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COMPANIES CLAUSES ACT 1863

COMPANIES CLAUSES ACT 1863 - LONG TITLE

An Act for consolidating in One Act certain Provisions frequently
inserted in Acts relating to the Constitution and Management of
Companies incorporated for carrying on Undertakings of a public
Nature.
[28th July 1863]
1845 c.16

And Whereas sundry provisions of the like nature, but not comprised
in the said general Acts respectively, are now frequently introduced
into Acts of Parliament relating to such companies; and it is
expedient to comprise such last-mentioned provisions also in one
general Act, such Act to be applicable to ... Ireland ... and that
as well for the purpose of avoiding the necessity of repeating such
provisions in the Acts relating to such undertakings, as for
ensuring greater uniformity in the provisions themselves:

COMPANIES CLAUSES ACT 1863 - SECT 1
Short title.

1. This Act may be cited as the Companies Clauses Act, 1863.

COMPANIES CLAUSES ACT 1863 - SECT 2
Division of Act into parts.

2. This Act shall be deemed to be divided into four parts, as
follows:

Part I relating to cancellation and surrender of shares;

Part II relating to additional capital;

Part III relating to debenture stock;

Part IV relating to change of name.

Application of Part I.

COMPANIES CLAUSES ACT 1863 - SECT 3

3. This part of this Act shall apply to every company incorporated
either before or after the passing of this Act which obtains a
special Act incorporating this part of this Act.

COMPANIES CLAUSES ACT 1863 - SECT 4
Power to company to cancel forfeited shares.

4. Where any share of the capital of the company is after the
passing of this Act declared forfeited under and in pursuance of
the provisions with respect to the forfeiture of shares for
non-payment of calls contained in the Companies Clauses Consolidation
Act, 1845,... and the forfeiture is confirmed by a meeting in
accordance with the same provisions respectively, and notice of the
forfeiture has been given,then and in every such case, if the
directors of the company are unable to sell the share for a sum
equal to the arrears of calls and interest and expenses due in
respect thereof, the company at any general meeting held not less
than two months after such notice is given may, in case payment of
the arrears of calls, interest, and expenses due in respect thereof
is not made by the registered holder of the share before the
meeting is held, resolve that the share instead of being sold,
shall be cancelled; and the share shall thereupon be cancelled
accordingly.

COMPANIES CLAUSES ACT 1863 - SECT 5
Evidence for cancellation of forfeited shares.

5. A declaration in writing made by some credible person, in...
Ireland before a justice, ... stating that a sum of money
sufficient to pay the arrears of calls, interest, and expenses due
in respect of the share, could not at the time of the cancellation
of the share be obtained for the same upon the Stock Exchange
prescribed in the special Act, and, if no Stock Exchange is
prescribed, then upon the Stock Exchange,... as to Ireland, of the
City of Dublin, shall be sufficient evidence of the fact so
declared.

COMPANIES CLAUSES ACT 1863 - SECT 6
Payment of calls in arrear notwithstanding cancellation.

6. Where it is so resolved that any share shall be cancelled, the
holder thereof shall from and after the passing of the resolution
be precluded from all right and interest therein and in respect
thereof; but the cancellation shall not affect the liability of the
last registered holder of the share to pay to the company all
arrears of calls, interest, and expenses due in respect of the
share at the time of the cancellation, or the power of the company
to enforce payment thereof by action or otherwise.

COMPANIES CLAUSES ACT 1863 - SECT 7
Value of forfeited shares to be deducted from amount due in respect
thereof, &c.

7. Provided always, that if the company enforces the payment of the
arrears of calls, interest, and expenses under the last preceding
provision, the value of the share at the time of the cancellation
thereof shall be deducted from the amount so then due; provided
also, that if payment of all arrears of calls, interest, and
expenses is made before such meeting as aforesaid is held, the
share shall revert to the person to whom it belonged at the time
of the forfeiture, and shall be re-entered on the company's register
accordingly.

COMPANIES CLAUSES ACT 1863 - SECT 8
Company may cancel forfeited shares with consent of holders.

8. Where any share is declared forfeited, or where any sum payable
on any share remains unpaid, the company, with the consent in
writing of the registered holder of the share, and with the
sanction of a general meeting may resolve that the share shall be
cancelled; and immediately thereupon the share shall be cancelled,
and all liabilities and rights with respect to the share shall
thereupon be absolutely extinguished.

COMPANIES CLAUSES ACT 1863 - SECT 9
As to surrender of shares.

