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 V. Capital and shares

Collection:: Economics Books

CAPITAL AND SHARES 3 / fixed amount. S.62 of the Act provides that ‘ the shares or other interest of any member in a company shall be personal estate, transferable in manner provided by the articles of the com- pany, and shall not be of the nature of real estate,” and also that ‘each share in a company having a share capital shall be distinguished by its appropriate number.’ Shares, being personal property, pass on death to the executor or administrator of the deceased in trust for the legatees or next of kin. They are choses in action, and are therefore not within the order or disposition clause of the Bankruptcy Act, 1883, S. 44 (now s. 38 of the Act of 1914) [Colonial Bank v. Whinney (1886), 1x A.C. 426]. For a discussion as to the precise nature of a share, and the interest which its possession gives to the shareholder in a company, see Borland’s Trustee v. Steel Brothers (1901, 1 Ch. 279). Shares may be divided into different classes, and the rights of each class may be defined by the memorandum or articles, or in the case of shares created on an increase of capital by the resolution effecting the increase. If defined by the memorandum, the rights conferred are unalterable [Ashbury v. Watson (1885), 30 Ch. D. 376]; except in the case of a scheme of arrangement under s. 153 [Schweppes (1914), I Ch. 322; J. A. Nordberg (1915), 2 Ch. 439], or where the memorandum itself also authorises alterations [re Welsbach Incandescent Co. (1904), 1 Ch. 87]. If defined only by the articles or a resolution of the company, the rights are subject to alteration, effected in accordance with the articles, or by special resolution [Andrews v. Gas Meter Co. (1897), 1 Ch. 361.) The memorandum or, where the capital is not divided into two classes of shares by the memorandum, the articles usually contain a provision authorising the variation of the rights attached to any class of shares subject to the consent of a specified proportion of the holders of the issued shares of the class or to the sanction of a resolution passed at a separate meeting of the holders of shares of the class. The Companies (Consolidation) Act 1908 contained no provision enabling a dissentient minority to appeal to the Court but under s. 61 of the Act of 1929 the holders of not less in the aggregate than fifteen per cent. of the issued shares of the class, being persons who did not consent to, or vote in favour of the resolution for, the variation, may apply to the Court to have the variation cancelled and where any such appli- cation is made, the variation will not take effect unless and until it is confirmed by the Court. An application under Classes of Shares.

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