Joint stock companies manual : for the use of shareholders, directors and officers of companies and the general public, containing practical information as to the steps to be taken and the proofs to be furnished in applying for a charter of incorporation under the acts of the province of Ontario relating to the formation of joint stock companies by letters patent : together with certain statutes of the province respecting the organization and management of such companies, and a number of forms suitable for the use thereof

Front matter

W. STAHLSCHMIDT,

PRESTON, ONTARIO.

Send for Circulars. State where you saw this “Ad.”

Preface

Having for some years, in connection with his duties in the Provincial Secretary’s Department, had charge of the applications for charters under The Ontario Joint Stock Companies' Letters Patent Act, and noticing the small percentage of such applications that were in proper form, it occurred to the writer that a work containing practical information respecting the steps to be taken in the formation, incorporation ^nd management of a Joint Stock Company would be of advantage as well to intending applicants and the general public, as to Directors, Shareholders and Officers of existing companies. With this object in view, the following pages have been prepared. They contain such of the Acts of the Legislature of Ontario relating to the formation of J oint Stock Companies, with explanatory notes, as it was thought desirable or necessary to give in a work of this size. A table of forms, suitable for use in the incorporation and management of a company, together with copies of the Letters Patent and Supplementary Letters Patent, as now issued, has been added. Chapter 150 of the Revised Statutes of Ontario has been taken as the basis of the work, and for convenience it has been divided into Chapters or Heads.

The writer is indebted to George E. Lumsden, Esq., Assistant Provincial Secretary, for some valuable suggestions as to the preparation of the work. He trusts it may be found of use, not only to members of the legal profession, but to all interested in Joint Stock Companies.

Toronto, July, 1884.

J. D. W.

Preface To Second Edition

The rapid sale of the first edition throughout Canada, and the favourable opinions expressed regarding the usefulness of the work by the Press, the Legal Profession, and Shareholders and Directors of Companies are exceedingly gratifying to the author.

The second edition has been revised and some new forms added thereto. The changes made in the law at the recent session of the Legislature are also fully set forth.

J. D. W.

Toronto, April, 1885.

Table Of Contents

Page.

Introductohy. . , . . . .11

Chapter I. Fokmation And Incorporation Of Companies

2. Interpretation of Act. . . , . .14

3. How Incorporated. By Letters Patent. Applicants not neces-

sarily residents of Ontario. Number of persons. Purposes or objects . . . . . .14

4. Nature of application. Notice of application. Notice dis-

pensed with in certain cases. Objection, if any. Name of company. Purposes or objects. Place of operation. Chief place of business. Amount of capital. Division into shares. Preference and ordinary stock. Names of applicants. Names of directors . . . .15

5. Petition and contents. Must reach Provincial Secretary

within ’a month. The petitioners. Must recite the facts, the amount of stock taken and the payments thereon, if any. Should be signed by applicants. Accompanied by stock book. May ask embodiment in Letters Patent of certain provisions . . . . , .17

6. Evidence of petition, notice, &c. Before the Letters Patent

are issued. Power to take affidavits. Publication of notice must be proved. Signatures must be verified. Name not that of any other company . . . .20

7. The Letters Patent. Contents of. Name in, may be differ-

ent from that in the notice. Objects in, may vary from those stated in notice . . . . .20

8. Notice of granting Letters Patent. Given without charge to

applicants . ...... 21

9. Lieutenant Governor may change name. Compelling change

of name. Change to affect youngest company . . 21

10. Certain informalities not to invalidate Letters Patent. . 22

TABLE OF CONTENTS.

Page.

11. General powers. To hold, alienate and convey real estate. . 22

12. Change of name or constitution. Change of name. Change

of name under Cap. 172, P.S.O. Sub-division of shares. Increase of capital. Reduction of capital. Change of number of directors. Change of chief place of business. . 23

14. Powers to be subject to Act . . . . .27

Chapter II. Organization And Management

1. Directors. Number of Board of. Provisional. Qualifica-

tion of. Election of, . . . . .28

2. Meetings. Notice of. Each share represented to carry a vote.

Election of directors at. Vacancies in board of directors. Directors shall elect a president. Failure to elect directors, how remedied. Special. Shareholders in arrear not to vote at. . . . . . .29

3. Powers of directors. In general. May make by-laws regulat-

ing certain matters. May issue bonds, debentures or other securities. May grant Mortgages . . .30

5. Books to be kept. Contents of. Inspection of. Efiect of,

as evidence. Penalty for false entries in. Liability for refusal to allow inspection of. . . . .32

6. Statement of aflairs to be made. Annually. Contents of.

Mode of writing. Verification of. Posting of. To be deposited with Provincial Secretary. Penalty for default. Blank forms of, furnished to companies. . . 33

TABLE OF CONTENTS.

