register of such marriage, or other particulars of the celebration thereof, and shall declare the identity of the wife with the holder of such share; and if such transmission have taken place by virtue of any testamentary instrument, or by intestacy, the probate of the will or the letters of administration, or an official extract therefrom, shall, together with such declaration, be produced to the secretary; and upon such production in either of the cases aforesaid the secretary shall make an entry of the declaration in the said register of transfers. As to the right of a married woman to be registered under the Married Women's Property Act, 1870, see ante, notes to section 15. any 8 Vict. c. 16, s. 20. bound to regard trusts. 20. The company shall not be bound to see to the execution of Company not any trust, whether express, implied, or constructive, to which of the said shares may be subject; and the receipt of the party in whose name any such share shall stand in the books of the company, or if it stands in the names of more parties than one, the receipt of one of the parties named in the register of shareholders, shall from time to time be a sufficient discharge to the company for any dividend or other sum of money payable in respect of such share, notwithstanding any trusts to which such share may then be subject, and whether or not the company have had notice of such trusts; and the company shall not be bound to see to the application of the money paid upon such receipt. The person registered as shareholder is liable upon the shares registered in his Liability of name, though he may be merely a trustee and registered as such (Lumsden v. trustee. Buchanan, 4 Macq. 950; Muir v. City of Glasgow Bank, 4 App. C. 337; and see the Glasgow Bank Cases, 4 App. C. 547). If there is nothing in the deed of partnership to restrict their liability, trustees becoming partners in the company are jointly and severally liable (Cuninghame v. City of Glasgow Bank, 4 App. C. 607). In the same way persons holding shares in trust for the company are personally liable to creditors (Preston v. Grand Collier Dock Co., 11 Sim. 327; 2 R. C. 335; In re Ennis & West Clare Ry. Co., 3 L. R. Ir. 187; Cree v. Somervail, 4 App. C. 648). As to the obligation of the company under this section with regard to equitable rights, of which they have notice, see Société Générale de Paris v. Walker, 14 Q. B. D. 424; 11 App. C. 20; Bradford Banking Co. v. Briggs & Co., 31 Ch. D. 19; 12 App. C. 29. Where a company under the Companies Act, 1862, was by its articles entitled to a lien upon the shares of a shareholder for all debts owing by him to the company, it was held that the company's lien had priority against the shares as against cestuis que trust where the shareholder was only a trustee (New London and Brazilian Bank v. Brocklebank, 21 Ch. D. 302). But the company has no priority over an equitable incumbrancer who advanced money on a deposit of the certificates with notice to the company before the debt to the company became due (Bradford Banking Co. v. Briggs & Co., 31 Ch. D. 19; 12 App. C. 29. See, too, Miles v. New Zealand Alford Estate Co., 32 Ch. D. 266). A trustee of shares cannot create an equitable title in priority to the title of his cestui que trust (Shropshire Union, &c. Co. v. Reg., L. R. 7 H. L. 496). Notice to company of equities. No notice to the company is necessary to make an equitable assignment of shares Equitable effectual against judgment creditors of the shareholder (Beavan v. Ld. Oxford, 6 assignment D. M. & G. 492; Pickering v. Ilfrac. Ry. Co.. L. R. 3 C. P. 235; Robinson v. Nes- without notice bett, L. R. 3 C. P. 264; Arden v. Arden, 29 Ch. D. 702). to company. 8 Vict. c. 16, ss.21,22. Since the decision of the House of Lords, that shares are choses in action (Colonial Bank v. Whinney, 11 App. C. 426), the cases, in which notice to the company of an equitable claim has been held to take shares out of the order and disposition of a As to effect of bankrupt shareholder, are of little importance. notice on order and disposition. What notice is sufficient. Where company are mortgagees. Notice to clerk. Where officer The principal cases on the question are cited below for convenience of reference, but it is not considered necessary to discuss them, as it is now settled that shares are not within the order and disposition clause (Ex parte Littledale, 6 D. M. & G. 714; Ex parte Agra Bank, 3 Ch. 555; Assignees of Dunne v. Hibernian Joint-Stock Co., I. R. 2 Eq. 82; Ex parte Masterman, 4 Dea. & C. 751; Ex parte Lancaster Canal Co., 1 Dea. & C. 411; Nelson v. London Assurance Co., 2 S. & St. 292, explained in Ex parte Littledale, 6 D. M. & G. 714, p. 735; Morris v. Cannan, 31 L. J. Ch. 425). It will be remembered, that a notice to the company to be effectual must be given either to the company through