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21 1924

COMPANIES (RE-CONSTITUTION OF RECORDS) ACT, 1924

SECOND SCHEDULE.


Form of Statement to be made under this Act.

Particulars of Name and Constitution of Company as at 25th May, 1921.

1.    Name of Company

2.    Former Name (if any) of Company, and date of Certificate of Change of Name

3.    Registered Office of Company

4.    Date of Incorporation of Company

5.    The Company is constituted and regulated by

(State whether by Memorandum and Articles, Special Act, Royal Charter, Letters Patent, Deed of Settlement, or how otherwise, and give dates and other particulars, mention any relevant Special Resolutions and Court Orders.)

6.    Class of Company:—

(a) Whether limited or unlimited

(b) Whether limited by shares or by guarantee

(c) If limited by guarantee, is there a share capital?

(d) If unlimited, is there a share capital?

7.    Nominal capital of Company at date of incorporation, or, if the Company has no share capital, the number of members with which it was registered

8.    Dates and amounts of all subsequent increases of capital, or, if the Company has no share capital, dates and numbers of all subsequent increases of number of members

9.    Has the Company consolidated and divided share capital into shares of larger amount? If so, give dates and particulars

10.    Has the Company converted any of its shares into stock or reconverted stock into shares? If so, give dates and particulars

11.    Dates and amounts of all subsequent reductions of capital and how effected

12.    Has any Liquidator been appointed? If so, state his name and address, the date and manner of his appointment and whether he is still acting, and attach a Notice of Appointment of Liquidator in the prescribed form or an office copy of the Order of the Court to wind up the Company

13.    Has any Receiver been appointed? If so, state his name and address, the date and manner of his appointment and whether he is still acting, and attach a Notice of Appointment of Receiver in the prescribed form

14.    Has the Company at any time passed a Special Resolution? If so, state the date and description of every such Resolution, and attach a copy duly authenticated by the seal of the Company, of every such Resolution passed prior to the 26th May, 1921

N.B.—Manuscript copies will be accepted by the Registrar if printed copies are not available.

15.    Has the Company at any time since the 30th June, 1908, passed an Extraordinary Resolution? If so, state the date and description of every such Resolution, and attach a copy, duly authenticated by the seal of the Company, of every such Resolution passed since the said 30th June, 1908, and prior to the 26th May, 1921

N.B.—Manuscript copies will be accepted by the Registrar if printed copies are not available.

16. Particulars of Share Capital on the 25th May, 1921:—

Nominal Share Capital, £_______, divided into _______ shares of £ _______ each. Total number of shares taken up to the 25th day of May, 1921, __________

Number of shares issued subject to payment wholly in cash

__________

Number of shares issued as fully paid up otherwise than in cash

__________

Number of shares issued as partly paid up to the extent of _______ per share otherwise than in cash

__________

There

has

been

called

up

on

each

of

_______

shares

_______

£__________

_______

_______

£__________

_______

_______

£__________

Total amount of calls received, including payment on application and allotment

£__________

Total amount (if any) agreed to be considered as paid on shares which have been issued as fully paid up otherwise than in cash

£__________

Total amount (if any) agreed to be considered as paid on _______ shares which have been issued as partly paid up to the extent of _______ per share otherwise than in cash

£__________

Total amount of calls unpaid

£__________

Total amount (if any) paid on _______ shares forfeited

£__________

Total amount of shares and stock for which share warrants are outstanding

£__________

Number of shares or amount of stock comprised in each share warrant

£__________

17. Particulars of Contracts entered into by the Company providing for the allotment of shares for a consideration other than cash:—

Date of Contract

Names of Parties

Consideration passing to the Company

Particulars of shares allotted for such consideration

 

 

 

 

18. Particulars of Mortgages and Charges created by the Company:—

A.—Mortgages and Charges created prior to 1st July, 1908, which would have required registration if created on or after that date, but excluding Mortgages and Charges required to be registered under Section 14 of the Companies Act, 1900.

State in regard to every such Mortgage or Charge the following particulars, viz:—

(a) The date of creation and description

(b) The amount secured

(c) Short particulars of the property charged

(d) Names and addresses of the Mortgagees or chargeants or other persons entitled to the mortgage or charge

(e) Amount and date of registration of all registered satisfactions

State also the total amount outstanding on the 25th May, 1921, on such Mortgages and Charges

B.—Registered Mortgages and Charges created on or after 1st January, 1901, and before the 26th May, 1921, other than Debentures of a series ranking pari passu.

