" (2) Each share in a company having a share capital shall be distinguished by its appropriate number.
" 23. A certificate, under the common seal of the company, specifying any shares or stock held by any member, shall be prima facie evidence of the title of the member to the shares or stock.
Power of Company to Arrange for Different amounts being paid on Shares.
" 39. A company, if so authorised by its articles, may do any one or more of the following things ; namely : " (1) Make arrangements on the issue of shares for a difference between the shareholders in the amounts and times of payment of calls on their shares : " (2) Accept from any member who assents thereto the whole or a part of the amount remaining unpaid on any shares held by him, although no part of that amount has been called up ; " (3) Pay dividend in proportion to the amount paid up on each share where a larger amount is paid up on some shares than on others.
Power to Return Accumulated Profits in ' Reducton of paid-up Share Capital.
"40. (1) When a company has accumu lated a sum of undivided profits, which with the sanction of the shareholders may be distributed among the shareholders in the form of a dividend or bonus, it may, by special resolution, return the same, or any part thereof, to the share holders in reduction of the paid-up capital of the company, the unpaid capital being thereby increased by a similar amount.
Power of Company limited by Shares to Alter its Share Capital.
" 41. (1) A company limited by shares, if so authorised by its articles, may alter the conditions of its memor andum as follows (that is to say), it may : " (a) increase its share capital by the issue of new shares of such amount as it thinks expedient ; (b) consolidate and divide all or any of its share capital into shares of larger amount than its existing shares ; •' (c) convert all or any of its paid-up shares into stock, and reconvert that stock into paid-up shares of any denomination ; " (d) subdivide its shares, or any of them, into shares of smaller amount than is fixed by the memorandum, so, however, that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in the case of the share from which the reduced share is derived ; " (e) cancel shares which, at the date of the passing of the resolution in that behalf, have not been taken or agreed to be taken by any person, and diminish the amount of its share capital by the amount of the shares so cancelled.
" (2) The powers conferred by this Section with respect to subdivision of shares must be exercised by special resolution.
Re-organisation of Share Capital.
" 45. (1) A company limited by shares may, by special resolution confirmed by an order of the Court, modify the conditions contained in its memor andum so as to re-organise its share capital, whether by the consolida tion of shares of different classes or by the division of its shares into shares of different classes : " Provided that no preference or special privilege attached to or belonging to any class of shares shall be interfered with except by a resolution passed by a majority in number of shareholders of that class holding three-fourths of the share capital of that class and confirmed at a meeting of shareholders of that class in the same manner as a special resolution of the company is required to be confirmed, and every resolution so passed shall bind all shareholders of the class." A limited company may, by special resolution, determine that any part of its share capital which has not already been called up shall not be capable of being called up, except for the purposes of the company being wound up. (Section 59, see RESERVE LIABILITY.) In addition to the fees to be paid, by a company having a share capital, to the registrar of companies, as provided by the Companies (Consolidation) Act, 190S (see FEES PAYABLE TO REGISTRAR OF COMPANIES), there is a duty of five shillings (imposed by Section 112, Stamp Act, 1891, and amended by Section 7 of the Finance Act, 1899) on every D 00 of the nominal share capital.
(See BLANK TRANSFER, COMPANIES, LEENIAN'S -ACT, REDUCTION OF SHARE CAPITAL, TRANS FER OF SHARES.)