Company, 9. The form of minute proposed to be registered is as follows: "Minute approved by the Court. The capital of the Limited, is 75,000l. divided into 5,000 shares of 151. each. At the time of the registration of this minute the sum of 107. has been and is to be deemed paid up on each of the said shares." It is convenient to state the proposed minute in the petition, especially where it is a long one. Counsel can thus, in indorsing his brief, refer to the minute in the petition instead of setting it out, or referring to a separate document. Your petitioner the company therefore humbly prays: (1.) That the said special resolution passed and confirmed as aforesaid may be confirmed. (2.) That to this end all inquiries and directions necessary and proper may be made and given, and that a day may be fixed on and after which the company shall be at liberty to discontinue the addition to its name of the words "and reduced." (3.) Or that such other order may be made in the premises as to the Court shall seem meet. And your petitioner will ever pray, &c. NOTE. It is not intended to serve this petition upon any person. Form 179. In the High Court of Justice. Chancery Division. [Name of Judge.] Form 180. Petition to confirm reduction of capital In the matter of the Compaies Act, 1867, and of the under Acts o Companies Act, 1877. And in the matter of the To Her Majesty's High Court of Justice: The humble petition of the as follows: 1 to 7 [as in Form 179]. Company, Limited. Company, Limited, showeth 8. By special resolution, &c., it was resolved: "That the capital of the company which now consists of 10,0007. divided into 1,000 shares of 107. each fully paid up be reduced to 5,0007. divided into 1000 shares of 5l. each, and that such reduction be effected by cancelling paid up capital which has been lost or is unrepresented by available assets to the extent of 51. per share." 9. Previously to the passing of such special resolution, paid up capital of the company to the extent of 5,000l. and upwards had been lost. 10. The reduction of capital aforesaid does not involve either the diminution of any liability in respect of unpaid capital or the payment to any shareholder of any paid up capital. 1867. Form 180. 11. The form of the minute proposed to be registered is as follows: [Set it out.] Your petitioner the company therefore humbly prays : (1.) That the said special resolution passed and confirmed as aforesaid may be confirmed by the Court. (2.) That the addition of the words "and reduced" to the company's name may be dispensed with altogether. (3.) Or that [as in Form 179]. And your petitioners will ever pray, &c. Reduction of Capital. Except so far as the capital may be reduced by forfeiture or surrender of shares (supra, pp. 106, 111), or by cancellation under s. 5 of the Act of 1877, of shares which "have not been taken or agreed to be taken," no reduction of capital can be legally effected without a special resolution, confirmed by the Court in accordance with the Acts of 1867 and 1877. There are three kinds of reduction, commonly carried out in this way: 1. Reducing the liabilities of shareholders, as in the resolution in Form 179. 2. Returning (supra, p. 195) to shareholders, capital not wanted, e.g., where the shares are 107. fully paid up, reduce them to 51. by returning 51. per share. This is effected under the Act of 1877. (Profits can be applied in paying off capital under the Companies Act, 1880, without the sanction of the Court.) 3. Cancelling lost capital, as in the resolution in Form 180. This is effected under the Act of 1877, and the object of such a reduction is to enable the company to pay dividends, for where capital has been lost, no dividend can be paid until the loss has been made good or cancelled. See Forms 217 and 547, infra. Sometimes a scheme of reduction involves several of the above operations. Where the articles of association of the company contain a power for the company to reduce its capital, the first step with a view to reduction is to pass a special resolution to reduce. But if the articles do not contain the necessary power, a special resolution must first be passed altering them, by introducing a clause that "the company may from time to time reduce its capital;" and subsequently a second special resolution will be passed to effect the reduction. See s. 9 of the Act of 1867 and West India Co., 9 Ch. 11 n. The subsequent procedure differs according to the nature of the reduction : 1. S. 4 of the Act of 1877, provides "that where the reduction does not involve either the diminution of any liability in respect of unpaid capital or the payment to any shareholder of any paid up capital (e.g., where it merely provides for the cancellation of lost capital, or of surrendered shares), (i.) The creditors of the company shall not, unless the Court otherwise directs, be entitled to object, or required to consent to the reduction ; and (ii.) It shall not be necessary before the presentation of the petition to add, and the Court may dispense altogether with the addition of the words 'And reduced, as required by s. 10 of the Act of י י.1877 Accordingly, in such cases a petition should be prepared as in Form 180, supra, and immediately before or after presentation an application should be made by motion ex parte to the Judge to whom the petition is going to be or has been assigned, for an order dispensing with the words “ And reduced ” until the hearing of the petition. An order on such an application is generally obtained without difficulty, and the following are instances: In re Langdale Chemical Manure Co., 26 W. R. 434; In re New Civil Service Co-operation, Limited, Hall, V.