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RAILWAY COMPANIES ACT 1867

RAILWAY COMPANIES ACT 1867 - LONG TITLE

An Act to amend the Law relating to Railway Companies.{1}
[20th August 1867]
Preliminary

RAILWAY COMPANIES ACT 1867 - SECT 1

1. This Act may be cited as "The Railway Companies Act, 1867."

RAILWAY COMPANIES ACT 1867 - SECT 3
Interpretation.

3. In this Act

The term "company" means a railway company; that is to say, a
company constituted by Act of Parliament, or by certificate under
Act of Parliament, for the purpose of constructing, maintaining, or
working a railway (either alone or in conjunction with any other
purpose):

The term "action" includes suit or other proceeding:

The term "judgment" includes decree, order, or rule:

The term "share" includes stock:

The term "person" includes corporation:

The term "Court of Chancery" or "Court" means the Court of Chancery
in... Ireland, ...:

The term "Gazette" means, ... with respect to Ireland the Dublin
Gazette.

Restriction on execution against rolling stock and plant of company.

RAILWAY COMPANIES ACT 1867 - SECT 4

4. The engines, tenders, carriages, trucks, machinery, tools,
fittings, materials, and effects constituting the rolling stock and
plant used or provided by a company for the purposes of the
traffic on their railway, or of their stations or workshops, shall
not, after their railway or any part thereof is open for public
traffic, be liable to be taken in execution at law or in
equity..., where the judgment on which execution issues is recovered
in an action on a contract entered into after the passing of this
Act, or in an action not on a contract commenced after the passing
of this Act; but the person who has recovered any such judgment
may obtain the appointment of a receiver, and, if necessary, of a
manager, of the undertaking of the company, on application by
petition in a summary way to the Court of Chancery... in Ireland
...; and all money received by such receiver or manager shall,
after due provision for the working expenses of the railway and
other proper outgoings in respect of the undertaking, be applied and
distributed, under the direction of the Court, in payment of the
debts of the company and otherwise, according to the rights and
priorities of the persons for the time being interested therein; and
on payment of the amount due to every such judgment creditor as
aforesaid the Court may, if it think fit, discharge such receiver
or such receiver and manager.

RAILWAY COMPANIES ACT 1867 - SECT 5
Determination of questions whether property taken in execution is
liable to be so taken.

5. If in any case where property of a company has been taken in
execution a question arises whether or not it is liable to be so
taken notwithstanding this Act, the same may be heard and determined
on an application by either party by summons in a summary way to
the court out of which the execution issued, or if the Court is
one of the Superior Courts of Law, then to a judge of any one of
those courts, and such determination shall be final and binding.

Scheme of arrangement by company unable to meet their engagements.

RAILWAY COMPANIES ACT 1867 - SECT 6

6. Where a company are unable to meet their engagements with their
creditors, the directors may prepare a scheme of arrangement between
the company and their creditors (with or without provisions for
settling and defining any rights of shareholders of the company as
among themselves, and for raising, if necessary, additional share and
loan capital, or either of them), and may file the same in the
Court of Chancery in... Ireland, ... with a declaration in writing
under the common seal of the company to the effect that the
company are unable to meet their engagements with their creditors,
and with an affidavit of the truth of such declaration made by the
chairman of the board of directors and by the other directors, or
the major part in number of them, to the best of their respective
judgment and belief.

RAILWAY COMPANIES ACT 1867 - SECT 7
Stay of actions.

7. After the filing of the scheme, the Court may, on the
application of the company on summons or motion in a summary way,
restrain any action against the company on such terms as the Court
thinks fit.

RAILWAY COMPANIES ACT 1867 - SECT 8
Notice in Gazette.

8. Notice of the filing of the scheme shall be published in the
Gazette.

RAILWAY COMPANIES ACT 1867 - SECT 9
No execution, &c., available without leave of the Court.

9. After such publication of notice no execution, attachment, or
other process against the property of the company shall be available
without leave of the Court, to be obtained on summons or motion in
a summary way.

RAILWAY COMPANIES ACT 1867 - SECT 10
Assent to scheme by debenture holders, &c.

10. The scheme shall be deemed to be assented to by the holders
of mortgages or bonds issued under the authority of the company's
special Acts when it is assented to in writing by three fourths in
value of the holders of such mortgages or bonds, and shall be
deemed to be assented to by the holders of debenture stock of the
company when it is assented to in writing by three fourths in
value of the holders of such stock.

RAILWAY COMPANIES ACT 1867 - SECT 11
Assent by holders of rentcharge in consideration of the purchase of
another undertaking.

11. Where any rentcharge or other payment is charged on receipts of
or is payable by the company in consideration of the purchase of
the undertaking of another company, the scheme shall be deemed to
be assented to by the holders of such rentcharge or other payment
when it is assented to in writing by three fourths in value of
such holders.

