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PRACTICAL DIRECTIONS

FOR

FORMING AND MANAGING

JOINT-STOCK COMPANIES,

WITH

LIMITED LIABILITY OR OTHERWISE,

UNDER THE PROVISIONS OF THE

"JOINT-STOCK COMPANIES ACT, 1856."

BY

JOHN DUNCAN,

SOLICITOR AT LAW.

LONDON:

WATERLOW AND SONS, 24 & 25, BIRCHIN LANE, 49, PARLIAMENT
STREET, AND LONDON WALL.

1856.

PREFACE.

THE object of this pamphlet is to point out to the legal practitioner in particular, and to the public generally, how the provisions are to be best complied with of the new act of Parliament for regulating Joint-Stock Companies. Without professional assistance it will be unwise and imprudent for parties to proceed in establishing a company, either without or with "limited liability." At the same time, I have attempted so to string together and classify logically the subject-matters of the act, without reference to the order in which its sections are printed, as to make compliance with its provisions a task of comparative simplicity to everybody.

I have divided the entire subject into :

1st. Initiatory proceedings to commence, register, and establish a new company (page 10). 2nd. What an established registered company in its business and management can do, and what it cannot do (page 25).

3rd. What such a registered company must do (page 29).

4th. Nature and extent of liability of shareholders (page 32).

5th. Compulsory examination of accounts by inspectors (pages 34).

6th. Winding-up of companies (page 35). 7th. General provisions in the act (page 39). 8th. Proceedings to be adopted for registration of existing companies (page 42).

The act is one of the most important, and will probably be one of the most beneficial, that has ever been passed by Parliament. I purpose to devote myself to piloting promoters, capitalists and professional men through a compliance with its provisions, and nothing can facilitate my objects more than to assist, by the following pages, in making those provisions clear and intelligible to all. I humbly trust that I have succeeded in this attempt, which has been a comparatively easy labour, from the clear language used in the act. I shall be pleased to receive at all times suggestions for the amendment of my text in future editions.

OFFICE FOR ESTABLISHING JOINT-STOCK COMPANIES, 60, Old Broad Street, London,

July, 1856.

PRACTICAL DIRECTIONS

FOR FORMING AND MANAGING

JOINT-STOCK COMPANIES,

THE act of Parliament for the "Incorporation and Regulation of Joint-Stock Companies and other Associations" has received the sanction of the legislature.

It is not intended to discuss the policy which has led to the adoption of this measure, or to criticise the law as it has been fixed by the provisions of the act, whether it should have been more or less extensive, or other than it is. Suffice it to say, that the formation of joint-stock companies, with limited liability, for all purposes but banking and insurance, is now practicable and easy, and is the established law of the land. Every one knows, or ought to know, that the expression "with limited liability," as applied to a joint-stock company, means, that its shareholders are not liable to pay up any more than the amount of their subscriptions to its capital, whatever may be the losses, embarrassments, or debts of the company

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