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 293 The secretary of a private company, apart from the Duties of matters specified above, will have the same duties to perform Secretary. as the secretary of any other company, for apart from these matters a private company may do whatever any other company may, and must do whatever any other company must. His work will obviously be lighter in many respects, e.g. in keeping the register posted, in making out the annual summary, and in the matter of transfers. There 1s nothing in the Act to prevent a company, which is not a private company, making in its articles such altera- tions as are necessary to constitute itself a private company, 1.6. by deleting inappropriate provisions, such as provisions relating to share warrants, provisions relating to public issues, and unsuitable provisions relating to transfers, and inserting the provisions required by s. 26, and thereafter claiming the privileges of a private company. The converse case of the transformation of a private com- pany into a public company was expressly provided for by s. 121 (2) of the Act of 1908. That sub-section was repealed by the Act of 1928, and now by s. 27 (1) of the Act of 1929 (see above) a private company automatically becomes a public company if it alters its articles in such manner that they no longer contain the provisions necessary to a private company. Under the Act of 1908 the power of a private company to convert itself into a public company by altering its articles was expressed to be ‘subject to anything con- tained in the memorandum or articles.’ These words are not repeated in s. 27, but, semble, are implied: for if there is in the memorandum an express provision that the company shall always be a private company, that provision would be unalterable [s. 4]; while if there was such a provision in the Articles, it would bind the company until the articles had been amended by deleting the provision in accordance with s. 10. The procedure to enable a private company to become a public company, where the memorandum does not forbid 1s accordingly: {r) If the articles forbid the conversion into a public company, to pass ¢ special resolution deleting ITO- vision; and, in any case, (2) to pass aud file a special resolution in accordance with 5. 27° (3) to file a statement in lieu of prospectus within fourteen days after the last-mentioned special resolution has been passed [.. ~7 and third Sched:ila]

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