NRS-12951 | Documents lodged under Companies Acts [Company Packets]

Full description

This series consists of packets of documents relating to companies incorporated in New South Wales. There is one packet for each company with a contents list on the outside. Each packet contains information required for submission under the various Companies Acts; memorandum and articles of association; annual list and summary of shareholders; registered address of company; agreements; mortgages and details of liquidation. There is also included a history sheet of administrative action taken in respect of each company.

Under the 1874 Act the following documents had to be delivered to the Registrar in order to register a company:
· a list showing the names, addresses and occupations of the directors and/or managers of the company
· a copy of any Act of Parliament, Royal Charter, Letters Patent or other instrument constituting or regulating the company
· if the company was to be registered as a limited company- the resolution declaring the amount of guarantee
· a statement as to the amount of shares or stock belongs to the company
· declaration by the directors verifying the particulars of the above mentioned documents
· the Registrar could demand additional documents if felt necessary.

The Companies Act of 1936 increased the number and detail of the documents which companies were required to deposit with the Registrar General. The Act also provided for the incorporation of proprietary companies.

In order to register, all companies had to file a memorandum of association. Depending on the type of company requesting registration, additional documents to be filed could include:
· Articles of association (if any). In the case of a proprietary company which has no articles of association the filing of the memorandum of association was sufficient
· a list of all persons who have consented to be directors of the company
· notice of situation of registered office
· return of particulars in register of directors
· contracts
· the prospectus (if any) or statement in lieu of prospectus
· the consent of an existing company in process of being dissolved where the new company proposes to use a name identical with or similar to the name of the existing company
· the consent of the Governor to the use of the words “Royal”, “Imperial”, “Municipal”, “Chartered” etc. (1)

Subsequent to the commencement of business and to the filing of the statutory report, companies could be requested to lodge any of the following documents:
· Alteration of objects
· Increased membership
· Alteration of articles
· Change of name
· Alteration of memorandum of association
· Declaration by court that company is not a proprietary company
· Statement in lieu of prospectus on ceasing to be a proprietary company
· Change in situation of registered office
· Rectification of register of members
· Branch register of members
· Annual Return
· Special Resolutions, Extraordinary Resolutions, Agreements etc.
· Change in Register of Directors
· Compromise with Creditors and Members
· Amalgamation and Reconstruction of Companies
· Prospectus
· Statement in Lieu of Prospectus
· Return of allotment of Shares
· Statement of Commission
· Issue of Shares at a Discount
· Alteration of Share Capital
· Consolidation of Share Capital
· Increase of Share Capital
· Reduction of Share Capital
· Variation of Rights of Holders of Shares
· Particulars of Workers’ Shares
· Lost Share Certificate
· Charge
· Satisfaction of Charge
· Appointment of Receiver or Manager
· Receiver or Manager Ceasing to Act
· Winding-up Order
· Declaration of Solvency. (2)

The packet system was abandoned in 1975 following the introduction of a system of microfilming records upon arrival at the Corporate Affairs Commission. Prior to this, incoming documents were added to the relevant company packet. (3) At the time of filming the Commission extracted annual returns more than seven years old, and share allocations more than two years old from the packets. These records were not filmed. These records were later transferred to the Archives Authority of New South Wales. (4)

This series has commonly been referred to as 'Company Packets'.

Endnotes
1. T. Le M. Wells, “The Practice of the Registrar-General’s Department (New South Wales)”, The Law Book Co. of Australasia, Sydney, 1953, p.168.
2. T. Le M. Wells, “The Practice of the Registrar-General’s Department (New South Wales)”, The Law Book Co. of Australasia, Sydney, 1953, pp.202-203.
3. DR2750 p.2.
4. DR2750 p.2.