LegalizeCompanies Act , 1963
Unless a poll is so demanded, a declaration by the chairman that a resolution has, on a show of hands, been carried or carried unanimously or by a particular majority or lost, and an entry to that effect in the book containing the minutes of proceedings of the company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.
The demand for a poll may be withdrawn.
Except as provided in article 19, if a poll is duly demanded it shall be taken in such manner as the chairman directs and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
Where there is an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote.
A poll demanded on the election of a chairman, or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the meeting directs, and any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll.
Subject to section 141 of the Act, a resolution in writing signed by all the members for the time being entitled to attend and vote on such resolution at a general meeting (or being bodies corporate by their duly authorised representatives) shall be as valid and effective for all purposes as if the resolution had been passed at a general meeting of the company duly convened and held, and if described as a special resolution shall be deemed to be a special resolution within the meaning of the Act.
Votes of Members.
Every member shall have one vote.
A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee, receiver, guardian, or other person appointed by that court, and any such committee, receiver, guardian, or other person may vote by proxy on a show of hands or on a poll.
No member shall be entitled to vote at any general meeting unless all moneys immediately payable by him to the company have been paid.
No objection shall be raised to the qualification of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the chairman of the meeting whose decision shall be final and conclusive.
Votes may be given either personally or by proxy.
The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing, or, if the appointer is a body corporate, either under seal or under the hand of an officer or attorney duly authorised. A proxy need not be a member of the company.
The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the office or at such other place within the State as is specified for that purpose in the notice convening the meeting not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or, in the case of a poll, not less than 48 hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid.
An instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances permit—
“
Limited.
I/We __________ of _________ in the County of ___, being a member/ members of the above-named company hereby appoint ______ of __________ or failing him, _________ of ____________
as my/our proxy to vote for me/us on my/our behalf at the (annual or extraordinary, as the case may be) general meeting of the company to be held on the _____ day of ____, 19_ and at any adjournment thereof.
Signed this __ day of __, 19_
| This form is to be used | *in favour of/against | the resolution. Unless otherwise instructed the proxy will vote as he thinks fit. |
|---|---|---|
*Strike out whichever is not desired.”
The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.
A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, if no intimation in writing of such death, insanity or revocation as aforesaid is received by the company at the office before the commencement of the meeting or adjourned meeting at which the proxy is used.
Bodies Corporate acting by Representatives at Meetings.
Any body corporate which is a member of the company may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the company, and the person so authorised shall be entitled to exercise the same powers on behalf of the body corporate which he represents as that body corporate could exercise if it were an individual member of the company.
Directors.
The number of the directors and the names of the first directors shall be determined in writing by the subscribers of the memorandum of association or a majority of them.
The remuneration of the directors shall from time to time be determined by the company in general meeting. Such remuneration shall be deemed to accrue from day to day. The directors may also be paid all travelling, hotel and other expenses properly incurred by them in attending and returning from meetings of the directors or any committee of the directors or general meetings of the company or in connection with the business of the company.
Borrowing Powers.
The directors may exercise all the powers of the company to borrow money and to mortgage or charge its undertaking and property or any part thereof, and to issue debentures, debenture stock and other securities, whether outright or as security for any debt, liability or obligation of the company or of any third party.
Powers and Duties of Directors.
The business of the company shall be managed by the directors, who may pay all expenses incurred in promoting and registering the company, and may exercise all such powers of the company as are not by the Act or by these articles required to be exercised by the company in general meeting, subject nevertheless to the provisions of the Act and of these articles and to such directions, being not inconsistent with the aforesaid provisions, as may be given by the company in general meeting: but no direction given by the company in general meeting shall invalidate any prior act of the directors which would have been valid if that direction had not been given.
The directors may from time to time and at any time by power of attorney appoint any company, firm or person or body of persons, whether nominated directly or indirectly by the directors, to be the attorney or attorneys of the company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these articles) and for such period and subject to such conditions as they may think fit, and any such powers of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the directors may think fit, and may also authorise any such attorney to delegate all or any of the powers, authorities and discretions vested in him.
All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for moneys paid to the company, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, by such person or persons and in such manner as the directors shall from time to time by resolution determine.
The directors shall cause minutes to be made in books provided for the purpose—
(a) of all appointments of officers made by the directors;
(b) of the names of the directors present at each meeting of the directors and of any committee of the directors;
(c) of all resolutions and proceedings at all meetings of the company, and of the directors and of committees of directors.
Disqualification of Directors.
The office of director shall be vacated if the director—
(a) without the consent of the company in general meeting holds any other office or place of profit under the company; or
(b) is adjudged bankrupt in the State or in Northern Ireland or Great Britain or makes any arrangement or composition with his creditors generally; or
(c) becomes prohibited from being a director by reason of any order made under section 184 of the Act; or
(d) becomes of unsound mind; or
(e) resigns his office by notice in writing to the company; or
(f) is convicted of an indictable offence unless the directors otherwise determine; or
(g) is directly or indirectly interested in any contract with the company and fails to declare the nature of his interest in manner required by section 194 of the Act.
Voting on Contracts.
A director may vote in respect of any contract in which he is interested or any matter arising thereout.
Rotation of Directors.
At the first annual general meeting of the company, all the directors shall retire from office and at the annual general meeting in every subsequent year one-third of the directors for the time being, or, if their number is not three or a multiple of three, then the number nearest one-third, shall retire from office.
The directors to retire in every year shall be those who have been longest in office since the last election, but as between persons who became directors on the same day, those to retire shall (unless they otherwise agree amongst themselves) be determined by lot.
A retiring director shall be eligible for re-election.
The company, at the meeting at which a director retires in manner aforesaid, may fill the vacated office by electing a person thereto, and in default the retiring director shall, if offering himself for re-election, be deemed to have been re-elected, unless at such meeting it is expressly resolved not to fill such vacated office or unless a resolution for the re-election of such director has been put to the meeting and lost.
No person other than a director retiring at the meeting shall, unless recommended by the directors, be eligible for election to the office of director at any general meeting unless, not less than 3 nor more than 21 days before the date appointed for the meeting, there has been left at the office notice in writing, signed by a member duly qualified to attend and vote at the meeting for which such notice is given, of his intention to propose such a person for election, and also notice in writing signed by that person of his willingness to be elected.
The company may from time to time by ordinary resolution increase or reduce the number of directors, and may also determine in what rotation the increased or reduced number is to go out of office.
