NRS-12952 | Registers of No-Liability Mining Companies

Full description

Companies were able to register for mining purposes under the no-liability system from 1881 onwards. All previously registered and unregistered companies which had been formed for mining purposes could be incorporated as no-liability mining companies with the consent of a majority, in number and value, of shareholders and with the consent in writing of all creditors (if any) (1).

A No-Liability Mining Company was one that divided its capital into shares. The members of a no-liability company are under no contractual obligation to pay calls or other moneys in respect of shares taken up by them or any contributions to the debts and liabilities of the company in the event of its being wound up, nor are they liable to be sued for such calls or other moneys or contributions. Failure to pay calls when due renders a share liable to forfeiture and, moreover, the holder is not entitled to a dividend for any share not paid for (2).

The No-liability Mining Companies Act of 1881 deemed that the Registrar General was to keep a No-liability Mining Companies Register (3). A no-liability company must have the words No Liability or the abbreviation NL as part of the end of its name (4). Every no-liability company was also required to have a registered office in New South Wales (5). In order to be so registered it was necessary for ten per cent of the subscribed capital to be paid up and a company had to lodge the following with the Registrar General:

· a memorandum

· a statutory declaration verifying the signatures in the memorandum

· memorandum and declaration published in at least one newspaper circulating in the companies district

· similar copy of newspaper to be published in the Government Gazette

· rules (if any) (6)

These registers contain information relating to the lodgement of documents of no-liability mining companies and record the following: company name; company number; capital; date of lodgement of memorandum; date notice printed in Government Gazette; name of local newspaper and date of printing; date rules lodged; date of registration certificate; notice of registered office; name of manager or secretary; summary list of shareholders; agreement; balance sheet; special resolution; judge’s orders; date of dissolution; winding up and appointment of liquidator; liquidator’s report and miscellaneous. Many pages in these registers are stamped “For Further Entries See Card Register”.

This series was replaced by a Ronedex card system in 1937. This card system became obsolete in 1969 when it was transferred onto a computer-produced printout and because of its poor storage conditions which resulted in the cards becoming badly water logged and rust damaged, these cards were authorised for destruction under DR2446 and DR2483 (7).

Endnotes

(1). An Act to incorporate No-liability Mining Companies 44 Vic. No.23 (1881) paragraph 10

(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.141

(3). An Act to incorporate No-liability Mining Companies 44 Vic. No.23 (1881) paragraph 3

(4). The CCH Macquarie Dictionary of Law, Revised Edition, CCH Australia Ltd, 1996, p.117

(5). An Act to incorporate No-liability Mining Companies 44 Vic. No.23 (1881) paragraph 17

(6). An Act to incorporate No-liability Mining Companies 44 Vic. No.23 (1881) paragraph 2

(7). Archives Office of New South Wales Corporate Affairs Commission Disposal File AO 82/223D