Secretarial practice

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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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Document type:: Monograph

Structure type:: Chapter

Title:: Chapter V. Capital and shares

Collection:: Economics Books

CAPITAL AND SHARES 33 A company can only convert all or any of its paid-up shares into stock, and reconvert that stock into shares of any denomination, if it is authorised by its articles to do so. Where the power is not so given, it is not necessary to have the articles varied before the resolution for the conversion is passed. A special resolution passed in the usual way will suffice [Campbell's Case (1873), 9 Ch. App. 1]. The power to convert and reconvert must be exercised by the company in general meeting [s. 50(2)]. Notice of the conversion of shares into stock must be given to the Registrar, as must also notice of reconversions (s. 5I). - After conversion and notice to the Registrar, all the provisions of the Act which are applicable to shares only shall cease as to so much of the capital as is converted into stock; and the register, and the list of members to be forwarded to the Registrar, shall show the amount of stock held by each member instead of the number of shares [ss. 95 (1), 108 (2)]. Throughout the Act, ‘share’ includes stock except where a distinction between stock and share is expressed or implied (s. 380). Stock differs from shares in this respect, ‘that shares are Stock. not necessarily paid up.” ‘Shares are not necessarily con- verted into stock as soon as they are paid up; they may exist either as paid up, or as not paid up shares. But as regards stock, that can only exist in the paid up state.’ ‘Shares in a company, as shares, cannot be bought in small fractions of any amount, fractions of less than a pound, but the consolidated stock of a company can be bought just in the same way as the stock of the public debt can be bought, split up into as many portions as you like, and sub- divided into as small fractions as you please. . . . Inde- pendently of that, however, it possesses all the qualities of shares. It is, in fact, simply a set of shares put together in a bundle’ [per Lord Hatherley, in Morrice v. Aylmer (1875) L.R. 7 H.L. 717, at pp. 724, 725). Stock is ordinarily transferable in the same manner, as shares, but sometimes a minimum amount of stock is fixed, and fractions of £1 are not generally allowed to be dealt with. Stockholders have the same rights as regards dividends and voting as shareholders. Preference and other rights in respect of shares are not affected by their conversion into stock. Warrants to bearer may be issued in respect of stock (see Chapter X). Stock cannot be issued direct; shares must first be issued and then, when fully paid, may be converted into stock. But the direct issue of stock is an irregularity which after Conversion into Stock and re- conversion.

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