The directors shall have power at any time, and from time to time, to appoint any person to be a director, either to fill a casual vacancy or as an addition to the existing directors, but so that the total number of directors shall not at any time exceed the number fixed in accordance with these articles. Any director so appointed shall hold office only until the next annual general meeting, and shall then be eligible for re-election, but shall not be taken into account in determining the directors who are to retire by rotation at such meeting.
The company may by ordinary resolution of which extended notice has been given in accordance with section 142 of the Act remove any director before the expiration of his period of office, notwithstanding anything in these articles or in any agreement between the company and such director. Such removal shall be without prejudice to any claim such director may have for damages for breach of any contract of service between him and the company.
The company may by ordinary resolution appoint another person in place of a director removed from office under article 48. Without prejudice to the powers of the directors under article 47, the company in general meeting may appoint any person to be a director, either to fill a casual vacancy or as an additional director. A person appointed in place of a director so removed or to fill such a vacancy shall be subject to retirement at the same time as if he had become a director on the day on which the director in whose place he is appointed was last elected a director.
Proceedings of Directors.
The directors may meet together for the despatch of business, adjourn and otherwise regulate their meetings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. Where there is an equality of votes, the chairman shall have a second or casting vote. A director may, and the secretary on the requisition of a director shall, at any time summon a meeting of the directors. If the directors so resolve it shall not be necessary to give notice of a meeting of directors to any director who being resident in the State is for the time being absent from the State.
The quorum necessary for the transaction of the business of the directors may be fixed by the directors, and unless so fixed shall be two.
The continuing directors may act notwithstanding any vacancy in their number but, if and so long as their number is reduced below the number fixed by or pursuant to the articles of the company as the necessary quorum of directors, the continuing directors or director may act for the purpose of increasing the number of directors to that number or of summoning a general meeting of the company, but for no other purpose.
The directors may elect a chairman of their meetings and determine the period for which he is to hold office; but, if no such chairman is elected, or if at any meeting the chairman is not present within 5 minutes after the time appointed for holding the same, the directors present may choose one of their number to be chairman of the meeting.
The directors may delegate any of their powers to committees consisting of such member or members of the board as they think fit; any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed on it by the directors.
A committee may elect a chairman of its meetings; if no such chairman is elected, or if at any meeting the chairman is not present within 5 minutes after the time appointed for holding the same, the members present may choose one of their number to be chairman of the meeting.
A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present, and when there is an equality of votes, the chairman shall have a second or casting vote.
All acts done by any meeting of the directors or of a committee of directors or by any person acting as a director shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a director.
A resolution in writing, signed by all the directors for the time being entitled to receive notice of a meeting of the directors, shall be as valid as if it had been passed at a meeting of the directors duly convened and held.
Secretary.
The secretary shall be appointed by the directors for such term and at such remuneration and upon such conditions as they may think fit; and any secretary so appointed may be removed by them.
A provision of the Act or these articles requiring or authorising a thing to be done by or to a director and the secretary shall not be satisfied by its being done by or to the same person acting both as director and as, or in place of, the secretary.
The Seal.
The seal shall be used only by the authority of the directors or of a committee of directors authorised by the directors in that behalf, and every instrument to which the seal shall be affixed shall be signed by a director and shall be countersigned by the secretary or by a second director or by some other person appointed by the directors for the purpose.
Accounts.
The directors shall cause proper books of account to be kept relating to—
(a) all sums of money received and expended by the company and the matters in respect of which the receipt and expenditure takes place;
(b) all sales and purchases of goods by the company; and
(c) the assets and liabilities of the company.
Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the company's affairs and to explain its transactions.
The books of account shall be kept at the office or, subject to section 147 of the Act, at such other place as the directors think fit, and shall at all reasonable times be open to the inspection of the directors.
The directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the company or any of them shall be open to the inspection of members not being directors, and no member (not being a director) shall have any right of inspecting any account or book or document of the company except as conferred by statute or authorised by the directors or by the company in general meeting.
The directors shall from time to time in accordance with sections 148, 150, 157 and 158 of the Act cause to be prepared and to be laid before the annual general meeting of the company such profit and loss accounts, balance sheets, group accounts and reports as are required by those sections to be prepared and laid before the annual general meeting of the company.
A copy of every balance sheet (including every document required by law to be annexed thereto) which is to be laid before the annual general meeting of the company together with a copy of the directors' report and auditors' report shall, not less than 21 days before the date of the annual general meeting, be sent to every person entitled under the provisions of the Act to receive them.
Audit.
Auditors shall be appointed and their duties regulated in accordance with sections 160 to 163 of the Act.
Notices.
A notice may be given by the company to any member either personally or by sending it by post to him to his registered address. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the notice, and to have been effected in the case of a notice of a meeting at the expiration of 24 hours after the letter containing the same is posted and in any other case at the time at which the letter would be delivered in the ordinary course of post.
Notice of every general meeting shall be given in any manner hereinbefore authorised to—
(a) every member;
(b) every person being a personal representative or the Official Assignee in bankruptcy of a member where the member but for his death or bankruptcy would be entitled to receive notice of the meeting; and
(c) the auditor for the time being of the company.
No other person shall be entitled to receive notices of general meetings.
Names, Addresses and Descriptions of Subscribers.
| 1. Charles O'Brien of _ in the County of _ University Professor. 2. Francis Power of in the County of Research Chemist. 3. James O'Connor of __ in the County of _ Biologist. 4. Thomas Daly of in the County of _ Science Teacher. 5. Richard O'Donnell of in the County of Librarian. 6. Joseph Murray of in the County of _ Physicist. 7. Michael Nolan of in the County of Statistician. Dated the _ day of ___, 19 _____ Witness to the above signatures: Name: Address: |
|---|
TABLE D.
Memorandum of Association.
The name of the company is “The Western Counties Tourist Development Company, Limited.”
The objects for which the company is established are the promotion of tourism in the western counties of Ireland by providing facilities for tourists, and the doing of all such other things as are incidental or conducive to the attainment of the above object.
The liability of the members is limited.
Every member of the company undertakes to contribute to the assets of the company in the event of its being wound up while he is a member, or within one year afterwards, for payment of the debts and liabilities of the company contracted before he ceases to be a member, and the costs, charges and expenses of winding up, and for the adjustment of the rights of the contributories among themselves, such amount as may be required, not exceeding £5.