9. The company may from time to time accept, on such terms as
they think fit, surrenders of any shares which have not been fully
paid up.

COMPANIES CLAUSES ACT 1863 - SECT 10
No money to be paid for cancellation or surrender.

10. The company shall not pay or refund to any shareholder any sum
of money for or in respect of the cancellation or surrender of any
share.

COMPANIES CLAUSES ACT 1863 - SECT 11
Power to create shares in lieu of shares cancelled or surrendered.

11. The company may from time to time, in lieu of any shares that
have been cancelled or surrendered, issue new shares of such amounts
as will allow the same to be conveniently apportioned or disposed
of according to the resolution of any ordinary or extraordinary
meeting of the company, and may from time to time fix the amounts
and times of payment of the calls on any such new shares, and
dispose thereof on such terms and conditions as may be so resolved
upon: Provided, that the aggregate nominal amount of the new shares
shall not exceed the aggregate nominal amount of the shares in lieu
of which the new shares are issued, after deducting the amount
actually paid up in respect of the shares cancelled or surrendered.

Regulations as to creation and issue of ordinary shares or new
ordinary stock.

COMPANIES CLAUSES ACT 1863 - SECT 12

12. Where any company incorporated either before or after the
passing of this Act for the purpose of carrying on any undertaking,
is authorized by any special Act hereafter passed and incorporating
this part of this Act, to raise any additional sum or sums by the
issue of new ordinary shares, or by the issue of new ordinary
stock, or (at the option of the company) by either of those
modes,then and in every such case the company, with the sanction of
such proportion of the votes of the shareholders and stockholders
entitled to vote in that behalf at meetings of the company, present
(personally or by proxy) at a meeting of the company specially
convened for the purpose, as is prescribed in the special Act, and,
if no proportion is prescribed, then of three fifths of such votes,
may, for the purpose of raising the additional sum or sums, from
time to time create and issue, (according as the authority given by
the special Act extends to shares only, or to stock only, or to
both,) such new ordinary shares, of such nominal amount, and subject
to the payment of calls of such amounts and at such times, as the
company thinks fit, or such new ordinary stock as the company
thinks fit.

Regulations as to creation and issue of new preference shares or
new preference stock.

COMPANIES CLAUSES ACT 1863 - SECT 13

13. Where any such company is authorized by any special Act
hereafter passed and incorporating this part of this Act to raise
any additional sum or sums by the issue of new preference shares,
or by the issue of new preference stock, or (at the option of the
company) by either of those modes,then and in every such case the
company, with the like sanction as aforesaid, may for the purpose
of raising such additional sum or sums from time to time create
and issue, (according as the authority given by the special Act
extends to shares only, or to stock only, or to both,) such new
shares or new stock, either ordinary or preference, and either of
one class and with like privileges, or of several classes and with
different privileges, and of the same or different amounts, and
respectively with any fixed, fluctuating, contingent, preferential,
perpetual, terminable, deferred, or other dividend, or interest, not
exceeding the rate prescribed in the special Act, and if no rate
is prescribed, then not exceeding the rate of five pounds per
centum per annum, and subject (as to any such new shares) to the
payment of calls of such amounts and at such times, as the company
from time to time thinks fit:Provided always, that any preference
assigned to any shares or stock so issued under the special Act
shall not affect any guarantee or any preference or priority in the
payment of dividend or interest on any shares or stock, that may
have been granted by the company under or confirmed by any previous
Act, or that may be otherwise lawfully subsisting.

COMPANIES CLAUSES ACT 1863 - SECT 14
Preference shares to be entitled to dividends only out of the
profits of each year.

14. The preference shares or preference stock so issued shall be
entitled to the preferential dividend or interest assigned thereto,
out of the profits of each year, in priority to the ordinary
shares and ordinary stock of the company; but if in any year
ending on the day prescribed in the special Act, and, if no day
is prescribed, then on the thirty-first day of December, there are
not profits available for the payment of the full amount of
preferential dividend or interest for that year, no part of the
deficiency shall be made good out of the profits of any subsequent
year, or out of any other funds of the company.

COMPANIES CLAUSES ACT 1863 - SECT 15
Terms, &c. to be stated on certificates.

15. The terms and conditions to which any preference share or
preference stock is subject shall be clearly stated on the
certificate of that preference share or portion of preference stock.

Unissued shares and stock may be cancelled.

COMPANIES CLAUSES ACT 1863 - SECT 16

16. If, after having created new shares or new stock, the company
determines not to issue the whole of the new shares or new stock,
they may cancel the unissued new shares or new stock.

