That all documents required by the companies

Một phần của tài liệu the english banking system (Trang 146 - 153)

SHARE AND STOCK CERTIFICATES

2. That all documents required by the companies

acts have been duly filed with the registrar of joint stock companies, and the dates of filing.

3. The numberof shares applied for by the public.

4. The number of shares allotted unconditionally to the public (Nos to ), and the

amountper share paid thereon in cash.

5. The numberofsharesallotted foraconsideration other than cash (being Nos to ).

6. The amount of deposits paid, and that such de- posits are absolutely free from any lien.

7. Thatthe sharecertificatesarereadyfordelivery, that the purchase of the properties has been completed and the purchase money paid,and that no impediment exists to the settlement of the account.

8. The total number of allottees and the largest

number of shares (a) applied for by and {b) allotted to any one applicant.

After the application form has been signed there must be supplied in the case of debentures and debenture stock

The certificate of incorporation, or act of Parliament, and the certificate that the company is entitled to com- mence business.

A certified printed copy of the mortgage deed or other similar document, and the official certificate of the regis- tration of the mortgage or charge.

Certified copiesofthe articlesof association, resolutions, or other authority for the presentissue.

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The English Banking System

Two certified copies of the prospectus.

The original letters of application.

The allotment book containing a list of applicants, the

amountappliedforbyeach,andtheresult ofeachapplica- tion,with asummary of thewholesigned bythechairman andsecretary.

Should the allotment have takenplace at an interval of six months or more before the date of the application, a certified list of present stockholders will also be required.

A copy ofthe allotmentletterand thedatewhen posted.

A specimenofthe debentures or debenturestockcertifi- cate, and of the scrip where scrip is issued; certificates of debenture stock alloted to vendors in lieu of money pay- mentsbeing enfaced "issuedtovendors."

A copyofthelastpublishedReport andAccounts.

Thebankers' passbook, accompanied byacertificate,on a special form, from the company's bankers, stating the

amount of deposits received by them and the amount of debenturesordebenturestock on whichsuchdeposits (i.e.,

application money only, being £ per debenture) were

paid.

Astatutory declaration bythe chairman and secretary, stating

:

1

.

Thattheprospectuscomplieswiththe provisions ofthecompanies acts,and thatalldocuments required by the companies acts have been duly filed with the registrar of joint-stock companies,andthe datesoffiling.

2. The amountofstock appliedforbythepublic.

3. The amountunconditionally allotted tothepub-

lic (Nos _.-.to ..).

4. The amount,viz: £ ,percent,paidthereon incash.

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National Monetary Commission

5. The amount allotted for a consideration other

than cash (Nos to ).

6. The total amount of deposits, and that such de- positsareabsolutelyfreefrom any lien.

7. That the debentures or debenture stock certifi- cates arereadyfor delivery,andthat thereisno impediment to the settlement of the account.

8. That a trust deed has been executed and com-

pleted,ifsuchbethecase.

9. The effect of such trust deed, and the nature of the charge created thereby in favor of the debentureholders.

10. Thetotalnumberofallottees.

11. The largest amount of debentures or debenture stock (a) appliedforby,and (6) allottedtoany oneapplicant.

Astatutory declaration bythe chairman and secretary, stating

1 Thetotalamountofthe authorizedcapital ofthe company, and howconstituted.

2. The numberofsharesallottedunconditionally to the public (Nos. to ), and the

amountpaidoneachshareincash.

3. The number ofsharestakenbyconcessionnaires, ownersofproperty, contractors or otherparties

. not included in the public allotment (being

Nos to. ).

4. That the share certificates have been delivered;

that the purchase of the properties has been completedandthepurchasemoneypaid.

SCRIP.

In addition to the requirements made in the case of definitivestock orbonds, a specimenofthescrip certificate

mustbesupplied.

142

The English B (^ n k i n g System

Afterthe applicationformhasbeensigned theremustbe suppUedin the caseof further issues

Aking's printers'copy ofthe actof ParHamentauthoriz- ing, resolutions, etc., creating, and circular or prospectus offering, newissue.

If shares have been issued credited as fully or partly paid, certified printed copies of the contracts relating thereto.

A copyoftheallotmentletter.

A copyofthelastreportandaccounts.

Aspecimenofthesharecertificate.

Theallotmentbookunlessthe allotmentispro rata.

Astatutory declarationby the secretary stating

:

1

.

Thattheprospectus orcircular complieswiththe provisionsofthecompaniesacts.

2. That all documents required by the companies

acts have been duly filed with the registrar of joint stock companies, and the dates of filing.