The share capital of the company is £10,000 divided into 10,000 shares of £1 each.
We, the several persons whose names and addresses are subscribed, wish to be formed into a company in pursuance of this memorandum of association, and we agree to take the number of shares in the capital of the company set opposite our respective names.
| Names, Addresses and Descriptions of Subscribers. | Number of shares taken by each subscriber |
|---|---|
| 1. Patrick Walsh of __ in the County of _____ Solicitor | 100 |
| 2. Thomas Murphy of __ in the County of ____ Hotel Proprietor | 500 |
| 3. James Ryan of _ in the County of _ Engineer | 45 |
| 4. Francis O'Brien of __ in the County of ____ Travel Agent | 100 |
| 5. Thomas Duffy of __ in the County of ____ Farmer | 100 |
| 6. Joseph Moran of __ in the County of ____ Architect | 150 |
| 7. Martin O'Reilly of __ in the County of ____ Clerk | 5 |
| Total shares taken | 1,000 |
| Dated the ___ day of __, 19 ______ Witness to the above signatures: Name: Address: |
Articles of Association to accompany preceding Memorandum of Association where the company is not a private company.
The number of members with which the company proposes to be registered is 100 but the directors may from time to time register an increase of members.
The regulations of Table A, Part I, set out in the First Schedule to the Companies Act, 1963, shall be deemed to be incorporated with these articles and shall apply to the company.
Names, Addresses and Descriptions of Subscribers.
Patrick Walsh of __ in the County of ____ Solicitor.
Thomas Murphy of _ in the County of ____ Hotel Proprietor.
James Ryan of __ in the County of ____ Engineer.
Francis O'Brien of __ in the County of ___ Travel Agent.
Thomas Duffy of _ in the County of ______ Farmer.
Joseph Moran of __ in the County of ____ Architect.
Martin O'Reilly of _ in the County of ______ Clerk.
Dated the ___ day of ___, 19 ___
Witness to the above signatures:
Name:
Address:
Articles of Association to accompany preceding Memorandum of Association where the company is a private company.
The number of members with which the company proposes to be registered is 40 but the directors may from time to time, subject to Article 2, register an increase of members.
The regulations of Table A, Part II, set out in the First Schedule to the Companies Act, 1963, shall be deemed to be incorporated with these articles and shall apply to the company.
Names, Addresses and Descriptions of Subscribers.
Patrick Walsh of __ in the County of _____ Solicitor.
Thomas Murphy of __ in the County of ____ Hotel Proprietor.
James Ryan of __ in the County of ____ Engineer.
Francis O'Brien of _ in the County of _ Travel Agent.
Thomas Duffy of _ in the County of _ Farmer.
Joseph Moran of _ in the County of ______ Architect.
Martin O'Reilly of __ in the County of ____ Clerk.
Dated the _ day of ___, 19 _
Witness to the above signatures:
Name:
Address:
TABLE E.
Memorandum of Association.
The name of the company is “The Turf Harvester Company”.
The objects for which the company is established are the development of improved methods of cutting and harvesting turf and the doing of all such things as are incidental or conducive to the attainment of the above object.
We, the several persons whose names and addresses are subscribed, wish to be formed into a company in pursuance of this memorandum of association, and we agree to take the number of shares in the capital of the company set opposite our respective names.
| Names, Addresses and Descriptions of Subscribers. | Number of Shares taken by each Subscriber |
|---|---|
| 1. Patrick O'Connor of __ in the County of ____, Merchant | 100 |
| 2. Joseph O'Brien of __ in the County of ____, Solicitor | 500 |
| 3. Thomas Ryan of __ in the County of ____, Engineer | 50 |
| 4. James Murphy of __ in the County of ____, Engineer | 500 |
| 5. Patrick Nolan of_ in the County of ____, Farmer | 350 |
| 6. James Byrne of __ in the County of ____, Metal Worker | 50 |
| 7. James Duffy of __ in the County of ____, Farmer | 50 |
| Total shares taken | 1,600 |
| Dated the ___ day of __, 19 ___ Witness to the above signatures: Name: Address: |
Articles of Association to accompany preceding Memorandum of Association where the company is not a private company.
The number of members with which the company proposes to be registered is 100 but the directors may from time to time register an increase of members.
The share capital of the company is £10,000 divided into 10,000 shares of £1 each.
The company may by special resolution—
(a) increase the share capital by such sum to be divided into shares of such amount as the resolution may prescribe;
(b) consolidate its shares into shares of a larger amount than its existing shares;
(c) subdivide its shares into shares of a smaller amount than its existing shares;
(d) cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person;
(e) reduce its share capital in any way.
Subject to sections 133 and 141 of the Act, an annual general meeting and a meeting called for the passing of a special resolution shall be called by 21 days' notice in writing at the least, and a meeting of the company other than—
(a) an annual general meeting, or
(b) a meeting for the passing of a special resolution;
shall be called by 7 days' notice in writing at the least. The notice shall be exclusive of the day on which it is served or deemed to be served and of the day for which it is given, and, shall specify the place, the day and the hour of the meeting, and, in the case of special business, the general nature of that business, and shall be given in manner authorised by these articles to such persons as are, under the articles of the company, entitled to receive such notices from the company.
The regulations of Table A, Part I, set out in the First Schedule to the Companies Act, 1963 (other than regulations 40 to 46 (inclusive) and 51) shall be deemed to be incorporated with these articles and shall apply to the company.
Names, Addresses and Descriptions of Subscribers.
Patrick O'Connor of __ in the County of ____ Merchant.
Joseph O'Brien of _ in the County of ______ Solicitor.
Thomas Ryan of _ in the County of _ Engineer.
James Murphy of __ in the County of ____ Engineer.
Patrick Nolan of __ in the County of ______ Farmer.
James Byrne of __ in the County of _____, Metal Worker.
James Duffy of __ in the County of _____, Farmer.
Dated the ___ day of __, 19 ___
Witness to the above signatures:
Name:
Address:
Articles of Association to accompany preceding Memorandum of Association where the company is a private company.
The number of members with which the company proposes to be registered is 40 but the directors may from time to time, subject to Article 4, register an increase of members.
The share capital of the company is £10,000 divided into 10,000 shares of £1 each.
The company may by special resolution—
(a) increase the share capital by such sum to be divided into shares of such amount as the resolution may prescribe;
(b) consolidate its shares into shares of a larger amount than its existing shares;
(c) subdivide its shares into shares of a smaller amount than its existing shares;
(d) cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person;
(e) reduce its share capital in any way.
