penalties. See further, sects. 41 & 42 of the Companies Act, 1862.

A company may, by special resolution, change its name with the consent of the Board of Trade. Sec. 13 of the Act of 1862. The course will be as follows:-1. Pass a

special resolution, "That the name of the company be changed to the Company, Limited." Company, Limited." 2. File a printed copy of the resolution with the registrar. 3. Let the secretary write to the assistant secretary of the Board of Trade, Railway Department. Board of Trade, Whitehall Gardens, S.W., enclosing a copy of the resolution, stating the cir cumstances which have rendered the change desirable, and requesting him to obtain the sanction of the Board. 4. In due course, a letter giving the necessary sanction will be received, and the secretary will then write to the registrar, enclosing the letter of sanction, and requesting the registrar to enter the new name on the register, and to issue a certificate of the change. 5. This will be issued in due course, and upon such issue, and not before, the change is effected. Hence, till the issue of the certificate, the old name must be used.

SEAL.

Every company has its seal, and it is one of the first duties of the directors of a new company to procure a seal for it. The name of the company must be engraven on the seal in legible characters. See sections 41 & 42 of the Act of 1862.

The company stationers provide seals, &c.

p. 92.

See infra,

The seal is fixed in a machine capable of impressing documents as required. The impression is plain, but in many companies a large red adhesive wafer is put on the document and the seal impressed thereon. This renders it more conspicuous and permanent. The wafers can be obtained at the stationers.

The directors usually make special rules as to the custody of the seal. As to what contracts must be under seal, see supra, p. 30.

REGISTRATION OFFICE.

The London office of the registrar of joint stock companies, is situate at Somerset House, Strand. A person

can examine the papers relating to any company by filling up a form of application (supplied in the office), and affixing thereto a 1s. stamp.

Alphabetical indexes of all registered companies can be examined gratis. A copy of any document or part of a document may be obtained at 4d. per folio of 72 words.

Documents which have to be registered or filed with the registrar must be duly stamped. This can be effected at the office. The registration of documents is generally effected through a solicitor. The fees payable are set forth in Table B, schedule 1, to the Companies Act, 1862. The following is a copy so far as material :—

TABLE B.

[See section 17 of the Act.]

Table of fees to be paid to the Registrar of Joint-Stock Companies by a company having a capital divided into shares. £ s. d.

For registration of a company whose nominal
capital does not exceed £2,000, a fee of
For registration of a company whose nominal
capital exceeds £2,000, the above fee of £2,
with the following additional fees, regulated
according to the amount of nominal capital
(that is to say)—

For every £1,000 of nominal capital, or
part of £1,000, after the first £2,000
up to £5,000

For every £1,000 of nominal capital, or
part of £1,000, after the first £5,000
up to £100,000

For every £1,000 of nominal capital, or

2 0 0

1 0 0

050

part of £1,000, after the first £100,000 0 1 0 For registration of any increase of capital made after the first registration of the company, the same fees for £1,000, or part of £1,000, as would have been payable if such increased capital had formed part of the original capital at the time of registration. Provided that no company shall be liable to pay in respect of nominal capital or registration, or afterwards any greater amount of fees than £50, taking into account in case of fees payable on an increase of capital after registration, the fees payable on registration.

For registering any document hereby required or authorised to be registered, other than the memorandum of association.

For making a record of any fact hereby authorised or required to be recorded by the registrar, a fee of

£ s. d.

050

050

It will be borne in mind that the above fees are all payable by means of impressed stamps.

The office hours at the Registration Office are 10 to 4, except Saturday, 10 to 2.

REGISTER OF MEMBERS.

The directors of every company must keep a register of members, i.e., shareholders. See s. 25 of the Act of 1862. This register must contain

(a) The names, addresses, and occupations, if any, of the shareholders.

(b) A statement of the number of shares held by each shareholder, the distinguishing number of each share, and the amount paid or agreed to be considered as paid on each share.

(c) The date at which the name of any person was entered in the register as a member.

(d) The date at which any person ceased to be a

member.

In default the company and its directors will be liable to heavy penalties.

The register may be contained in one or more books or volumes, e.g., one volume may contain a list of all the members, and may refer to another volume for the other particulars.

By section 22 of this Act, it is provided that "each share shall, in the case of a company having a capital divided into shares, be distinguished by its appropriate number." The usual plan is to number the shares arithmetically, beginning with 1, according to date of allot

ment.

No notice of any trust must be entered on the register. Sec. 30 of the Act of 1862.

The register must be kept at the registered office of the company. Sec. 32.

Except when closed, any member may, 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), inspect the register gratis, and any other person may inspect the same on payment of one shilling. And the company shall if required supply any such member or other person with a copy of the whole or any part of the register on payment of 6d. for every hundred words copied. Sect. 32 of the Act of 1862. There is a penalty for default.

If the name of any person is without sufficient cause entered in or omitted from the register, and in various other cases, the Court will upon the application by any person aggrieved order the register to be rectified. The application is made by counsel in a summary way, an affidavit of the facts being produced, and notice having been given to the company. Such applications are frequent.

As to entering particulars of share warrants to bearer in the register, see sect. 31 of the Act of 1867. As to stock, see sect. 29.

The register is prima facie evidence of the facts therein stated. Sect. 37 of the Act of 1862.

By sect. 33 of the Act of 1862, any company

"May, upon giving notice by advertisement in some paper circulating in the district in which the registered office of the company is situated, close the register of members for any time or times not exceeding in the whole thirty days in each year."

The regulations generally contain a clause as to closing. The usual plan is to close for a fortnight before the ordinary general meeting.

BOOKS.

The following are the principal books which a company should keep :

1. The register of members.

2. The share ledger.

The above are, in many cases with great advantage, embodied in one book, which is called the share ledger and register of members. Specimen sheets of books so ruled can be seen at the stationers, &c., infra, p. 92.

3. The numerical register of members. 4. The certificate book.

This contains forms of certifi

cates of title, supra, p. 9, and the particulars of each certificate issued will be entered on the counterfoil.

5. Register of transfers.

6. Minute book of general meetings.

7. Directors' minute book.

8. Register of mortgages, see supra, p. 28.

There are other books sometimes used, but in each case the books required depend in a great measure upon the size and circumstances of the company.

The general books of account showing the dealings of the company with outsiders will be similar to those employed by other persons carrying on a similar business.

As a good and simple system of accounts is extremely desirable, it will in any case of doubt be expedient to take the advice of a professional accountant as to what books are requisite, and as to the mode of keeping them.

The regulations usually give a shareholder a right to inspect the books of the company or some of them. Thus Table A provides that:

"The books of account shall be kept at the registered office of the company and, subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed by the company in general meeting, shall be open to the inspection of the members during the hours of business."

This, however, is a more general power than the regulations of most companies give. Not uncommonly it is provided that a shareholder shall not be entitled to inspect any of the books except the register (supra, p. 64) without the consent of the board or of the company in general meeting. In some cases it would be extremely undesirable to allow a shareholder, whose interests may be opposed to those of the company, to examine all the books.

Where a right of inspection is given as regards "the books wherein the proceedings of the company are recorded," a shareholder has no right to inspect the minute book of the directors' proceedings. As to the appointment by the Board of Trade of inspectors to examine into the affairs of a company, see sects. 56-61 of the Act of 1862.