NRS-16383 | Documents lodged under Companies Acts for Foreign Companies [Company Packets]

Full description

This series consists of packets of documents relating to overseas 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.

In order to register, all companies had to file a memorandum of association. Foreign Companies also had to file the following documents:
· a certified copy of the certificate of incorporation
· a certified copy of the charter, statute, or memorandum and articles of the company, or other instrument constituting or defining the constitution of the company
Official translations of these documents had to be made if the originals were not written in English
· a list of the directors of the company
· where there are directors in this State, a memorandum stating the powers of the local directors
· a copy of a memorandum of appointment or of a power of attorney under the seal of the company appointing one or more persons resident in this State to act as agents for the company
· notice of the situation of the registered office of the company and of the days and hours during which it is accessible to the public and of the place of abode or of business of the agent of the company
· a statutory declaration by the agent as to name of business, address etc
· where the capital of a company is expressed in a foreign currency, the applicant should furnish a statement, in writing, as to the mean current rate of exchange obtaining at the date of lodgement of the documents for registration. (1)

Depending on individual circumstances companies could also be required to submit the following:
· 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. (2)


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. (3)

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. (4) 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. (5)

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, pp.298-301.
2. 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.
3. 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.
4. DR2750 p.2.
5. DR2750 p.2.