The regulations of Table A, Part II set out in the First Schedule to the Companies Act, 1963, (with the exception of regulations 40 to 46 (inclusive) of Part I of that Table), shall be deemed to be incorporated with these articles and shall apply to the company.
Names, Addresses and Descriptions of Subscribers.
Patrick O'Connor of__ in the County of____, Merchant.
Joseph O'Brien of__in the County of____, Solicitor.
Thomas Ryan of__ in the County of____, Engineer.
James Murphy of__ in the County of____, Engineer.
Patrick Nolan of__ in the County of____, Farmer.
James Byrne of__ in the County of____, Metal Worker.
James Duffy of__ in the County of____, Farmer.
Dated the __ day of __, 19 __
Witness to the above signatures:
Name:
Address:
SECOND SCHEDULE. Form of Statement in lieu of Prospectus to be delivered to Registrar by a Private Company on becoming a Public Company and Reports to be set out therein.
Form of Statement and Particulars to be contained therein.
THE COMPANIES ACT, 1963.
Statement in lieu of prospectus delivered for registration by
(Insert the name of the company)
Pursuant to section 35 of the Companies Act, 1963.
Delivered for registration by
| 1.The nominal share capital of the company. | 1.£ | ||
|---|---|---|---|
| 2.Divided into | 2.Shares of £ | each | |
| ””£ | each | ||
| 3.Amount, if any, of above capital which consists of redeemable preference shares. | 3.Shares of £ | each | |
| 4.The earliest date on which the company has power to redeem these shares. | 4. | ||
| 5.Names, descriptions and addresses of directors or proposed directors. | 5. | ||
| 6.Number of shares issued and amounts paid up thereon. | 6. shares of £ | ||
| on which £ | paid up. | ||
| shares of £ | |||
| on which £ | paid up. | ||
| 7.Amount of commissions paid or payable in connection with the issue of any shares or debentures. | 7.£ | ||
| 8.Amount of discount, if any, allowed on the issue of any shares, or so much thereof as has not been written off at the date of the statement. | 8.£ | ||
| 9.Unless more than 2 years have elapsed since the date on which the company was entitled to commence business:— | 9. | ||
| (a) Amount of preliminary expenses. | (a) £ | ||
| (b) By whom these expenses have been paid or are payable. | (b) | ||
| (c) Amount paid to any promoter. | (c) Name of promoter: Amount £ | ||
| (d) Consideration for the payment. | (d) Consideration: | ||
| (e) Any other benefit given to any promoter. | (e) Name of promoter: Nature and value of benefit: | ||
| (f) Consideration for giving of benefit. | (f) Consideration: | ||
| 10.If the share capital of the company is divided into different classes of shares, the right of voting at meetings of the company conferred by and the rights in respect of capital and dividends attached to the several classes of shares respectively. | 10. | ||
| 11.Number and amount of shares and debentures issued within the 2 years preceding the date of this statement as fully or partly paid up otherwise than for cash or agreed to be so issued at the date of this statement. | 11.(a) | shares of £ | |
| fully paid | |||
| (b) shares upon which | |||
| £per share credited as paid. | |||
| (c) debentures £ | |||
| Consideration for the issue of those shares or debentures. | (d) Consideration | ||
| 12.(a) Number, description and amount of any shares or debentures which any person has or is entitled to be given an option to subscribe for, or to acquire from a person to whom they have been allotted or agreed to be allotted with a view to his offering them for sale. | 12.(a) shares of £ and debentures of £ | ||
| (b) Period during which option is exercisable. | (b) Until | ||
| (c) Price to be paid for shares or debentures subscribed for or acquired under option. | (c) | ||
| (d) Consideration for option or right to option. | (d) Consideration: | ||
| (e) Persons to whom option or right to option was given or, if given to existing shareholders or debenture holders as such, the relevant shares or debentures. | (e) Names and addresses: | ||
| 13.(a) Names and addresses of vendors of property (1) purchased or acquired by the company within the 2 years preceding the date of this statement or (2) agreed or proposed to be purchased or acquired by the company, except where the contract for its purchase or acquisition was entered into in the ordinary course of business and there is no connection between the contract and the company ceasing to be a private company or where the amount of the purchase money is not material. | 13.(a) | ||
| (b) Amount (in cash, shares or debentures) paid or payable to each separate vendor. | (b) | ||
| (c) Amount paid or payable in cash, shares or debentures for any such property, specifying the amount paid or payable for goodwill. | (c) Total | purchase | price |
| £ ___ | |||
| Cash | £ | ||
| Shares | £ | ||
| Debentures | £ ___ | ||
| Goodwill | £ ___ | ||
| 14.Short particulars of any transaction relating to any such property which was completed within the 2 preceding years and in which any vendor to the company or any person who is, or was at the time thereof, a promoter, director or proposed director of the company, had any interest direct or indirect. | 14. | ||
| 15.Dates of, parties to, and general nature of every material contract (other than contracts entered into in the ordinary course of business carried on or intended to be carried on by the company or entered into more than 2 years before the delivery of this statement). | 15. | ||
| 16.Time and place at which the contracts or copies thereof may be inspected or (1) in the case of a contract not reduced into writing, a memorandum giving full particulars thereof, and (2) in the case of a contract wholly or partly in a language other than English or Irish, a copy of a translation thereof in English or Irish or embodying a translation in English or Irish of the parts not in English or Irish, as the case may be, being a translation certified in the prescribed manner to be a correct translation. | 16. | ||
| 17.Names and addresses of the auditors of the company. | 17. | ||
| 18.Full particulars of the nature and extent of the interest of every director in any property purchased or acquired by the company within the 2 years preceding the date of this statement or proposed to be purchased or acquired by the company or, where the interest of such a director consists in being a partner in a firm, the nature and extent of the interest of the firm, with a statement of all sums paid or agreed to be paid to him or to the firm in cash or shares or otherwise by any person either to induce him to become, or to qualify him as, a director, or otherwise for services rendered or to be rendered to the company by him or by the firm. | 18. | ||
| 19. Rates of the dividends, if any, paid by the company in respect of each class of shares in the company in each of the 5 financial years immediately preceding the date of this statement or since the incorporation of the company whichever period is the shorter. | 19. | ||
| 20.Particulars of the cases in which no dividends have been paid in respect of any class of shares in any of these years. | 20. | ||
| (Signatures of the persons above-named as directors or proposed directors or of their agents authorised in writing). | __ __ ____ | ||
| Date |
Reports to be set out.