Chapter III. Stocks, Calls, Etc

- Page.

1. Nature of stock. Shall be deemed personal estate. Shall be

transferable. . . . . . .36

2. Allotment of stock. . . . . . .36

3. Creation of preference stock. Holders of, shall have right to

select proportion of board of directors. By-law creating must be unanimously sanctioned. Holders of such stock shall be shareholders. . . . . .37

4. Sale and transfer of stock. Restrictions as to transfer. Re-

fusal to enter transfer if calls not paid. Transfer valid only after entry. . . . . . .38

b. Liability of company in respect of trusts. . . .38

6. Liabilitv of shareholders on stock. For amount unpaid

thereon. Defence. Limited to amount of stock. . 38

Y. Liability of executors, etc. Trustees not personally liable . 39

5. Rights of executors. Trustees, etc., may vote. Mortgagor

of stock may vote. . . . . .40

9. Calls. Directors may make. Interest on amount of unpaid.

Ten per cent, within the first year. . . .40

10. Action for calls. Company may enforce payment by action. 40 IL Forfeiture of shares. After demand. . . .41

12. Dividends. Shall not be declared when company is insolvent.

Liability^ of directors for declaring. How liability may be avoided. . . . . . .41

Chapter IV. Miscellaneous Peovisions

1. Contracts, &c., when binding on company. Seal not necessary.

Proviso as to notes, etc. . . . .42

2. Company not to buy stock in other corporations. . . 43

3. Loans to shareholders. Shall not be made. Except in certain

4. Liability of directors for wages. Not exceeding for one year.

Must be sued for within one year. Only liable if an execution against company is unsatisfied. . . . 43

TABLE OF FORMS.

Page.

5. Services of process on company. By leaving copy of, at Chief

place of business Or by publication in newspaper. . 44

6. Actions by and against company. Between company and

shareholder. Mode of incorporation, how set forth in legal proceedings. . . . . .44

7. Forfeiture of charter. By non-user. . . . .44

8. Fees. Fixed by order in council. May vary in amount. - Must

be paid in advance. Schedule of. . . . 45

9. Provincial Secretary’s Department charged with the issue of

Letters Patent, etc. , etc. . . . . .46

10. Subsisting companies may obtain charter with extended pow-

12. Winding up Acts to apply. . . . . .47

GENERAL REMARKS. . . . . . .49

TABLE OF FORMS.

1. Prospectus. . .* .

2. Notice of allotment of shares. .....

4. Certificate of shares. . .....

5. Notice of intention to apply for Letters Patent.

6. Affidavit proving publication of notice.

7. Petition for Letters Patent. .....

8. Affidavit verifying signatures to petition

9. Affidavit as to name of company. ....

11. Affidavit verifying stock book .....

12. Affidavit verifying copy of stock book ....

13. Letters Patent. . ....

14. Notice of a special general meeting.

15. By-law changing chief place of business

16. Affidavit verifying by-law for change of chief place of business

and proving publication of notice.

17. By-law increasing or decreasing number of directors.

54 54

59 61 61

TABLE OF STATUTES.

Page.

18. By-law for increase of capital stock . . . .63

19. Petition for Supplementary Letters Patent increasing capital. 64

20. Affidavit in support of petition for Supplementary Letters

21. Notice of application for Supplementary Letters Patent . 66

23. Petition for Supplementary Letters Patent, under Cap. 150,

R. S. 0., changing name. . . . .68

24. Notice of application for change of name under Cap. 172,R.S.0. 69

25. List of shareholders, required by Sec. 49, Cap. 150. . TO

26. Notice of granting Letters Patent — Schedule A to Act. . 47

27. Notice of granting Supplementary Letters Patent — Schedule

28. Affidavit verifying Summary and List Shareholders. . 70

TABLE OF STATUTES.

