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mencement of the company up to the date of the
3. The amount of calls made on each share.
4. The total amount of calls received.
5. The total amount of calls unpaid.
6. The total amount of shares forfeited.
7. The names, addresses, and occupations of the persons who have ceased to be members since the last list was made, and the number of shares held by each of them.
The above list and summary must be contained in a separate part of the register and be completed within seven days after the above-mentioned fourteenth day, and a copy be forthwith forwarded to the registrar of joint stock companies.
Any omission to conform with the regulations of s. 27. the Act respecting the list and summary is visited on the company with a penalty of 51. a day, and in addition to the corporate penalty every director or manager of the company who knowingly and wilfully authorises or permits such omission, incurs a like penalty.
It will be observed that the above regulations apply only to companies having a capital divided into shares. To send a list of its members would lead to great expense, in the case of a mutual company, having perhaps some thousand or two thousand subscribers. Such a company does not, however, escape altogether, as it is required by section 45, to keep at its office a register containing the names and addresses of its directors, to send a copy to the registrar, and notify
of register. S. 82,
Rectification of register. S. 35.
to him every change that takes place in the board of directors.
Any omission in the register is likely to challenge attention, as the Act requires that it shall be open to the inspection of each member for at least two hours each day, gratis, and to the inspection of any creditor or other person on payment of a maximum sum of one shilling. Copies of the register must be supplied at the rate of sixpence for every hundred words, thus placing it in the power of any person whatever to obtain the most accurate information as to the constitution of the company.
The correctness of the register of members is so essential to the well-being of a company that the Act provides a summary mode of rectification.
By the 35th section, if the name of any person is, without sufficient cause, entered in or omitted from the register of members, or if default is made, or unnecessary delay takes place in entering on the register the fact of any person having ceased to be a member, the person or member aggrieved, or any other member, or the company itself, may, by motion in one of Her Majesty's superior courts, or by application to a judge sitting in chambers, apply for an order that the register may be rectified.
Full power is given to the court to make any order required, and to award costs, and if necessary damages, to the party aggrieved.
To preclude the court declining to exercise its jurisdiction without a more formal proceeding than an application by motion or in chambers, it is
provided that the court may, in any proceeding under the section, decide all questions that may arise between any persons whatever, the decision of which is necessary to the rectification of the register (a).
Moreover, if the application be made to a court of common law, it may direct an issue to be tried, in which any question of law may be raised; and a writ of error or appeal lies from the decision of the court.
The register is prima facie evidence of any matters Register to lirected to be inserted therein by the Act; in other s. 37. words, every person registered as a member will be presumed to be so without further proof, and the burden lies on him of showing that he is not a member, by proving either that he never legally became one, or that he has legally ceased to be one.
This part concludes with the definition of the Liability of liability of members, which may be shortly stated as S. 38. follows:
Every member is liable during the time of his membership, and for a year after in respect of engagements contracted before the time that he ceased to be a member, but not in respect of subsequent engagements.
In a company limited by shares, his liability ceases when he has paid up all calls on his shares. In a company limited by guarantee, the extent of his liability is measured by the amount of the guarantee, with the addition, if the company be a company
(a) See note to the section.
Ss. 90, 134.
having a capital divided into shares, of an obligation to pay up the calls on his shares.
A member of an unlimited company may in an extreme case be compelled to contribute his whole fortune to liquidate the debts of the company. His only safeguard is, that he cannot, as formerly, be singled out from the body of members, and be alone exposed to the persecution of the creditors. Under the Act of 1862, the calls must be made equally on all the shareholders, and all must to the extent of their means contribute rateably to the assets of the company.
Important concessions are made in favour of members who have ceased to have their names on the register, though the year of their continuing liability has not expired, as it is enacted by sub-section (2) of s. 38, that no past member shall be liable to contribute in respect of any debt or liability of the company contracted after the time at which he ceased to be a member; and by sub-section (3), that no past member shall be liable to contribute to the assets of the company, unless it appears to the Court that the existing members are unable to satisfy the contributions required to be made by them in pursuance of the Act (a).
Practically then a member, when he has once legally rid himself of his shares, or of his interest in a company, may deem himself tolerably safe from a liability to
(a) For the construction that has been put on the provisions of s. 38 relating to past members, see note to that section.
contribution; the danger is, that in his haste to escape from being involved in the crash of a falling company, he may have failed to make such a transfer of his interest as will satisfy the requirements of the law (a).
The list of present members liable to contribute is known in practice as the A. list; the list of past members liable to contribute as the B. list.
(a) See above, Part I., Chapter III., p. 75, s. 99.