If unissued shares or debentures of the company are to be applied in the purchase of a business, a report made by accountants (who shall be named in the statement) upon—
(a) the profits or losses of the business in respect of each of the 5 financial years immediately preceding the delivery of the statement to the registrar; and
(b) the assets and liabilities of the business at the last date to which the accounts of the business were made up.
(1) If unissued shares or debentures of the company are to be applied directly or indirectly in any manner resulting in the acquisition of shares in a body corporate which by reason of the acquisition or anything to be done in consequence thereof or in connection therewith will become a subsidiary of the company, a report made by accountants (who shall be named in the statement) upon the profits and losses and assets and liabilities of the other body corporate in accordance with subparagraph (2) or (3), as the case requires, indicating how the profits or losses of the other body corporate dealt with by the report would, in respect of the shares to be acquired, have concerned members of the company, and what allowance would have had to be made, in relation to assets and liabilities so dealt with, for holders of other shares, if the company had at all material times held the shares to be acquired.
(2) If the other body corporate has no subsidiaries, the report referred to in subparagraph (1) shall—
(a) so far as regards profits and losses, deal with the profits or losses of the body corporate in respect of each of the 5 financial years immediately preceding the delivery of the statement to the registrar; and
(b) so far as regards assets and liabilities, deal with the assets and liabilities of the body corporate at the last date to which the accounts of the body corporate were made up.
(3) If the other body corporate has subsidiaries, the report referred to in subparagraph (1) shall—
(a) so far as regards profits and losses, deal separately with the other body corporate's profits or losses as provided by subparagraph (2), and in addition deal either—
(i) as a whole with the combined profits or losses of its subsidiaries, so far as they concern members of the other body corporate; or
(ii) separately with the profits or losses of each subsidiary, so far as they concern members of the other body corporate;
or, instead of dealing separately with the other body corporate's profits or losses, deal as a whole with the profits or losses of the other body corporate and, so far as they concern members of the other body corporate, with the combined profits or losses of its subsidiaries; and
(b) so far as regards assets and liabilities, deal separately with the other body corporate's assets and liabilities as provided by subparagraph (2) and in addition, deal either—
(i) as a whole with the combined assets and liabilities of its subsidiaries, with or without the other body corporate's assets and liabilities; or
(ii) separately with the assets and liabilities of each subsidiary;
and shall indicate in relation to the assets and liabilities of the subsidiaries, the allowance to be made for persons other than members of the company.
Provisions applying to Parts I and II.
In this Schedule, “vendor” includes a vendor as defined in Part III of the Third Schedule and “financial year” has the meaning assigned to it in that Part of that Schedule.
If in the case of a business which has been carried on, or of a body corporate which has been carrying on business, for less than 5 years, the accounts of the business or body corporate have been made up only in respect of 4 years, 3 years, 2 years or one year, Part II shall have effect as if references to 4 years, 3 years, 2 years or one year, as the case may be, were substituted for references to 5 years.
Any report required by Part II shall either indicate by way of note any adjustments relating to the figures of any profits or losses or assets and liabilities dealt with by the report which appear to the persons making the report necessary or shall make those adjustments and indicate that adjustments have been made.
Any report by accountants required by Part II shall be made by accountants qualified under this Act for appointment as auditors of the company.
THIRD SCHEDULE. Matters to be specified in Prospectus and Reports to be set out therein.
Matters to be specified.
(a) The nominal share capital of the company;
(b) If the nominal share capital of the company is divided into shares of different classes, the amount of each class;
(c) If the nominal share capital of the company includes founders' or management or deferred shares, the nature and extent of the interest of the holders of such shares in the property and profits of the company;
(d) If the share capital of the company includes redeemable preference shares or shares which are redeemable in accordance with a resolution passed under section 65, the amount of the premium (if any) payable on redemption, the earliest and latest dates on which the company has power to redeem those shares and whether redemption is at the option of the company or obligatory;
(e) The number of shares of each class in the share capital of the company which have been issued and the amount paid up on each share of each class.
The number of shares, if any, fixed by the articles as the qualification of a director, and any provision in the articles as to the remuneration of the directors.
The names, addresses and descriptions of the directors or proposed directors.
Where shares are offered to the public for subscription, particulars as to—
(a) the minimum amount which, in the opinion of the directors, must be raised by the issue of those shares in order to provide the sums, or, if any part thereof is to be defrayed in any other manner, the balance of the sums, required to be provided in respect of each of the following matters:—
(i) the purchase price of any property purchased or to be purchased which is to be defrayed in whole or in part out of the proceeds of the issue;
(ii) any preliminary expenses payable by the company, and any commission so payable to any person in consideration of his agreeing to subscribe for, or of his procuring or agreeing to procure subscriptions for, any shares of the company;
(iii) the repayment of any moneys borrowed by the company in respect of any of the foregoing matters;
(iv) working capital; and
(b) the amounts to be provided in respect of the matters aforesaid otherwise than out of the proceeds of the issue and the sources out of which those amounts are to be provided.
The time of the opening of the subscription lists.
The amount payable on application and allotment on each share, and, in the case of a second or subsequent offer of shares, the amount offered for subscription on each previous allotment made within the 5 preceding years, the amount actually allotted and the amount, if any, paid on the shares so allotted.
The number, description and amount of any shares in or debentures of the company which any person has, or is entitled to be given, an option to subscribe for, together with the following particulars of the option—
(a) the period during which it is exercisable;
(b) the price to be paid for shares or debentures subscribed for under it;
(c) the consideration, if any, given or to be given for it or for the right to it;
(d) the names and addresses of the persons to whom it or the right to it was given or, if given to existing shareholders or debenture holders as such, the relevant shares or debentures.
The number and amount of shares and debentures which within the 5 preceding years have been issued or agreed to be issued, as fully or partly paid up otherwise than in cash, and in the latter case the extent to which they are so paid up, and in either case the consideration for which those shares or debentures have been issued or are proposed or intended to be issued.
(1) In relation to any property to which this paragraph applies—
(a) the names and addresses of the vendors;
(b) the amount payable in cash, shares or debentures to the vendor and, where there is more than one separate vendor, or the company is a sub-purchaser, the amount so payable to each vendor;
(c) short particulars of any transaction relating to the property completed within the 5 preceding years in which any vendor of the property to the company or any person who is, or was at the time of the transaction, a promoter or a director or proposed director of the company had any interest direct or indirect.
