Section 206. A

PART VII. 194. With the exceptions made in the next following Section and subject to the regulations therein contatbed, every Company existing of being registered. at the time of the oommeuuement of this Act, including any Corupany registered under either of t l ~ e said Acts, consistiilg of seven or more members, and any Company hereafter formed in pursuance of any Act of Parliament, or Act of the Governor-General of India in Council other than this Act, or of Letters Patent, or being otherwise duly constituted by law, and consisting of seven or nore members, may at any time hereafter register itself under this Act as an Unlimited Company, or a Company limited by shares, or a Company limited by guarantee, and no such registration shall be invalid by reason that it has taken place with a view to the Company being mound up. `195.` ' The following regulations shall be observed with Regulations as to rcgistratiou of existing respect to the registration uf Companies under this Part of Con~panie~. this Act: (that is to say)- (1.) No Company having the liability of its members limited by Act of I';~rliament or Act of the Governor-General of India in Council other than this Act, or by Letters Patent, and not being a f oint Staek Company as hereinnher defined, shall register under this Act in pursuance of this Part thereof: (2.) No Company having the liability of its members limited by Act of Parliament or Act of the Governor-General of India in Council other than this Act, or by Letters Patent, shall register ~ulder this Act in pursuance of this I'a,rt thereof as an Unlimited Company, or as a Company 'li11lit~c.d by guarantee : (8.)[No Life Assura,nce ][Company ][cxisling ][at ][the time of the commence- ] ment of this Act, and no Company thxt is not a Joint Stock Compaily as hereinafter defined, shall iu pursnatice of this Part_ of this Act regisler ullclcr this Act 2,s n C=iiii>fi~y limited bv sl~arcs : LYC, (cJ..) - .ACT No. X OF 1866. (4.) No Cornpany shall register under this Act in pursuance of this ?art thereof unless an assent to its so registering is given by a majority of such of its members as may be present, personally or by proxy in cases where proxies are allowed by the regulations of the Company, at some General Meeting summoned for the purpose : ( 5.) Where a Company not having the liability of its members limited by Act of Parliament or Act of the Governor-General of India it1 Council, or by Letters Patent, is about to register as a Limited Company, the majority required to assent as aforesaid shall consist of not less than three-fourths of the rnenibers present, personally or by proxy, at such last-mentioned General Meeting : (6.) Where, a Conrpany is about to register as a Company limited by guarantee, the assent to its being so registered shall be accompanied by a Resolution declaring that each member undertakes to contribute to the assets of the Company, in the event of the same being wound up during the time that he is a membe~= or within one year afterwards, for payment of the debts and liabilities of the Company contracted before the time a t which he ceased to be a member, and of the costs, charges and expenses of winding-up the Company, and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required not exceeding n specified amount. I n conlputing any majority under this Section, when a poll is demanded, regard shall be had to the number of vot,es to which each rneinber is ent,itled according tv the regulations of the Company of which he is a menlber. 196.[For the purposes of this Part of this Act so far as the same relates ] Defillition of to the descriptioil of Companies empowered to register as Corn- Stogk company. pallies limited bqshares, a Joint Stock Cornpaily shall be deemed to be a Company having a permanent paid-up or nomilla1 capital of fixed amount, divided into shares, also of fixed amount, or held and tfransfera,ble as stock, or divided and held parhly in one way and partly in the other, a d formed on the principle of having for its tneuibers the holders of shares in such capital, or the holders of such stoclc, and no other persons ; and such Company when registered with limited liability under this Act shall be deemed to be a Con~pany limited by shares. 