RAILWAY COMPANIES ACT 1867 - SECT 12
Assent by guaranteed or preference shareholders.

12. The scheme shall be deemed to be assented to by the guaranteed
or preference shareholders of the company when it is assented to in
writing as follows: If there is only one class of guaranteed or
preference shareholders, then by three fourths in value of that
class; and if there are more classes of guaranteed or preference
shareholders than one, then by three fourths in value of each such
class.

RAILWAY COMPANIES ACT 1867 - SECT 13
Assent by ordinary shareholders.

13. The scheme shall be deemed to be assented to by the ordinary
shareholders of the company when it is assented to at an
extraordinary general meeting of the company specially called for
that purpose.

RAILWAY COMPANIES ACT 1867 - SECT 14
Assent by leasing company, when company preparing scheme are lessees
of a railway.

14. Where the company are lessees of a railway, the scheme shall
be deemed to be assented to by the leasing company when it is
assented to as follows:

In writing by three fourths in value of the holders of mortgages,
bonds, and debenture stock of the leasing company:

If there is only one class of guaranteed or preference shareholders
of the leasing company, then in writing by three fourths in value
of that class; and if there are more classes of guaranteed or
preference shareholders in the leasing company than one, then in
writing by three fourths in value of each such class:

By the ordinary shareholders of the leasing company at an
extraordinary general meeting of that company specially called for
that purpose.

RAILWAY COMPANIES ACT 1867 - SECT 15
Assent of debenture holders, &c. not affected unnecessary.

15. Provided, that the assent to the scheme of any class of
holders of mortgages, bonds, or debenture stock, or of any class of
holders of a rentcharge or other payment as aforesaid, or of any
class of guaranteed or preference shareholders, or of a leasing
company, shall not be requisite in case the scheme does not
prejudicially affect any right or interest of such class or company.

RAILWAY COMPANIES ACT 1867 - SECT 16
Application for confirmation of scheme.

16. If at any time within three months after the filing of the
scheme, or within such extended time as the Court from time to
time thinks fit to allow, the directors of the company consider the
scheme to be assented to as by this Act required, they may apply
to the Court by petition in a summary way for confirmation of the
scheme.Notice of any such application, when intended, shall be
published in the Gazette.

RAILWAY COMPANIES ACT 1867 - SECT 17
Confirmation of scheme.

17. After hearing the directors, and any creditors, shareholders, or
other parties whom the Court thinks entitled to be heard on the
application, the Court, if satisfied that the scheme has been within
three months after the filing of it, or such extended time (if
any) as the Court has allowed, assented to as required by this
Act, and that no sufficient objection to the scheme has been
established, may confirm the scheme.

RAILWAY COMPANIES ACT 1867 - SECT 18
Enrolment and effect of scheme.

18. The scheme, when confirmed, shall be enrolled in the Court, and
thenceforth the same shall be binding and effectual to all intents,
and the provisions thereof shall, against and in favour of the
company and all parties assenting thereto or bound thereby, have the
like effect as if they had been enacted by Parliament.

RAILWAY COMPANIES ACT 1867 - SECT 19
Notice of confirmation of scheme.

19. Notice of the confirmation and enrolment of the scheme shall be
published in the Gazette.

RAILWAY COMPANIES ACT 1867 - SECT 20
Company to keep printed copies of scheme for sale.

20. The company shall at all times keep at their principal office
printed copies of the scheme, when confirmed and enrolled, and shall
sell such copies to all persons desiring to buy the same at a
reasonable price, not exceeding [2p] for each copy.If the company
fail to comply with this provision, they shall be liable to a
penalty not exceeding twenty pounds, and to a further penalty not
exceeding five pounds for every day during which such failure
continues after the first penalty is incurred, which penalties shall
be recovered and applied as penalties under the Railways Clauses
Consolidation Act, 1845, are recoverable and applicable.

S.22 rep. by 1962 c.30 s.30(2)(d) sch.4 Pt.IV

Priority of mortgages.

RAILWAY COMPANIES ACT 1867 - SECT 23
Penalties for neglect, and recovery and application thereof.

23. All money borrowed or to be borrowed by a company on mortgage
or bond or debenture stock, under the provisions of any Act
authorizing the borrowing thereof, shall have priority against the
company and the property from time to time of the company over all
other claims on account of any debts incurred or engagements entered
into by them after the passing of this Act: Provided always, that
this priority shall not affect any claim against the company in
respect of any rentcharge granted or to be granted by them in
pursuance of the Lands Clauses Consolidation Act, 1845, or the Lands
Clauses Consolidation Acts Amendment Act, 1860, or in respect of any
rent or sum reserved by or payable under any lease granted or made
to the company by any person in pursuance of any Act relating to
the company which is entitled to rank in priority to, or pari
passu with, the interest or dividends on the mortgages, bonds, and
debenture stock; nor shall anything herein-before contained affect any
claim for land taken, used, or occupied by the company for the
purpose of the railway, or injuriously affected by the construction
thereof, or by the exercise of any powers conferred on the company.