An Act respecting the Incorporation of Joint Stock Companies

by Letters Patent, Rev. Stat. Ont. , Cap. 150. . . 13

An Act respecting the changing of the names of incorporated companies, Rev. Stat. Ont,, Cap. 172. . , .71

An Act to make certain amendments in the Revised Statutes, 41

An Act to extend the powers of companies incorporated under the Joint Stock Companies' Letters Patent Act, 44, Vic., Cap.

18. . ' 72

An Act to confer additional powers upon Joint Stock Companies’

45 Vic., Cap. 17, sec. 1-5 (both inclusive). . . 74

An Act respecting companies for supplying electricity for the purpose of light, heat and power. 45 Vic., Cap. 19. .78

An Act respecting Co-operative Associations, Joint Stock Companies, Benevolent Societies, and other Corporations. 47 Vic., Cap. 27, secs. 4-6 (both inclusive). . . 80

An' Act to amend the Ontario Joint Stock Companies’ Letters

Patent Act, 48 Vic. , Cap. 32. . . . .81

An Act to amend the Acts respecting Joint Stock Companies, 48

INTRODUCTORY.

The first step usually taken in the formation of a Company is the publication of a Prospectus.^

This, though a common, is not an essential preliminary to the promotion and formation of a company. The Prospectus is intended to set fo th to the public such details of the proposed scheme as will enable them to judge of the advisability, or otherwise, of taking part in it. It should be short and pointed. As a heading it should have the name and capital of the Company. Its advantages, prospects and the plan on which it is proposed to be worked should be stated. An Application for Shares is usually appended.

The subsequent steps to be taken in the formation of the Company are set out under the various sections of The Ontario Joint Stock Companies’ Letters Patent Act which, with the Amendments thereto, forms the basis of the Statutory system that regulates the formation of Chartered Companies whose objects come within the legislative authority of the Legislature of Ontario, except those formed for the construction and working of Railways and the business of Insurance, unless in the case of Mutual Insurance Companies becoming changed into Stock Companies, under 44 Vic. Cap. 20, Sec. 19,

1 Form 1, Post.

Chapter I. Formation And Incorporation Of Companies

1. Citation.

2. Interpretation op Act.

3. How Incorporated

By Letters Patent.

Applicants not necessarily residents of Ontario.

Number of Persons.

Purposes or Objects.

4. Nature op Application

Notice of Application.

Notice dispensed with in certain cases.

Objection, if any.

Name of Company.

Purposes or Objects.

Place of Operation.

Chief Place of Business.

Amount of Capital.

Division into Shares.

Preference and Ordinary Stock.

Names of Applicants.

Names of Directors.

5. Petition and Contents : —

Must reach Provincial Secretary within a month.

The Petitioners.

Must recite the facts, the amount of stock taken, and the payments thereon, if any.

Should be signed by Applicants.

Accompanied by Stock Book.

May ask Embodiment in Letters Patent of certain provisions.

6. Evidence op Petition,Notice,&c.

Before the Letters Patent are issued.

Power to take Affidavits.

Publication of Notice must be proved.

Signatures must be verified.

Name not that of any other Company.

7. The Letters Patent.

Contents of.

Name in, may be different from that in the Notice.

Object in, may vary from those stated in Notice.

8. Notice op Granting Letters Pa-

tent.

Given without charge to Applicants.

9. Lieutenant Governor may change

NAME.

Compelling Change of Name, (ffiange to affect youngest Company.

10. Certain Inpormalities not to

Invalidate Letters Patent.

11. General Powers.

To Hold, Alienate and Convey Real Estate.

12. Change op Name or Constitu-

tion. •

Change of Name.

Change of Name under Cap. 172 R. S. O.

Sub-division of Shares.

Increase of Capital.

Reduction of Capital.

Change of Number of Directors.

Change of Chief place of Business.

14. Powers to be Subject to Act.

An Act respecting the incorporation of Joint Stock Companies by Letters Patent.

(Cap. 150, Ke vised Statutes of Ontario.)

Her Majesty, by and with the advice and consent of the Legislative Assembly of the Province of Ontario, enacts as follows : — ■

JOINT STOCK companies’ MANUAL.

' 1. — CITATION.

1. This ^ct may be cited as “ The Ontario Joint Stock Dompanies’ Letters Patent ActT

2. — INTERPRETATION OF ACT.