19'7. Previously to the registration, in pursuancc of this Rcquisilioll~ fm registration by CornI'art of tiiis lxct, c;f my Joint Stock Company, there shall paniea. be delivered to the Kegistrnr the following docurneuts : (illat is to saj); (1.) A list -. ACT No. X OF 1866. (1 .) [A ][list showing the names, addresses and occupations of all persons who, ] on a day named in such list and not being more than six clear days before the day of registratioa, were rnelnbers of such Company, with the addition of the shares held by such persons respectively, distinguisliitig, in cases where such shares are numbered, each share by its number: (2). A copy of any Act of Parliament or Act of the Governor-General of Itidin in Council, Royal Charter, Letters Patent, Deed of Settlement, Contract. of Copartnery or other i~rstrutnent constituting or regulating the Corupany : (3.)[If any such Joint Stock Company is intendPd to be registered ][as. ][a ] Lilr~ited Compnny, the above list and copy shall be accoinpariied by a statement specifying the following particulars ; (that is to say)- The nominal capital of the Company and the nurnber of shares into which it is divided : The nurnber of' shares taken and the aniount paid on each share: The name of the Company, with the addition of the vord " Liinited" as the last word thereof : With the addition, in the case of a Company intended to be registered 9s a Company limited by guarantee, of the Resolution declaring the amount of the guarantee. 198. Previously to the registration in pursuauce of this Part of this Act of any Couipany not being a Joint Stock Company, there shall Recluisitious for re- gistration by existing be delivered to the Registrar a list sho~viug the names, adCompany not beiuu a JoinL c ~ ~ dresses aird occupations of tlle Directors or other Managers ~ ~ ; ~ ~ , (if any) cf the Conlpiluy, also acopy of any Act of Parliament, Act of the Governor-Generl-ll of Illdia iu Couacil, Letters Patent, Deed of Settlement., Colltract of Copartnery or other instrulneiit constituting or regulating the Compangr, with the addition, ill the case of a Cotupany intencled to be registered as a Company ii~rlited Lg guarantee, of the ltesolutio~l cleclarillg the amount of guarantee. P99, wlieyc: J-oillt Xtock Cotnpany :>i~tl~o~*izc:c; f n register uiidc:r illis I'ower for cxisljng Act has hacl the wllole or any portion of its capital conve~ted ' Company to register .jnt.o . stock, sllc1.1 C ~ ~ i ~ l j r i ~ ~ j ~ shall, 3s to t l ~ t r c:;!pii.a! so convc~:ted: elilou\it of stue!i i:b stead of sl~arez. ~ . ~ (jf ~ cleliveri~ig s ~ ~ LO ~ t l l ~ , 12cgi~Lrzi1~ ~ ~ :z ~ i . : i i . < : ) ) i c ; ~ j ~ of SI~~.YC>:: clcliv i:.t-, ACT No. X `OF` 1866, deliver . ~ to the Registrar R stqtement of the arriount I of < stock belonging t o the Corn- p q y i and de kames of the who were holders of such stock, on some day to be natned in the statement not more than six clear days before the day of registrption. `200.`[The lists of members and Directors and any other particulars relating ] to the Company hereby required to be delivered to the ReAutheutication of statements of existing gistrar, shall be verified by declaration of the Directers of ttle Companies. Company delivering the same o r any two of them, or of any two other principal officers of the Company made before a Justice of the Pence or a District Judge. `201.` The Hegistxar may require s w h evidence as he Registrar may require evidence as t o tllinks necessary for the purp ose of satisfying himself wliether natnre of Company. ar, existing Company is or not a Joint Stock Colnpanv as hereinbefore defined. `202.` Every Banking Company existing a t the date of the passing of this Qn ~egistration of Act which registers itself as a Limited Company shall, at; least Banking Company with limited liability, thirty days previous to obtaining a certificate of registration notice to he given to customers. with limited liability, give notice that it is intended so to register the same to every person and partnership firm having a banking account with the Company. Such notice shall be given either by delivering the same to such person or `firm,` or leaving the same, or putting the same into the Post addressed to llim or thein, at such address as sliall have been last communicated or otherwise become known as his or their address to or by the Company. I n case the Compaily omits to give Fny such notice as is hereinbefore required to be g-iven, tlrell, as between tlie Company and the person or persons only ~vho are for tlie ti!ue beiqg interested in tlie account in respect of which such notice ought t o have been given, and so far as respects sucl1 account and all variatioiis tllercof dowli $0 the time at yhich such nofice shall be given, but not further or otller~~ise, the certificate of r,egistraiion wit11 limiteg liability shall !lare 110 operation. `283.