RAILWAY COMPANIES ACT 1867 - SECT 24
Power to issue debenture stock, subject to Part III of 1863 c.118.

24. Any company may create and issue debenture stock, subject to
the provisions of Part III of the Companies Clauses Act, 1863,
(relating to debenture stock); ... and for the purposes of the
present section this Act shall be deemed a special Act passed
incorporating that part; and any special Act of a company passed
before the passing of this Act prescribing any rate shall be read
and have effect as if no rate had been prescribed therein.

RAILWAY COMPANIES ACT 1867 - SECT 25
Restriction on rate of interest on debenture stock already
authorized, but not issued.

25. Provided, that any debenture stock the creation whereof has been
authorized by a company, but which has not been issued, before the
passing of this Act, shall not be issued on any terms other than
those whereon it might have been issued if this Act had not been
passed, unless and until the issue thereof on terms other than as
aforesaid is after the passing of this Act authorized by the
company in manner provided in section twenty-two of the Companies
Act, 1863.

RAILWAY COMPANIES ACT 1867 - SECT 26
Borrowing to meet debentures falling due.

26. Money borrowed by a company for the purpose of paying off, and
duly applied in paying off, bonds or mortgages of the company given
or made under the statutory powers of the company, shall, so far
as the same is so applied, be deemed money borrowed within and not
in excess of such statutory powers.

S.27 rep. by SLR (NI) 1954

RAILWAY COMPANIES ACT 1867 - SECT 28
Power to issue at discount residue of original or other capital
already authorized.

28. Any shares forming part of the capital (whether original or
additional) authorized to be raised by any special Act of a company
passed before the present session, which have not been disposed of,
may be disposed of in manner provided by Part II of the Companies
Clauses Act, 1863, as amended by this Act; and that part, as so
amended, shall be deemed incorporated with such special Act
accordingly.

RAILWAY COMPANIES ACT 1867 - SECT 29
Restriction on issuing at discount of shares or stock already
authorized, but not issued.

29. Provided, that any shares the creation whereof has been
authorized by a company, but which have not been issued, before the
passing of this Act, shall not be issued on any terms other than
those whereon the same might have been issued if this Act had not
been passed, unless and until the issue thereof on terms other than
as aforesaid is after the passing of this Act authorized by the
company in manner provided by Part II of the Companies Clauses Act,
1863.

RAILWAY COMPANIES ACT 1867 - SECT 30
Audit of railway accounts prior to declaration of dividends.

30. No dividend shall be declared by a company until the auditors
have certified that the half-yearly accounts proposed to be issued
contain a full and true statement of the financial condition of the
company, and that the dividend proposed to be declared on any
shares is bona8 fide due thereon after charging the revenue of the
half year with all expenses which ought to be paid thereout in the
judgment of the auditors; but if the directors differ from the
judgment of the auditors with respect to the payment of any such
expenses out of the revenue of the half year, such difference
shall, if the directors desire it, be stated in the report to the
shareholders, and the company in general meeting may decide thereon,
subject to all the provisions of the law then existing, and such
decision shall for the purposes of the dividend be final and
binding; but if no such difference is stated, or if no decision is
given on any such difference, the judgment of the auditors shall be
final and binding; and the auditors may examine the books of the
company at all reasonable times, and may call for such further
accounts, and such vouchers, papers, and information, as they think
fit; and the directors and officers of the company shall produce
and give the same as far as they can, and the auditors may refuse
to certify as aforesaid until they have received the same; and the
auditors may at any time add to their certificate, or issue to the
shareholders independently, at the cost of the company, any statement
respecting the financial condition and prospects of the company which
they think material for the information of the shareholders.

Abandonment of railways authorized by Acts passed before this
session.

RAILWAY COMPANIES ACT 1867 - SECT 31

31. The Abandonment of Railways Act, 1850, shall extend and apply
to all companies authorized to make railways by Act of Parliament
passed before the present session, subject and according to the
following provisions:

Para.(1) rep. by 1869 c.114 s.10; para.(2) rep. by SLR (NI) 1954

(3)Nothing in the said Act of 1850 or this Act shall be deemed to
make it obligatory on the Board of Trade to authorize the
abandonment of a railway or part of a railway on any application
in that behalf, and the Board of Trade shall not authorize such
abandonment in any case unless it appears to them just and
expedient so to do; and the Board of Trade may, if they think
fit, refuse in any case to authorize such abandonment, except on
condition of the money deposited as security for the completion of
the railway, or the stocks, funds, or securities on which the same
is invested, or the money secured by any bond conditioned for
completion of the railway, or for payment of money in default
thereof, being applied as part of the assets of the company.

