Form of balance sheet.

FORM E.

FORM F.

FORM G.

FORM H.

FORM I.

3. Seven or more persons, associated for any lawful purpose, may, by subscribing their names to a memorandum of association, and otherwise complying with the requisitions of this Act in respect of registration, form themselves into an incorporated company, with or without limited liability.

4. Not more than twenty persons shall, after the 3rd of November 1856, carry on in partnership any trade or business having gain for its object, unless they are registered as a company under this Act, or are authorized so to carry on business by some private Act of Parliament or by royal charter or letters patent, or are engaged in working mines within and subject to the jurisdiction of the Stannaries; and if any persons carry on business in partnership contrary to this provision, every person so acting shall be severally liable for the payment of the whole debts of the partnership, and may be sued for the same without the joinder in the action or suit of any other members of the partnership.

5. The memorandum of association shall contain the following things; (that is to say,)

1. The name of the proposed company; 2. The part of the United Kingdom, whether England, Scotland, or Ireland, in which the registered office of the company is to be established;

3. The objects for which the proposed company is to be established;

4.

The liability of the shareholders, whether it is to be limited or unlimited;

5. The amount of the nominal capital of the proposed company;

6. The number of shares into which such capital is to be divided, and the amount of each share; subject to the following restriction: That in case of a company formed with limited liability, and hereinafter called a limited company, the word "limited" shall be the last word in the name of the company.

6. No company shall be registered under a name identical with that by which a subsisting company is already registered, or so nearly resembling the same as to be calculated to deceive; and if any company, through inadvertence or otherwise, is registered by a name identical with that by which a subsisting company is registered, or so nearly resembling the same as to be calculated to deceive, such first-mentioned company may with the sanction of the Registrar, change its name, and upon such change being made the Registrar shall enter the new name on the register in the place of the former name, but no such alteration of name shall affect any rights or obligations of the company, or render defective any legal proceedings instituted or to be instituted by or against the company, and any legal proceedings may be continued or commenced against the company by its new name that might have been continued or commenced against the company by its former name.

7. The memorandum of association shall be in the Form marked A. in the Schedule hereto, or as near thereto as circumstances admit, and it shall, when registered, bind the company and the shareholders therein to the same extent as if each shareholder had subscribed his name and affixed his seal thereto or otherwise duly executed the same, and there were in such memorandum contained, on the part of himself, his heirs, executors, and administrators, a covenant to conform to all the regulations of such memorandum, subject to the provisions of this Act.

8. Every subscriber of the memorandum of

association shall take one share at least in the company: The number of shares taken by each subscriber shall be set opposite his name in such memorandum of association, and upon the incorporation of the company he shall be entered in the register of shareholders hereinafter mentioned as a shareholder to the extent of the shares he has taken.

9. The memorandum of association may be accompanied by or have annexed thereto or indorsed thereon articles of association, signed by the subscribers to the memorandum of association, and prescribing regulations for the company; but if no such regulations are prescribed, or so far as the same do not extend to modify the regulations contained in the Table marked B. in the Schedule hereto, such last-mentioned regulations shall, so far as the same are applicable, be deemed to be the regulations of the company, and shall bind the company and the shareholders therein to the same extent as if they had been inserted in articles of association, and such articles had been registered.

10. The articles of association shall be in the Form marked C. in the Schedule hereto, or as near thereto as circumstances admit: They shall, when registered, bind the company and the shareholders therein to the same extent as if each shareholder had subscribed his name and affixed his seal thereto or otherwise duly executed the same, and there were in such articles contained, on the part of himself, his heirs, executors, and administrators, a covenant to conform to all the regulations of such articles, subject to the provisions of this Act..

11. The memorandum of association and the articles of association shall respectively bear the same stamps as if they were deeds: Any person signing a printed copy of the memorandum of association or articles of association shall be deemed to have signed such memorandum and articles respectively, and where the proper stamp has been duly fixed on such memorandum of association or articles of association it shall not be necessary to stamp any printed copy so signed: The execution by any person of the memorandum of association or articles of association shall be attested by one witness at the least; and attestation by one witness shall be sufficient attestation in Scotland as well as in England and Ireland.

12. The memorandum of association and articles of association shall be delivered to the Registrar of Joint-Stock Companies, who shall retain and register the same: There shall be paid to the Registrar of Joint-Stock Companies, in respect of the several matters mentioned in the Table marked D. in the Schedule hereto, the several fees therein specified, or such smaller fees as the Board of Trade may from time to time direct; and all fees so paid shall be paid into the receipt of Her Majesty's Exchequer, and be carried to the account of the

Consolidated Fund of the United Kingdom of Great Britain and Ireland.