3. That the shares (Nos to _) have beenappliedforby andunconditionallyallotted to the shareholders or the public or sold upon themarket,asthecasemaybe.

4. The amountpersharepaid in cash.

5. The total number of allottees, and the largest

numberofsharesappliedforby andallottedto anyoneapplicant.

6. Thatcertificates are ready to be issued and that thereisno impedimenttothesettlementofthe account. It must also be stated whether or not theshares are inall respectsidentical with thosealreadyquotedintheofficiallist.

The statement that shares are in all respects identical

meansthat

They are of the same nominal value, and that the same amount per share has been called up.

76651—10 10 143

National Monetary Commission

They carry the same rights as to unrestricted transfer, attendance and voting at meetings, and in all other respects.

They are entitled to di\'idend at the same rate and for the same period, so that at thenext ensuing distribution thedividend payableon eachshare willamount toexactly the samesum.

The statement that stock is in all respects identical

meansthat

All the stock is entitled to the same rights as to unre- stricted transfer, and in all other respects.

Allthe stockis entitledtodividend atthesamerate and

for the same period, so that at the next ensuing distribu- tion the dividend payable on each £ioo of the stock will

amount to exactly the same sum.

After the application form has been signed there must be suppliedin the case of vendors' shares

A certified list of the present holders of the vendors' shares.

Acertifiedcopyofthelastpublishedreportandaccounts ofthecompany.

A specimen ofthe share certificate.

Astatutory declarationby the secretary stating

1. That the vendors' shares (Nos. to )

have allbeenissued and certificatesdelivered

2. That the shares are in allrespects identical with those already quoted in the official list.

After the application form has been signed there must besupplied inthe case ofold companies

The certificate of incorporation, or act of Parliament, and the certificatethat the company is entitled to com- mencebusiness.

Authenticated copies of all concessions and similar documents, with notarially certified printed translations.

144

The English Banking System

Certifiedcopies ofallprospectuses, originalorotherwise, indorsed with the date when first advertised.

Two certified copies of the memorandum and articles of association.

Aspecimenof the share certificate and of the allotment

letter.

A certified copy of present register of shareholders.

Certified printed copies of contracts, agreements, etc., togetherwith copies ofall contractsrelating tothe issue of shares credited as fully or partly paid.

A certified copy of the company's last published report andaccounts.

A short historyof the company,settingforth its origin, progress,dividends, etc.,thenumber of transfersregistered during the last twelve months, and the number of shares represented by such transfers.

Statutory declaration by the chairman and secretary, stating the following particulars:

1. That the prospectus complied with the provi- sions of the companiesacts.

2. That all documents required by the companies

acts have been duly filed with the registrar of joint stock companies, and the dates of filing.

3. The numberof shares applied for by the public.

4. The number of shares allotted unconditionally to the public (Nos. to ), and the

amount per sharepaid thereon incash'.

5. The numberofsharesallotted foraconsideration other than cash (being Nos. to ).

6. That the share certificates have been delivered;

that the purchase of the properties has been completed and the purchg,se moneypaid.

ằ45

National Monetary Commission

After the application form has been signed there must besuppHedinthe caseofcolonial andforeigncompanies

Thecertificate of incorporation, or act of Parliament, or othersimilardocument.

Two copies of the statutes or articles of association or notarialtranslations of thesame.

Acertified list of present shareholders.

Aspecimen ofthe share certificate.

Copies of all agreements, concessions, deeds, etc., or notariallycertifiedprinted translationsof thesame.

Acertifiedcopyoflastpublishedreportandaccounts,or translation ofthe same.

Official evidence of quotation in the country to which they belong or wherethe issue has been made.

Ashort history ofthe establishmentand progressof the

company fromitsincorporation to the present time, includ- ingparticula,rs as tothe issueofthecapital.

Adeclaration stating

1. The numberofsharesallotted.

2. The amountper share paidincash.

3. Thatthe shares are ready fordelivery, and that no impediment exists to the settlement of the account.

After the applicationformhasbeensigned,theremustbe suppliedinthe caseofreconstructedcompanies

The certificate of incorporation, and the certificate that the company is entitledto commence business.

A statementofthe planof reconstruction, togetherwith certifiedcopiesofallresolutionspassedand circularsissued in connectionwiththe reconstruction.

Theallotment book,with asummarysignedbythechair-

man and secretary.

Theallotmentletter,andthedatewhenposted.

Aspecimenofthe sharecertificate.

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The English Banking System

Two certified copies of the memorandum and articles of association.

Certified printed copiesof allcontracts, agreements,etc.

Copies of all contracts relating to the issue of fully or partlypaidshares.

A statutory declaration by the chairman and secretary stating

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