AGENCY, &c.—(continued).

its memorandum, or in other words the purpose of its in-
corporation, note, p. 282.
omission in Companies

Act 1862, of section relating to
contracts by agents, 123, 124. Restored, 30 & 31 Vict.
c. 131, s. 37, p. 495.

See ACQUIESCENCE, AGENTS, CONTRACT.

AGENTS. (See AGENCY.)

receiving portion of profits by way of salary, whether part-
ners as to third persons, at common law, 3 note (a); not
partners by statute, in cases within the Partnership Law
Amendment Act, 26 (see Act in App. III. p. 720).
general and particular, difference between, 110.

of company, execution by, of deeds abroad, s. 55, p. 284.
contracts by. (See CONTRACTS.)

fraud by agents of company deemed fraud of company, 65.
(See MISREPRESENTATION.)

AGREEMENT, TO TAKE SHARES. (See ALLOTTEE.)

what is and what is not, 37-46.

by persons signing subscribers' agreement, 37.

by subscribers of memorandum of association under Act of
1862, 38, s. 23, p. 258.

unconditional application for, and unconditional allotment
of shares, makes a complete agreement, 39.

effect of introduction of condition in application or reply,

41.

agreement complete, though accompanied by collateral con-
tract, 42.

allotment in pursuance of ultra vires agreement is invalid,
43.

agreement to place shares is not an agreement to take

shares, 43.

agreement to take shares from the company is not neces
sarily to be inferred from the mere fact of a man's be
coming a director, for which a share qualification is
required, 43.

effect of change in objects of company on an agreement to
take shares, 44.

contract by member of company to take shares in another
company on amalgamation, 45.

agreement is concluded by posting letter declaring accept-
ance of offer, 45.

AGREEMENT-(continued).

parol agreement respecting shares binding, 52.
specific performance of, may be enforced, or damages m
be recovered for non-performance, 53.

ALLOTMENT. (See AGREEMENT TO TAKE SHARES, CONTRACT-
of shares, what it means, 30.

ALLOTTEE. (See AGREEMENT TO TAKE SHARES, CONTRACT
CONTRIBUTORY.)

of shares in an abortive company, not a contributory, 31.
of shares in an incorporated company under binding agre
ment, may be registered, 36.

notwithstanding that he has sold his scrip, 36.

can only relieve himself by getting scripholder to registe
or by registering himself and transferring shares, 36.
cannot compel purchaser of scrip to take the shares off hi

hands, 37.

notice of allotment is requisite to bind an applicant, 40.
notice to agent, 40 note (c).

applicant may withdraw before notice of allotment, 41
note (c).

may disclaim allotment if not made within a reasonable
time, 40, note (c).

ALTERATION,

of memorandum of association, s. 12, p. 249, 30 & 31 Vict
c. 131, ss. 9-20, (power to reduce capital and shares
explanation, 214-217; 30 & 31 Vict. c. 131, ss. 21, 22.
(subdivision of shares), explanation, 217.

of memorandum not authorized by the Act is illegal, note to
s. 12, p. 250.

of name of company, s. 13, p. 250.

issue of certificate of incorporation is necessary to complete,
note to s. 13, p. 251.

of articles of association, s. 50, p. 280.

effect of power of alteration in precluding interference of
courts of equity, note to s. 51, p. 282.

of forms in schedule to Companies Act, 1862, s. 71, p. 296.

AMALGAMATION. (See AGREEMENT TO TAKE SHARES.)

the word has no legal or defined meaning, 108.

difficulty under the general law of carrying out arrange-

ments for amalgamation since a member of one company
cannot be compelled to become a shareholder in another,

AMALGAMATION-(continued).

mode of effecting under the Act of 1862, 188-191, ss. 161,
162, pp. 373-376.

three courses open under s. 161 to dissentient shareholder,

note to s. 161, p. 375.

an arrangement imposing a fresh liability on members of
the transferor company is invalid, ib.

s. 161 applies in a winding up under supervision, ib.
as to amalgamation of Life Assurance companies, see Life
Assurance Companies Act, 1870, ss. 14, 15, in App. III.
form for amalgamating two companies, 616.

ANNUITY. (See LIFE ASSURANCE COMPANIES.)

