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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Chapter

Document type:: Monograph

Structure type:: Chapter

Title:: Chapter VI. Prospectus and allotment

Collection:: Economics Books

Tv SECRETARIAL PRACTICE 2. Where a company does not issue a prospectus on or with reference to its formation, or where it has issued such a prospectus, but has not proceeded to allot any of the shares offered to the public for subscription the statement in lieu must be filed before any allotment of shares or debentures can be made [s. 40 (1)], or the allotment may be void [ Jubilee Cotton Mills (1924), A.C. 958]. But if the statement is filed but is incorrect, a subsequent allotment is not invalid [Blair Open Hearth Furnace Co. (1914), 1 Ch. 390]. It would seem that a statement in lieu of prospectus must be filed though the company on its formation agree to allot shares with a view to the same being offered for sale and the offer for sale is filed pursuant to s. 38; for although the offer for sale is for all purposes to be deemed a prospectus issued by the company, it is an offer of shares for purchase, not for subscription and the offer for sale can hardly be said to be a prospectus issued by the company on or with reference to its formation. 3. Every director must, unless he has already done so, pay to the company on each of the shares taken or contracted to be taken by him, and for which he is liable to pay in cash, an amount equal to the amount per share payable on application and allotment on the shares payable in cash [s. 94 (2)]. 4. A statutory declaration [Form 444, Companies (Forms) Order, 1929], similar in most respects to that which must be filed by a company making a public issue, but with the necessary differences, must be filed with the Registrar, who will then issue his certificate entitling the company to com- mence business. It should be noted that under the Act of 1929 in the case of a company which does not invite public subscriptions a minimum subscription is not a condition precedent to ob- taining a certificate that the company is entitled to commence business. In this case also contracts made by the company before the date at which it becomes entitled to commence business are provisional only, but become binding on that date. Contracts referred to in a prospectus or statement in lieu of prospectus cannot be varied prior to the statutory meeting (s. 113) except subject to the approval of that meeting (s. 36). Restrictions ~~ There are very stringent provisions of the Act as to first as to allotments. S. 39 (4) provides that, in the case of a company Allotment. 13king an initial public issue of shares, if the minimum subscription has not been subscribed, and the application money received, within forty days from the first issue of the prospectus (i.e. primd facie the date of the prospectus) all the

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