2. The following expressions in this Act, and in all letters patent and supplementary letters patent issued under the same, shall have the meaning hereby assigned to them, unless there is something in the subject or context repugnant to such construction, that is to say :

(1.) “ The letters patent ” shall mean the letters patent incorporating a Company for any purpose contemplated by this Act ;

(2,j “ The supplementary letters patent ” shall mean any letters patent granted for the increasing or reducing of the capital stock of such company ;

(3.) “ The Company ” shall mean the Company so incorporated by letters patent ;

(4.) '' The undertaking ” shall mean the whole of the works and business of every kind, which the Company is authorized to carry on ;

(5.) “ Real estate ” or “ land ” shall include all immovable real property of every kind ;

(6.) “Shareholder” shall mean every subscriber to, or holder of stock in the Compam^ ; . and extend to, and include the personal representatives of the shareholder.

3. — HOW INCORPORATED.

3. The Lieutenant-Governor in Council may, by letters patent under the Great Seal, grant a charter to any number of persons, not less than five, who shall petition therefor, constituting such persons and others who may become shareholders in the Company thereby created, a body corporate and politic, for any purposes or objects to which the legislative authority of the Legislature of Ontario extends, except

FORMATION AND CORPORATION OF COMPANIES.

the construction and working of Railways, and the business of Insurance.

No conditions as to any of the applicants being residents of the Province of Ontario are imposed by this, or any other section of the Act.

It is undesirable that the number of applicants be large, as this causes unnecessary expense in the publication of the notice.

The British North America Act provides that the Legislature of Ontario may exclusively make laws in relation to matters coming with, in the following classes of subjects : —

Sub-sec. 10. Local works and undertakings other than such as are of the following classes : —

(а) Lines of steam or other ships, Railways, Canals, Telegraphs and other works and undertakings connecting the Provinces or extending beyond the limits of the Province ;

(б) Lines of steam ships between the Province and any British or Foreign country ;

(c) Such works as although wholly situate within the Province, are before or after their execution declared by the Parliament of Canada to be for the general advantage of Canada or for the advantage of two or more of the Provinces.

Sub-sec. 11. The incorporation of Companies with provincial objects.

Sub-sec. 16. Generally all matters of a merely local or private nature in the Province.

4.— NATURE OF APPLICATION.

4. The applicants for such letters patent must give at least one month’s previous notice in the Ontario Gazette, of their intention to apply for the same, stating therein :

(a) The proposed corporate name of the Company, which shall not be that of any other known company, incorporated or unincorporated, or any name liable to be unfairly confounded therewith or otherwise, on public grounds objectionable ;

(h) The object for which its incorporation is sought ;

(c) The place or places within the Province of Ontario, where its operations are jto be carried on with special menl(i

JOINT STOCK companies’ MANUAL.

tion if there be two or more such places, of some one of them as its chief place of business ;

(d) The amount of its capital stock ;

(e) The number of shares and amount of each share ;

{]) The names in full and the address and calling of each of the applicants, with special mention of the names of not less than three of their number, who are to be the first Directors of the Company.

Notice. — The notice should be inserted in each number of the Ontario Gazette issued during the month.

Where the amount of the capital stock does not exceed $3,000, or un* derthe circumstances set forth in Section 6,^ the notice will, if desired, be dispensed with.^ This rule does not apply to Slide, Dam and Boom Companies. ^

The object of the notice'^ is to give opportunity for reasonable objection to the granting of the charter. A statement of such objection should be forwarded to the Provincial Secretary at Toronto.

Name. — Every incorporated company or trading corporation must have a name by which it may sue and be sued, enter into contracts, make and receive grants and perform all legal acts. Such a^ame is the “ very being of its constitution, the knot of its combination.” No alteration can be made in its name by the corporate body itself ; if this is desired application must be made to the Lieutenant-Governor in Council. The name should be as short as possible consistent with expressing generally the nature of the company, and should, except in cases where the Lieutenant-Governor in Council otherwise directs, contain the name of the Province of Ontario, or some locality therein, as part thereof, ° as for instance: — The Ontario Car Company,” “The Steel Association of Ontario,” “ The Hamilton Canning Company,” “ TheE. Harris Company of Toronto (Limited),” “ The Victoria Skating Rink Company of Brantford,” “ The Brighton Dairy Company,” “ The McCormick Manufacturing Company of London (Limited),” etc. The word “Limited ” is, by the practice of the Department, required to be added to any corporate name wherein the name of a’person or persons is used — as giVen here. The use of the word “ Canada,” “ Canadian ” and “ Dominion ” is not allowed for provincial companies. For the use of “ Royal,” the consent of the Queen is required.

