Faversham Oyster Fishery Company Act 2017
|Document Number:||2017 CHAPTER i|
An Act to provide for the alteration of the objects, powers and constitution of the Faversham Oyster Fishery Company; and for other purposes.
The Faversham Oyster Fishery Company (“the Company”) was incorporated pursuant to the Faversham Oyster Fishery Act 1930 (“the 1930 Act”) as the successor to the Company or Fraternity of the Free Fishermen and Dredgermen of Faversham, which, as described in that Act, had managed and carried on the Faversham Oyster Fishery from time out of mind:
The Company’s statutory business comprises the regulating, carrying on and management of the oyster fishery within the limits of the Manor and Hundred of Faversham in Kent and various incidental purposes:
The Company wishes to extend its activities to more general trading activities and to carry on activities beyond the oyster fishery and it would be of public advantage if the Company’s objects were changed so that it could carry out the business of a general commercial company and without certain of the restrictions and limitations imposed on the Company by the 1930 Act remaining applicable to it:
For a number of years, the Company has, in accordance with the legislation by which it is governed, sent material on at least an annual basis to the shareholders listed on its register of shareholders at the addresses shown on the register. In a number of cases it is clear that either the shareholder must have died (due to the date on which the shareholder was first registered) or must have moved to a different address (because the material is returned):
It is expedient for the Company to be able to sell the shares of shareholders in cases where the shareholder is unlikely to be alive or where the whereabouts of the shareholder or the shareholder’s successor cannot be ascertained, in order to terminate uncertain legal relationships and to relieve the Company of the need to maintain assets to cover liabilities to those shareholders in respect of unclaimed dividends:
Certain statutory provisions regulating the Company’s affairs are outmoded having regard to present-day requirements and it is expedient to enable the Company’s powers to be modernised:
The objects of this Act cannot be attained without the authority of Parliament:
May it therefore please your Majesty that it may be enacted, and be it 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, as follows, that is to say:—
PART 1 INTRODUCTORY
This Act may be cited as the Faversham Oyster Fishery Company Act 2017.
In this Act—
“the 1845 Act” means the Companies Clauses Consolidation Act 1845;
“the 1863 Act” means the Companies Clauses Act 1863;
“the 1930 Act” means the Faversham Oyster Fishery Company Act 1930;
“the 2006 Act” means the Companies Act 2006;
“the Company” means the Faversham Oyster Fishery Company incorporated by section 5 of the 1930 Act.
PART 2 CONSTITUTION AND POWERS OF THE COMPANY
3 Company name and adoption of model articles
(1) Notwithstanding anything in regulations made under section 1042 of the 2006 Act (power to make regulations in respect of companies not registered under that Act) or anything in any enactment or other instrument constituting or regulating the Company, the Company may by special resolution adopt the model articles with such modifications as appear to it to be appropriate.
(2) The model articles, as so adopted by the Company under subsection (1) , may apply to the Company any provision of the 2006 Act as may be necessary or appropriate with such modifications as may be necessary or appropriate.
(3) So far as there is any inconsistency between a provision of any of the model articles adopted under subsection (1) (provision A) and a provision of the 1930 Act (provision B)—
(a) until the day on which section 5 comes into force in accordance with section 20 , provision B prevails;
(b) on and after that day, provision A prevails.
(4) In this section “the model articles” means the model articles for private companies limited by shares set out in Schedule 1 to the Companies (Model Articles) Regulations 2008 (S.I. 2008/3229) or any regulations replacing those regulations.
(5) Nothing shall require the alteration of the name of the Company in order for it to be registered under the 2006 Act, despite it being a company limited by shares.
4 Alteration of objects and powers
For section 6 (general purposes of company) of the 1930 Act substitute—
“6 The Company’s objects
(1) The company’s objects are to carry on business as a general commercial company.
(2) Those objects include maintaining, preserving, managing and improving the fishery.
(3) Any references in this Act to the general purposes of the undertaking or the purposes of this Act are to be read as references to the company’s objects as mentioned in subsection (1).
(4) Nothing in this Act affects the generality of subsection (1).”.
5 Disapplication of Companies Clauses Acts
No provision of the 1845 Act or the 1863 Act shall apply to the Company.
6 Liability of members
The liability of the members of the Company is limited to the amount, if any, unpaid on the shares held by them.
7 Power to raise additional capital
(1) In section 16 of the 1930 Act (capital)—
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