380 
SECRETARIAL PRACTICE 
Seimiiance 27.—(1) If a company, being a private company, alters its articles 
pany ceases to ill such manner that they no longer include the provisions which, 
De, oo enjoy under the last foregoing section of this Act, are required to be 
ary included in the articles of a company in order to constitute it a 
private company, the company shall, as on the date of the alteration, 
cease to be a private company and shall within a period of fourteen 
days after the said date, deliver to the registrar of companies for 
registration a prospectus or a statement in lieu of prospectus in 
the form and containing the particulars set out in the Third Schedule 
to this Act. 
(2) If default is made in complying with sub-section (1) of 
this section, the company and every officer of the company who 
is in default shall be liable to a default fine of fifty pounds. 
(3) Where the articles of a company include the provisions 
aforesaid but default is made in complying with any of those provi- 
sions, the company shall cease to be entitled to the privileges and 
exemptions conferred on private companies under the provisions 
contained in section twenty-eight, subsection (3) of section one 
hundred and ten, subsection (1) of section one hundred and thirty 
and paragraph (4) of section one hundred and sixty-eight of this 
Act, and thereupon the said provisions shall apply to the company 
as if it were not a private company: 
Provided that the court, on being satisfied that the failure 
to comply with the conditions was accidental or due to inadvertence 
or to some other sufficient cause, or that on other grounds it is just 
and equitable to grant relief, may, on the application of the company 
or any other person interested and on such terms and conditions 
as seem to the court just and expedient, order that the company 
be relieved from such consequences as aforesaid. 
Reduction of Number of Members below Legal Minimum. 
Prohibition of 28. Ifatany time the number of members of a company is reduced, 
Sh in the case of a private company, below two, or, in the case of any 
usiness with . . 7 
fewer than seven Other company, below seven, and it carries on business for more 
ne case of than six months while the number is so reduced, every person 
pany, two who is a member of the company during the time that it so carries 
members. on business after those six months and is cognisant of the fact 
that it is carrying on business with fewer than two members, or 
seven members, as the case may be, shall be severally liable for the 
payment of the whole debts of the company contracted during 
that time, and may be severally sued therefor. 
Contracts, &c. 
Form of 29.—(1) Contracts on behalf of a company may ‘be made as 
contracts, follows :— 
(a) A contract which if made between private persons would 
be by law required to be in writing, and if made according 
to English law to be under seal, may be made on behalf of 
the company in writing under the common seal of the 
company: