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Companies

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COMPANIES. Before dealing with a joint stock company, a banker should make himself acquainted with its memorandum and articles of association. Every person who does business with a company is bound by the contents of those documents. When an account is opened by a company, it is advisable that the banker should be fur nished with a copy of the memorandum and articles, so that he may ascertain exactly what regulaticns there are in connection with keeping a banking account, and with draw ing, accepting and indorsing bills and what powers of borrowing and of mortgaging the property of the company is given to the directors. A copy of the company's balance sheet should also be obtained. The com pany should pass a resolution respecting the opening of the account, and embody therein the regulations of the company with respect to the way in which cheques are to be drawn and indorsed, and bills drawn, accepted and indorsed. A copy of the resolution, signed by the chairman or the secretary, and a specimen of the signature of each person who has power to sign, should be furnished to the banker.

If the company has issued debentures or debenture stock, it will be necessary to ascertain in what way they are secured, particularly if the title deeds of the com pany's property are offered as security, as , the company may be restrained from creating any charge in priority to the debentures. (See REGISTRATION OF MORT GAGES AND CHARGES.) In the case of a new company, it should be noted that it is only from the date of incorporation, as shown in the certificate of incorporation, that the company is capable of exercising the functions of an incorporated company. A contract entered into before that date will not be binding. It may be necessary, in some cases, for the banker to see the certificate of incorporation. (See I ARTICLES OF ASSOCIATION.) The Companies (Consolidation) Act, 1908, enacts : " Section 87. (1) A company shall not , commence any business or exercise any borrowing powers unless " (a) shares held subject to the ' payment of the whole amount thereof in cash have been allotted to an amount not less in the whole than the minimum subscription ; and • ' (b) every director of the com pany has paid to the com pany on each of the shares taken or contracted to be taken by him, and for which he is liable to pay in cash, a proportion equal to the pro portion payable on applica tion and allotment on the shares offered for public subscription, or in the case of a company which does not issue a prospectus inviting the public to subscribe for its shares, on the shares payable in cash ; and " (c) there has been filed with the registrar of companies a statutory declaration by the secretary or one of the directors, in the prescribed form, that the aforesaid conditions have been com plied with ; and " (d) in the case of a company which does not issue a pro pectus inviting the public to subscribe for its shares there has been filed with the registrar of companies a statement in lieu of pros pectus.

" (2) The registrar of companies shall, on the filing of this statutory declara tion, certify that the company is entitled to commence business, and that certificate shall be conclusive evidence that the company is so entitled : Provided that in the case of a com pany which does not issue a pros pectus inviting the public to subscribe for its shares the registrar shall not g,ve such a certificate unless a state ment in lieu of prospectus has been filed with him.

" (3) Any contract made by a company before the date at which it is entitled to commence business shall be pro visional only, and shall not be binding on the company until that date, and on that date it shall become binding.

" (4) Nothing in this Section shall prevent the simultaneous offer for subscrip tion or allotment of any shares and debentures or the receipt of any money payable on application for debentures.

" (5) If any company commences business or exercises borrowing powers in contravention of this Section, every person who is responsible for the contravention shall, without pre judice to any other liability, be liable to a fine not exceeding fifty pounds, for every day during which the contravention continues.

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