APPEAL. (See WINDING UP.)

from winding up order, only creditors and contributories
have a right to be heard on, note to s. 86, p. 316.
from orders by court in winding up, s. 124, p. 344.

this section does not apply to appeals from orders made
on the original winding up petition, ib. note, p. 345.
extension of time for appealing, ib.

from Stannaries Court, ib.

from arrangement made by company in voluntary winding
up, s. 137, p. 357.

power for liquidators or contributories in voluntary winding
up, to apply to court, s. 138, p. 358.

exercise of jurisdiction under this section, ib. note.

APPEARANCE,

of parties in winding up, Rules 60–62, pp. 521, 522.

APPLICATION,

to court by liquidators in voluntary winding up. (See
APPEAL.)

ARBITRATION,

application of Railway Companies Arbitration Act, 1859, to
company under Act of 1862, ss. 72-3, p. 297.

ARRANGEMENT. (See COMPROMISE.)

arrangement made by company being wound up voluntarily,
binding on company if sanctioned by an extraordinary
resolution; on creditors if sanctioned by three-fourths in
number and value of creditors, s. 136, p. 356.
power for creditor or contributory to appeal to court from
such an arrangement within three weeks, s. 137, p. 357.

ARTICLES. (See ASSOCIATION, ARTICLES OF.)

ASSETS OF COMPANY. (See ADMINISTRATION OF ASSETS
WINDING-UP.)

ASSIGNEE

of company may sue in his own name, s. 157, p. 369.

of debenture defective in title as being ultra vires th
company, 113, note (a).

of bankrupt shareholder not personally liable in respect
shares unless he accepts them, 86.

represents the bankrupt in the winding up, s. 77, p. 30
(See BANKRUPTCY).

ASSOCIATION. (See PARTNERSHIP, CHARITABLE ASSOCIA

TION.)

ASSOCIATION, MEMORANDUM OF,

Of company limited by shares—

requisites of memorandum of company limited by shares.
s. 8, p. 246.

form of memorandum of company limited by shares, Sch
II., Form A, p. 450.

advice as to framing memorandum, 131-3.

subscribers of become members of company, 523, p. 258.

Of company limited by guarantee—

requisites of memorandum of company limited by guaran
tee, s. 9, p. 247.

form of memorandum of company limited by guarantee.
and not having a share capital, Sch. II., Form B., 452.
form of memorandum of a company limited by guarantee.
and having a share capital, Sch. II., Form C., 462.

Of unlimited company—

requisites of, s. 10, p. 248.
form of, Sch. II., Form D, 465.

General attributes-

first step in formation of company, s. 6, p. 245.
contains conditions of company's existence, 133.
mode of limiting liability by, s. 7, 246.
stamp, signature, and effect of, s. 11, 249.

ASSOCIATION-(continued).

power to alter in certain cases, s. 12, p. 249, and 30 & 31
Vict. c. 131, s. 8, ss. 9-20, and ss. 21, 22, see pp.
211-218. (See ALTERATION.)

power to change name in, s. 13, p. 250.
registration, fees payable on, s. 17, p. 254.
effect of registration of, s. 18, p. 254.
copies of, to be given to members, s. 19, p. 255.
shares taken by subscribers to, 38.

must be paid for either in money or money's worth, ib.
[For a variety of precedents of memorandum of association, see
summary of contents and App. II.]

ASSOCIATION, ARTICLES OF,

contain regulations for internal organization of company,
s. 14, p. 251.

must be filed on registration of any company, except a com-
pany limited by shares, ib.

must be printed, s. 16, p. 253.

in case of company limited by shares, want of may be sup-
plied by regulations of Table A, s. 15, p. 252.

of company limited by guarantee or unlimited, and having a

share capital, must state amount of capital, s. 14, p. 251.
of company limited by guarantee or unlimited, and not
having a share capital, must state number of members,
8. 14, ib.

stamp, signature, and effect of, s. 16, p. 253.
registration of, s. 17, p. 254.

copies of, to be given to member, s. 19, p. 255.

Table A, or other articles of association, may be altered by
special resolution, s. 50, p. 280.

effect of power to alter, on doctrine of interference by Court
of Equity, note to s. 15, p. 253.

advice as to framing articles of association, 133–145.
[For a variety of precedents of articles of association, see sum-
mary of contents and App. II.]

ASSURANCE. (See INSURANCE COMPANY, LIFE ASSURANCE
COMPANY.)

ATTACHMENT

put in force after commencement of winding-up is void, s.
163, p. 376.

this section is controlled by s. 87, ib. note.

ATTENDANCE OF PARTIES IN WINDING UP. (See APPEAR-

ANCE.)