THE COMPANIES ACT, 1867. (30 & 31 VICT. c.131)

Reduction of Capital and Shares. (Power to Company to reduce Capital.) 　9. Any Company limited by Shares may, by special Resolution, so far modify the Conditions contained in its Memorandum of Association, if authorized so to do by its Regulations as originally framed or as altered by special Resolution, as to reduce its Capital; but no such Resolution for reducing the Capital of any Company shall come into operation until an Order of the Court is registered by the Registrar of Joint Stock Companies, as is herein-after mentioned. (Company to add ‘and Reduced’ to its Name for a limited Period.) 　10. The Company shall, after the Date of the passing of any special Resolution for reducing its Capital, add to its Name, until such Date as the Court may fix, the Words ‘and Reduced,’ as the last Words in its Name, and those Words shall, until such Date, be deemed to be Part of the Name of the Company within the Meaning of the Principal Act. (Company to apply to the Court for an Order confirming Reduction.) 　11. A Company which has passed a special Resolution for reducing its Capital, may apply to the Court by Petition for an Order confirming the Reduction, and on the Hearing of the Petition the Court, if satisfied that with respect to every Creditor of the Company who under the Provisions of this Act is entitled to object to theReduction, either his Consent to the Reduction has been obtained, or his Debt or Claim has been discharged or has determined, or has been secured as herein-after provided, may make an Order confirming the Reduction on such Terms and subject to such Conditions as it deems fit. (Definition of the Court.) 　12. The Expression ‘the Court,’ shall in this Act mean the Court which has Jurisdiction to make an Order for winding-up the petitioning Company, and the Eighty-first and Eighty-third Sections of the Principal Act shall be construed as if the Term ‘Winding-up’ in those Sections included Proceedings under this Act, and the Court may in any Proceedings under this Act make such Order as to Costs as it deems fit. (Creditors may object to Reduction, and List of objecting Creditors to be settled by the Court.) 　13. Where a Company proposes to reduce its Capital, every Creditor of the Company who at the Date fixed by the Court is entitled to any Debt or Claim which, if that Date were the Commencement of the winding-up of the Company, would be admissible in Proof against the Company, shall be entitled to object to the proposed Reduction, and to be entered in the List of Creditors who are so entitled to object. The Court shall settle a List of such Creditors, and for that Purpose shall ascertain as far as possible without requiring an Application from any Creditor the Names of such Creditors and the Nature and Amount of their Debts or Claims, and may publish Notices fixing a certain Day or Days within which Creditors of the Company who are not entered on the List are to claim to be so entered or to be excluded from the Right of objecting to the proposed Reduction. (Court may dispense with Consent of Creditor on Security being given for his Debt.) 　14. Where a Creditor whose Name is entered on the List of Creditors, and whose Debt or Claim is not discharged or determined, does not consent to the proposed Reduction, the Court may (if it think fit) dispense with such Consent on the Company securing the Payment of the Debt or Claim of such Creditor by setting apart and appropriating in such Manner as the Court may direct, a Sum of such Amount as is herein-after mentioned; (that is to say,) (1.) If the full Amount of the Debt or Claim of the Creditor is admitted by the Company, or, though not admitted, is such as the Company are willing to set apart and appropriate, then the full Amount of the Debt or Claim shall be set apart and appropriated. (2.) If the full Amount of the Debt or Claim of the Creditor is not admitted by the Company, and is not such as the Company are willing to set apart and appropriate, or if the Amount is contingent or not ascertained, then the Court may, if it think fit, inquire into and adjudicate upon the Validity of such Debt or Claim, and the Amount for which the Company may be liable in respect thereof, in the same Manner as if the Company were being wound up by the Court, and the Amount fixed by the Court on such Inquiry and Adjudication shall be set apart and appropriated. (Order and Minute to be registered.) 　15. The Registrar of Joint Stock Companies upon the Production to him of an Order of the Court confirming the Reduction of the Capital of a Company, and the Delivery to him of a Copy of the Order and of a Minute (approved by the Court), showing with respect to the Capital of the Company, as altered by the Order, the Amount of such Capital, the Number of Shares in which it is to be divided, and the Amount of each Share, shall register the Order and Minute, and on the Registration the special Resolution confirmed by the Order so registered shall take effect. Notice of such Registration shall be published in such Manner as the Court may direct. The Registrar shall certify under his Hand the Registration of the Order and Minute, and his Certificate shall be conclusive Evidence that all the Requisitions of this Act with respect to the Reduction of Capital have been complied with, and that the Capital of the Company is such as is stated in the Minute. (Minute to form Part of Memorandum of Association.) 　16. The Minute when registered shall be deemed to be substituted for the corresponding Part of the Memorandum of Association of the Company, and shall be of the same Validity and subject to the same Alterations as if it had been originally contained in the Memorandum of Association; and, subject as in this Act mentioned, no Member of the Company, whether past or present, shall be liable in respect of any Share to any Call or Contribution exceeding in Amount the Difference (if any) between the Amount which has been paid on such Share and the Amount of the Share as fixed by the Minute. (Saving of Rights of Creditors who are ignorant of Proceedings.) 　