13. Upon any such memorandum of association, either with or without articles of association as aforesaid, being registered, the Registrar shall certify under his hand that the company is incorporated, and in the case of a limited company that the company is limited: The subscribers of the memorandum of association, together with such other persons as may from time to time become shareholders in the company, shall thereupon be a body corporate by the name prescribed in the memorandum of association, having a perpetual succession and a common seal, with power to hold lands; but with such pecuniary liability on the part of the shareholders as is hereinafter mentioned: The certificate of incorporation given by the Registrar shall be conclusive evidence that all the requisitions of this Act in respect of registration have been complied with; and the date of such certificate shall be deemed to be the date of the incorporation of the company.

14. If the directors of any such company shall declare and pay any dividend when the company is known by them to be insolvent, or any dividend the payment of which would to their knowledge render it insolvent, they shall be jointly and severally liable for all the debts of the company then existing, and for all that shall be thereafter contracted, so long as they shall respectively continue in office: Provided always, that the amount for which they shall all be so liable shall not exceed the amount of such dividend; and that if any of the directors shall be absent at the time of making the dividend or dividends so declared or paid, or shall object thereto, and shall file their objection in writing with the clerk of the company, they shall be exempted from the said liability.

15. As soon as a certificate of incorporation has been granted by the Registrar of Joint-Stock Companies, the company may issue certificates of shares to the subscribers to the memorandum of association, and to all other persons to whom shares may be allotted, of such number and amount as may be prescribed by the memorandum of the association, but not of any greater number or amount: The shares so issued shall be personal estate, and shall not be of the nature of real estate: And each share shall be distinguished by its appropriate

number.

Register of Shareholders.

16. Every company registered under this Act, hereinafter referred to as "the company," shall cause to be kept in one or more books a register of shareholders, and there shall be entered therein the following particulars:

(1.) The names, addresses, and occupations, if any, of the shareholders in the company,

and the shares held by each of them, distinguishing each share by its number:

(2.) The amount paid on the shares of each shareholder:

(3.) The date at which the name of any person was entered in the register as a shareholder: (4.) The date at which any person ceased to be a shareholder in respect of any share.

17. Once at the least in every year a list shall be made of all persons who on the fourteenth day succeeding the day on which the ordinary general meeting of the company, or, if there is more than one ordinary meeting in each year, the first of such ordinary general meetings is held, are holders of shares in the company; and such list shall state the names, addresses, and occupations of all the persons therein mentioned, and the number of shares held by each of them, and shall contain a summary specifying the following particulars : (1.) The amount of the nominal capital of the company, and the number of shares into which it is divided:

(2.) The number of shares taken from the commencement of the company up to the date of the summary:

(3.) The amount of calls made on each share : (4.) The total amount of calls that have been received:

(5.) The total amount of calls unpaid: (6.) The total amount of shares forfeited. The above list and summary shall be contained in a separate part of the register, and shall be in the Form marked E. in the Schedule hereto, or as near thereto as circumstances admit; such list and summary shall be completed within seven days after such fourteenth day as is mentioned in this section, and a copy thereof authenticated by the seal of the company shall forthwith be forwarded to the Registrar, and any person may inspect and take copies of the same, subject to the regulations under which a person is hereinafter declared to be entitled to inspect and take copies of any documents kept by the Registrar.

18. If any company registered under this Act makes default in keeping a register of shareholders, or in sending a copy of such list and summary as aforesaid to the Registrar, in compliance with the foregoing rules, such company shall incur a penalty not exceeding 51. for every day during which such default continues.

19. No notice of any trust, express or implied or constructive, shall be entered on the register or receivable by the company; and every person who has accepted any share in a company registered under this Act, and whose name is entered in the register of shareholders, and no other person (except a subscriber to the memorandum of association in respect of the shares subscribed for by him) shall

for the purposes of this Act be deemed to be a shareholder.

20. The transfer of any share in the company shall be in the Form marked F. in the Schedule hereto, or to the like effect, and shall be executed both by the transferror and transferree: The transferror shall be deemed to remain a holder of such share until the name of the transferree is entered in the register book in respect thereof.

21. A certificate, under the common seal of the company, specifying any share or shares held by any shareholder, shall be prima facie evidence of the title of the shareholder to the share or shares therein specified.

22. The amount of calls for the time being unpaid on any share shall be deemed to be a debt due from the holder of such share to the company.