-C., 5 Nov. 1879, B. 2222; In re Positive Government Security Life Assurance Co., Limited, Hall, V.-C., 23 July, 1880. See infra, Form 228. The petition should then be presented, and the secretary should be requested to Form 180. have it answered for the next petition day. No difficulty is now made about so answering a petition, where it appears that the case falls within s. 4 of the Act of 1877. In an early case under this section, the course adopted was first to present the petition, and then upon an ex parte motion an order was made dispensing with the words "and reduced," and directing the petition to be on the paper without the chief clerk's certificate. See infra, Form 229. But this is not the course now usually adopted. The petition then comes on for hearing without any notice or advertisement. The order is generally prefaced by a statement that "the Court not requiring any notice to creditors, or advertisement of any notice, that the petition was appointed to be heard this day;" and it usually dispenses with the use of the words "And reduced" altogether. Under s. 4 of the Act of 1877, the Court may require the company to publish the reasons for reduction, but this power is not exercised, the company being merely required to give notice of the registration of the order in certain newspapers. See Form 227, infra. 2. In all other cases, immediately after the passing of the special resolution, the words" And reduced" must be added to the company's name. See s. 10 of the Act of 1867. A petition should then be presented as in Form 179, and the subsequent procedure will be found set out in great detail in the Order of Court of 21 March, 1868, Buckley, 519. In these cases it generally takes from six months to a year to complete the reduction. When the order is made confirming the reduction, it generally provides that the company shall continue the words "And reduced" for a fortnight. In either case the petition should be supported by an affidavit (usually made by the chairman of the directors), deposing to the facts stated. A copy of the memorandum and articles, and the minute book of the proceedings of general meetings, should be made exhibits. Under s. 15 of the Act of 1867, a minute has to be approved by the Court, and filed with the Registrar of Joint Stock Companies. The minute must show with respect to the capital as altered, the amount, the number of shares, the amount of each share, and (under s. 4 of the Act of 1877) the amount per share deemed to be paid up. The following are examples of minutes which have been approved :— The capital of The Hydraulic Engineering Co., Limited, is 80,000l., divided into Form 180a. 20,000 shares of 47. each. At the time of the registration of this minute, 2,500 of the said shares are deemed fully paid up, and 9,493 of the said shares are deemed to have 37. per share paid up thereon, and the remaining 8 shares have never been issued. By order of M. R., 6 July, 1878, A. 1332. The capital of the General Mining Association, Limited, is 219,7527., divided into Form 180b. 27,469 shares of 81. each, fully paid up. Malins, V.-C., 17 Jan. 1880. The capital of the company is 1,000,2007. sterling, in 50,000 A. or ordinary shares Form 180c. of 107. each, on which the sum of 107. per share has been and is to be deemed to have been paid up, and 25,000 B. or preference shares of 201. each, on 22,864 of which the sum of 201. per share has been and is to be deemed to have been paid up, and on the remaining 2,136 (which have not yet been issued) no sum per share has been, or is to be deemed to have been paid up, and 200 shares of 17. each, on which the sum of 17. per share has been, and is to be deemed to have been paid up. Railway Share Trust Co., M. R., 4 Aug., 1879. In Re Birmingham & Midland Counties Val de Travers Paving Co., where an order was made confirming a reduction which involved a prospective return of capital, the order approved of a minute, and gave the company "liberty to apply in chambers for the approval of such further minutes in addition to that set forth in the schedule hereto, as may be from time to time required for the purpose of the reduction of capital hereby authorised." 