Western Australian Consolidated Acts Western Australian Consolidated Acts (1) For the purposes
of this Act, the expression proprietary company means any company limited by
shares, not being a no liability company, which —
(i)
by its memorandum or articles —
(a)
limits the number of its members (exclusive of persons who are in the
employment of the company, and of persons who, having been formerly in the
employment of the company, were, while in such employment and have continued
after the determination of such employment to be members of the company) to
50; and
(b)
prohibits any invitation to the public to subscribe for any shares,
debentures, stock, or bonds of the company; and
(c)
prohibits the company from receiving deposits, except from its members for
fixed periods or payable at call, whether bearing or not bearing interest;
and
(ii)
has received a certificate of incorporation in which the
Registrar certifies that the company is a proprietary company.
(2) The word
“proprietary” shall form part of the name of a proprietary
company, and shall be inserted immediately before the word
“limited”.
(3) A company limited
by shares not being a no liability company may by special resolution
alter —
(i)
the name of the company by inserting the word
“proprietary” immediately before the word “limited”;
and
(ii)
the provisions of its memorandum or articles so as to
restrict, limit, and prohibit, as aforesaid.
(4) Upon the
application of a company and upon the filing of a statutory declaration by a
director or manager of the company that the articles of association of the
company restrict, limit, and prohibit as aforesaid, the Registrar may issue a
certificate of incorporation altered so as to certify that the company is a
proprietary company.
(5) Where a company
limited by shares (not being a no liability company) was registered under the
repealed Acts and prior to the commencement of this Act had accepted deposits
from persons other than members of the company, then, notwithstanding anything
to the contrary contained in this section and although it has accepted
deposits as aforesaid, such company may nevertheless exercise the power
conferred by subsection (3) provided the company complies in all respects
with the other requirements of this section (in particular with the provisions
of subsection (1)(i)(c) in relation to its exercise of the said power,
and in such case subsections (3) and (4) shall apply accordingly.
(6) A proprietary
company may, subject to anything contained in the memorandum or articles, by
passing a special resolution, determine —
(i)
that the word “proprietary” be omitted from
its name; and
(ii)
that the company be a public company,
and by filing with the
Registrar a copy thereof, and also such a statement in the form contained in
the Fourth Schedule in lieu of prospectus as the company (if a public company)
would have had to file before allotting any of its shares or debentures,
together with such a statutory declaration as the company (if a public
company) would have had to file before commencing business, turn itself into a
public company; and thereupon the restrictions, limitations and prohibitions
mentioned in subsection (1) and embodied in the memorandum or articles of
association of such company, shall cease to apply to such company.
(7) Where 2 or more
persons hold one or more shares in a proprietary company jointly they shall
for the purposes of this section be treated as a single member.
[Section 37 amended by No. 21 of 1951
s. 3.]