Appendix Part I. p. 241.

Part II. p. 505.

Appendix
II. p. 589.

Appendix
III. p. 719

In each of those chapters an analysis is given of the provisions of the Companies Act, 1862, relating to the particular subject-matter, and attention is directed to the parts that require most to be considered in putting into practice the provisions of the several statutes.

The eighth chapter contains observations on the Companies Act, 1867.

These two parts are followed by three Appendices. Appendix I. is divided into two parts. Part I. contains the Companies Act, 1862; the Companies Act, 1867; and the Joint Stock Companies Arrangement Act, 1870.

Notes have been added on the construction of the various sections, and in all cases where matters of detail, not discussed in the preceding parts, seemed to require explanation.

Part II. contains the Rules and Orders of the Court of Chancery for regulating the mode of proceeding under the Companies Acts, 1862 and 1867, accompanied with schedules of fees and charges and forms of all the documents of any importance that are used in the course of the proceedings for winding

up.

Appendix II. contains a collection of precedents of memoranda and articles of association, as well as other forms used in getting up companies, for example, Letters of Allotment, and Certificates of Shares, and forms of Special Resolutions, and other forms necessary for working the Act.

Appendix III. contains the Industrial and Provident Societies Acts, the Life Assurance Companies Acts, the

Partnership Law Amendment Act, and the Sale and Purchase of Bank Shares Act.

In conclusion, I may state that I was employed in preparing the Joint Stock Companies Acts, 1856, 1857, 1858, the Joint Stock Banking Companies Act, 1857, and the consolidation of those Acts by the Companies Act, 1862, and have therefore of necessity directed my attention for some years past to the study of the law, and to the consideration of the judicial decisions, relating to Joint Stock Companies and other Public Associations.

December, 1866.

HENRY THRING.

Object of Chapter, to give History of Statutory Law-

History of Statutory Law involves knowledge of Common

Law-Definition of Partnership-Example in illustra-

tion of the proposition that participation in profits con-

stitutes a Partnership-Active and Dormant Partners—

Ostensible Partners-Unlimited Liability of Partners--

Rule of Unlimited Liability extends to Joint Stock Com-

panies-Contribution between Partners-Example in

illustration of the right of contribution between Partners

-Difference in constitution of Partnership when viewed

in relation to its own members and in relation to third

parties-Example illustrative of foregoing difference-

Application of principles to Joint Stock Companies-

Difficulties arising from application of Law of Partnership

to Joint Stock Companies-Calls incapable of being en-

forced at Law-A similar incapacity to enforce calls in

Equity-Difficulties as to Adjustment of Rights of Share-

holders among themselves-Case of Van Sandau v. Moore

-Difficulties in relations of Companies to third parties—

Legislative remedies for foregoing Difficulties-Joint Stock

Companies Act, 1844-Winding up Acts of 1848-49-

Limited Liability-Joint Stock Companies Act, 1856-

Remedies provided by Act of 1856-Liquidators—

Remarks on Compulsory and Voluntary Winding up-

Third system of Winding-up partly Compulsory, partly

Voluntary-Banking Acts of 1857-58-Act of 1862-

Exclusion of certain Companies in former Acts-Exten-

sion of Act to all Companies-No difficulty with un-

limited Companies-Difficulty with limited Companies

---Mode of extending Limited Liability to all Companies

-Company limited by Shares, and Company limited by

Guarantee-Winding up of Unregistered Companies-

Partnership Law Amendment Act ...

PAGE

1-27

CHAPTER II.

INCHOATE COMPANIES.

Prospectus-Form of Prospectus-Promoters liable for mis-

representation in Prospectus-Scrip Certificate-Success-

ful incorporation of Company-Failure of Company to

obtain incorporation-Liability for Debts incurred-Result

of Cases-Return of Deposit-Liabilities of Allottees and

Scrip-holders on incorporation of Company-Agreement

to take Shares-Subscribers of Memorandum under Act

of 1862-Agreement by application for and Allotment of

Shares-Effect of introduction of conditions in application

or reply-Allotment ultra vires-Share qualification of

Directors-Effect of change in objects of Company-

Time of conclusion of Agreement-Invalidity of Con-

tracts by inchoate Companies-Publication of Contracts

in Prospectus-Allowance to Promoters-Advantages of

Registering Parliamentary Companies under Act of 1862

CHAPTER III.

MEMBERSHIP IN A COMPANY.

PAGE

Membership in Company-Shares-Specific performance of

Contract to take Shares-Calls-Dividends-Rights of

Preference Shareholders-Transfer of Shares-Duty of

Transferor to provide a competent Transferee-Sale of

Shares on Stock Exchange-Repudiation of Shares-Mis-

representation by Individual-Misrepresentation by Com-

pany-What amounts to misrepresentation-Bar of relief

by lapse of time-Objection to Repudiation of Shares-

Contributories-Allottees and Applicants for Shares—

Married Women and Infants-Plea of misrepresentation

against liability under Acts of 1848-49-Under Act of 1862

-Shareholders who have parted with their Shares-Pur-

chase of Shares by Company-Forfeiture of Shares-Trans-

fer of Shares impeached on ground of informality-Transfer

of Shares in Insolvent Company-Indemnity of Transferor

by Transferee-Transmission of Shares on Death Bank-

ruptcy or Marriage-Trustees-General observations 51-89

CHAPTER IV.

INCIDENTS OF AN INCORPORATE COMPANY.

Object of Chapter-Name of Company-Residence of Com-
pany-Companies formed in the United Kingdom for
Foreign Undertakings-Corporation governed by voice of
Majority-Summoning Corporate Meeting-Distinction
between Acts to be done by an indefinite number, and by a
definite number-Proxies-Casting Vote-Poll-Corpora-
tion cannot go beyond the object for which it is formed
--Distinction between objects and powers of Corporation