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The plain figures refer to the pages of the work.

The sections referred to are those of the Companies Act 1862, unless
otherwise specified.

The rules referred to are the Rules of Court of November, 1862,
unless otherwise specified.


warrant of Board of Trade for, 403.

a winding up petition cannot be presented without
such warrant, ib.


treated as incomplete partnerships, 7, 31--33.

consequently neither subscribers nor promoters liable as
partners, 31-33; although promoters may have pur-
chased property, 33, note (a).

managing committee not liable as a body, but only in respect
of the particular engagements contracted by each, 33.
managing committee not empowered to pledge credit of
subscribers for expenses; subscriber therefore may re-
cover his deposit without deduction, 34.

suggestion to make provision for expenses in subscriber's
agreement, or in letter of application and allotment, 34.

[blocks in formation]

of company, inspection of, s. 58, p. 288; s. 156, p. 369.
books of, to be evidence in winding up, s. 154, p. 368.
disposal of books of, on termination of winding up, s. 155,
p. 368.

penalty on falsification of books, s. 166, p. 379.

regulations of Table A. respecting, arts. 78-82, pp. 438,


statement of, by limited banking companies, insurance com-
panies, and deposit provident or benefit societies, to be
made half yearly, s. 44, p. 278.

observations on provisions as to accounts, pp. 144-145.


by shareholder in forfeiture of his shares, 78.

by company in arrangement relieving members of shares, 79.
in informal contract, impossibility of company technically
acquiescing in its corporate capacity, 124.

company, however, will be bound, if contract has been
executed, and company has accepted the benefit to be
derived from its execution, 124.

the dealings of the company may also justify the court in
imputing a knowledge of a transaction to every share-
holder, and inferring as against the company a compliance
with all requisite formalities, 125–126.

hardship may be so great that equity will not assist company
in repudiating contract, 124.

classification of cases respecting repudiation of contracts by
corporate bodies, 124, note (c). (See MISREPRESENTA-


none at common law by partner in respect of partnership
matters, 11.

hence calls incapable of being enforced by action in an un-
incorporate company, 12.

security for costs in actions brought by limited companies,
s. 69, p. 295. (See SECURITY.)

against member for calls or money due in character of
member, declaration in, s. 70, p. 295. (See CALL.)

power of court to stay actions against company after pre-
sentation of winding up petition, s. 85, p. 315.

actions against company absolutely stayed after order for
winding up, s. 87, p. 317.

but the court may give leave to proceed, ib.

by assignee in his own name for anything in action belong-
ing to company, s. 157, p. 369.

executions, &c., put in force after commencement of winding-
up are void, s. 163, p. 376; but this section is controlled
by s. 87; ib., note p. 377.

lessor not deprived by this section of his right to distrain for
rent, ib., note p. 377.

continuation of actions and suits existing at registration of
company not formed under Act, s. 196, p. 398.

actions against contributories of company registered under
Part VII. of Act, stayed by winding up order, unless
specially allowed by court, s. 198, p. 401.

actions against unregistered company or members thereof
stayed, ss. 201, 202, pp. 409, 410.


necessity for legislation on Joint Stock Companies, arising
from doctrines of courts of law and equity in relation to
partnership, 1-14.

history of legislation on Joint Stock Companies, previously
to 1856, 14-16.

account of Joint Stock Companies Act of 1856, 16; and
consequent legislation prior to 1862, 17-21.

general account of the Companies Act 1862, 21-25.
explanation of Companies Act 1862, in Part II. of Intro-

a. Part 1. "Formation of Companies," 128-150.

b. Part 2. "Capital and Liability of Members," 151-157.
c. Part 3. "Management and Administration of Com-
panies, 158-171.


d. Part 4. Winding up of Companies," 172-194.

e. Part 5."Registration Office," 195-196.

f. Parts 6 and 7. “ Application of Act to existing Com-
panies," 197-204.

g. Parts 8 and 9." Winding up of unregistered Companies"
and "Repeal of Acts," 205-209.

observations on the Companies Act 1867, 210--223.
The Companies Act 1862, with notes, 241-417.
schedules to the Companies Act 1862, 418-474.
Companies Seals Act, note to s. 55, 285.

The Companies Act 1867, with notes, 475-502.
Joint Stock Companies Arrangement Act 1870, 503-504.
Partnership Law Amendment Act (28 & 29 Vict. c. 86.)
a. explanation of, 3, note (a), 25-27.

b. Act, App. III., pp. 720-721

The Industrial and Provident Societies Acts, with notes,
pp. 721-742.

Sale and purchase of Bank Shares Act, p. 742.
Life Assurance Companies Acts, p. 743.

Banking Acts, see "BANKING ACTS."


the assets are to be distributed pari passu amongst the
creditors of the company, and subject thereto to be
divided amongst the contributories, s. 98, p. 326, s. 109,
p. 336, s. 133, p. 352.

a creditor who delays to prove cannot disturb previous
dividends, note to s. 98, p. 327.

servants are not entitled to priority of payment of wages,



in winding up, Rule 54, p. 519.



of winding-up petition, Rule 2, p. 505; and see Rule 53
of order, rules 6, 7, p. 507.

AFFIDAVITS. (See WINDING UP.) s. 128, p. 349.

p. 520.

Rule 55,


incident of complete as distinguished from conditional part-
nership, that one partner is agent for the others in all
matters within the scope of the partnership business, 7.
hence arises the so-called unlimited liability of partners, 7.
Joint Stock Companies at common law considered as part-
nerships, 5, note (a).

hence unlimited liability of members of unincorporate com-
panies, 8.


directors agents and not trustees for company, 107, note (b),
119, and see Addenda p. xlii.

their agency is particular, that is, controlled by the regula-
tions of the company; not general, and derived from their
position as directors, as the authority of a partner is
derived from his being a member of partnership, 110,


difficulties arising from this doctrine in the case of contracts
by companies, as it throws on third parties responsibility
of seeing to power of company, 112.

if power exist in company, directions as to mode of executing
it generally held to be directory, 113.

company may ratify acts within the power of the company,
though beyond the power of agents, 114, 115.

the power of altering the regulations of the company by
special resolution (s. 50, p. 280), enables a company to
ratify the acts of its agents in all cases where such acts
are not inconsistent with the objects of its incorpor-

hence it would seem that a shareholder in a company under
the Act of 1862 has no remedy in a court of equity, unless
the company has by its agents violated the conditions of

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