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DIRECTORS (continued).

agents not trustees of company, 107 note (6), 110-120, and
see Addenda, p. 42.

particular agents, and not general agents, 110 (for explana-
tion of, and difficulties arising from this doctrine, see
AGENCY IN RELATION TO CORPORATE COMPANIES).

inclination of courts of law to consider directions for con-
duct of directors contained in deeds of settlement direc-
tory and not imperative, 113, 114.

courts of equity will not interfere with acts of directors in
excess of their powers if capable of being sanctioned by
the company, 114, 115.

personal liability of directors-

(a) to third parties for unauthorized acts, and on
documents such as promissory notes, not excluding
personal liability, 116.

(b) for misrepresentations, 117.

(c) to the company for making an unauthorized invest-
ment, 118.

criterion of criminal fraud rendering directors or others
criminally liable, 117, note (b).

observations on usual mode of appointing directors, and
recommendations as to appointment of, 141, 142.

rules of Table A respecting, articles 52-71, pp. 432-437.
For other forms see pp. 604, 632.

list of directors to be sent to registrar by company not
having a share capital s. 45, p. 278, s. 184, p. 394.
minutes of proceedings of, to be kept, s. 67, p. 292.

powers of, to cease on appointment of liquidators on volun-
tary winding up, s. 133 (5), p. 353.

penalties on, ss. 27, 32, 34, 42, 43, 44, 46; 30 & 31 Vict. c.
131, ss. 7, 8, 18, 19, 22, 39.

power of court in winding up to compel repayment of
monies misapplied by director, s. 165, p. 378.
construction of this section, ib. note.

prosecution of delinquent, ss. 167, 168, p. 380.

directors in a limited company may be appointed with
unlimited liability, 30 & 31 Vict. c. 131, ss. 4-8, pp.
476-479.

observations on inexpediency of this provision, 211
-214.

DIRECTORY PROVISIONS,

meaning of, 113.

DISPOSITIONS,

of property, after commencement of winding up, avoided

s. 153, p. 367.

DISPOSITIONS-(continued).

the court has jurisdiction under this section to make valid
dispositions completed before the winding up order, ib.
note.

DISSOLUTION OF COMPANY. (See WINDING UP.)
order for, made by court, s. 111, p. 337.

to be reported by official liquidator to registrar, who shall
make a minute thereof, s. 112, p. 337.

disposal of books, &c., on dissolution, s. 155, p. 368.

DIVIDENDS,

fraud in directors to pay dividends out of capital without
expressly saying so, 56.

injunction granted to restrain payment out of capital, 56
note (b).

preferential dividends payable out of profits whenever rea-
lised, 57.

provisions to the contrary of Comp. Cl. Act, 1863, 58.

"dividend" originally means fund to be divided, in secon-
dary sense portion of profits payable to each shareholder,

57.

dividends are apportionable under 4 & 5 Will. IV. c. 22,
57, note (a).

provisions of Table A respecting, 437-8. Other forms,
App. II., pp. 611, 617, 624, 634.

observations on provisions of Table A, as to dividends,
142-144.

DOCUMENTS.

(See ACCOUNTS, COPIES OF DOCUMENTS,

EVIDENCE, INSPECTION.)

admission of, in winding up, Rule 54, p. 519.
disposal of, on dissolution of company, s. 155, p. 368.

ESTOPPEL. (See SHARES.)

of company which has granted a share certificate on a
forged transfer, note to s. 31, p. 263.

EVIDENCE.

certificate of registrar conclusive evidence of incorporation of
company, ss. 18, 192, pp. 254, 397. (See CERTIFICATE 1.)
certificate evidence of title to share, s. 31, p. 263.

register evidence of any matters directed by Act to be in-
serted therein, s. 37, p. 269.

report of inspectors of Board of Trade evidence of their
opinion, s. 61, p. 290.

Index.

EVIDENCE-(continued).

of service of notices, &c., s. 62, p. 290.

minutes of proceedings of meetings and directors' evidence,
s. 67, p. 292.

order on contributory unappealed from evidence of his
liability, s. 106, p. 334.

extraordinary powers of court as to examination, ss. 115,
117, 127, pp. 338, 340, 347.

practice as to summoning and examination of witnesses
under section 115; note p. 339.

judicial notice to be taken of signatures of officers of courts
having jurisdiction in winding up, s. 125, p. 346.

special commissioners for receiving evidence, s. 126, p.