14 Dec. 1878. In all cases the order having been obtained, an office copy should be filed with the Registrar of Joint Stock Companies, who will thereupon give his certificate in τ Form 181. accordance with s. 15 of the Act of 1867. This should also be filed. The advertisement can be as follows: Form 181. Advertisement of order reducing capital. In the matter of the Company, Limited, [and Reduced] and in the matter of the Companies Acts, 1867 and 1877. Notice is hereby given that the order of the High Court of Justice (Chancery Division) dated, &c. Confirming the reduction of the capital of the above named company from 7. to 7. and the minute (approved by the court) showing with respect to the capital of the company as altered the several particulars required by the above statutes, were registered by the Registrar of Joint Stock Companies, on the day of And further take notice that the said minute is in the words and figures following: "The capital, &c." Dated the day of of Solicitors for the Company. Transfer of business of Life Assurance Company. The Life Assurance Companies Act, 1870, 33 & 34 Vict. c. 61, provides that no company [i.e., life assurance company], shall amalgamate with another, or transfer its business to another, unless such amalgamation or transfer is confirmed by the Court as therein mentioned. In the first edition of this work a copy was given [p. 566] of the petition used upon a transfer which was carried out under the Act; but proceedings under the Act are so rare that it does not seem worth while to repeat the form in this edition. However, an outline of the form referred to is subjoined : The petition was intituled, In the matter of the Act of 1862, and of the Act of 1870, and of the company, and was presented by the directors and liquidators of the company. It stated : Form 182. Petition. 1. Formation of company, registered office, objects. 2. Capital. 3. Change of name. 4. As to the policies and annuities issued or granted. 5. Net liability of 31st January, 1874. 6. Certain further policies issued. 7 and 8. Formation of the purchasing association under Friendly Societies Acts, rules, objects, &c. 9 and 10. Trustees of association. 11. Actuarial investigation of affairs of company had been made which showed that some arrangement was necessary. 12. Conditional agreement for transfer of liabilities of company to association set out in full. 13. Resolution of company passed approving of the agreement and for voluntary winding up. 14. Supervision order made. 15. Approval of the agreement by the association in general meeting. 16. Statements showing that the statutory requisitions have been complied with. See s. 14 of the Act of 1870. 17. Position of association. 18. Statement that the arrangement was equitable and would be beneficial, &c. Prayer: That the conditional agreement and the arrangement intended to be effected thereby might be sanctioned and confirmed by the court, and carried into effect, &c. Respondents: The association and the trustees Form 182 thereof. The writer believes that there have only been two proceedings for amalgamation or transfer under the Act of 1870, viz., the transfer (above referred to) of the business of the Citizen Assurance Corporation, Limited, to the Provident Clerks, &c., Association, in 1874, and the transfer of the business of the London and Southwark Insurance Corporation, Limited, to the London and Lancashire Life Ass. Co., in 1880. See 28 W. R. 565. Winding up Petitions. In the High Court of Justice. Chancery Division. Vice-Chancellor. [Or Master of the Rolls.] In the matter of the Companies Acts, 1862 and 1867. To Her Majesty's High Court of Justice. See s. 81 of the Act of 1862, and ss. 16 & 34 of the Judicature Act, 1873. Form 183. Petition of judgment creditor. The humble petition of of showeth as follows: 1. The Company, Limited (hereinafter called the company), was in the month of, 1872, incorporated under the Companies Acts, 1862 and 1867, as a company limited by shares. 2. The registered office of the company is at 3. The objects for which the company was established are as follows: (a) To, &c. Here the objects will be set out, or the paragraph may be framed as in Form 179. 4. The nominal capital of the company is 20,000l., divided into 2,000 shares of 107. each. The whole of the said shares have been issued. 5. Your petitioner is the holder for valuable consideration of a bill of exchange, dated the day of, for 2501., payable six months. upon and accepted by the company and The said bill was not met at maturity. after date, drawn by indorsed by divers persons. 6. On or about the day of -, your petitioner duly commenced and prosecuted an action in the Common Pleas Division of the High Court of Justice against the company for the recovery of the amount of the said bill and interest. 7. The company failed to appear to the writ in the said action, and your petitioner on the day of, signed and recovered judgment in the said action against the company for the sum of 2511. 5s. and costs, which costs were afterwards taxed and certified to amount to |