`[No fees shall ][be ][charged ][in ][respect of tlie registration ][in ][pursuance of ] ~ ~ x e a i p t i o j ~ ,-. of' cer . t:liis Pa.rt of t l ~ i s Act of any Company in cases \.c;hel.e : such trtifi..Cafipanies from Compa~iy i s not, .regist+ged a? a &i~il:ix,q. Cc;~. , . ~ , : : ?,~~ppy, 0:. yllerc, pnxuleut lialjility ,. < < . of . ! , > , a , or fecs. -tthr?.sh;u-ei1oldc~-s . previo~~slg \\-as t o liniilecl its being, .by ,xegisterPd3s sgi>! : ,Act, ?f : ~ ~ g ~ l i q i z ~ e ? . ~ t . ~ .,n +irpited ' Cunliany, the or Act . `j .` ... i of . t,he . ! ? . A kxovernor-Genera1 of. .fncii:i -in Couxzcil, or 1377 TaakJL:~s .jlntpn.t:. ==> picture [67 x 19] intentionally omitted <== `E:` d & `k` E E E F ACT No. X 03 1866. 204. Any Company authorized b$ this Part of this Act to register wit,h Company to change[limited liability shall, for the purpose ][of ][obtaining registration ] n m e . with limited liability, change its name by adding thereto the word " Limited." 205.[Upon compliance wit11 the requisitions in this Part of this Act con- ] taincd with respect to registration, and on payment of such Certificate of regis;ration of cxisting fees, rf any, as are payable under the Tables marked B and C Companies in tlie first Schedule hereto, the Registrar shall certify under his hand that the Cornpa~y so applring for registration is incorporated as a Corn{)any under this Act, and, in the case of a Limited Company, that it is limited, and thereupon such Company shall be incorporated, and shall have perpetual succession and a common seal. 206. A certificate of incorporation given at any time t~ any Company registered in pursuance of this Part of this Act shall be coil- Certificate to be evidencu of con~pliance clusivc evidence that all the reguisitiolls herein contained in with Act. respect of registration under this Act have been complied with, and that the Company is authorized to be registered under this Act as a Limited or Unlimited Company, as the case may be, and the date of incorporation mentioned in such certificate shall be deemed to be the date at which the Company is incorporated under this Act, 20'7. A ! such preperb, moveable and immove&le, including all interests and rights in, to, and out of property, moveable and immoveTransferofpoperty co Company, able, and including obligations and things i n action, as may belor~g to or be vested in the Colnpailp at the date of its segistrationr unde~ this Act, shall, on registration, pass to and vest in the Cornpeny as incorporated under ;his Act for all the estate and interest of elae Con~psr~y therein. 208.[T11e registration in pursuance ][of ][this ][Paat ][of ] this[Act ][of ][any ][Com- ] Registration under pany shall llot affect or prejudice the liability of such Cornh i s Act not to sffect obligations incurred pany `to` have enforced against it, or its qight 5c pnforce, any previously to rcgistra- tiou. debt or 3blig?tion incurred, or a2y contract entered into, by, to, wllh or on behaif of such Coltipaiiy preTiol;s!j. tc snch ?eg%5~.3at40~- 2,0:9. , 1\11 ,sizcl; . ~ u i t s and .othe? 1t:gal ;proceedings . .:%a . .m5;;y at .the time of the Cont.inuati,on of ex- regictr~~tion of any:Co'l~lI~.at~iy , . , i.,egiseeretj . in . ptars,P;.ance . of tIlie istiug suits, . . I"3.1; of' . k!.ct . i~ave i)eerr_com~fien~~d : , g p,r,jiggi;lst yucla . . `p` CC:X~- $Z!,?:, 7? `C` g; !i: &; g ACT No. X `OF` 1866. pany, or the public Officey or any member thereof, mdy b e continued in the silrne manner as if such registration had not taken place. Nevertheless, execution shall not issue against the effects of any individual nleinber of such Company upon any decree or order obtained in any suit or proceeding so commenced as aforesaid ; but in the event of tlie property and effects of the Company being insufficient to satisfy such decree or order, an order may be obtained for winding-up the Conl- 210.