the payment of which would, to their knowledge, render it insolvent, they shall be jointly and severally liable for all the debts of the company then existing, and for all that shall be thereafter contracted, so long as they shall respectively continue in office: Provided always that the amount for which they shall all be so liable shall not exceed the amount of such dividend; and that if any of the directors shall be absent at the time of making the dividend or dividends so declared or paid, or shall object thereto, and shall file their objection, in writing, with the clerk of the company, they shall be exempted from the said liability."

WHAT AN ESTABLISHED COMPANY MUST DO.

Besides attending strictly to all the initiatory steps before detailed, a company must observe the following requisites.

It must act in accordance with its partnership regulations, whether they be those in the form B in the schedule to the act, or those in its registered articles of association. The most important of these, and requiring daily attention, is the keeping of regular books of account, cash books, and minute books of all its transactions. Limited companies will now enter into and become part and parcel of the community. They can freely trade like individuals—can be distinguished for probity and enterprise,-can set an example to others of integrity, honour and fair dealing,-can aim at the highest standard of excellence; and in case

of misfortune they can be wound-up, or, in other words, made bankrupts. Even in case of success perfection will not be attainable by them, and should they become bankrupts, shame and condemnation will rest upon them if they shall fail or have failed to keep proper books of account, in accordance with the most approved mercantile forms and customs.

A company must cause minutes of all resolutions and proceedings of general meetings to be duly entered in books (section 40).

A General Meeting of the Company must be held once in every year (section 32).

Once, at the least, in every year a list shall be made of all persons who, on the fourteenth day succeeding the day on which the ordinary general meeting of the company, or, if there is more than one ordinary meeting in each year, the first of such ordinary general meetings, is held, are holders of shares in the company; and such list shall state the names, addresses, and occupations of all the persons therein mentioned, and the number of shares held by each of them, and shall contain a summary specifying the following particulars :

1. The amount of the nominal capital of the company, and the number of shares into which it is divided.

2. The number of shares taken from the commencement of the company up to the date of the summary.

3. The amount of calls made on each share.

4. The total amount of calls that has been received.

5. The total amount of calls unpaid.

6. The total amount of shares forfeited. The above list and summary shall be contained in a separate part of the register, and shall be in the form marked E in the schedule to the act, or as near thereto as circumstances admit. It must be registered at the office of Joint-Stock Companies, under a penalty of £5 per day for default (section 18).

This list, by being entered in the register-book, as it must be, will be open for inspection to shareholders and strangers.

As has been stated, the nominal capital may, by special resolution," be increased, but notice of any such increase must be given to the Registrar of Joint-Stock Companies within fifteen days from the date of the passing of the resolution by which such increase has been authorised, and the registrar must forthwith record the amount of such increase. If such notice is not duly given, the company shall incur a penalty not exceeding five pounds for every day during which such neglect to give notice continues.

Upon an increase of capital the following fees are payable :

For registration of any increase in

the capital of a company, for every
£1,000, or part of £1,000, up to
£100,000, in the whole

0 5 0

For every £1,000, or part of £1,000, beyond the first £100,000, an additional fee of

- 0 1 0

LIABILITY OF SHAREHOLDERS.

A company under the act, being a body corporate, can only be sued for debts or liabilities in its corporate name. Judgments against it will be recorded in that name, and executions can be issued on such judgments against the corporate property only. Calls made on shareholders remaining unpaid, being by section 22 declared to be debts due to a company, can be taken in execution under the 61st and 62nd sections of the Common Law Procedure Act, 17 and 18 Vict., cap. 125, as part of the Company's property. Thus only can a creditor upon a company registered under the act obtain from a shareholder fruits from an execution. These fruits will, in each case, be limited to the amount of calls made and due and remaining unpaid by the shareholder. If the entire subscription of a shareholder in a "limited company" shall have been paid up in full, then he cannot be compelled by directors or creditors, or by winding-up proceedings, to pay another farthing.

When a company, being in embarrassment or debt, shall voluntarily submit itself, or be compelled to submit to "winding-up," then the distinction of limited and unlimited liability of shareholders is brought to light and carefully defined in the three sections of the act, 61, 62, and 63, which most important sections are as follows:

"In the event of any company being wound-up by the Court, or voluntarily, the existing shareholders shall be liable to contribute to the assets

of the company, to an amount sufficient to pay the debts of the company, with this qualification, that if the company is limited, no contribution shall be required from any shareholder exceeding the amount, if any, unpaid on the shares held by him.

"In the event of any company other than a limited company being wound-up by the Court, or voluntarily, any person who has ceased to be a shareholder within the period of three years prior to the commencement of the winding-up, shall be deemed, for the purposes of contribution towards payment of the debts of the company, to be an existing shareholder, and shall have, in all respects, the same rights, and be subject to the same liabilities to creditors, as if he had not so ceased to be a shareholder, with this exception, that he shall not be liable in respect of any debt of the company contracted after the time at which he ceased to be a shareholder.

"In the event of any limited company being wound-up by the Court, or voluntarily, any person who has ceased to be a holder of any share or shares within the period of one year prior to the commencement of the winding-up, shall be deemed, for the purposes of contribution towards payment of the debts of the company, to be an existing holder of such share or shares, and shall have in all respects the same rights, and be subject to the