RAILWAY COMPANIES ACT 1867 - SECT 32
Abandonment where three fifths of capital has not been subscribed.

32. Where it is shown to the satisfaction of the Board of Trade,
with respect to a company authorized to make a railway by Act of
Parliament passed before the present session, that no part or a
part less than three fifths, of the share capital of the company
has been subscribed, the Board of Trade may, if they think fit,
proceed under the said Act of 1850, as extended by this Act, on
the application of any person named in the special Act incorporating
the company as a member or director thereof, or of any person
named in the warrant or order directing payment of any deposit
under any Standing Order of either House of Parliament, or of any
person who has lent the amount of such deposit, or any part
thereof, or has entered into any bond conditioned for the completion
of the railway, or for payment of any money in default thereof,
and without the preliminary consent of a meeting of shareholders of
the company.

RAILWAY COMPANIES ACT 1867 - SECT 33
Right to compensation for damage to land by entry, &c. not affected
by authority for abandonment of railway.

33. The authority given under this Act for the abandonment by a
company of any railway or part of a railway shall not affect the
right of the owner or occupier of any lands that have been
temporarily occupied by the company to receive compensation, in
accordance with the provisions of the Railways Clauses Consolidation
Act, 1845, for such temporary occupation, or for any loss, damage,
or injury that has been sustained by him by reason thereof, or of
the exercise as regards such lands of any of the company's powers.

RAILWAY COMPANIES ACT 1867 - SECT 34
Cancellation of bonds for completion of railways, and release of
deposits.

34. Where a warrant for abandonment is granted under the Abandonment
of Railways Act, 1850, as extended by this Act, the Treasury may
cancel and deliver up any bond entered into by or on behalf of a
railway company for securing the completion of a railway, or, in
case the abandonment be of part of the railway only, may cancel
and deliver up such bond on receiving another bond in lieu thereof,
conditioned for payment of a due proportionate part of the amount
secured by such former bond; and any money remaining deposited as
security for the completion of the railway, or the stocks, funds,
or securities in which the same is invested, or any Bank annuities,
stocks, funds, securities, or Exchequer bills remaining deposited as
such security, or in case the abandonment authorized is of part
only of a railway, then such proportionate part as the Board of
Trade thinks fit of such money, stocks, funds, securities, annuities,
or Exchequer bills shall be paid, transferred, or delivered out to
the persons who would be entitled to receive the same if the
railway had been completed and opened for public traffic; and the
Court of Chancery shall, on the application of those persons, order
payment, transfer, or delivery out thereof accordingly, on a
certificate of the Board of Trade certifying that such a warrant
for abandonment has been granted.

RAILWAY COMPANIES ACT 1867 - SECT 35
Protection of Board of Trade from liability in respect of issue of
warrants or certificates as to deposits, &c. or errors therein.

35. The issuing in any case of any warrant or certificate relating
to deposit, or to any money, stocks, funds, securities, Bank
annuities, or Exchequer bills deposited, or any error in any such
warrant or certificate, or in relation thereto, shall not make the
Board of Trade, or the person signing the warrant or certificate on
their behalf, in any manner liable for or in respect of the money,
stocks, funds, securities, Bank annuities, or Exchequer bills
deposited, or the interest of or dividends on the same, or any
part thereof respectively.

Amendment (as to railway companies) of section 85 of 1845 c.18.

RAILWAY COMPANIES ACT 1867 - SECT 36

36. Where a company exercise the powers conferred on the promoters
of the undertaking by section eighty-five of the Lands Clauses
Consolidation Act, 1845, the following provisions shall have effect:

(1)The surveyor to be appointed as in that section provided shall
be appointed by the Board of Trade instead of by two justices, and
all the provisions of that Act relative to a surveyor appointed by
two justices shall apply to a surveyor so appointed by the Board
of Trade:

(2)The company shall give not less than seven days notice of their
intention to apply to the Board of Trade for the appointment of a
surveyor to any party interested in or entitled to sell and convey
the lands in question, and not consenting to the entry of the
company:

(3)The valuation to be made by the surveyor so appointed shall
include the amount of compensation for all damage and injury to be
sustained by reason of the exercise of the powers conferred by the
said section, as far as such damage and injury are capable of
estimation:

(4)The sureties to the bond to be given by the company under that
section shall, in case the parties differ, instead of being approved
of by two justices be approved of by the Board of Trade, after
hearing the parties.