1 Post.

2 Vide section 7. post.

3 Vide sec. 8, cap 19 : 44 Vic.

Object. — This may be any object (or objects) within the legislative authority of the Legislature of Ontario except the construction and working of railways and the business of insurance. By 44 Yic. cap. 20, sec. 19, however, provision is made for changing Mutual Insurance Companies into Joint Stock Companies under R.S.O., cap. 150. The definition of the objects requires particular attention. The language used should be sufficiently large to include every business to which the company is likely to apply its resources.

Operatio7is of the Company. — These may be carried on at any place, or places, within the Province.

Chief Place of Business. — This may, or may not, be at the same place as that at which the operations of the company are to be carried on, thus, a company carrying on its operations in the District of Algoma may have its chief place of business in the City of Toronto.

Amount of Capital. — The amount of the capital should be sufl&cient do carry on the business proposed, thus, in the interests of the company, avoiding an application for Supplementary Letters Patent.

Amount of the Shares. — The amount of the Shares will differ according to the nature of the company. If the objects be popular it may be advisable to make the shares of small amount, with the view of attracting numerous applicants. Shares of large amount cannot be so easily negotiated. The number and value of the shares may be fixed at the company’s option. No limit is, by law, placed as to the amount of each share. Cap 8, 41 Vic., ^ provides for the creating and issuing of preference stock which shall have preference and priority, as respects dividends and otherwise, over ordinary stock. No person can be a holder of a less amount of stock in a company than one share. Two or more persons may, however, own one share jointly.

Care should be taken to give the Christian names of the applicants, in full, with their residences, legal additions or occupations.

Directors. — These must be applicants and shareholders, owning stock absolutely in their own right, and not in arrear in respect of any call thereon.

5. — PETITION AND CONTENTS.

5. At an}^ time, not more than one month after the last publication of such notice, th'e applicants may petition the Lieutenant-Governor, through the Provincial Secretary, for the issue of such letters patent ;

2. Such petition must state the facts required to be set forth in the notice, and must further state the amount of

1 Post.

JOINT STOCK companies’ MANUAL.

stock taken by each applicant, and also the amount, if any,, paid in upon the stock of each applicant ;

3. The petition must also state whether such amount is paid in cash or by transfer of property, or how otherwise ;

4f. In case the petition is not signed by all the shareholders whose names are proposed to be inserted in the letters patent, it shall be accompanied by a memorandum of association, signed by all the persons whose names are to be so inserted, or by their attorneys, lawfully authorized in writing, and such memorandum shall contain the particulars required by the next preceding section ;

o. The petition may ask for the embodying in the letters patent of any provision which otherwise under this Act might be embodied in any by-law of the company when incorporated.

The petition must reach the Provincial Secretary not later than one month after the last publication of the notice. If, through the absence of one of the petitioners or from some other unavoidable cause, the whole of the papers cannot be completed within the month, the petition should be forwarded and the balance of the papers transmitted immediately upon completion. Where delay does occur, it is usual to require an explanation thereof, and in case more than a month elapses before the petition is presented, an additional insertion of the notice in the Gazette is ordinarily accepted, but for special and sufficient reasons the head of the department may dispense with this. No person can be a petitioner unless his name appeared in the notice, and every petitioner must be a shareholder in the proposed company. At least five shareholders must join in the petition.

The petition^ should in every respect correspond with the notice in the Gazette. It should be legibly written, and should state (a) the names in full of the petitioners, with their residences, legal additions or occupations ; (6) the proposed name of the Company to be incorporated ; (c) its objects ; {d) the place or places in Ontario where its operations are to be carried on ; (e) its chief place of business ; (/) the amount of its capital stock ; {g) the number and amount of its shares ; Qi) the names of at least three directors who must all be shareholders ; {i) the iForm No. 7, post.

amount of stock taken by the petitioners, the amounts, if any, paid thereon, and whether they were paid in' cash, by the transfer of property, or how otherwise. The petition should be signed by each of the applicants personally, or if, in any case, by attorney, the letter of attorney, duly authenticated, should accompany it. Blank Forms of Petition may be obtained on application to the Secretary’s department.

The subscription of stock must be proved by production at the Secretary’s Department of the stock book^ with the signatures of the subscribers duly verified, ^ and a verified copy of such stock book must be transmitted therewith, to remain on file in the Department. The original is returned to the applicants.

