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 XXII. Private companies

Collection:: Economics Books

PRIVATE COMPANIES 289 ‘(c) prohibits any invitation to the public to subscribe for any shares or debentures of the company.’ The provision as to excluding ex-employees from the computation of the permitted fifty members was added by the 1913 Act, but it does not appear that a company registered before the 1913 Act came into force which has failed to alter its articles so as to exclude ex-employees, as well as employees, from the fifty, has ceased in consequence to be a private company. The provisions as to the certificate mentioned below, required in certain cases by s. 111 of the 1929 Act, seem to support this view. On the registration of a private company the memorandum and the articles need only be subscribed by two persons [s. 1], although there is no objection to a larger number of signa- tories, subject, of course, to the limit of fifty members. A private company may register as a company limited by shares, or a company limited by guarantee with a share capital, or an unlimited company with a share capital. It would seem that it cannot register without a share capital, having regard to the restrictions (a) and (c) (above), which must appear in its articles. On registration, care must be taken to ensure that the articles contain the three necessary provisions set out above. Further, the articles should contain no power to issue share warrants to bearer, inasmuch as the Registrar not un- naturally takes the view that their issue is inconsistent with the status of a private company, since the transfer of the shares specified in warrants could not be restricted. As regards the restriction on transfers, the provision will be complied with by an article, or set of articles, giving to existing members the right of pre-emption. Such pro- visions were common in the articles of the old private com- panies. Or a provision will suffice and will be accepted at Somerset House, which gives to the directors the right at their absolute discretion to refuse to register any transfer of shares. To this, however, it is as well to add words re- quiring them to refuse any transfers, the registration of which would cause the number of members to exceed fifty. The Registrar requires the restrictions to apply to the transfer of all the shares of the company. As to the limit of members, the articles may contain words excluding employees or ex-employees of the company from the limit of fifty, or may limit the number of members to fifty, in which case, if employees or ex-employees hold shares they will count in the fifty. Joint holders rank as a single member [s. 26 \7

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