tions in this

III. The following words and expression both in Interpreta. this and the special act shall have the several mean- and the spe ings hereby assigned to them, unless there be some- cial act: thing in the subject or the context repugnant to such construction; (that is to say,)

Words importing the singular number only shall Number: include the plural number; and words import

ing the plural number only shall include the

singular number :

Words importing the masculine gender only shall Gender: include females :

The word "lands" shall extend to messuages, "Lands:" lands, tenements, and hereditaments of any

tenure :

The word "lease" shall include an agreement for "Lease:”

a lease:

The word "month" shall mean calendar month:

"Month:"

The expression "superior Courts" shall mean "Superior her Majesty's superior Courts of record at Courts:" Westminster or Dublin, as the case may re

quire:

The word “ oath” shall include affirmation in the "Oath :" case of Quakers, or other declaration lawfully substituted for an oath in the case of any other persons exempted by law from the necessity of taking an oath :

" County :"

The word " county" shall include any riding or other like division of a county, and shall also include county of a city, or county of a town: The word "justice" shall mean justice of the “Justice:" peace acting for the county, city, borough, liberty, cinque port, or other place where the matter requiring the cognizance of any such Justice shall arise, and who shall not be interested in the matter; and where any matter shall be authorized or required to be done by two Justices the expression "two Justices shall be understood to mean two Justices assembled and acting together in petty sessions:

G

"Two jus

tices:"

"the company:"

" Directors;"

"Shareholder;"

"Secretary:"

Short title

The expression "the company" shall mean the
company constituted by the special act :
The expression "the directors shall mean the
directors of the company, and shall include all
persons having the direction of the undertaking,
whether under the name of directors, managers,
committee of management, or under any other

name:

The word " shareholder shall mean shareholder,
proprietor, or member of the company; and in
referring to any such shareholder, expression,
properly applicable to a person shall be held to
apply to a corporation: And
"shall mean the

The expression "the secretary'

secretary of the company, and shall include the word" clerk."

IV. And be it enacted, that in citing this act

the

of the act. in other acts of Parliament and in legal instruments it shall be sufficient to use the expression Companies Clauses Consolidation Act, 1845."

Form in

incorporated with

other acts.

V. And whereas it may be convenient in some which por- cases to incorporate with acts of Parliament heretions of this after to be passed some portion only of the proact may be visions of this act; be it therefore enacted, that for the purpose of making any such incorporation it shall be sufficient in any such act to enact that the clauses and provisions of this act, with respect the matter so proposed to be incorporated (describing such matter as it is described in this act in the words introductory to the enactment with respect to such matter), shall be incorporated with such act and thereupon all the clauses and provisions of this act with respect to the matter so incorporated shall, save so far as they shall be expressly varied or excepted by such act, form part of such act, and such act shall be construed as if the substance of such clauses and provisions were set forth therein

with reference to the matter to which such act shall relate.

And with respect to the distribution of the capital of the company into shares, be it enacted as follows:

Distribution of Capital.

be divided

into shares.

VI. The capital of the company shall be divided Capital to into shares of the prescribed number and amount; and such shares shall be numbered in arithmetical progression, beginning with number one; and every such share shall be distinguished by its appropriate number.

VII. All shares in the undertaking shall be sonal estate, and transmissible as such, and not be of the nature of real estate (a).

per

shall

(a) This clause, now inserted in most acts, obviates some difficulties which have been raised as to whether the transfer of shares may, under some circumstances, come under the provisions of the Statute of Frauds, as being a disposal of interest in land. See Humble v. Mitchell, 11 A. & E. 205; Re Dilworth, ! Dea. & Ch. 411.

Shares to

be personal

estate.

holders.

VIII. Every person who shall have subscribed Sharethe prescribed sum or upwards to the capital of the company, or shall otherwise have become entitled o a share (a) in the company, and whose name shall Lave been entered on the register of shareholders ereinafter mentioned, shall be deemed a shareolder of the company.