The stock book may, according to the nature of the company, be of any size, from a large volume, to a simple memorandum book. The copy may be made on foolscap paper.

The object of embodying in the letters patent any provision which otherwise might be embodied in any by-law of the company when incorporated is, “ to give greater stability to these matters which it may be deemed desirable so to embody and which, as by by-law, would be always subject to change according to the whim or caprice of a majority of the directors.”^

6. Where a notice has been published according to the rules of the Legislative Assembly for an Act incorporating any Company, the incorporation whereof is sought for objects for which incorporation is authorized by this Act, and a Bill has been introduced into the said Assembly in accorddance with such notice, and is subsequently thrown out or withdrawn, then in case a petition to the Lieutenant-Governor for the incorporation under this Act of such Company is filed with the Provincial Secretary within one month from the day of the termination of the Session of the Assembly for which the said notice was given, such notice may be accepted in lieu of the notice required by the fourth section.

7. The Lieutenant-Governor may dispense with the publication of the notice mentioned in section four in any case in which the capital of the proposed Company is three thou-

3 Stephens’ “ Joint Stock Companies,” p. 120.

JOINT STOCK companies’ MANUAL.

sand dollars or under, and in such case the petition to the Lieutenant-Governor shall state the particulars mentioned in section four, in addition to the particulars mentioned in section five.

This is intended to facilitate the formation of companies requirin^^ only a small capital, such as cheese, butter and dairy companies.

6. — EVIDENCE OF PETITION, NOTICE, ETC.

8. Before the letters patent are issued, the applicants must establish to the satisfaction of the Provincial Secretary, or of such other officer as may be charged by order of the Lieutenant-Governor in Council to report thereon, the sufficiency of their notice and petition, and that the proposed name is not the name of any other known incorporated or unincorporated company.

2. The Provincial Secretary or such other officer, may for the purpose aforesaid take and keep of record any requisite evidence in writing under oath or affirmation ; and he, or any J ustice of the Peace, or Commissioner for taking affidavits in any of the Superior Courts, may administer every requisite oath or affirmation.

Proof as to the notice required having been given must be furnished by affidavit^ setting forth dates of insertion of such notice, with copy thereof cut from the Gazette attached. The signatures to the petition must be verified by affidavit ^ made by a witness. The proof that the corporate name is not that of any other known company ought to be made by the affidavit of one of the applicants, a resident of this Province, or by a resident attorney or agent. ^ From the nature of the subject such affidavit cannot be positive and should be expressed to be made to the best of the knowledge and belief of the declarant.

7. — THE LETTEKS PATENT.

9. The Letters Patent shall recite such of the material averments of the notice and petition so established as the Lieutenant-Governor may find convenient to insert therein ;

1 Form 6, post. ^ Eorm 8, post. ^ Form 9, post.

and the Lieutenant-Governor, may, if he thinks fit, give to the Company, a corporate name different from the name proposed by the applicants in the published notice ; and the objects of the Company as stated in the Letters Patent may vary from the objects stated in the said notice, provided the objects of the Company as stated in the Letters Patent, are of a similar character to those contained in the notice published as aforesaid.

In case a company has given notice under a name to which reasonable objection has been, or may be, taken, this clause provides for avoiding the delay that would be caused by giving a new notice.

A copy of the form of Letters Patent is given hereafter. ^

, 8. — NOTICE OF GRANTING LETTERS PATENT.

10. Notice of the granting of the Letters Patent shall be forthwith given by the Provincial Secretary, in the Ontario Gazette, in the form of the schedule A appended to this Act ; and from the date of the Letters Patent t^e persons therein named and their successors shall be a Jbody corporate and politic by the name mentioned therein.

This notice is inserted in the Gazette without charge to the applicants.

9, — LIEUTENANT-GOVERNOR MAY CHANGE NAME.

11, In case it is made to appear that any Company is incorporated under a name, the same as or similar to, that of an existing company, it shall be lawful for the Lieutenant- Governor in Council to direct the issue of Supplementary Letters Patent reciting the former letters, and changing the name of the compauy to some other name to be set forth in the Supplementary Letters Patent ; and no such alteration of name shall affect the rights or obligations of the company ; and all proceedings may be continued and commenced by or against the company by its new name, that might have been continued or commenced by or against the company by its former name.