconstruction and schemes of arrangements

Collection:: Economics Books

RECONSTRUCTION 213 though the completion of the winding up will be governed by different sections of the Act. The new company is frequently registered with a name identical with that of the old. This is permissible under s. 17 of the Act, on the old company testifying its consent in such manner as the Registrar may require. Unless the objects of the company are being enlarged, it is often advisable to retain the old name. As regards the distribution of the consideration i.e. of the shares of the new company, amongst the share- holders of the old, it is always better to provide for their allotment direct to the persons entitled, in order to avoid the expense of transfer stamps and fees; but if the shares are partly paid it is especially desirable, in the liquidator’s interest, that this should be done, since he might incur serious liabilities by taking partly paid shares into his own name. A reconstruction of this kind is in general extremely simple, unless more working capital is wanted. Supposing that the sole object of the reconstruction is to enable the company to carry on a class of business which it has no power to carry on, then the memorandum of the new company will be drawn to contain the necessary power, and after the sale is complete a share of the new company will be allotted for each share of the old company of the same value and denomination, and, apart from the matter of dissentients, the result will be that a new company, exactly the same as the old, with the same board, the same capital, the same shareholders, and the same articles, and, perhaps, the same name, will continue to trade with enlarged powers. Or if the object of the reconstruction is to write off 50 per cent. of the capital of the company which has been lost, or is unrepresented by available assets, each shareholder in the old company will receive, say, for every fully-paid £1 share held by him a fully-paid 10s. share in the new company; and, irrespective of this reduction, the same undertaking will be carried on by substantially the same people. A scheme of reconstruction of this kind may not provide Alteration for the division of the shares in the new company among the of Rights. shareholders of the old company, otherwise than in accordance with their rights under the memorandum and articles. This was the decision in Griffith v. Paget [(1877), 5 Ch. D. 894], and if the rights are fixed by the memorandum, and therefore unalterable, this method cannot be used simpliciter where a distribution involving a variation of rights is desired. If, however, the rights are fixed by the articles, either of two clauses common in articles of association will get over the

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