Companies Clauses Consolidation (Scotland) Act 1845
Act to apply to all Companies incorporated by Acts hereafter to be passed.
IIInterpretations in this Act.
IIIInterpretations in this and the special Act.
IVShort Title of the Act.
VForm in which Portions of this Act may be incorporated with other Acts.
Distribution of Capital
VICapital to be divided into Shares.
VIIShares to be Personal Estate.
VIIIShareholders.
IXRegistry of Shareholders.
XAddresses of Shareholders.
XICertificates of Shares to be issued to the Shareholders.
XIICertificate to be Evidence.
XIIICertificate to be renewed when destroyed.
Transfer of Shares
XIVTransfer of Shares to be by Deed duly stamped.
XVRegulating the Form of Transfers of Shares.
XVITransfers of Shares to be registered, &c.
XVIITransfers not to be made until all Calls paid.
XVIIIClosing of Transfer Books.
XIXTransmission of Shares by other Means than Transfer to be authenticated by a Declaration.
XXProof of Transmission by Marriage, Will, &c.
XXICompany not bound to regard Trusts.
Payment of Calls
XXIISubscriptions to be paid when called for.
XXIIIPower to make Calls.
XXIVInterest to be paid on Calls unpaid.
XXVPower to allow Interest on Payment of Subscriptions before Call.
XXVIEnforcement of Calls by Action.
XXVIIAverment in Action for Calls.
XXVIIIMatter to be proved in Action for Calls.
XXIXProof of Proprietorship.
Nonpayment of Calls
XXXForfeiture of Shares for Nonpayment of Calls.
XXXINotice of Forfeiture to be given before Declaration thereof.
XXXIIForfeiture to be confirmed by a General Meeting.
XXXIIISale of forfeited Shares.
XXXIVEvidence as to Forfeiture of Shares.
XXXVNo more Shares to be sold than sufficient for Payment of Calls
XXXVIOn Payment of Calls before Sale the forfeited Shares to revert.
XXXVIILimiting Responsibility of Shareholders.
Execution against Shareholders
XXXVIIIExecution against Shareholders to the Extent of their Shares in Capital not paid up.
XXXIXReimbursement of such Shareholders.
Power to borrow Money
XLCompany may borrow on Mortgage or Bond.
XLIPower to reborrow.
XLIIEvidence of Authority for borrowing.
XLIIIMortgages and Bonds to be by Deed duly stamped.
XLIVRights of Mortgagees.
XLVApplication of Calls, notwithstanding Mortgage.
XLVIMortgages to be Personal Estate.
XLVIIRights of Obligees.
XLVIIIRegister of Mortgages and Bonds.
XLIXTransfers of Mortgages and Bonds to be stamped.
LTransfers of Mortgages and Bonds to be registered.
LIPayment of Interest on Monies borrowed.
LIITransfers of Interest to be stamped.
LIIIRepayment of Money borrowed at a Time fixed.
LIVRepayment of Money borrowed where no Time fixed.
LVInterest to cease on Expiration of Notice to pay off Mortgage or Bond.
LVIArrears of Interest, when to be enforced by Appointment of a Judicial Factor. Arrears of Principal of Interest.
LVIIAppointment of Judicial Factor.
LVIIIAccess to Account Books by Mortgagees.
Loans
LIXPower to convert Loan into Capital.
LXNew Shares to be considered same as original Shares.
LXIIf old Shares at Premium, new Shares to be offered to original Shareholders.
LXIIShares to vest in the Parties accepting ; otherwise to be disposed of by the Directors.
LXIIIIf not at a Premium, to be issued as Company think fit.
Consolidation of Shares
LXIVPower to consolidate Shares into Stock.
LXVProprietors of Stock may transfer the same.
LXVIRegister of Stock.
LXVIIProprietors of Stock entitled to Dividends.
LXVIIIApplication of Capital.
General Meetings
LXIXOrdinary-Meetings to be held half-yearly.
LXXBusiness at Ordinary Meetings.
LXXIExtraordinary Meetings.
LXXIIBusiness at Extraordinary Meetings.
LXXIIIExtraordinary Meetings may be required by Shareholders to be convened.
LXXIVNotice of Meetings.
LXXVQuorum for a General Meeting.
LXXVIChairman at General Meetings.
LXXVIIBusiness at Meetings and Adjournments.
LXXVIIIVotes of Shareholders.
LXXIXManner of voting.
LXXXRegulations as to Proxies.
LXXXIVotes of joint Shareholders.
LXXXIIVotes of Lunatics and Minors, &c.
LXXXIIIProof of a particular Majority of Votes only required in the event of a Poll being demanded.
Appointment and Rotation of Directors
LXXXIVNumber of Directors.
LXXXVPower to vary the Number of Directors.
LXXXVIElection of Directors.
LXXXVIIExisting Directors continued, on Failure of Meeting for Election of Directors.
LXXXVIIIQualification of Directors.
LXXXIXCases in which Office of Director shall become vacant.
XCShareholder of an incorporated Joint Stock Company not disqualified by reason of Contracts.
XCIRotation of Directors.
XCIISupply of occasional Vacancies in Office of Directors.
Powers of Directors
XCIIIPowers of the Company to be exercised by the Directors.
XCIVPowers of the Company not to be exercised by the Directors.
Proceedings of Directors
XCVMeetings of Directors.