17. If any Creditor who is entitled in respect of any Debt or Claim to object to the Reduction of the Capital of a Company under this Act is, in consequence of his Ignorance of the Proceedings taken with a view to such Reduction, or of their Nature and Effect with respect to his Claim, not entered on the List of Creditors, and after such Reduction the Company is unable, within the Meaningof the Eightieth Section of the Principal Act, to pay to the Creditor the Amount of such Debt or Claim, every Person who was a Member of the Company at the Date of the Registration of the Order and Minute relating to the Reduction of the Capital of the Company, shall be liable to contribute for the Payment of such Debt or Claim an Amount not exceeding the Amount which he would have been liable to contribute if the Company had commenced to be wound up on the Day prior to such Registration, and on the Company being wound up, the Court on the Application of such Creditor, and on Proof that he was ignorant of the Proceedings taken with a view to the Reduction, or of their Nature and Effect with respect to his Claim, may, if it think fit, settle a List of such Contributories accordingly, and make and enforce Calls and Orders on the Contributories settled on such List in the same Manner in all respects as if they were ordinary Contributories in a winding-up; but the Provisions of this Section shall not affect the Rights of the Contributories of the Company among themselves. (Copy of registered Minute.) 　18. A Minute when registered shall be embodied in every Copy of the Memorandum of Association issued after its Registration; and if any Company makes default in complying with the Provisions of this Section it shall incur a Penalty not exceeding One Pound for each Copy in respect of which such Default is made, and every Director and Manager of the Company who shall knowingly and wilfully authorize or permit such Default shall incur the like Penalty. (Penalty on Concealment of Name of Creditor.) 　19. If any Director, Manager, or Officer of the Company wilfully conceals the Name of any Creditor of the Company who is entitled to object to the proposed Reduction, or wilfully misrepresents the Nature or Amount of the Debt or Claim of any Creditor of the Company, or if any Director or Manager of the Company aids or abets in or is privy to any such Concealment or Misrepresentation as aforesaid, every such Director, Manager, or Officer shall be guilty of a Misdemeanor. (Power to make Rules extended to making Rules concerning Matters in this Act.) 　20. The Powers of making Rules concerning winding-up conferred by the One hundred and seventieth, One hundred and seventy-first, One hundred and seventy-second, and One hundred and seventy-third Sections of the Principal Act shall respectively extend to making Rules concerning Matters in which Jurisdiction is by this Act given to the Court which has the Power of making an Order to wind up a Company, and until such Rules are made the Practice of the Court in Matters of the same Nature shall, so far as the same is applicable, be followed.Warrant of Limited Shares fully paid up may be issued in Name of Bearer. Share Warrants to Bearer (Warrant of Limited Shares fully paid up may be issued in Name of Bearer.) 　27. In the Case of a Company limited by Shares the Company, if authorized so to do by its Regulations as originally framed or as altered by special Resolution, and subject to the Provisions of such Regulations, may, with respect to any Share which is fully paid up, or with respect to Stock, issue under their Common Seal a Warrant stating that the Bearer of the Warrant is entitled to the Share or Shares or Stock therein specified, and may provide, by Coupons or otherwise, for the Payment of the future Dividends on the Share or Shares or Stock included in such Warrant, hereinafter referred to as a Share Warrant. (Effect of Share Warrant.) 　28. A Share Warrant shall entitle the Bearer of such Warrant to the Shares or Stock specified in it, and such Shares or Stock may be transferred by the Delivery of the Share Warrant. (Re-registration of Bearer of a Share Warrant in the Register.) 　29. The Bearer of a Share Warrant shall, subject to the Regulations of the Company, be entitled, on surrendering such Warrant for Cancellation, to have his Name entered as a Member in the Register of Members, and the Company shall be responsible for any Loss incurred by any Person by reason of the Company entering in its Register of Members the Name of any Bearer of a Share Warrant in respect of the Shares or Stock specified therein without the Share Warrant being surrendered and cancelled. (Regulations of the Company may make the Bearer of a Share Warrant a Member.) 　30. The Bearer of a Share Warrant may, if the Regulations of the Company so provide, be deemed to be a Member of the Company within the Meaning of the Principal Act, either to the full Extent or for such Purposes as may be prescribed by the Regulations: Provided that the Bearer of a Share Warrant shall not be qualified in respect of the Shares or Stock specified in such Warrant for being a Director or Manager of the Company in Cases where such a Qualification is prescribed by the Regulations of the Company. (Entries in Register where Share Warrant issued.) 　31. On the Issue of a Share Warrant in respect of any Share or Stock the Company shall strike out of its Register of Members the Name of the Member then entered therein as holding such Share or Stock as if he had ceased to be a Member, and shall enter in the Register the following Particulars: (1.) The Fact of the Issue of the Warrant: (2.) A Statement of the Shares or Stock included in the Warrant, distinguishing each Share by its Number: (3.) The Date of the Issue of the Warrant: And until the Warrant is surrendered the above Particulars shall be deemed to be the Particulars which are required by the Twenty-fifth Section of the Principal Act to be entered in the Register of Members of a Company; and on the Surrender of a Warrant the Date of such Surrender shall be entered as if it were the Date at which a Person ceased to be a Member.