(2) The property to which this paragraph applies is property purchased or acquired by the company or proposed to be so purchased or acquired, which is to be paid for wholly or partly out of the proceeds of the issue offered for subscription by the prospectus or the purchase or acquisition of which has not been completed at the date of the issue of the prospectus, other than property—
(a) the contract for the purchase or acquisition whereof was entered into in the ordinary course of the company's business, the contract not being made in contemplation of the issue nor the issue in consequence of the contract; or
(b) in relation to which the amount of the purchase money is not material.
The amount, if any, paid or payable as purchase money in cash, shares or debentures for any property to which paragraph 9 applies, specifying the amount, if any, payable for goodwill.
The amount, if any, paid within the 5 preceding years, or payable, as commission (but not including commission to sub-underwriters) for subscribing or agreeing to subscribe, or procuring or agreeing to procure subscriptions, for any shares in or debentures of the company, and the rate of any such commission.
The amount or estimated amount of preliminary expenses and the persons by whom any of those expenses have been paid or are payable and the amount or estimated amount of the expenses of the issue and the persons by whom any of those expenses have been paid or are payable.
Any amount or benefit paid or given within the 5 preceding years or intended to be paid or given to any promoter and the consideration for the payment or the giving of the benefit.
The dates of, parties to and general nature of every material contract, not being a contract entered into in the ordinary course of the business carried on or intended to be carried on by the company or a contract entered into more than 5 years before the date of issue of the prospectus.
The names and addresses of the auditors of the company.
Full particulars of the nature and extent of the interest, if any, of every director in the promotion of or in the property acquired or proposed to be acquired by the company or, where the interest of such director consists in being a partner in a firm, the nature and extent of the interest of the firm, with a statement of all sums paid or agreed to be paid to him or to the firm in cash or shares or otherwise by any person either to induce him to become, or to qualify him as, a director, or otherwise for services rendered by him or by the firm in connection with the promotion or formation of the company.
If the prospectus invites the public to subscribe for shares in the company and the share capital of the company is divided into different classes of shares, the right of voting at meetings of the company conferred by, and the rights in respect of capital and dividends attached to, the several classes of shares respectively.
In the case of a company which has been carrying on business, or of a business which has been carried on for less than 3 years, the length of time during which the business of the company or the business to be acquired, as the case may be, has been carried on.
Reports to be set out.
(1) A report by the auditors of the company relating to—
(a) profits and losses and assets and liabilities, in accordance with subparagraph (2) or (3), as the case requires; and
(b) the rates of the dividends, if any, paid by the company in respect of each class of shares in the company for each of the 5 financial years immediately preceding the issue of the prospectus, giving particulars of each such class of shares on which such dividends have been paid and particulars of the cases in which no dividends have been paid in respect of any class of shares for any of those years;
and, if no accounts have been made up for any part of the period of 5 years ending on a date 3 months before the issue of the prospectus, containing a statement of that fact.
(2) If the company has no subsidiaries, the report shall—
(a) so far as regards profits and losses, deal with the profits or losses of the company in respect of each of the 5 financial years immediately preceding the issue of the prospectus; and
(b) so far as regards assets and liabilities, deal with the assets and liabilities of the company at the last date to which the accounts of the company were made up.
(3) If the company has subsidiaries, the report shall—
(a) so far as regards profits and losses, deal separately with the company's profits or losses as provided by subparagraph (2), and in addition, deal either—
(i) as a whole with the combined profits or losses of its subsidiaries, so far as they concern members of the company; or
(ii) separately with the profits or losses of each subsidiary, so far as they concern members of the company;
or instead of dealing separately with the company's profits or losses, deal as a whole with the profits or losses of the company and, so far as they concern members of the company, with the combined profits or losses of its subsidiaries; and
(b) so far as regards assets and liabilities, deal separately with the company's assets and liabilities as provided by subparagraph (2) and in addition, deal either—
(i) as a whole with the combined assets and liabilities of its subsidiaries, with or without the company's assets and liabilities; or
(ii) separately with the assets and liabilities of each subsidiary;
and shall indicate in relation to the assets and liabilities of the subsidiaries the allowance to be made for persons other than members of the company.
If the proceeds, or any part of the proceeds, of the issue of the shares or debentures are or is to be applied directly or indirectly in the purchase of any business, a report made by accountants (who shall be named in the prospectus) upon—
(a) the profits or losses of the business for each of the 5 financial years immediately preceding the issue of the prospectus; and
(b) the assets and liabilities of the business at the last date to which the accounts of the business were made up.
(1) If—
(a) the proceeds, or any part of the proceeds, of the issue of the shares or debentures are or is to be applied directly or indirectly in any manner resulting in the acquisition by the company of shares in any other body corporate; and
(b) by reason of that acquisition or anything to be done in consequence thereof or in connection therewith that body corporate will become a subsidiary of the company;
a report made by accountants (who shall be named in the prospectus) upon—
(i) the profits or losses of the other body corporate for each of the 5 financial years immediately preceding the issue of the prospectus; and
(ii) the assets and liabilities of the other body corporate at the last date to which the accounts of the body corporate were made up.
(2) The said report shall—
(a) indicate how the profits or losses of the other body corporate dealt with by the report would, in respect of the shares to be acquired, have concerned members of the company and what allowance would have had to be made, in relation to assets and liabilities so dealt with, for holders of other shares, if the company had at all material times held the shares to be acquired; and
(b) where the other body corporate has subsidiaries, deal with the profits or losses and the assets and liabilities of the body corporate and its subsidiaries in the manner provided by subparagraph (3) of paragraph 19 in relation to the company and its subsidiaries.
Provisions applying to Parts I and II.
Paragraphs 12 (so far as it relates to preliminary expenses) and 16 shall not apply in the case of a prospectus issued more than 2 years after the date on which the company is entitled to commence business.
Every person shall, for the purposes of this Schedule, be deemed to be a vendor who has entered into any contract, absolute or conditional, for the sale or purchase or for any option of purchase, of any property to be acquired by the company, in any case where—
(a) the purchase money is not fully paid at the date of the issue of the prospectus;
(b) the purchase money is to be paid or satisfied wholly or in part out of the proceeds of the issue offered for subscription by the prospectus;
(c) the contract depends for its validity or fulfilment on the result of that issue.