[When a Company is registered under this Act, in pursuance of this ] Erect of registraPart thereof, all provisions contained in any Act of Parliation under Act. rnent, Act of the Governor-General of India in Council, Deed of Settlement, Contract of Cop:~rtnery, Letters Pr~tent or other instrument constituting or regulating the Cornpany, including, in the case of a Company registered as a Conlpany limited by guarantee, tlie Resolution declaring the amount of the guarantee, shall be deemed to be conditions and regulations of the Company, in the same manner and with the same incidents as if they were contained in a registered meinor:inclum of association and Articles of Association; and all the provisiolzs of this Act shall apply to such Company and 'the members, contributories and creditors thereof, in the same n~anner in all respects as it' it had been formed under this Act, subject to the provisions following ; (that is to say), (I.)[That Table ] [A ][in the first Schedule to this Act shall not, unless adopted ] by - Special - R.esolution, np$ly to any Company registered under this Act. in p r s ~ - ance of this Part thereof: `(2.)`[That the p~ovisions of this Act relating to the numbering of shares ] shall not apply to any Joint Stock Company whose shares are not numbered: `(3.)`[That no Coiupaay shall have power to alter any provision contained ][in ] any Act of Parliament, Act of the Legislative Council or Act of the GovernorGeueral of India in Council relating to the Company : (4.) That no Co~npany shall have po\rer, without the sanction of the Govcrnor-General of 1ndi;l in Council, to alter any provision contained in any J,etteru A 13,4-,,.~4 c ~ u r.olnC:,-. I b u b l l l b ~ ~ ~ u + - t,u the Coril~iinji : (5,) 411 the event ol' the Comp:~ay being \vouncl. up, every pe~son shall be a c o n t r i l ~ u t o ~ , in respect of tlie clebts and liabilities of the Cornpo,ny contractcd p ~ i o ~ to ~:rgi~t~.ilt.ion, wl~o is liable to pay or cont1.iLute to the pnynient sf 5'-ilv ./ `c?f:j:f,` c,T 1; :L 1 : l : ~ JLLI J - i,j- 1 1 . al,c i.;~l~i]~iaily coniracti:d prior to regifitration, or- to pay 01. colllri bllte %?. 4 ACT NO. X OF `1866.` or contribute to the payment of any sum for the acljustment of the rights of 'the inembers amongst themselves in respect of any such debt or liability; or t o pay or contribute to the payment of the costs, charges and expenses of winding-up the Company, so far as relates to such debts or liabilities as aforesaid. Every such co1ltributor.y shall be liable to contribute to the assets of the Company, in tlie course of the winding-up, all sun\s due from him in respect of any such liability as aforesaid. In the event of t l ~ e death or insolvency of arry such contributory as last aforesaid, or marriage of any such contributory being a female, t l ~ e provisions hereinbefore contained with respect to the representatives, heirs and devisees of deceased coutributories, and with reference to the assignees of insolvent contributories, and to the husbands of married contributories, shall apply : (6.) Nothing herein contained shall autl~orize any Company to alter any such provisions contained in any Deed of Settlement, Contract ot' Copartnery, Letters Pilterh t or other instrument constituting or regulating the Company, as would, if such Company had originally been formed under this Act, have been contained in the memorandum of association, and are not authorized to be altered 4 by this Act : But nothing herein contained shall derogate from any power of altering its constitut'ion or regulations which mag be vested in ally Cvrrtparly registeri~~g urlder this Act in pursuance of this Yart thereof by rirt,ne of any Act ot Parliament, Act of the Governor-aeneral of India in Council, Deed of Settlement, Contract of Copartnery, Let.ters Patent or other instrument constituting or regulating the Company. 211. Tho Court may, st any time after the ,presentation of a petition for winding-up a Corripuny registered in pursuance of this Powers of Court to lestrain further proFast of this Act, and before making an order for winding-up c~eedings. the Company, upon the application of any creditor of the Company, restrain further proceedings in any suit or legal proceeding :tgainst ally contributory of thc Company as \\re11 as against the Company as licreinbefore provided, upon ~ u c h terms as the Court tbinlis fit. 21%. MThere a:, orcler has been made l'or nrinding-up a Cornp:~ny registered Ordcr for ~ ~ - i n d i ~ ~ g - in pursriance of' this P a ~ t of the Act, in additioll to the u p C o t i ~ ~ ) a r ~ ~ . 11: ovjsions hcyeinbefbl.e colltaillcd, it is 11creby Surtlro pl ovided ' Ilint no suit or otlrcr Icgd proceeding sllail hc con~mcnccd or ~ ~ r o c ~ e i l e d itritlp against agaSnst any contributory of the Company insrespect of,any. debt of the Company, except with'the leave of the Court and subject to such terms as the Court may !. Impose. ---- -