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

292 SECRETARIAL PRACTICE its existence and are therefore immaterial for this purpose. It would appear that the company is still entitled to the last two privileges, for the sub-section does not state that the company shall cease to be a private company, but that certain provisions shall apply to the company as if it were not a private company. Relief from the consequences of default may be granted by the Court upon grounds set out in the proviso to s. 27 (3) of the Act. By s. 111 of the Act a private company is required to send with the annual return:—(a) A certificate signed by a director or the secretary that the company has not, since the date of the last return, or in the case of a first return since the incorporation of the company, issued any invitation to the public to subscribe for shares or debentures of the company; and (b) if the list of members exceeds fifty, a similar certificate that the excess consists wholly of em- ployees or ex-employees. The object of this provision is that the authorities may be satisfied that the company is still entitled to the privileges of a private company. The reduction of the number of members of a private company below two is a ground for the company being wound up by the Court [s. 168]. Commissions. It has been expressly decided that a private company, like any other company, may pay commissions for subscrip- tions, or procuring subscriptions for its capital, subject to the provisions of s. 43 of the Act [Dominion of Canada Trading” Syndicate v. Brigstocke (1911), 2 K.B. 648]. The conditions to be complied with are as follows : {1) The payment must be authorised by the articles; (2) The commission must not exceed ten per cent. of the price at which the shares are issued, or the amount or rate authorised by the articles, whichever is the less. (3) The amount or rate must be disclosed in a statement in the form prescribed (see Form 58 in Companies (Forms) Order, 1929), signed in the same manner as a statement in lieu of prospectus (z.e. by the directors, or their agents authorised in writing), and delivered to the Registrar for registration. (4) The amount or rate must be disclosed in any circular or notice, not being a prospectus, inviting subscriptions. (5) The number of shares which persons have agreed for a commission to subscribe absolutely must be disclosed in like manner

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