Where any property to be acquired by the company is to be taken on lease, this Schedule shall have effect as if “vendor” included the lessor and “purchase money” included the consideration for the lease, and “sub-purchaser” included a sub-lessee.
References in paragraph 7 to subscribing for shares or debentures shall include acquiring them from a person to whom they have been allotted or agreed to be allotted with a view to his offering them for sale.
For the purposes of paragraph 9, where the vendors or any of them are a firm, the members of the firm shall not be treated as separate vendors.
If in the case of a company or other body corporate which has been carrying on business or of a business which has been carried on for less than 5 years, the accounts of the company, body corporate or business have been made up only in respect of 4 years, 3 years, 2 years or one year, Part II shall have effect as if references to 4 years, 3 years, 2 years or one year, as the case may be, were substituted for references to 5 years.
In Part II, “financial year” means the year in respect which the accounts of the company or of the body corporate or of the business, as the case may be, are made up, and where by reason of any alteration of the date on which the financial year of the company, body corporate or business terminates, the accounts of the company, body corporate or business have been made up for a period greater or less than a year, that greater or less period shall for the purposes of that Part be deemed to be a financial year.
Any report required by Part II shall either indicate by way of note any adjustments relating to the figures of any profits or losses or assets and liabilities dealt with by the report which appear to the persons making the report necessary or shall make those adjustments and indicate that adjustments have been made.
Any report by accountants required by Part II shall be made by accountants qualified under this Act for appointment as auditors of the company.
FOURTH SCHEDULE. Form of Statement in lieu of Prospectus to be delivered to Registrar by a Company which does not issue a Prospectus or which does not make an Allotment on a Prospectus issued, and Reports to be set out therein.
Form of Statement and Particulars to be contained therein.
THE COMPANIES ACT, 1963.
Statement in lieu of prospectus delivered for registration by
(Insert the name of the Company).
Pursuant to section 54 of the Companies Act, 1963.
Delivered for registration by
| 1.The nominal share capital of the company. | 1.£ | ||
|---|---|---|---|
| 2.Divided into | 2. shares of £ | each | |
| ”” | ” | ||
| ”” | ” | ||
| 3.Amount, if any, of above capital which consists of redeemable preference shares. | 2. shares of £ | each | |
| 4.The earliest date on which the company has power to redeem these shares. | 4. | ||
| 5.Names, descriptions and addresses, of directors or proposed directors. | 5. | ||
| 6.If the share capital of the company is divided into different classes of shares, the right of voting at meetings of the company conferred by, and the rights in respect of capital and dividends attached to, the several classes of shares. | 6. | ||
| 7.Number and amount of shares and debentures agreed to be issued as fully or partly paid up otherwise than in cash. | 7.(a) shares of £ | ||
| fully paid | |||
| (b) shares upon | |||
| which £ per share credited as paid. | |||
| (c) £debentures. | |||
| 8.The consideration for the intended issue of those shares and debentures. | 8. | ||
| 9. Number, description and amount of any shares or debentures which any person has or is entitled to be given an option to subscribe for, or to acquire from a person to whom they have been allotted or agreed to be allotted with a view to his offering them for sale. | 9.shares of £ and debentures of £ | ||
| 10.Period during which option is exercisable. | 10.Until | ||
| 11.Price to be paid for shares or debentures subscribed for or acquired under option. | 11. | ||
| 12.Consideration for option or right to option. | 12. | ||
| 13.Persons to whom option or right to option was given or, if given to existing shareholders or debenture holders as such, the relevant shares or debentures. | 13.Names and addresses— | ||
| 14.Names and addresses of vendors of property purchased or acquired by the company within the two years preceding the date of this statement, or agreed or proposed to be purchased or acquired by the company except where the contract for its purchase or acquisition was entered into in the ordinary course of the business carried on or intended to be carried on by the company or the amount of the purchase money is not material. | 14. | ||
| 15.Amount (in cash, shares or debentures) payable to each vendor. | 15. | ||
| 16.Amount, if any, paid or payable (in cash or shares or debentures) for any such property, specifying the amount, if any, paid or payable for goodwill. | 16.Total purchase price £ | ||
| Cash | £ | ||
| Shares | £ | ||
| Debentures | £ | ||
| ___ | |||
| Goodwill | £ | ||
| 17.Short particulars of any transaction relating to any such property which was completed within the two preceding years and in which any vendor to the company or any person who is, or was at the time thereof, a promoter, director or proposed director of the company had any interest direct or indirect. | 17. | ||
| 18.Amount, if any, paid or payable as commission for subscribing or agreeing to subscribe or procuring or agreeing to procure subscriptions for any shares or debentures in the company. | 18.Amount paid Amount payable | ||
| 19.Rate of the commission. | 19.Rate per cent. | ||
| 20.The number of shares, if any, which persons have agreed to subscribe absolutely for a commission. | 20. | ||
| 21.Unless more than 2 years have elapsed since the company was entitled to commence business, the estimated amount of preliminary expenses. | 21.£ | ||
| 22.By whom those expenses have been paid or are payable. | 22. | ||
| 23.Amount paid or intended to be paid to any promoter and the name of the promoter. | 23.Name of promoter Amount £ | ||
| 24.Consideration for the payment. | 24. | ||
| 25.Any other benefit given or intended to be given to any promoter and the name of the promoter. | 25.(a) Name of promoter (b) Nature and value of benefit | ||
| 26.Consideration for giving of benefit. | 26. | ||
| 27.Dates of, parties to and general nature of every material contract (other than contracts entered into in the ordinary course of the business carried on or intended to be carried on by the company or entered into more than two years before the delivery of this statement). | 27. | ||
| 28.Time and place at which the contracts or copies thereof may be inspected or (1) in the case of a contract not reduced into writing, a memorandum giving full particulars thereof, and (2) in the case of a contract wholly or partly in a language other than the English or Irish language, a copy of a translation thereof in English or Irish or embodying a translation in English or Irish of the parts in a language other than English or Irish, as the case may be, being a translation certified in the prescribed manner to be a correct translation. | 28. | ||
| 29.Names and addresses of the auditors of the company. | 29. | ||
| 30.Full particulars of the nature and extent of the interest of every director in the promotion of the company or in any property purchased or acquired by the company within the 2 years preceding the date of this statement, or proposed to be purchased or acquired, or where the interest of such a director consists in being a partner in a firm, the nature and extent of the interest of the firm, with a statement of all sums paid or agreed to be paid to him or to the firm in cash or shares, or otherwise, by any person either to induce him to become, or to qualify him as, a director, or otherwise for services rendered by him or by the firm in connection with the promotion or formation of the company. | 30. | ||
| (Signatures of the persons above-named as directors or proposed directors or of their agents authorised in writing). Date | __ __ ____ |
Reports to be set out.