its proper officers, or it must be received by the company in the course of the transaction of its business (Société Générale de Paris v. Tramways Union Co., 14 Q. B. D. 424; 11 App. C. 20). Thus notice to the secretary of a company is sufficient (Ex parte Stright, 1 Mont. 502). If the company are the mortgagees the transaction necessarily imports notice to the company (Assignees of Dunne v. Hibernian Joint-Stock Bank, I. R. 2 Eq. 82). But a mere casual mention of an assignment to a person who is a clerk in the company is not notice to the company (Ex parte Carbis, 4 D. & C. 351; 1 Mont. & Ayr. 693, n.; Société Générale de Paris v. Tramways Union Co., 14 Q. B. D. 424). The fact that the person creating a lien on shares is a secretary or officer of the of company is company is not in itself a sufficient notice to the company (Ex parte Boulton, 1 De G. & J. 163, which appears to overrule Ex parte Waithman, 4 Dea. & Ch. 412, where the mortgagor being a director and the mortgagee an auditor of the company, the company was held to have notice; and see Ex parte Hennessey, 1 C. & L. 559). mortgagor. Mortgage by all officers to whom notice could be given. Private knowledge of director. Payment of calls. Subscriptions to be paid when called for. Power to make calls. But if the equitable deposit is made by all the officers of the company so that there is no one to whom additional notice can be given, the company has sufficient notice (Ex parte Stewart, D. J. & S. 543). The fact that a director and actuary of the company happen to have private notice of a trust is not notice to the company (Ex parte Watkins; In re Kidder, 2 Mont. & Ayr. 348. See Ex parte Harrison, 3 Mont. & Ayr. 506). And with respect to the payment of subscriptions and the means of enforcing the payment of calls, be it enacted as follows: 21. The several persons who have subscribed any money towards the undertaking, or their legal representatives, respectively, shall pay the sums respectively so subscribed, or such portions thereof as shall from time to time be called for by the company at such times and places as shall be appointed by the company; and with respect to the provisions herein or in the special Act contained for enforcing the payment of calls, the word "shareholder" shall extend to and include the legal personal representatives of such shareholder. 22. It shall be lawful for the company from time to time to make such calls of money upon the respective shareholders in respect of the amount of capital respectively subscribed or owing by them, as they shall think fit, provided that twenty-one days' notice at the least be given of each call, and that no call exceed the prescribed amount, if any, and that successive calls be not made at less than the prescribed interval, if any, and that the aggregate amount of calls made in any one year do not exceed the prescribed amount, if any; and every shareholder shall be liable to pay the amount of the calls so made, in respect of the shares held by him, to the persons and at the times and places from time to time appointed by the company. 8 Vict. c. 16, ss. 23, 24. The equitable mortgagee of shares not standing in his name cannot be made Equitable liable to pay the call (Newry, &c. Ry. Co. v. Moss, 14 Beav. 64). mortgagee. The company in this section does not mean a general meeting of the company. Directors may Thus, directors may make calls without the authority of a general meeting make calls. (Ambergate Ry. Co. v. Mitchell, 6 R. C. 235. See Wills v. Murray, 4 Ex. 813; a case decided upon a deed of settlement). The subscription of the prescribed capital is not a condition precedent to the Calls made making of calls, though, of course, the special Act may by apt words make it so before capital (In re Jennings, 1 Ir. Ch. 654. See Waterford, &c. Co. v. Dalbiac, 20 L. J. Ex. 227; subscribed. 6 R. C. 753; 6 Ex. 443; Norwich, &c. Co. v. Theobald, 1 M. & M. 151. See Strafford, &c. Co. v. Stratton, 2 B. & Ad. 518). When the special Act directs calls to be made at intervals, calls made at one time are invalid (Strafford, &c. Co. v. Stratton, 2 B. & Ad. 518). A resolution that a call "shall be made" on a future day is good, and the time, place, and manner of payment may be fixed by a distinct act after the original resolution (Sheffield, Ashton-under-Lyne, &c. Ry. Co. v. Woodcock, 2 R. C. 522; 7 M. & W. 574). The time and place of the call and the person to whom it is payable may be specified by advertisement (Gt. North of Engl. Ry. Co. v. Biddulph, 7 M. & W. 243). It would seem that the time for payment of the call cannot be fixed by a mere verbal direction to the secretary of the company (Johnson v. Lyttle's Iron Agency, 5 Ch. D. 687, a case under the Companies Act, 1862). Calls to be made at intervals. How a call may be made. Calls payable by instalments are valid (L. & N. W. Ry. Co. v. M