23. The register of shareholders commencing from the incorporation of the company shall be kept at the registered office of the company hereinafter mentioned; except when closed as hereinafter mentioned, it shall during business hours, but subject to such reasonable restrictions as the company in general meeting may impose, so that not less than two hours in each day be appointed for inspection, be open to the inspection of any shareholder gratis, and to the inspection of any other person on the payment of 1s., or such less sum as the company may prescribe for each inspection; and every such shareholder or other person may require a copy of such register, or of any part thereof, on payment of 6d. for every 100 words required to be copied; if such inspection or copy is refused, the company shall incur for each refusal a penalty not exceeding 24, and a further penalty not exceeding 21. for every day during which such refusal continues.

24. The company may, upon giving notice by advertisement in some newspaper circulating in the district in which the registered office of the company is situated, close the register of shareholders for any time or times not exceeding on the whole twenty-one days in each year, and the period during which the books are closed shall not be reckoned as part of the time within which a transfer is to be registered.

25. If the name of any person is without suffi

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cient cause entered or omitted to be entered in the parti Shan register of shareholders of any company, such per-2728406 son, or any shareholder of the company, may, as respects companies registered in England or Ireland, by motion in any of Her Majesty's Superior Courts of law or equity, and as respects companies registered in Scotland by summary petition to the Court of Session, apply to such Court for an order that the register may be rectified, and the Court may either refuse such application, with or without costs, to be

paid by the applicant, or it may, if satisfied of the justice of the case, make an order for the rectification of the register, and may direct the company to pay all the costs of such motion or petition, and any damages the party aggrieved may have sustained; and if the company makes default or is guilty of unnecessary delay in registering any transfer of shares, they shall be responsible to any person injured by such default or delay for the amount of damage he may thereby have sustained.

26. The register of shareholders shall be evidence of any matters by this Act directed or authorized to be inserted therein.

27. Copies of the memorandum of association and articles of association shall be forwarded to every shareholder, at his request, on payment of the sum of 1s. for each copy, or such less sum as may be prescribed by the company.

PART II.

MANAGEMENT AND ADMINISTRATION OF COMPANIES. General.

28. The company shall have a registered office to which all communications and notices may be addressed: If any company registered under this Act carries on business without having such an office, it shall incur a penalty not exceeding 51. for every day during which business is so carried on.

29. Notice of the situation of such registered office, and of any change therein, shall be given to the Registrar of Joint-Stock Companies, and recorded by him: Until such notice is given the company shall not be deemed to have complied with the provisions of this Act with respect to having a registered office.

30. Every limited company registered under this Act shall paint or affix, and shall keep painted or affixed, its name on the outside of every office or place in which the business of the company is carried on, in a conspicuous position, in letters easily legible, and shall have its name engraven in legible characters on its seal, and shall have its name mentioned in legible characters in all notices, advertisements, and other official publications of such company, and in all bills of exchange, promissory notes, indorsements, cheques, and orders for money or goods, purporting to be signed by or on behalf of such company, and in all bills of parcels, invoices, receipts, and letters of credit of the

company.

31. If any limited company registered under this Act does not paint or affix, and keep painted or affixed, its name in manner aforesaid, it shall be liable to a penalty not exceeding 5l. for not so painting or affixing its name, and for every day during which such name is not so kept painted or

affixed; and if any officer of such company, or any person on its behalf, uses any seal purporting to be a seal of the company whereon its name is not so engraven as aforesaid, or issues or authorizes the issue of any notice, advertisement, or other official publication of such company, or signs or authorizes to be signed on behalf of such company any bill of exchange, promissory note, indorsement, cheque, order for money or goods, or issues or authorizes to be issued any bill of parcels, invoice, receipt or letter of credit of the company, wherein its name is not mentioned in manner aforesaid, he shall be liable to a penalty of 50l., and shall further be personally liable to the holder of any such bill of exchange, promissory note, cheque, or order for money or goods, for the amount thereof, unless the same is duly paid by the company.

32. A general meeting of the company shall be held once at the least in every year.

33. Any company registered under this Act may in general meeting, from time to time, by such special resolution as is hereinafter mentioned, alter and make new provisions in lieu of or in addition to any regulations of the company contained in the articles of association or the Table marked B. in the Schedule.

