OTHER MATTERS RELATING TO SHARES 103 
from s. 108 (3) (5), or from the statutory form of annual 
summary, and need not be set out here. Amongst the par- 
ticulars required by s. 108 are the particulars required by 
s. 144 to be included in the Register of Directors. This 
section is discussed on p. 149, but it may usefully be pointed 
out here that under subsection 6 of that section a person 
in accordance with whose directions or instructions the 
directors are accustomed to act is himself to be deemed a 
director and officer of the company. See also s. 110 (5). 
One difficulty may be mentioned: section 108 (3) (f) requires 
particulars of ‘the total amount of the sums, if any, paid by 
way of commission in respect of any shares or debentures, 
without any limitation to the period since the date of the 
last return. The form apparently contemplates the par- 
ticulars of commissions paid being limited to sums paid 
since the date of the last return. In view of the wording 
of the section, however, it would appear that the words 
‘since the date of the last return’ in the form must be con- 
strued as applying only to discounts on debentures. This 
difficulty did not arise on s. 26 of the Act of 1908, and the 
omission of the words since the date of the last return from 
s. 108 (2) (f) was probably a slip. 
Except in the case of a private company or an assurance 
company which has complied with s. 7 (4) of the Assurance 
Companies Act 190g, the return must also include a written 
copy of the last audited balance sheet, including every 
document required by law to be annexed thereto (see p. 180) 
and the auditors’ report thereon. ‘Written’ includes printed 
but the Registrar requires a printed copy which is filed, to 
be signed by the auditors. Such a copy must be certified 
as correct by a director or the manager or secretary of the 
company, and if the balance sheet is in a foreign language, 
an English translation, certified in the prescribed manner, 
must also be annexed. The form of certificate required by 
the Registrar is: ‘certified true copy of the last audited 
balance sheet and of the auditors’ certificate thereon.’ 
If the last balance sheet did not comply with the require- 
ments of the law in force at the date of the audit with respect 
to the form of balance sheets, the requisite corrections must 
be made in the copy to bring it into conformity with such law 
and the fact that the copy has been so amended must be 
stated thereon. 
The provisions of s. 98 subsections (2) and (3) as to copies 
of the register apply to the annual return [s. 110 (2)]. 
An annual return is now required of companies not having 
share capital. but the particulars required to be included 
2 
Statement 
in form of 
Balance 
Sheet. 
Annual 
Return of 
Companies 
not having 
Share 
Lapital.