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Object of chapter.

Name of company.



THIS chapter proposes to treat of the legal incidents of an incorporate company under the following heads :

1. Name of company.

2. Residence of company.

3. General meetings.

4. Powers of company.

5. Directors.

6. Form of contracts.

1. Name of Company.

First, with respect to the name.

Every incorporated company or trading corporation must have a name, by which it may sue and be sued, enter into contracts, make and receive grants, and perform all legal acts. Such a name is the "very being of its constitution, the knot of its combination" (a), and maintains the identity of the body though the members may be perpetually changing.

No alteration can be made in its name by the cor

(a) Bac. Abr. tit. "Corporation."

porate body itself, except under the provisions of an Act of Parliament, as the effect of such an alteration would be to throw the title to shares into confusion, and to put difficulties in the way of creditors recovering their debts (a).

2. Residence of Company.


A company resides in the place where its principal Residence of place of business is situate, and though consisting of foreign members, is subject to the law of the country by which it is created (b).

It may possess property in foreign countries, but it has no legal existence in such countries, unless it is recognised by the proper authorities, and when so recognised, it holds its property in subjection to the law of the country where the property lies, and not to the law of the country where the company resides.

formed in

Kingdom for

This point is of great importance in forming com- Companie panies in the United Kingdom for working mines, United making railways, or carrying into effect any similar foreign unoperation in foreign countries.

For example, if a company be established for making a railway in Brazil, it is competent for the Brazilian courts to apply Brazilian law, and not English law, to determine the liability of the company in

(a) Sheffield, &c., Banking Co., 11 Jur. 1015. A power to change name is given by the Companies Act 1862, section 13; see also s. 20 and note as to identity of name, or resemblance of name calculated to deceive.

(b) R. v. Arnaud, 9 Q. B. 806,


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g any public right;

respect of any contract entered into by them in that country (a).

If, therefore, it should happen that the Brazilian law does not recognise the limited liability of shareholders in a company, it might treat the company as an ordinary partnership, and declare the shareholders individually liable on the contract.

Such a declaration would be of little practical importance if the courts in this country refuse to recognise the validity of a foreign judgment, as it rarely happens that the English shareholder has any property abroad to satisfy the judgment. The better opinion, however, seems to be, that the judgment of a foreign court is, in the absence of fraud, conclusive evidence of a debt due from the person against whom the judgment is given (b).

Assuming this to be the case, the property of the English shareholder may readily be reached by the foreign creditor without the English shareholder having any opportunity of pleading the limited liability of the company to which he belongs.

In the supposed case, then, of a company formed for the purpose of making a railway in Brazil, a charter or other similar instrument should be obtained from the Brazilian Government, confirming the corporate character of the company.

(a) Story's Conflict of Laws, 320a.

(b) Cammell v. Sewell, 3 H. & N. 617, 4 Jur. N. S. 978; 6 Jur. N. S. 918; Godard v. Gray, L. R., 6 Q. B. 139; but see Simp. son v. Fogo, 6 Jur. N. S. 949; Castrique v. Imrie, L. R., 4 H. L.

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