Michael, 20 Calls payable L. J. Ex. 227; 6 Ř. C. 495; 6 Ex. 273: Birkenhead, &c. Ry. Co. v. Webster, 20 by instal L. J. Ex. 234; Ambergate Ry. Co. v. Norcliffe, 20 L. J. Ex. 234; 6 Ex. 629; In re ments. Debt will not lie till all the instalments are payable (Ambergate, &c. Co. v. Coulthard, 5 Ex. 459). Where calls are payable by instalments the day upon which the last instalment When call is payable is the day on which the call is payable, and twenty-one days' notice payable. previous thereto is a good notice (In re Jennings, 1 Ir. Ch. 654). The words providing that successive calls be not made at less than the prescribed interval probably refer to the time of payment (Ambergate Ry. Co. v. Mitchell, 6 R. C. 235). If the aggregate amount of calls made in one year exceed the prescribed amount, this is a good answer to an action for a call, and if the directors rely on the fact that a prior call is void, they must prove it or show that it has not been paid (Welland Ry. Co. v. Berrie, 6 H. & N. 416). An agreement to set off calls due from a shareholder against goods supplied by Set-off. him would seem to be ultra vires (Pellatt's Case, 2 Ch. 527). In proving for calls the company must sell the shares and prove for the differ- Proof for ence (In re Jennings, 1 Ir. Ch. 654. See Waterford, &c. Ry. Co. v. Dalbiac, 20 calls. L. J. Ex. 227). 23. If, before or on the day appointed for payment, any share- Interest to holder do not pay the amount of any call to which he is liable, be paid on calls unpaid. then such shareholder shall be liable to pay interest for the same at the rate allowed by law from the day appointed for the payment thereof to the time of the actual payment. of subscrip 24. It shall be lawful for the company, if they think fit, to Power to receive from any of the shareholders willing to advance the same allow interest all or any part of the monies due upon their respective shares on payment beyond the sums actually called for; and upon the principal tions before monies so paid in advance, or so much thereof as from time to call. time shall exceed the amount of the calls then made upon the shares in respect of which such advance shall be made, the company may pay interest at such rate, not exceeding the legal rate of 8 Vict. c. 16, ss. 25-27. Enforcement of calls by action. Declaration in action for calls. Plea of infancy. Matter to be proved in action for calls. interest for the time being, as the shareholder paying such sum in advance and the company shall agree upon. 25. If at the time appointed by the company for the payment of any call any shareholder fail to pay the amount of such call, it shall be lawful for the company to sue such shareholder for the amount thereof, in any court of law or equity having competent jurisdiction, and to recover the same, with lawful interest from the day on which such call was payable. See ante, notes to section 22. The power of suing for calls under this section, and of declaring shares forfeited under section 29, is cumulative (Gt. N. Ry. Co. v. Kennedy, 6 R. C. 5; 4 Ex. 417). 26. In any action or suit to be brought by the company against any shareholder to recover any money due for any call it shall not be necessary to set forth the special matter, but it shall be sufficient for the company to declare that the defendant is the holder of one share or more in the company (stating the number of shares), and is indebted to the company in the sum of money to which the calls in arrear shall amount in respect of one call or more upon one share or more (stating the number and amount of each of such calls), whereby an action hath accrued to the company by virtue of this and the special Act. The words "is the holder" refer to the time at which the call was made (Belfast & County Down Ry. v. Strange, 1 Ex. 739; 5 R. C. 548). Executors of a shareholder, on whom a call has been made in his lifetime, cannot be sued in the statutory form (Birkenhead, &c. Co. v. Cotesworth, 6 R. C. 211). An action for calls under this section will not lie against a person who is not shown to be the holder of some specific shares (Wolverhampton New Waterworks Co. v. Hawkesford, 6 C. B. N. S. 336; 7 ib. 795; 11 ib. 456; 28 L. J. C. P. 242; 29 ib. 121; 31 ib. 184). The liability to calls is created by statute, and the period of limitation is therefore twenty years (Cork & Bandon Ry. Co. v. Goode, 22 L. J. C. P. 193; 13 C. B. 826). A special claim for interest is not necessary in an action under this section, but the amount claimed should cover the interest (Southampton Dock Co. v. Richards, 1 M. & G. 448; London & Brighton Co. v. Fairclough, 2 M. & G. 674). The section gives a form of declaration or statement of claim (Wilson v. Birkenhead, &c. Co., 6 Ex. 626). It is no answer to an action for calls that the shareholder was an infant at the time when he was registered, if nothing more is alleged (Cork & Bandon Ry. Co. v. Cazenove, 10 Q. B. 935; Leeds & Thirsk Ry. Co. v. Fearnley, 4 Ex. 26; L. § N. W. Ry. Co. v. M Michael, 20 L. J. Ex. 97; 5 Ex. 114). The plea of infancy should allege repudiation within a reasonable time of coming of age (Dublin, &c. Ry. Co. v. Black, 22 L. J. Ex. 94; 8 Ex. 181). A person who allows shares to remain in his name after he attains his majority, ratifies his liability to the company (Cork, &c. Co. v. Cazenove, 10 Q. B. 935). It is an answer to an action for calls, that the defendant became shareholder by contract while an infant, and that while he was an infant he repudiated the shares (Newry & Enniskillen Ry. Co. v. Coombe, 3 Ex. 565). 