- Law relating to Companies differs from law relating to

Partnerships-No notice of Deed of Partnership-Notice

of Instrument of Incorporation of Company-Acts in

excess of powers of Company, void-Power of Company

to borrow Money-Borrowing by Directors-Amalgama-

tion—Bye-laws-Distinction between excess of powers by

Company and by Directors-Directors are agents of the

Company-General and particular Agents-Examples-

Application of Agency Law to Companies-Directors

particular Agents-Directory Provisions-Refusal of

Courts of Equity to interfere in matters of Internal Regu-

lation-Personal liability of Directors-Whether Trustees

-Necessity of seal to contracts of Company-Exceptions

to rule that contracts must be under Seal-Acquiescence

-General result of authorities-Mandamus

PAGE

90-127

PART II.

CHAPTER I.

FORMATION OF COMPANIES.

Object of Part I. [of Act of 1862-What description of

limited company to be preferred-Mode of forming a

Company limited by Shares-Memorandum of Associa-

tion -Articles of Association-Observations on Memoran-

dum of Association-Name-Office-Objects-Capital-

Shares-Articles of Association-Observations on consti-

tution of Company-Shares-Calls-Transfer of Shares—

Transmission of Shares-Forfeiture of Shares-Conver-

sion of Shares into Stock-Increase of Capital-General

Meetings Proceedings at General Meetings-Poll-Votes

of Members-Proxies-Articles of Table A likely to

require Alteration-Time of holding General Meetings-

Extraordinary General Meetings-Quorum at General

Meetings-Votes at General Meetings---Proxies-Gene-

ral observations on-Government of Company-Dividends

-Accounts-Mode of adopting Table A-Mode of form-

ing Joint Stock Company limited by Guarantee-Amount

of Guarantee-Mode of forming unlimited Companies—

Registration of Company-Prohibition of Identity of

Name-Prohibition of the holding of land by Religious

and Charitable Societies

PAGE

128-150

CHAPTER II.

DISTRIBUTION OF CAPITAL AND LIABILITY OF MEMBERS OF

COMPANIES UNDER THE ACT.

Membership in a Company-Importance of Register of

Members-Inspection of Register-Rectification of Re-

gister-Register to be evidence-Liability of Mem-

bers

151-157

CHAPTER III.

MANAGEMENT AND ADMINISTRATION OF COMPANIES AND

ASSOCIATIONS UNDER THE ACT.

Object of Part II. of Act-Provisions for benefit of Cre-
ditors-Registered Office of Company-Publication of
Name by limited Company--Penalty on non-publication
of Name-Register of Mortgages-Statement of Assets
and Liabilities by certain Companies-Promissory Notes
and Bills of Exchange-Prohibition against carrying on
business with less than seven members-Provisions for

benefit of Shareholder-Application for inspection to be

supported by evidence-Committees of Investigation-

Alteration of powers of Company by special resolution—

Definition of Special Resolution-Provision where no

regulations as to Meetings-Registry of Special Resolu-

tion-Service of Notices on Company-Authentication of

Notices Recovery of Penalties-Costs in case of Suits

by limited Companies-Alteration of Forms-Arbitra-

tion

PAGE

158-171

CHAPTER IV.

WINDING UP OF COMPANIES AND ASSOCIATIONS.

Object of Part IV.-Meaning of "Contributory"-Nature
of Liability of Contributory-Proof of Calls in Bank-
ruptcy-Representatives of Contributories-Liability of
real Estate Three kinds of Winding up-Distinction be-
tween compulsory and voluntary Winding up-Choice of
Mode of Winding up-Wishes of Creditors and Contri-
butories to be consulted-Voluntary winding up pos-
sesses advantages of compulsory winding up-Winding up
by Court-Circumstances under which Company may be
wound up by the Court-Jurisdiction in Winding up-
Presentation of Petition-Form of Petition-Proceedings
in Winding up Suits and Actions put a stop to-Ap-
pointment of official Liquidators-Power of official Liqui-
dators-Appointment of Solicitor-Salary of Liquidators
-Proceedings of Liquidators-List of Contributories-
Powers of Court-Adjustment of Rights of Contribu-
tories Court to order Costs-Dissolution of Company-
Voluntary Winding up-Liquidators in voluntary Wind-
ing up-Winding up subject to supervision of Court-
Mode of effecting Amalgamation of Companies-Proof of

PAGE

Debts in Winding up-Power as to payment of Debts-

Power to compromise with Contributories-Power of Court

to assess damages against delinquent Directors ... 172-194

CHAPTER V.

REGISTRATION OFFICE.

Constitution of Registration Office-Inspection of documents

at Registrar's Office...

195-196

CHAPTER VI.

APPLICATION OF ACT TO EXISTING COMPANIES.

Application of Acts to existing Companies-Transfer of

Shares-Companies authorised to register under the Act

-Mode of Registration-Requisitions for registration by

existing Company not being a Joint Stock Company-

On registration of Banking Company with limited liability

notice to be given to customers-Duties imposed by

Registration-General result
197-204

CHAPTER VII.

WINDING UP OF UNREGISTERED COMPANIES.

Explanation of Part VIII. of Act-Application of Part

VIII. Jurisdiction in winding up under Part VIII.—

Circumstances under which Company may be wound up

under Part VIII.-Who to be deemed a contributory in

the event of company being wound up-Property may in

certain cases be vested in official liquidator-Explanation

of section 203-Power of Court to restrain Proceedings

Effect of order for winding up Company

PAGE

... 205-209

CHAPTER VIII.

OBSERVATIONS ON THE COMPANIES ACT, 1867.

Act result of panic-Objects of Act-Unlimited liability of
directors-Unadvisibility of this provision-Reduction of
capital and sub-division of shares-Associations not for
profit-Calls upon shares-Transfer of shares-Share
warrants to bearer-Contracts-Publication of contracts
in prospectus-Meetings-Petition in winding up

210-223

APPENDIX I.

PART I.

THE COMPANIES ACTS.

The Companies Act, 1862 with notes

241-417

First schedule to Act of 1862-(Table A) containing regu-
lations for management of Company limited by shares

418-443

(Tables B & C)-Table of Fees to be paid to the Re-

gistrar of Joint Stock Companies

...

445-448

(Form D)-Form of Statement referred to in Part

III. of the Act

...

449

450-468

Third Schedule-Part I.-List of Acts repealed... 469-472