COMPANIES CLAUSES ACT 1863 - SECT 17
If ordinary stock or shares be at a premium, new shares or stock
to be offered to existing ordinary shareholders.

17. If, at the time of the issue of new shares or new stock, the
ordinary shares or ordinary stock of the company are or is at a
premium, then, unless the company before the issue of the new
shares or new stock otherwise determines, the new shares or new
stock then issued shall be of such amount as will conveniently
allow the same to be apportioned among the then holeers of the
ordinary stock and ordinary shares, respectively, in proportion, as
nearly as conveniently may be, to the ordinary shares and ordinary
stock held by them respectively, and shall be offered to them at
par in that proportion: Provided, that it shall not be obligatory
on the company so to apportion or offer any new shares or new
stock unless the amount of every new share or portion of new stock
to be so offered would, if so apportioned, be at least the sum
prescribed in the special Act, and, if no sum is prescribed, then
at least ten pounds.

COMPANIES CLAUSES ACT 1863 - SECT 18
Offer to be made by letter.

18. The offer of new shares or new stock shall be made by letter
under the hand of the treasurer or secretary of the company given
to every such shareholder or stockholder, as aforesaid, or sent by
post addressed to him according to his address in the shareholders
or stockholders address book, or left for him at his usual or then
last known place of abode in... Ireland...; and every such offer
made by letter sent by post shall be considered as made on the
day on which the letter in due course of delivery ought to be
delivered at the place to which it is addressed.

COMPANIES CLAUSES ACT 1863 - SECT 19
New shares or stock to vest on acceptance.

19. The new shares or portions of new stock so offered shall vest
in and belong to the shareholders or stockholders who accept the
same or their nominees.

COMPANIES CLAUSES ACT 1863 - SECT 20
As to disposal of new shares or stock to others.

20. If any shareholder or stockholder fails for the time prescribed
in the special Act, and if no time is prescribed then for one
month, after the offer to him of new shares or new stock, to
signify his acceptance of the same or any part thereof, then and
in every such case at the expiration of that period he shall be
deemed to have declined the offer of such new shares or new stock
or such part thereof as aforesaid, and the same may be disposed of
by the company as herein-after provided:Provided, that where a
shareholder or stockholder, from absence abroad or other cause
satisfactory to the directors of the company, omits to signify
within the time aforesaid his acceptance of the new shares or new
stock offered to him, the directors, if they think proper, may
permit him to accept the same, notwithstanding that such time has
elapsed.

COMPANIES CLAUSES ACT 1863 - SECT 21
General power to dispose of new shares and stock.

21. Subject to the foregoing provisions, the company may from time
to time dispose of new shares and new stock at such times, to
such persons, on such terms and conditions, and in such manner, as
the directors think advantageous to the company,....

Regulations as to creation and issue of debenture stock.

COMPANIES CLAUSES ACT 1863 - SECT 22

22. Where any company, incorporated either before or after the
passing of this Act for the purpose of carrying on any undertaking,
is authorized by any special Act hereafter passed, and incorporating
this part of this Act, to create and issue debenture stock,then and
in every such case the company, with the sanction of such
proportion of the votes of the shareholders and stockholders entitled
to vote in that behalf at meetings of the company, present
(personally or by proxy) at a meeting of the company specially
convened for the purpose, as is prescribed in the special Act, and,
if no proportion is prescribed, then of three fifths of such votes,
may from time to time raise all or any part of the money which
for the time being they have raised or are authorized to raise, on
mortgage or bond, by the creation and issue, at such times, in
such amounts and manner, on such terms, subject to such conditions,
and with such rights and privileges, as the company thinks fit, of
stock to be called debenture stock, instead of and to the same
amount as the whole or part of the money which may for the time
being be owing by the company on mortgage or bond, or which they
may from time to time have power to raise on mortgage or bond,
and may attach to the stock so created such fixed and perpetual
preferential interest..., payable half-yearly or otherwise, and
commencing at once, or at any future time or times, when and as
the debenture stock is issued, or otherwise as the company thinks
fit.

COMPANIES CLAUSES ACT 1863 - SECT 23
Debenture stock to be a prior charge, &c.

23. Debenture stock, with the interest thereon, shall be a charge
upon the undertaking of the company, prior to all shares or stock
of the company, and shall be transmissible and transferable in the
same manner and according to the same regulations and provisions as
other stock of the company, and shall in all other respects have
the incidents of personal estate.

COMPANIES CLAUSES ACT 1863 - SECT 24
Interest on debenture stock to be a primary charge.

