Full text: Secretarial practice

THE REGISTRATION OF COMPANIES 7 
[f the memorandum is accompanied by articles (which 
is obligatory except in the case of a company limited 
by shares), the articles must be printed and stamped 
as if they were contained in a deed, and signed by 
the subscribers to the memorandum, and be expressed 
in separate paragraphs numbered consecutively, and 
the signature of each subscriber must be in the pres- 
ence of, and attested by, at least one witness (s. 9). 
If there are no articles accompanying the memorandum 
the new Table A, which is the model set of articles 
scheduled to the Companies Act, 1929, will constitute 
the articles of the company (ss. 6, 8). In the case of a 
private company, the articles must contain provisions 
(a) restricting the right to transfer its shares; (b) 
limiting the number of its members (exclusive of 
employees and ex-employees) to 50; (c) prohibiting 
any public issue of shares or debentures (s. 26) : 
‘debentures’ includes debenture stock, bonds and any 
sther securities of a company whether constituting a 
charge on the assets of the company or not. 
5. The memorandum and the articles (if any) must be 
delivered to the Registrar (s. 12). 
6. A statutory declaration, by a solicitor engaged in the 
formation of the company, or by a person named 
in the articles as a director or secretary of the 
company, of compliance with all or any of the 
requirements of the Act, in respect of registration and 
of matters precedent and incidental thereto, must be 
sroduced to the Registrar [s. 15 (2)]. 
7. 
Except in the case of a private company, every person 
appointed a director by the articles, or named in the 
prospectus or statement in lieu of prospectus as a 
director or proposed director of a company, or in the 
case of an intended company as a proposed director must 
by himself or his agent, authorised in writing, sign 
and deliver to the Registrar for registration, a consent 
to act: and unless he has already signed the memor- 
andum for a number of shares not less than the qualifica- 
tion (if any), sign and deliver to the Registrar for 
registration an undertaking in writing to take from the 
company and pay for his qualification shares (if any); 
and a list of the persons who have consented to be 
directors of the company must be delivered to the 
Registrar by the applicant for registration (s. 140).
	        
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