The effect of registration is to place the company, s. 196. as respects the future, in the same position as if it had originally been formed under the Act, with the following exceptions :— (1.) That Table A does not apply unless adopted (2.) That the provisions of the Act relating to the (4.) That a company regulated by letters patent As respects the past, the Act preserves unimpaired the obligations of all persons liable to contribute to the debts and liabilities of the company contracted prior to registration, but protects them from being sued as individual shareholders, or otherwise laid under contribution, except through the medium of the statutory process of winding up. As respects the future, the liabilities of the members will be determined by the Act of 1862. registration The duties which registration imposes on the com- Duties in pany are not onerous. They consist in keeping a posed by register of members and mortgages, in making certain returns to the registrar of the state of the company, in having a registered office for business, and in holding a general meeting once at least in every year (a). (a) Ss. 25, 26, 39, 40, 43, 45, 49. General result. The results of this chapter may be summed up as follows: Registration in the case of a company established by Act of Parliament or letters patent will seldom be resorted to, except for the purpose of dissolving altogether, or of amalgamating through the medium of a dissolution. To every other company registration is an unmixed advantage, and should never be omitted, as it affords the members complete immunity from the legal difficulties which beset unincorporated associations, and gives the company in its external relations the advantages conferred by corporate unity in place of the individual liability of ordinary partnerships. CHAPTER VII. WINDING-UP OF UNREGISTERED COMPANIES. THE eighth part of the Act has little in common with Explanation of part eight the preceding divisions; it is, in fact, a general wind- of Act. ing-up Act, and was introduced into the Act in order to avoid the repetition in a separate statute of such provisions in the Act as were deemed applicable to the winding-up of companies and partnerships other than those registered under it. In order, therefore, to explain this part of the Act, it will be necessary only to point out the differences between its provisions and those contained in part four. of part eight of the Act. S. 199. The associations capable of being wound up under Application this part are every partnership, association, or company (except railway companies incorporated by Act of Parliament) (a) consisting of more than seven members, and not registered under the Act; in short, every society, whatever be its object, mercantile or charitable, except railway companies, comes within this part of the Act, unless it chooses to register itself under the Act. (a) Railway companies were excepted on the ground of the peculiar nature of the property held by them, but can now be wound up under this part, 30 & 31 Vict. c. 127; 32 & 33 Vict. c. 114. See summary of the legislation as to winding up railway companies in introductory note to this part. Jurisdiction in winding up under part eight. S. 199. Circum stances Winding up under this part of the Act must be compulsory, and neither voluntary nor under the supervision of the court. Part four gives jurisdiction to the English, Scotch, or Irish courts, according to the place in which the registered office of the company is situated. An unregistered company has no registered office; it is therefore enacted that such a company shall, for the purpose of determining the court having jurisdiction in the matter of the winding-up, be deemed to be registered in that part of the United Kingdom where its principal place of business is situate; or, if it has a principal place of business situate in more than one part of the United Kingdom, then in each part of the United Kingdom where it has a principal place of business; moreover, the principal place of business of an unregistered company, or (where it has a principal place of business situate in more than one part of the United Kingdom) such one of its principal places of business as is situate in that part of the United Kingdom in which proceedings are being instituted, shall for all the purposes of the winding-up of such company be deemed to be the registered office of the company. Again, several of the circumstances under which under which part four authorizes a company to be wound up are inapplicable to an unregistered company. company may be wound up Part eight, therefore, provides that the circumstances under which an unregistered company may be wound up are as follows: (that is to say,) (a.) Whenever the company is dissolved, or has ceased to carry on business, or is carrying on (b.) Whenever the company is unable to pay its (c.) Whenever the court is of opinion that it is just and equitable that the company should be wound up. As this part of the Act applies to unincorporate as well as to corporate companies, the inability of a company to pay its debts requires a more extended definition, which will be found in sub-section (4) of s. 199. deemed a tory in the company up. The persons liable as contributories in companies Who to be under the Act are ascertained by reference to the contribu provisions of that Act. Similarly, in the case of unre- event of gistered companies and partnerships, recourse must being wound necessarily be had to the regulations of the particular company or partnership, for the determination in each case of the persons liable to be made contributories. Full power to deal with every case according to its special circumstances is given by section 200, which declares that, in the event of an unregistered company being wound up, every person shall be deemed to be a contributory who is liable to pay or contribute to the payment of any debt or liability of the company, or to pay or contribute to the payment of any sum for the adjustment of the rights of the members amongst themselves, or to pay or contribute to the payment of the costs of winding up the company, and that every such contributory shall be liable to contribute to the assets of the company in the course of the winding up |