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 VI. Prospectus and allotment

Collection:: Economics Books

PROSPECTUS AND ALLOTMENT 47 which he is liable to pay in cash, an amount equal to the amount per share payable by the public on application and allotment (s. 94). 6. A statutory declaration by the secretary or one of the directors in the prescribed form (see Companies (Forms) Order, 1929, Form 43), must be filed with the Registrar (s. 94). This declaration vouches the following facts: (a) the amount offered for public subscription; (b) the amount of the minimum subscription; (c¢) the allotment of a number of shares not less than the minimum subscription; (4) the payment by every director of application and allotment money. Thereupon the Registrar is to issue his certificate entitling Registrar’s the company to commence business, the certificate being Certificate. conclusive evidence that the company is so entitled [s. 94 (3)]. It is important to remember that contracts made by a com- pany before the date at which it is entitled to commence business are provisional only, but become binding on that date [s. 94 (4)). Consequently, if a company is wound up before it becomes entitled to commence business, it is not liable on any of its contracts [Otto Electrical Manufacturing Co. (1906), 2 Ch. 390]. Although the company, before obtaining a certificate entitling it to commence business, may not exercise its borrowing powers, it may nevertheless offer to the public debentures, simultaneously with the offer of shares, may receive application money on debentures, and may allot both shares and debentures {s. 94 (5)]. If a company does not issue a prospectus on or with refer- ence to its formation, but desires to be in a position to allot shares, commence business and exercise its borrowing powers without making a public issue of shares. the necessary forma- lities are as follows: I. A statement in lieu of prospectus must be filled up, and signed by every person named therein as a director or pro- posed director of the company, or by his agent authorised in writing, and filed with the Registrar. The form of the statement in lieu of prospectus, showing the particulars it must contain is to be found in the fifth schedule to the Act [s. 40 (1), 94 (2)]. The restriction on naming a person as a director or proposed director in a prospectus imposed by s. 140 (1) apply (supra p. 45) apply also to a statement in lieu o’ prospectus. The particulars required by s. 40 are to a great extent gtatement identical with those which a prospectus is required to contain in lieu of by s. 35 and the fourth schedule of the Act; but the draftsman Prospectus. of a statement-in-lieu of prospectus must adhere to the form set forth in the fifth schedule. Commence- ment of Business, where no Public Issue.

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