State in regard to every such Mortgage or Charge the following particulars, viz.:—

(a) Date of creation and description

(b) Date of registration

(c) Particulars of the amount originally secured and the amount outstanding on the 25th May, 1921

(d) Short particulars of the property charged

(e) Names of the Mortgagees or chargeants or other persons entitled to the mortgage or charge.

(f) Amount and date of registration of all registered satisfactions

C.—Debentures of a series ranking pari passu issued on or after the 1st January, 1901, and prior to the 26th May, 1921.

State in regard to every such series of Debentures the following particulars, viz.:—

(a) Date of registration

(b) Total amount secured by the series

(c) Date of resolution authorising the issue of the series

(d) Date and amount of each issue of the series

(e) Amount paid off and cancelled

(f) Amount outstanding on the 25th May, 1921

(g) Date of the covering Deed

(h) Short general description of the property charged

(i) Names of the Trustees for the debenture-holders

(j) Amount and date of registration of all registered satisfactions

(k) Whether any commission or discount was paid or allowed for procuring or agreeing to procure subscriptions for any shares in the Company, and if so, refer to the Articles authorising the payment or allowance, and state the rate of the commission or discount and the date of the circular or notice, if any (not being a prospectus), inviting subscriptions for the shares and disclosing the amount or rate of the commission or discount

19. Names, etc., of the Directors of the Company on the 25th May, 1921.

Name in full

Usual Residence

Nationality

Other business occupation (if any)

 

 

 

 

20. Additional particulars as at 25th May, 1921, to be furnished by a Private Company.

(a) Were the clauses necessary to constitute the Company a “Private Company” included in the Articles of Association of the Company at the date of its incorporation?

If not, state the date of the Special Resolution converting the Company into a Private Company.

(b) If the Company was incorporated on or after the 1st January, 1901, and was not a Private Company at the date of incorporation, has the Company at any time issued any invitation to the public to subscribe for any of its shares?

If so, state (i) Date of the prospectus offering shares for public subscription

(ii) Amount of share capital first offered for public subscription

(iii) Minimum subscription fixed by Memorandum or Articles of Association and named in the Prospectus or Statement in lieu of Prospectus

(iv) Amount of subscribed capital upon which the Company proceeded to the first allotment of shares payable wholly in cash.

(v) Date of Certificate to entitle Company to commence business

21. Additional particulars as at 25th May, 1921, to be furnished by a Company incorporated on or after the 1st January, 1901, which is not a Private Company.

(a) Has the Company at any time issued any invitation to the public to subscribe for any of its shares or debentures?

(b) Date of Prospectus offering shares or debentures for public subscription

(c) Amount of share capital first offered for public subscription

(d) Amount of debentures offered for public subscription

(e) Minimum subscription fixed by the Memorandum or Articles and named in the Prospectus or Statement in lieu of Prospectus

(f) Amount of Subscribed Capital upon which the Company proceeded to the first allotment of shares payable wholly in cash

(g) Date of Certificate entitling the Company to commence business

(h) Has the Company been at any time a Private Company?

(i) If so, state when it was converted into a Public Company

22.    Documents of which copies are sent herewith.

(Set out here a list of the documents of which copies are sent, pursuant to Section 3 and Schedule 3 of the Companies (Re-constitution of Records) Act, 1924.)

23.    Certificates sent herewith.

(Set out here a list of the original certificates sent, pursuant to Section 3 and Schedule 4 of the Companies (Re-constitution of Records) Act, 1924.)

The Common Seal of the Company was hereunto affixed this _________ day of ____________ 192 , in the presence of

________________

________________

________________

________________

________________

}

 

Directors.

 

 

Secretary.

Statutory Declaration.

State in this Declaration the offices in the Company held by the Declarants.

We,________________________________ of_______________________ and_________________________________________ of _______________________ do hereby solemnly and sincerely declare that the several particulars, matters, and things hereinbefore stated are true and correct; that the ______________, Limited, has not been dissolved or struck off the Register, and that no order was made nor resolution passed prior to the 26th May, 1921, for the winding-up of the said Company.

The wording of this Declaration should, if necessary, be amended in accordance with the facts.

Declared by the above-named

___________________

___________________

before me at____________

___________________

this _____ day of.

_______________192

 

 

___________________

___________________