Scottish Court of Session Decisions

Subject_1Company
Subject_2Petition
Subject_3Reorganisation of Share Capital
Subject_4Advertisement — Companies (Consolidation) Act 1908 (8 Edw. VII, cap.69), sec. 45.
Facts:

The Companies (Consolidation) Act 1908 (8 Edw. VII, cap. 69) enacts—Section 45— “(1) A company limited by shares may, by special resolution confirmed by an order of the Court,modify the conditions contained in its memorandum so as to reorganise its share capital, whether by the consolidation of shares of different classes or by the division of its shares into shares of different classes.… (2)Where an order is made under this section an office copy thereof shall be filed with the Registrar of Companies within seven days after the making of the order, or within such further time as the Court may allow, and the resolution shall not take effect until such a copy has been so filed.”

Robert A. Munro, Limited, Glasgow, petitioners, presented a petition under section 45 of the Companies (Consolidation) Act 1908 for confirmation of a special resolution authorising the reorganisation of their share capital. In moving for intimation of the petition on the walls and in the minute book, counsel for the petitioners submitted that advertisement of a petition for reorganisation of the share capital of a company was unnecessary, in respect that it was a purely domestic matter, and cited in re Ashanti Development, Limited, 1911, W.N. 144, 27 T.L.R. 498, as to the English practice.