and for the purposes of such adjustment they may make calls on all the contributories to the extent of their liability for any sums they may deem necessary, and they may in making a call take into consideration the probability that some of the contributories upon whom the same is made may partly or wholly fail to pay their respective portions of the same: (10.) As soon as the affairs of the company are fully wound up, the liquidators shall make up an account shewing the manner in which such winding-up has been conducted, and the property of the company disposed of; and such account, with the vouchers thereof, shall be laid before such person or persons as may be appointed by the company to inspect the same; and upon such inspection being concluded the liquidators shall proceed to call a general meeting of the shareholders for the purpose of considering such account; but no such meeting shall be deemed to be duly held unless one month's previous notice, specifying the time, place, and object of such meeting, has been published, as respects companies registered in England in the London Gazette, and as respects companies registered in Scotland in the Edinburgh Gazette, and as respects companies registered in Ireland in the Dublin Gazette: (11.) Such general meeting shall not enter upon any business except the consideration of the account; but the meeting may proceed to the consideration thereof, notwithstanding the quorum required by any regulation of the company to be present at general meetings is not present thereat; and if, on consideration, the meeting is of opinion that the affairs of the company have been fairly wound up, they shall pass a resolution to that effect, and thereupon the liquidators shall publish a notice of such resolution as respects companies registered in England in the London Gazette, and as respects companies registered in Scotland in the Edinburgh Gazette, and as respects companies registered in Ireland in the Dublin Gazette, and shall also make a return to the Registrar of Joint-Stock Companies of such resolution, and on the expiration of one month from the date of the registration of such return the company shall be deemed to be dissolved:

(12.) If within one year after the passing of a resolution for a winding-up the affairs of the company such affairs are not wound up, the liquidators shall immediately thereafter make up an account shewing the state of the affairs and the progress which has been made in winding up down to that date, and they shall add

thereto a report stating the reason why the winding-up has not been completed, and a general meeting shall be called to consider the same, and so on from year to year until the winding-up of the affairs of the company is completed:

All costs, charges, and expenses properly incurred in the voluntary winding-up of a company, including the remuneration of the liquidators, shall be payable out of the assets of the company in priority to all other claims.

105. The voluntary winding-up of a company shall not prejudice the right of any creditor of such company to institute proceedings for the purpose of having the same wound up by the Court.

PART IV. Registration Office.

106. The registration of companies shall be conducted as follows; (that is to say,) (1.) The Board of Trade may from time to time appoint such registrars, assistant registrars, clerks, and servants as they may think necessary for the registration of companies under this Act, and remove them at pleasure :

(2.) The Board of Trade may make such regulations as they think fit with respect to the duties to be performed by any such registrars, assistant registrars, clerks, and servants as aforesaid:

(3.) The Board of Trade may from time to time determine the place or places at which offices for the registration of companies are to be established: Provided always, that there shall be at all times maintained in each of the three parts of the United Kingdom at least one such office, and that no company shall be registered except at an office within that part of the United Kingdom in which by the memorandum of association the registered office of the company is declared to be established:

(4.) The Board of Trade may from time to time direct a seal or seals to be prepared for the authentication of any documents required for or connected with the registration of companies :

(5.) Every person may inspect the documents kept by the Registrar of Joint-Stock Companies; and there shall be paid for such inspection such fees as may be appointed by the Board of Trade, not exceeding 18. for each inspection; and any person may require a copy or extract of any document or any part of any document, to be certified by the registrar; and there shall be paid for such certified copy or extract such fee as the Board of Trade may ap point, not exceeding 6d. for each folio of

such copy or extract, or in Scotland for each sheet of 200 words; and such certified copy shall be prima facie evidence of the matters therein contained in all legal proceedings whatever:

(6.) The existing registrar, assistant registrars, clerks, and other officers and servants in the office for the registration of jointstock companies, shall, during the pleasure of the Board of Trade, hold the offices and receive the salaries hitherto held and received by them, but they shall in the execution of their duties conform to any regulations that may be issued by the Board of Trade:

(7.) There shall be paid to any registrar, assistant registrar, clerk, or servant that may hereafter be employed in the registration of joint-stock companies such salary as the Board of Trade may, with the sanction of the Commissioners of the Treasury, direct: (8.) Whenever any act is herein directed to be done to or by the registrar of joint-stock companies, such act shall, until the Board of Trade otherwise directs, be done in England to or by the existing registrar of joint-stock companies, or in his absence by the assistant registrar, in Scotland to or by such officer as the Board of Trade may appoint, and in Ireland to or by the existing assistant registrar of joint-stock companies for Ireland; but, in the event of the Board of Trade altering the constitution of the existing registry office, such act shall be done to or by such officer or officers and at such place or places with reference to the local situation of the registered offices of the companies to be registered as the Board of Trade may appoint.

PART V.

REPEAL OF FORMER ACTS, AND TEMPORARY
PROVISIONS.
Repeal.

107. There shall be repealed-
(1.) The Act, 7 & 8 Vict. c. 110.

(2.) An Act, 10 & 11 Vict. c. 78, intituled An
Act to amend an Act for the Registration,
Incorporation, and Regulation of Joint-
Stock Companies.'

(3.) The Limited Liability Act, 1855, 18 & 19 Vict. c. 133:

But such repeal shall not take effect with respect to any company completely registered under the 7 & 8 Vict. c. 110, until such company has obtained registration under this Act, as hereinafter mentioned.