Where it is proposed to acquire a business, a report made by accountants (who shall be named in the statement) upon—
(a) the profits or losses of the business in respect of each of the 5 financial years immediately preceding the delivery of the statement to the registrar; and
(b) the assets and liabilities of the business at the last date to which the accounts of the business were made up.
(1) Where it is proposed to acquire shares in a body corporate which by reason of the acquisition or anything to be done in consequence thereof or in connection therewith will become a subsidiary of the company, a report made by accountants (who shall be named in the statement) relating to the profits and losses and assets and liabilities of the other body corporate in accordance with subparagraph (2) or (3), as the case requires, indicating how the profits or losses of the other body corporate dealt with by the report would, in respect of the shares to be acquired, have concerned members of the company, and what allowance would have had to be made, in relation to assets and liabilities so dealt with, for holders of other shares, if the company had at all material times held the shares to be acquired.
(2) If the other body corporate has no subsidiaries, the report referred to in subparagraph (1) shall—
(a) so far as regards profits and losses, deal with the profits or losses of the body corporate in respect of each of the 5 financial years immediately preceding the delivery of the statement to the registrar; and
(b) so far as regards assets and liabilities, deal with the assets and liabilities of the body corporate at the last date to which the accounts of the body corporate were made up.
(3) If the other body corporate has subsidiaries, the report referred to in subparagraph (1) shall—
(a) so far as regards profits and losses, deal separately with the other body corporate's profits or losses as provided by subparagraph (2), and in addition deal either—
(i) as a whole with the combined profits or losses of its subsidiaries, so far as they concern members of the other body corporate; or
(ii) separately with the profits or losses of each subsidiary, so far as they concern members of the other body corporate;
or, instead of dealing separately with the other body corporate's profits or losses, deal as a whole with the profits or losses of the other body corporate and, so far as they concern members of the other body corporate, with the combined profits or losses of its subsidiaries; and
(b) so far as regards assets and liabilities, deal separately with the other body corporate's assets and liabilities as provided by subparagraph (2), and, in addition, deal either—
(i) as a whole with the combined assets and liabilities of its subsidiaries, with or without the other body corporate's assets and liabilities; or
(ii) separately with the assets and liabilities of each subsidiary;
and shall indicate in relation to the assets and liabilities of the subsidiaries the allowance to be made for persons other than members of the company.
Provisions applying to Parts I and II.
In this Schedule, “vendor” includes a vendor as defined in Part III of the Third Schedule, and “financial year” has the meaning assigned to it in that Part of that Schedule.
If in the case of a business which has been carried on, or of a body corporate which has been carrying on business, for less than 5 years, the accounts of the business or body corporate have been made up only in respect of 4 years, 3 years, 2 years or one year, Part II shall have effect as if references to 4 years, 3 years, 2 years or one year, as the case may be, were substituted for references to 5 years.
Any report required by Part II shall either indicate by way of note any adjustments in relation to the figures of any profits or losses or assets and liabilities dealt with by the report which appear to the persons making the report necessary or shall make those adjustments and indicate that adjustments have been made.
Any report by accountants required by Part II shall be made by accountants qualified under this Act for appointment as auditors of the company.
FIFTH SCHEDULE. Contents and Form of Annual Return of a Company Having a Share Capital.
Contents.
The address of the registered office of the company.
(1) If the register of members is, under this Act, kept elsewhere than at the registered office of the company, the address of the place where it is kept.
(2) If any register of holders of debentures of the company is, under this Act, kept elsewhere than at the registered office of the company, the address of the place where it is kept.
A summary, distinguishing between shares issued for cash and shares issued as fully or partly paid up otherwise than in cash, specifying the following particulars:
(a) the amount of the share capital of the company and the number of shares into which it is divided;
(b) the number of shares taken from the incorporation of the company up to the date of the return;
(c) the amount called up on each share;
(d) the total amount of calls received;
(e) the total amount of calls unpaid;
(f) the total amount of the sums, if any, paid by way of commission in respect of any shares or debentures;
(g) the discount allowed on the issue of any shares issued at a discount or so much of that discount as has not been written off at the date on which the return is made;
(h) the total amount of the sums, if any, allowed by way of discount in respect of any debentures since the date of the last return;
(i) the total number of shares forfeited.
Particulars of the total amount of the indebtedness of the company in respect of all mortgages and charges which are required to be registered with the registrar of companies under this Act, or which would have been required so to be registered if created after the 1st day of July, 1908.
A list—
(a) containing the names, addresses and occupations of all persons who, on the 14th day after the company's annual general meeting for the year, are members of the company, and of persons who have ceased to be members since the date of the last return or, in the case of the first return, since the incorporation of the company;
(b) stating the number of shares held by each of the existing members at the date of the return, specifying shares transferred since the date of the last return (or, in the case of the first return, since the incorporation of the company) by persons who are still members and have ceased to be members respectively and the dates of registration of the transfers.
If the names aforesaid are not arranged in alphabetical order the list must have annexed thereto an index sufficient to enable the name of any person therein to be easily found.
All such particulars relating to the persons who, at the date of the return, are the directors of the company and any person who, at that date, is the secretary of the company as are by this Act required to be contained in the register of the directors and secretaries of a company.
Form
| ANNUAL RETURN of | Limited, | |
|---|---|---|
| made up to the | day of | , 19 |
| (being the 14th day after the date of the annual general meeting for the year 19______ ). |
| 1. Address. (Address of the registered office of the company). |
|---|
| 2. Situation of the Registers of Members and Debenture-holders. (a) (Address of place at which the register of members is kept, if other than the registered office of the company). (b) (Address of any place other than the registered office of the company where any register of holders of debentures of the company is kept). |
Summary of Share Capital and Debentures.
(a) Nominal Share Capital.
Nominal share capital £__divided into
(Insert number and Class)shares of___each
shares of___each
shares of___each
shares of___each
shares of___each
(b) Issued Share Capital and Debentures.
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