24. The interest on debenture stock shall have priority of payment
over all dividends or interest on any shares or stock of the
company whether ordinary or preference or guaranteed, and shall rank
next to the interest payable on the mortgages or bonds for the
time being of the company legally granted before the creation of
such stock; but the holders of debenture stock shall not, as among
themselves, be entitled to any preference or priority.

COMPANIES CLAUSES ACT 1863 - SECT 25
Payment of arrears of interest may be enforced by appointment of
receiver.

25. If within thirty days after the interest on any such debenture
stock is payable the same is not paid, any one or more of the
holders of the debenture stock holding, individually or collectively,
the sum in nominal amount thereof prescribed in the special Act,
and if no sum is prescribed, then a sum equal to one tenth of
the aggregate amount which the company is for the time being
authorized to raise by mortgage, by bond, and by debenture stock,
or the sum of ten thousand pounds, whichever of the two
last-mentioned sums is the smaller sum, may (without prejudice to
the right to sue in any court of competent jurisdiction for the
interest in arrear) require the appointment in... Ireland of a
receiver....

COMPANIES CLAUSES ACT 1863 - SECT 26
Mode of appointing receiver, &c.

26. Every such application for a receiver shall be made to two
justices ...; and on any such application the justices... by order
in writing, after hearing the parties, may appoint some person to
receive the whole or a competent part of the tolls or sums liable
to the payment of the interest, until all the arrears of interest
then due on the debenture stock, with all costs, including the
charges of receiving the tolls or sums, are fully paid; and upon
such appointment being made all such tolls or sums shall be paid
to and received by the person so appointed; and all money so
received shall be deemed so much money received by or to the use
of the several persons interested in the same, according to their
several priorities.

The receiver... shall distribute rateably and without priority, among
all the proprietors of debenture stock to whom interest is in
arrear, the money which so comes to his hands, after applying a
sufficient part thereof in or towards satisfaction of the interest
on the mortgages and bonds of the company.

As soon as the full amount of interest and costs has been so
received, the power of the receiver... shall cease; and he shall be
bound to account to the company for his acts or intromissions or
the sums received by him, and to pay over to the company any
balance that may be in his hands.

COMPANIES CLAUSES ACT 1863 - SECT 27
Arrears may be recovered by action or suit.

27. If the interest on debenture stock is in arrear for thirty
days next after any of the respective days whereon the same is
payable, the holder for the time being thereof may (without
prejudice to his power to apply for the appointment of a
receiver...) recover the arrears with costs by action or suit
against the company in any court of competent jurisdiction.

COMPANIES CLAUSES ACT 1863 - SECT 28
Debenture stock to be registered.

28. The company shall cause entries of the debenture stock from
time to time created to be made in a register to be kept for
that purpose, wherein they shall enter the names and addresses of
the several persons and corporations from time to time entitled to
debenture stock, with the respective amounts of the stock to which
they are respectively entitled; and the register shall be accessible
for inspection and perusal at all reasonable times to every
mortgagee, bondholder, debenture stockholder, shareholder, and
stockholder of the company, without the payment of any fee or
charge.

COMPANIES CLAUSES ACT 1863 - SECT 29
Company to deliver certificate to holders of debenture stock.

29. The company shall deliver to every holder of debenture stock a
certificate stating the amount of debenture stock held by him; and
all regulations or provisions for the time being applicable to
certificates of shares in the capital of the company shall apply,
mutatis mutandis, to certificates of debenture stock.

COMPANIES CLAUSES ACT 1863 - SECT 30
Mortgages, &c. not to be affected by this Act.

30. Nothing herein or in the special Act authorizing the issue of
debenture stock contained shall in any way affect any mortgage or
bond at any time legally granted by the company before the creation
of such stock, or any power of the company to raise money on
mortgage or bond; but the holders of all such mortgages and bonds
shall, during the continuance thereof respectively, be entitled to
the same priorities, rights, and privileges in all respects as they
would have been entitled to if the special Act authorizing the
issue of debenture stock had not been passed.

COMPANIES CLAUSES ACT 1863 - SECT 31
Holders of debenture stock not to vote, &c.

31. Debenture stock shall not entitle the holders thereof to be
present or vote at any meeting of the company, or confer any
qualification, but shall, in all respects not otherwise by or under
this Act or the special Act provided for, be considered as
entitling the holders to the rights and powers of mortgagees of the
undertaking other than the right to require repayment of the
principal money paid up in respect of the debenture stock.

COMPANIES CLAUSES ACT 1863 - SECT 32
Application of money raised.

