under the "Joint Stock Companies Act, 1856;" but the latter is repealed, and is therefore not applicable to the "Companies Act, 1862." 358. (18.) The Act shall not extend to Scotland. REGISTRATION OFFICE. 359. The office for the registration of joint stock companies in England is No. 13, Serjeants' Inn, Fleet Street, London, the present Registrar being the Hon. E. C. Curzon. 360. In Ireland, Record Buildings, Dublin, the present AssistantRegistrar being G. Crawford, Esq.; and, In Scotland, Exchequer Chambers, Parliament Square, Edinburgh, the present Registrar being John Henderson, Esq. Also at Truro, Cornwall, for the registration of joint stock companies formed for working mines within the jurisdiction of the Court of the Vice-Warden of the Stannaries, the AssistantRegistrar being W. Michell, Esq. All matters connected with the administration of these offices are placed under the direction and control of the Board of Trade. The following is a brief synopsis of section 174 relating thereto, and is subdivided into eight clauses, which respectively give power to the Board: (1.) To appoint registrars and other officers: (2.) To regulate the duties of such officers : (3.) To determine the places at which offices for the registration of companies are to be established in England, Ireland and Scotland; also as to the Registrar's office of the Court of the ViceWarden of the Stannaries: (4.) To direct that any seals shall be prepared for. (5.) To enable every person to inspect any of the docu- 5 0 06 H 361. 362. And in Scotland For copies or extracts, a sum not exceeding 6d for each sheet of 200 words. (6.) For existing Registrars and other officers to continue to hold office, and receive the same salaries as hitherto, during the pleasure of the Board of Trade, and to conform to the regulations of the latter. 66 (7.) To pay to any Registrar, or other officer appointed No notice of any trust expressed, implied, or constructive, shall be entered on the register, or be receivable by the Registrar in the case of companies under the "Act" registered in England or Ireland.-(S. 30.) FEES. For amount of fees to be taken by Registrar on the registration of public companies, see Cl. 21 and 22. Although the Board of Trade has power to alter the forms contained in the first and second Schedules of the ". Act," it has none to increase the amount of these fees.-(S. 71). 363. 364. 365. PART VI. AS TO EXISTING COMPANIES. PARTS 6 and 7 of the "Act" being devoted entirely to the consideration of those Companies which were in existence at the time when the new law came into operation, (2nd November, 1862,) it has been deemed desirable to extract them under this head, and also to give a synopsis of Table B of "The Joint Stock Companies Act, 1856," which is still applicable to such companies as have been registered under the latter statute. The first of the above parts comprises sections 175 to 178, and relates to existing companies which do not register under the present" Act." It is copied here verbatim. I. AS TO EXISTING COMPANIES WHICH DO NOT DEFINITION OF JOINT STOCK COMPANIES ACTS. (175.) The expression "Joint Stock Companies Acts" as used in this Act shall mean the "Joint Stock Companies Act, 1856," "The Joint Stock Companies Acts, 1856, 1857,” “The Joint Stock Banking Companies Act, 1857," and "The Act to enable Joint Stock Banking Companies to be formed on the principle of Limited Liability," or any one or more of such Acts, as the case may require; but shall not include the Act, 8 Vic., cap. 110. APPLICATION OF ACT TO COMPANIES FORMED UNDER (176.) Subject as hereinafter mentioned, this Act, with the exception of Table A in the first Schedule, shall apply to companies 366. 367. formed and registered under the said Joint Stock Companies Acts, or any of them, in the same manner in the case of a limited company as if such company had been formed and registered under this Act as a company limited by shares, and in the case of a company other than a limited company as if such company had been formed and registered as an unlimited company under this Act, with this qualification, that wherever reference is made expressly or impliedly to the date of registration, such date shall be deemed to refer to the date at which such companies were respectively registered under the Joint Stock Companies Acts, or any of them, and the power of altering regulations by special resolution, given by this Act, shall, in the case of any company formed and registered under the said Joint Stock Companies Acts, or any of them, extend to altering any provisions in the Table marked B, annexed to the "Joint Stock Companies Act, 1856," and shall also, in the case of an unlimited company formed and registered as last aforesaid, extend to altering any regulations relating to the amount of capital or its distribution into shares, notwithstanding such regulations are contained in the Memorandum of Association. APPLICATION OF ACT TO COMPANIES REGISTERED UNDER (177.) This Act shall apply to companies registered but not formed under the said Joint Stock Companies Acts, or any of them, in the same manner as it is hereinafter declared to apply to companies registered but not formed under this Act, with this qualification, that wherever reference is made expressly or impliedly to the date of registration, such date shall be deemed to refer to the date at which such companies were respectively registered under the said Joint Stock Companies Acts, or any of them. MODE OF TRANSFERRING SHARES. (178.) Any company registered under the said Joint Stock Companies Acts, or any of them, may cause its shares to be transferred in manner hitherto in use, or in such other manner as the company may direct. 368. 369. II.-APPLICATION OF THE "ACT" TO EXISTING Part 7 of the "Act" comprising sections 179 to 198, refers to existing companies which may register under its provisions, and, like Part 6, has been extracted verbatim. REGULATIONS AS TO REGISTRATION OF EXISTING COMPANIES. (179.) The following regulations shall be observed with respect to the registration of companies under this part of this Act, (that is to say,)— (1.) No company having the liability of its members limited by Act of Parliament or Letters Patent, and not being a joint stock company, as hereinafter defined, shall register under this Act in pursuance of this part thereof; (2.) No company having the liability of its members limited by Act of Parliament or by Letters Patent, shall register under this Act in pursuance of this part thereof, as an unlimited company, or as a company limited by guarantee: (3.) No company that is not a joint stock company, as hereinafter defined, shall, in pursuance of this part of this Act, register under this Act as a company limited by shares : (4.) No company shall register under this Act, in pursuance of this part thereof, unless an assent to its so registering is given by a majority of such of its members as may be present, personally or by proxy, in cases where proxies are allowed by the regulations of the company, at some general meeting summoned for the purpose: (5.) Where a company, not having the liability of its members limited by Act of Parliament or Letters Patent, is about to register as a limited company, the majority required to assent, as aforesaid, shall consist of not less than threefourths of the members present, personally or by proxy, at such last-mentioned general meeting: |