108. The following Acts, that is to say, (1.) An Act, 11 & 12 Vict. c. 45, and intituled 'An Act to amend the Acts for facilitat

ing the Winding-up of the Affairs of Joint-Stock Companies unable to meet their pecuniary Engagements, and also to facilitate the Dissolution and Windingup of Joint-Stock Companies and other Partnerships':

(2.) An Act, 12 & 13 Vict. c. 108, intituled 'An Act to amend the Joint-Stock Companies Winding-up Act, 1848':

(3.) An Act, 7 & 8 Vict. c. 111, intituled 'An Act for facilitating the Winding-up the Affairs of Joint-Stock Companies unable to meet their pecuniary Engagements': (4.) An Act, 8 & 9 Vict. c. 98, intituled 'An Act for facilitating the Winding-up the Affairs of Joint-Stock Companies in Ireland unable to meet their pecuniary Engagements':

shall not apply to companies registered under this Act, nor to companies registered under 7 & 8 Vict. c. 110, from and after the date at which they have obtained registration under this Act, as hereinafter mentioned.

109. No repeal hereby enacted shall affect— (1.) Anything duly done under any Acts hereby repealed before such repeal comes into operation:

(2.) Any right acquired or liability incurred under any such Acts before such repeal comes into operation :

(3.) Any penalty, forfeiture, or other punishment incurred or to be incurred in respect of any offence against any such Acts committed before such repeal comes into operation:

(4.) Any proceeding to be taken in the prosecution of any order for winding-up a company made before such repeal comes into operation.

Temporary Provisions.

110. Every company completely registered under the said Act, 7 & 8 Vict. c. 110, shall on or before the 3rd of November 1856, and any other company duly constituted by law previously to the passing of this Act, and consisting of seven or more shareholders, may at any time hereafter, register itself as a company under this Act, with or without limited liability, subject to this proviso, that no company shall be registered under this Act as a limited company unless either a certificate of complete registration with limited liability under the "Limited Liability Act, 1855," has been obtained by it, or an assent to its being so registered has been given by three-fourths in number and value of such of its shareholders as may have been present, personally or by proxy, in cases where proxies are allowed by the regulations of the company, at some general meeting summoned for that purpose.

111. Previously to the registration under this

Act of any existing company, there shall be delivered to the Registrar of Joint-Stock Companies the following documents; that is to say, (1.) In the case of a company completely registered under the said Act, 7 & 8 Vict. c. 110, if such company is not intended to be registered as a limited company, a list shewing the names, addresses and occupations of all persons who on the day of registration are holders of shares in the company, with the addition of the shares held by such persons respectively, distinguishing each share by its number: (2.) If such company as last aforesaid has obtained a certificate of complete registration with limited liability under the Limited Liability Act, 1855, or if it has not obtained such a certificate, but is intended to be registered as a limited company under the provisions of this Act, the above list shall be accompanied with a statement specifying the following particulars :

The nominal capital of the company, and the number of shares into which it is divided:

The number of shares taken and the

amount paid on each share : Such statement shall also contain, in case the company has not previously obtained a certificate of limited liability, but is intended to be registered as a limited company under this Act,

The name of such company, with the addition of the word "limited" as the last word thereof:

(3.) In the case of any other company duly constituted by law previously to the passing of this Act, and consisting of seven or more shareholders, if it is not intended to be registered as a limited company, there shall be delivered to the Registrar of Joint-Stock Companies such list of shareholders as is herein before mentioned, and also a copy of any Act of Parliament, royal charter, letters patent, deed of settlement, or other instrument constituting or regulating the company: (4.) If any such company as last aforesaid is intended to be registered as a limited company, the above list and copy shall be accompanied by a statement specifying the following particulars; that is to say, The nominal capital of the company, and the number of shares into which it is divided; The number of shares taken and the

amount paid on each share ; The name of the company, with the addition of the word "limited" as the last word thereof,

ticulars relating to the company hereby required to be delivered to the Registrar shall be verified by a declaration of the directors of the company delivering the same, or any two of them, or of any two other principal officers of the company, made in pursuance of the Act, 6 Will. 4. c. 62; but no fees shall be charged in respect of the registration under this Act of any company completely registered under the Act, 7 & 8 Vict. c. 110, in cases where the liability of the shareholders is not intended to be limited, or where such company has already obtained a certificate of the complete registration with limited liability.

113. Upon compliance with the foregoing requisitions, the Registrar of Joint-Stock Companies shall certify under his hand that the company so applying for registration is incorporated as a company under this Act, and in the case of a limited company, that it is limited, and thereupon such company shall be incorporated accordingly, and all provisions contained in any deed of settlement, Act of Parliament, royal charter, or letters patent, or other instrument constituting or regulating the company, shall be deemed to be regulations of the company within the meaning of this Act, and all the provisions of this Act shall apply to such company in the same manner in all respects as if it had been originally incorporated under this Act; subject, nevertheless to the reservations hereinafter contained with respect to the existing rights of creditors and other persons; and subject to this proviso, that, except in so far as is hereinafter permitted, no company constituted by Act of Parliament shall have power to alter any of the provisions contained in such Act of Parliament, and no company constituted by royal charter or letters patent shall have power by special resolution or otherwise, to alter any of the provisions contained in such charter or letters patent, without the sanction of the Board of Trade,

114. Any existing company may, for the purpose of obtaining registration with limited liability, change its name by adding thereto the word "limited," or do any other act that may be necessary,

115. The certificate of incorporation given to any existing company, in pursuance of this Act, shall be conclusive evidence that all the requisitions herein contained in respect of registration under this Act have been complied with, and the date of such certificate shall be deemed to be the date at which the company is incorporated under this Act,

116, The registration of any existing company under this Act shall not, nor shall any act of the company subsequent to such registration, prejudice any right which previously to such registration has, or which would, if no such registration had taken place, have accrued to any creditor or other