XCVIPermanent Chairman of Directors.
XCVIIOccasional Chairman of Directors.
XCVIIICommittees of Directors. Powers of Committees.
XCIXMeetings of Committees.
CContracts by Committee or Directors, how to be entered into.
CIProceedings to be entered in a Book, and to be Evidence.
CIIInformalities in Appointment of Directors not to invalidate Proceedings.
CIIIDirectors not to be personally liable. Indemnity of Directors.
Auditors
CIVElection of Auditors.
CVQualification of Auditors.
CVIRotation of Auditors.
CVIIVacancies in Office of Auditor.
CVIIIFailure of Meeting to elect Auditor.
CIXDelivery of Balance Sheet, &c., by Directors to Auditors.
CXDuty of Auditors.
CXIPowers of Auditors.
Accountability of Officers
CXIISecurity to be taken from Officers intrusted with Money.
CXIIIOfficers to account on demand.
CXIVSummary Remedy against Parties failing to account.
CXVOfficers refusing to deliver up Documents, &c. to be imprisoned.
CXVIWhere Officer about to abscond, a Warrant may be issued in the first instance.
CXVIISureties not to be discharged.
Accounts
CXVIIIAccounts to be kept.
CXIXBooks to be balanced.
CXXInspection of Accounts by Shareholders at stated Times.
CXXIBalance Sheet to be produced at the Meeting.
CXXIIBook-keeper to allow Inspection of the Accounts at appointed Times.
Dividends
CXXIIIPreviously to Declaration of Dividends a Scheme to be prepared.
CXXIVDividend not to be made so as to reduce Capital.
CXXVPower to Directors to set apart a Fund for Contingencies.
CXXVIDividend not to be paid unless all Calls paid.
Bye Laws
CXXVIIPower to make Bye Laws for the Officers of the Company.
CXXVIIIFines for Breach of such Bye Laws.
CXXIXBye Laws to be so framed as that Penalties may be mitigated.
CXXXEvidence of Bye Laws.
Arbitration
CXXXIAppointment of Arbitrators when Questions are to be determined by Arbitration.
CXXXIIVacancy of Arbitrator to be supplied.
CXXXIIIAppointment of Umpire.
CXXXIVBoard of Trade empowered to appoint an Umpire, on Neglect of the Arbitrators.
CXXXVPower of Arbitrator to call for Books, &c.
CXXXVICosts to be in the Discretion of the Arbitrators.
Notices
CXXXVIIService of Notices upon Company.
CXXXVIIIService by Company on Shareholders.
CXXXIXNotices to joint Proprietors of Shares.
CXLNotice by Advertisement.
CXLIAuthentication of Notices.
CXLIIProof of Debts in Bankruptcy.
CXLIIITender of Amends.
Recovery of Damages and Penalties
CXLIVProvision for Damages not otherwise provided for.
CXLVDistress, &c. against the Treasurer.
CXLVIMethod of proceeding before the Sheriff or Justices in Questions of Damages, &c.
CXLVIIPublication of Penalties.
CXLVIIIPenalty for defacing Boards used for such Publication.
CXLIXPenalties to be summarily recovered before the Sheriff or Two Justices.
CLPenalties to be levied by Distress.
CLIImprisonment in default of Distress.
CLIIDistress, &c. how to be levied.
CLIIIDistress, &c. not unlawful for Want of Form.
CLIVApplication of Penalties.
CLVPenalties to be sued for within Six Months.
CLVIDamage to be made good in addition to Penalty.
CLVIIPenalty on Witnesses making Default.
CLVIIITransient Offenders.
CLIXProceedings by Sheriff need not be in Writing.
CLXForm of Conviction.
CLXIProceedings not to be quashed for Want of Form, nor removed by Suspension.
CLXIIPower of Appeal to Sheriff.
CLXIIIParties allowed to appeal from Justices to Quarter Sessions, on giving Security.
CLXIVCourt to make such Order as they think reasonable.
Access to special Act
CLXVCopies of special Act to be kept and deposited, and allowed to be inspected.
CLXVIPenalty on Company failing to keep or deposit such Copies.
CLXVIIAct may be amended this Session.
SCHEDULES referred to by the foregoing Act.
SCHEDULE (A.)
SCHEDULE (B.)
SCHEDULE (C.)
SCHEDULE (D.)
SCHEDULE (E.)
SCHEDULE (F.)
SCHEDULE (G.)

Companies Clauses Consolidation (Scotland) Act 1845

1845 Chapter 17

An Act for consolidating in One Act certain Provisions usually inserted in Acts with respect to the Constitution of Companies incorporated for carrying on Undertakings of a public Nature in Scotland.

WHEREAS it is expedient to comprise in One general Act sundry Provisions relating to the Constitution and Management of Joint Stock Companies, usually introduced into Acts of Parliament authorizing the Execution of Undertakings of a public Nature by such Companies in Scotland, and that as well for the Purpose of avoiding the Necessity of repeating such Provisions in each of the several Acts relating to such Undertakings as for ensuring greater Uniformity in the Provisions themselves :

Be it therefore enacted by the Queen's most Excellent Majesty, by and with the Advice and Consent of the Lords Spiritual and Temporal, and Commons, in this present Parliament assembled, and by the Authority of the same,