(a) Or shall otherwise have become entitled to a share, &c.] It has been long a question, and still remains to some extent andecided, what constitutes a good title to a share in a Joint Stock Company. Some of the earlier decisions on the Bubble Act, and since its repeal, seemed to point to the conclusion that ny unincorporated company, professing to issue shares transerable at the will of the holder, was an illegal one; (see judgnent of Lord Tenterden in Josephs v. Pebrer, 3 B. & C. 639. Duvergier v. Fellows, 5 Bing. 248. Blundell v. Winsor, 8 Sim. 601.: and see Harvey v. Collett, 10 Jurist, 603; Jackson v. Cocker, 4 Beav. 59 ;) the effect of later deci

Registry

of shareholders.

sions has been that such a course of proceeding, though & symptom of illegality, is not conclusive against the legality of a company, unless coupled with proof that its object and proceed. ings are likely to be injurious to the public; (see Harrison v. Heathorn, 6 M. & G. 181; Ellison v. Bignold, 2 Jac. & W.503 Nockels v. Crosby, 3 B. & C. 814. In accordance with this view, the transferability of shares, at the will of the holder, wa recognized in the Court of Queen's Bench to this extent, tha there was nothing illegal in a company, after incorporation entering the name of a holder of a scrip certificate, not being th person to whom it was first issued, on the register of share holders, and that the registry book being made primú faci evidence (as in this act) of proprietorship, such evidence wa not rebutted by proof that the person therein named was not the original subscriber for the share. The London Gran Junction Railway Company v. Freeman, 2 M. & Gr. 606.

It has since been decided in the Exchequer that the transfe of scrip-certificates is not necessarily illegal; it seems doubtful however, whether the holder of a scrip-certificate payable t bearer can compel the company to register him as a shareholder unless he deduce his title to it from the first holder through th various assignees. Daly v. Thompson, 10 M. & W. 309. St Garrard v. Hardy, 6 Scott, N. R. 476.

A very recent decision of the Exchequer removes a dout which was entertained, as to whether the 26th section of th Joint Stock Company's Act, imposing a penalty on the trans ference of the shares of a Joint Stock Company, before eithe complete registration or incorporation, applied to Railwa Companies, establishing that it does not. Young v. Smith 15 L. J., N. S.; Exch. 81. See Appendix.

IX. The company shall keep a book, to be calle the "Register of Shareholders;" and in such boo shall be fairly and distinctly entered, from time t time, the names of the several corporations, and th names and additions of the several persons entitle to shares in the company, together with the numbe of shares to which such shareholders shall be re spectively entitled, distinguishing each share by it number, and the amount of the subscriptions pait on such shares, and the surnames or corporate names of the said shareholders shall be placed in alphabetical order; and such book shall be authenticated by the common seal of the company being affixed thereto; and such authentication shall take place at the first ordinary meeting, or at the next

subsequent meeting of the company, and so from time to time at each ordinary meeting of the company (a).

(a) To have been entered in the registry book is not necessarily a condition precedent to becoming a shareholder, or to conveying shares by deed after the passing of the act. Sheffield, Ashton-under-Lyne and Manchester Railway Company, v. Woodcock, 2 Railway Cases, 522, post.

of snare. holders.

X. In addition to the said register of shareholders Add esses the company shall provide a book, to be called the Shareholders' Address Book," in which the secretary shall from time to time enter in alphabetical order the corporate names and places of business of the several shareholders of the company, being corporations, and the surnames of the several other shareholders, with their respective christian names, places of abode, and descriptions, so far as the same shall be known to the company; and every shareholder, or if such shareholder be a corporation, the clerk or agent of such corporation, may at all convenient times peruse such book gratis, and may require a copy thereof or of any part thereof; and for every hundred words so required to be copied, the company may demand a sum not exceeding sixpence.

of shares to

XI. On demand of the holder of any share the Certificates company shall cause a certificate of the proprietor- be issued to ship of such share to be delivered to such share- the share holder; and such certificate shall have the common holders. seal of the company affixed thereto; and such certificate shall specify the share in the undertaking to which such shareholder is entitled; and the same may be according to the form in the schedule (A.) to this act annexed, or to the like effect; and for such certificate the company may demand any sum not exceeding the prescribed amount, or if no amount be prescribed, then a sum not exceeding two shillings and sixpence.

XII. The said certificate shall be admitted in all Certificat