292 SECRETARIAL PRACTICE 
its existence and are therefore immaterial for this purpose. 
It would appear that the company is still entitled to the last 
two privileges, for the sub-section does not state that the 
company shall cease to be a private company, but that certain 
provisions shall apply to the company as if it were not a private 
company. 
Relief from the consequences of default may be granted 
by the Court upon grounds set out in the proviso to s. 27 (3) 
of the Act. 
By s. 111 of the Act a private company is required to 
send with the annual return:—(a) A certificate signed 
by a director or the secretary that the company has 
not, since the date of the last return, or in the case of a first 
return since the incorporation of the company, issued any 
invitation to the public to subscribe for shares or debentures 
of the company; and (b) if the list of members exceeds fifty, 
a similar certificate that the excess consists wholly of em- 
ployees or ex-employees. The object of this provision is 
that the authorities may be satisfied that the company is 
still entitled to the privileges of a private company. 
The reduction of the number of members of a private 
company below two is a ground for the company being 
wound up by the Court [s. 168]. 
Commissions. It has been expressly decided that a private company, 
like any other company, may pay commissions for subscrip- 
tions, or procuring subscriptions for its capital, subject to 
the provisions of s. 43 of the Act [Dominion of Canada 
Trading” Syndicate v. Brigstocke (1911), 2 K.B. 648]. The 
conditions to be complied with are as follows : 
{1) The payment must be authorised by the articles; 
(2) The commission must not exceed ten per cent. of the 
price at which the shares are issued, or the amount or rate 
authorised by the articles, whichever is the less. 
(3) The amount or rate must be disclosed in a statement 
in the form prescribed (see Form 58 in Companies (Forms) 
Order, 1929), signed in the same manner as a statement in lieu 
of prospectus (z.e. by the directors, or their agents authorised 
in writing), and delivered to the Registrar for registration. 
(4) The amount or rate must be disclosed in any circular or 
notice, not being a prospectus, inviting subscriptions. 
(5) The number of shares which persons have agreed for 
a commission to subscribe absolutely must be disclosed in 
like manner