346.

mode of swearing affidavits, s. 128, p. 349.

books of company, evidence in winding up, s. 154, p. 368.

EXAMINATION

Of Affairs of Company. (See INSPECTION.)

of witnesses, powers of court as to. (See EVIDENCE.)

EXECUTION,

Court may restrain after presentation of winding up
petition, s. 85, p. 315, s. 197, p. 401.

put in force after commencement of winding up is void,
s. 163, p. 376; but this s. is controlled by s. 87, p. 317,
s. 201, p. 409.

EXECUTOR. (See DEATH.)

receipt of dividends by, does not amount to acceptance of
shares, 85.

liable in respect of shares purchased after death of testator.
86.

held liable for not disposing of shares within a reasonable
time, 86 note (b).

empowered to convey shares without registering themselves,
s. 24, p. 259.

of deceased contributory liable to contribute in discharge of
liability of testator, s. 76, p. 303, and see p. 173.

EXISTING COMPANIES, p. 390. (See COMPANIES NOT
FORMED UNDER Act of 1862.)

registration of, under Act

of 1862, after presen-

EXISTING COMPANIES-(continued).

tation of a winding up petition is a nullity, note to s. 180,
p. 392.

transfer of property on registration to company as incorpo-
rated under Act of 1862, s. 193, p. 397.

FARMING,

is a business within s. 4 of the Act of 1862, note p. 243.

FEES,

on registration of new company, s. 17, p. 251. and Schedule
I., Tables B and C, pp. 445-448.

on inspection of documents in registrar's office, s. 174 (5),
p. 384.

on registration of existing company, s. 191, p. 396, Schedule
I, Tables B and C, pp. 445 -448.

exemption of certain companies from payment of fees, s.189,
p. 396.

in winding up. (See Rules 70, 71, p. 524, and schedules of
fees, pp. 526-7).

under Act of 1867, rules of 1868, 21-22, pp. 571-5.

in county courts, 588

FILE OF PROCEEDINGS IN WINDING UP, Rule 57, p. 520.

FOREIGN COUNTRY. (See CORPORATION.)

company formed for pupose of working mines or acquiring
property in, observations on, 92-93.

judgment in, 92, and see Addenda, p. 41.

FOREIGNERS

may obtain incorporation under Act of 1862, though prin-
cipal business is to be transacted abroad, s. 6, note, p.
245, and see note, p. 306.

FORFEITURE OF SHARES. (See SHARES.)

company has no inherent right to forfeit shares, 78.
acquiescence in forfeiture will estop shareholder, 78.
forfeiture for purpose of relieving member invalid, 78.

unless forfeiture is one of the terms of a compromise bene-
ficial to the company, 78.

result of the cases in the winding up of the Agriculturist
Cattle Insurance Co., 79.

regulations of Table A, respecting, Arts. 17-22, pp. 422-

424.

power to redeem forfeited shares may be added, 136.

FORGERY. (See TRANSFER OF SHARES).

FORMING COMPANY. (See ASSOCIATION-MEMORANDUM
OF COMPANY.)

general observations on, pp. 128-150.
practical rules for, 244.

FORMS,

Under Companies Acts and Rules.

Board of Trade empowered to alter forms in schedules to
Act of 1862, s. 71, p. 296.

in forming companies, Sch. II. to Act of 1862, p. 450, which
contains forms of memoranda and articles of association:
see also infra.

form E, required by second part of Act, p. 467, and see
s. 26.

form of licence by Board of Trade to charitable and like
companies to hold lands as required by s. 21, p. 468.
forms in winding up companies, see App. I., pt. 2, schedule
3 to rules of 1862, pp. 528-568, and schedule to rules of
1868, pp. 576-585.

Collection of Precedents in App. II.

forms relating to constitution and incorporation of com-
panies, including forms of application for and allotment
of shares, and of memoranda and articles of association,
&c., pp. 589-702.

forms relating to the management and administration of
companies, pp. 709-711.

forms in registering existing companies, pp. 715-718.
form of trust deed for securing debentures, p. 703.
form of winding up petition, p. 712.

FRAUD. (See BREACH OF TRUST-MISREPRESENTATION.)

FRAUDULENT PREFERENCE.

s. 164, p. 377, circumstances amounting to, ib., note.

GENERAL MEETINGS. (See MEETINGS.)

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