34. A resolution shall be deemed to be a special resolution of the company whenever the same has been passed by three fourths in number and value of such shareholders of the company for the time being entitled to vote as may be present in person or by proxy (in cases where, by the regulations of the company, proxies are allowed) at any meeting of which notice specifying the intention to propose such resolution has been duly given, and such resolution has been confirmed by a majority of such shareholders for the time being entitled to vote as may be present in person or by proxy at a subsequent meeting, of which notice has been duly given, and held at an interval of not less than one month, nor more than three months, from the date of the meeting at which such special resolution was first passed: Unless a poll is demanded by at least five shareholders a declaration of the chairman of any such meeting as is mentioned in this section, that a special resolution has been carried, shall be deemed conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against the same: Notice of any meeting shall, for the purposes of this section, be deemed to be duly given, and the meeting to be duly held, whenever such notice is given and meeting held in manner prescribed by the regulations of the company.

35. A copy of any special resolution that is passed by any company registered under this Act shall be forwarded to the Registrar of Joint-Stock Companies, and recorded by him: If such copy is not so forwarded within fifteen days from the date of

the passing of the resolution, the company shall incur a penalty not exceeding 21. for every day after the expiration of such fifteen days during which such copy is omitted to be forwarded.

36. A copy of any special resolution shall be given to any shareholder on payment of 1s., or of such less sum as the company may direct.

37. The company, if authorized so to do by its regulations, may increase its nominal capital in manner directed by such regulations, but notice of any increase so made shall be given to the Registrar of Joint-Stock Companies within fifteen days from the date of the passing of the resolution by which such increase has been authorized, and the Registrar shall forthwith record the amount of such increase: If such notice is not given within the period aforesaid the company shall incur a penalty not exceeding 51. for every day during which such neglect to give notice continues.

38. No company that is not for the time being carrying on a trade or business having gain for its object shall be entitled, without the sanction of the Board of Trade, to hold more than two acres of land, but the Board of Trade may empower any such company to hold lands in such quantity and subject to such conditions as they think fit, and may for that purpose grant a licence in the Form marked G. in the Schedule hereto, or to the like effect.

39. If any company registered under this Act carries on business when the number of its shareholders is less than seven, for a period of six months after the number has been so reduced, then every person who is a shareholder in such company during the time that it so carries on business after such period of six months shall be severally liable for the payment of the whole debts of the company contracted during such time, and may be sued for the same without the joinder in the action or suit of any other shareholder.

40. The company shall cause minutes of all resolutions and proceedings of general meetings of the company to be duly entered in books to be from time to time provided for the purpose, and any such minute as aforesaid, if signed by any person purporting to be the chairman of such meeting, shall be receivable in evidence in all legal proceedings, and until the contrary is proved every general meeting in respect of the proceedings of which minutes have been so made shall be deemed to have been duly held and convened.

Legal Instruments of Company.

41. Contracts on behalf of any company registered under this Act may be made as follows; (that is to say,)

(1.) Any contract which if made between private VOL. XXXIV.-STAT.

persons would be by law required to be in writing, and if made according to English law to be under seal, may be made on behalf of the company in writing under the common seal of the company, and such contract may be in the same manner varied or discharged: (2.) Any contract which if made between private persons would be by law required to be in writing, and signed by the parties to be charged therewith, may be made on behalf of the company in writing signed by any person acting under the express or implied authority of the company, and such contract may in the same manner be varied or discharged:

(3.) Any contract which if made between private persons would by law be valid although made by parol only, and not reduced into writing, may be made by parol on behalf of the company by any person acting under the express or implied authority of the company, and such contract may in the same way be varied or discharged : And all contracts made according to the provisions herein contained shall be effectual in law, and shall be binding upon the company and their successors, and all other parties thereto, their heirs, executors, or administrators, as the case may be.

Deeds.

42. Any company registered under this Act may, by instrument or writing under their common seal, empower any person, either generally or in respect of any specified matters, as their attorney, to execute deeds on their behalf in any place not situate in the United Kingdom; and every deed signed by such attorney, on behalf of the company, and under his seal, shall be binding on the company to the same extent as if it were under the common seal of the company.

43. A promissory note or bill of exchange shall be deemed to have been made, accepted, or indorsed on behalf of any company registered under this Act, if made, accepted, or indorsed in the name of the company by any person acting under the express or implied authority of the company.

44. In any mortgage made according to English law by any company registered under this Act there shall be implied the following covenants (unless words expressly negativing such implication are contained therein); that is to say, a covenant on the part of the company to pay the money thereby secured, and interest thereon, at the time and rate therein mentioned; a covenant that they have power to convey or assure the property declared to be conveyed or assured to the mortgagee free from incumbrances; and a covenant for further assurance of such property, at the expense of the company, to the mortgagee or any person claiming

H