32. Money raised by debenture stock shall be applied exclusively
either in paying off money due by the company on mortgage or bond,
or else for the purposes to which the same money would be
applicable if it were raised on mortgage or bond instead of on
debenture stock.

COMPANIES CLAUSES ACT 1863 - SECT 33
Separate accounts of debenture stock.

33. Separate and distinct accounts shall be kept by the company,
showing how much money has been received for or on account of
debenture stock, and how much money borrowed or owing on mortgage
or bond, or which they have power so to borrow, has been paid off
by debenture stock, or raised thereby, instead of being borrowed on
mortgage or bond.

COMPANIES CLAUSES ACT 1863 - SECT 34
Borrowing powers extinguished to extent of debenture stock.

34. The powers of borrowing and re-borrowing by the company shall,
to the extent of the money raised by the issue of debenture stock,
be extinguished.

COMPANIES CLAUSES ACT 1863 - SECT 35
Application of Part III to mortgage preference stock, and funded
debt.

35. The provisions of this part of this Act shall be deemed to
apply to mortgage preference stock, and to funded debt, as the case
may require, in all respects as if mortgage preference stock or
funded debt were mentioned throughout this part of this Act wherever
debenture stock is mentioned therein.

Continuance of powers.

COMPANIES CLAUSES ACT 1863 - SECT 36

36. Where by any special Act hereafter passed and incorporating this
part of this Act the name of any company incorporated either before
or after the passing of this Act for the purpose of carrying on
any undertaking is changed,then and in every such case from the
passing of the special Act the company by their new name shall
have and may exercise the powers then vested in the company by
their original name; and all Acts relating to the company by their
original name shall be read and interpreted as if throughout those
Acts, whenever the original name of the company or any reference to
the company by their original name occurs, the new name of the
company or a reference to the company by their new name were
substituted.

COMPANIES CLAUSES ACT 1863 - SECT 37
Actions, &c. not to abate.

37. No action, suit, bill, process, writ, indictment, information, or
other proceeding, whether civil or criminal, which at or immediately
before the passing of the special Act is commenced and is then
pending,either at the suit or instance of the company, by their
original name, against any other corporation or any person, or at
the suit or instance of any other corporation or any person against
the company, by their original name,shall abate, determine, or be
otherwise impeached or affected for or by reason of the change of
the name of the company; nor shall any notice, tender, requisition,
warrant, summons, pleading, civil or criminal writ or other process,
record, deed, contract, agreement, writing, or instrument then or
thereafter to be made, issued, written, or commenced, be deemed to
be vacated, discharged, invalidated, prejudiced, or affected by reason
of the company or their undertaking being therein respectively called
by the original name of the company or undertaking; and it shall
not be necessary in any bill, suit, indictment, information,
proceeding, notice, tender, requisition, warrant, summons, pleading,
civil or criminal writ, or other process, or in any record, deed,
contract, agreement, writing, or other instrument or matter, to aver
that the company had been called or known for any period by the
original name of the company, or that their undertaking had been
called or known within that period by the original name of the
undertaking, and that by the special Act effecting the change the
names of the company and their undertaking were changed, and that
after the passing of that special Act the company had been called
or known by their new name, and their undertaking by its new name;
but it shall be deemed true, lawful, and sufficient therein to aver
the style and describe the company by their new name, and their
undertaking by its new name, in the same manner as if the company
had been originally incorporated, called, or known by their new
name, and as if their undertaking had been originally called or
known by its new name.

COMPANIES CLAUSES ACT 1863 - SECT 38
General saving of rights.

38. Notwithstanding the change of the name of the company,
everything before the passing of the special Act effecting the
change done, suffered, or confirmed under or by virtue of any other
Act shall be as valid as if the special Act effecting the change
were not passed; and the change of name and last-mentioned special
Act respectively shall accordingly be subject and without prejudice
to everything so done, suffered, or confirmed before the passing of
the last-mentioned special Act, and to all rights, liabilities,
claims, and demands, then present or future, which, if the change
of name had not happened and such last-mentioned special Act had
not been passed, would be incident to or consequent on anything so
done, suffered, or confirmed.

COMPANIES CLAUSES ACT 1863 - SECT 39
Contracts, &c. preserved.

39. Notwithstanding the change of the name of the company, all
deeds, instruments, purchases, sales, securities, and contracts before
the passing of the special Act effecting the change made under any
other Act, or with reference to the purposes thereof, shall be as
effectual to all intents in favour of, against, and with respect to
the company as if the name of the company had remained unchanged.