27. On the trial or hearing of such action or suit it shall be sufficient to prove that the defendant at the time of making such call was a holder of one share or more in the undertaking, and that such call was in fact made, and such notice thereof given as is directed by this or the special Act; and it shall not be necessary to prove the appointment of the directors who made such call, nor any other matter whatsoever; and thereupon the company shall be entitled to recover what shall be due upon such call, with interest thereon, unless it shall appear either that any such call exceeds the prescribed amount, or that due notice of such call was not given, or that the prescribed interval between two successive calls had not elapsed, or that calls amounting to more than the sum prescribed for the total amount of calls in one year had been made within that period. A promise to pay a call is evidence that proper notice of it has been given, but if the notice is shown to be insufficient, it is not cured by a promise to pay (Miles v. Bough, 3 R. C. 668: 3 Q. B. 815). A list drawn up by a proper officer of the shareholders to whom notices of a call have been posted, is evidence of notice (Eastern Union Ry. Co. v. Symonds, 6 R. C. 578. See, too, Trotter v. Maclean, 13 Ch. D. 574; 28 W. R. 224; Reid v. Harvey, 5 Q. B. D. 184). 8 Vict. c. 16, ES. 28-30. Promise to pay call is evidence of notice. 28. The production of the register of shareholders shall be Proof of proprima facie evidence of such defendant being a shareholder, and of Prietorship. the number and amount of his shares. Section 9 The register under this section, means the sealed register referred to in section 9 (Birkenhead, &c. Ry. Co. v. Brownrigg, 4 Ex. 426). To make the register evidence under this section, the requirements of section 9 must be at least substantially complied with (see section 9) (Bain v. Whitehaven Ry. must be subCo., 3 H. L. 1). stantially It is, however, immaterial that the register is described as "register of pro- complied prietors," or that a gross amount only is entered as paid upon the shares, the with. portion applicable to each share not being distinguished (Bain v. Whitehaven Ry. Co., 3 H. L. 1). When the register consists of several volumes, it is sufficiently authenticated by scaling at the end of the last (Inglis v. G. N. Ry. Co., 16 Jur. 895; 1 M'Q. 112). And it need not be proved that the seal was affixed at a meeting of the company (L. & N. W. Ry. Co. v. M'Michael, 20 L. J. Ex. 6; 5 Ex. 855). So, too, errors in the register not relating to the matter in dispute are immaterial (Southampton Docks Co. v. Richards, 2 R. C. 215; 1 M. & Gr. 448, 461; London Grand Junction Ry. Co. v. Freeman, 2 R. C. 468; 2 M. & Gr. 606). The register is of course not prima facie evidence against a person whose name does not appear in it, though shares may be described in it as standing in the name of "A. and others," where A. is one of his co-trustees (Birkenhead, &c. Ry. Co. v. Brownrigg, 4 Ex. 426). A mere informal document not appearing to have been intended as a register, cannot be received as a register under this section (Wolverhampton New Waterworks Co. v. Hawkesford, 7 C. B. N. S. 795; 29 L. J. C. P. 121. See 11 C. B. N. S. 546; 31 L. J. C. P. 184). Non-payment of calls. And with respect to the forfeiture of shares for non-payment of Forfeiture of calls, be it enacted as follows: shares for non-payment 29. If any shareholder fail to pay any call payable by him, of calls. together with the interest, if any, that shall have accrued thereon, [The Comthe directors, at any time after the expiration of two months from panies Clauses Act, 1863 the day appointed for payment of such call, may declare the share (26 & 27 Vict. in respect of which such call was payable forfeited, and that c. 118, s. 3 et whether the company have sued for the amount of such call or not. See notes to section 35, post, and see note to section 22, ante. seq.), contains shares.] 30. Before declaring any share forfeited the directors shall cause notice of such intention to be left at or transmitted by the post to forfeiture to Notice of |