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by a special resolution, appoint inspectors with the like powers, who must make their report in the manner and to the persons appointed by a general meeting. [C. A. 1862, s. 60.]


Any summons, notice, order, or other document required to be served upon the company, may be served by leaving the same or sending it through the post in a prepaid letter addressed to the company at its registered office.

Any summons, notice, order, or proceeding requiring authentication by the company may be signed by any director, secretary, or other authorized officer of the company, and need not be under the common seal of the company, and the same may be in writing or in print, or partly in writing and partly in print.


All actions must be brought and defended by the company in its own name.

Where a limited company is plaintiff, the judge may, on the application of the defendant, if there is any reasonable ground to believe that the assets of the company will be insufficient to pay the defendant his costs if he be successful, require the company to give security for costs and stay all proceedings until such security is given.

As a general rule, the fact that a limited company is in liquidation is sufficient prima facie evidence to entitle the defendant to require security, which must be sufficient to cover the probable amount of the costs.

A limited company applying ex parte for an injunction must be prepared to give an undertaking in damages of some responsible person; the Court will not in such a case accept the sole undertaking of the company. [Anglo-Danubian Co. v. Rogerson, 10 Jur. (N.S.) 87.]

An unlimited company, though in liquidation and shewn to

be insolvent, cannot be made to give security. [United Ports Co. v. Hill, 5 Q. B. 395.]

In an action by the company against a shareholder for calls, it is sufficient to allege that the defendant is a member of the company and indebted to the company in respect of the call. [C. A. 1862, s. 70.]

In the event of a company changing its name, and until issue of the fresh certificate of incorporation, all actions are properly brought and defended in the old name of the company. [Shackleford v. Dangerfield, 3 C. P. 407.]

The Court may, at any time after the presentation of a petition to wind up a company, restrain all further proceedings in any action pending against the company on motion being made ex parte. [C. A. 1862, s. 85.]

When an order for winding up a company has been made no action shall be commenced or proceeded with against the company, except with the leave of the Court. The application for leave to proceed should be made by summons in Chambers [Hagell v. Currie, 1867, W. N. p. 75], but is frequently made by motion.

The Court will, on a winding-up, only restrain actions against the company, and will not interfere with actions pending against the directors or other officers individually. [Ex parte Hankey, 21 L. T. 481.]

A voluntary winding-up is no bar to the proceeding with or commencing an action against a company.

The official liquidator of a company has power, with the sanction of the Court, to bring or defend any action in the name and on behalf of the company. [C. A. 1862, s. 95.]

The use of the name of the company is entrusted to the directors as a general rule. In certain cases the name of the company may be used by individual members to bring actions on behalf of the company. The shareholder who in cases of urgency so uses the name of the company does so at his own risk, and subject to his being able to prove that his action has

the support of a real bonâ fide majority of the shareholders whether of number or interest. [Atwool v. Merryweather, 5 Eq.

464, n.]

One exception to the general rule requiring a company to be plaintiff is, that where a fraud is committed by persons who can command a majority of votes, in that case the minority can sue. [Mason v. Harris, 11 Ch. D. 109.]

The rule laid down by the Court is against all interference in the internal management of the company, except in cases of fraud. [Foss v. Harbottle, 2 Hare, 461.]

The shareholders being associated in a common venture must abide by the decision of the majority. [Macdougall v. Gardiner, 20 Eq. 383; 1 Ch. D. 13.]

Where a call has been made by directors in exercise of their powers the Court will not interfere to restrain its enforcement, except on proof of an improper motive in making the call. [Anglo-Universal Bank v. Baragnon, 45 L. T. 362.]

In the event of the existence of disputes between the directors, which prevent the affairs of the company being carried on properly, the Court will intervene by injunction and appoint a receiver to protect the property of the company. But the interference of the Court will be continued only until a governing body is duly appointed. [Featherstone v. Cooke, 16 Eq. 298.]

As to the right of creditors in a winding-up to sue in the name of the company, see Cape Breton Co. v. Fenn, 17 Ch. D.


The company has equal rights with private individuals in cases where it is libelled. Thus, where a member of the company publishes of the company statements which are untrue, and which tend to injure its trade, the Court will interfere by injunction and restrain the publication of the libel. [Hill v. Hart Davis, 21 Ch. D. 798.]

But all actions by the company must be for its real benefit, as the funds of the company must not be employed for any

purpose other than those for which they were contributed. Thus the directors may be restrained from applying the funds of the company in payment of the costs of a prosecution for libel. [Pickering v. Stephenson, 14 Eq. 322.]


There are many documents and acts of a company which are received as conclusive evidence in any action.

The certificate of incorporation granted by the Registrar of Joint Stock Companies to any company is conclusive evidence that the company has been properly registered, as is also his certificate in cases of reduction of capital.

The register of members is prima facie evidence of all the matters authorized to be inserted therein. [C. A. 1862, s. 37.]

The minute books containing the resolutions passed at general meetings, or at board meetings, are receivable in evidence; and, until the contrary is shewn, all such meetings shall be deemed to have been duly held and convened. [C. A. 1862, s. 67.]

A declaration by the chairman of a meeting convened for the purpose of passing a special or extraordinary resolution, that the resolution has been passed, is conclusive evidence of the fact, unless a poll was demanded at such meeting by at least five members. [C. A. 1862, s. 51.]

The report of any inspectors appointed under the Act, 1862, to examine into the affairs of the company, authenticated by the seal of that company, is admissible as evidence of their opinion. [C. A. 1862, s. 61.]

In the case of life assurance companies all documents or copies thereof filed with the Board of Trade or the Registrar of Joint Stock Companies are receivable in evidence.

In the case of a compulsory or supervision order, all orders made by the Court upon any contributory are conclusive evidence, subject to his power of appeal, that any moneys thereby appearing to be payable are due. [C. A. 1862, s. 106.]

Office copies of all orders of one Court are sufficient evidence in another Court. [C. A. 1862, s. 123.]

Whenever a company is being wound up, all books, accounts, and documents of the company and the liquidator are as between the contributories primâ facie evidence of the truth of all matters purporting to be recorded therein. [C. A. 1862, s. 154.]

With regard to banking companies, the Bankers Books Evidence Act, 1879, provides that a copy of an entry in a banker's book (ie., a ledger, day book, cash book, account book, and any other book used in the ordinary business of the bank) shall be received in all legal proceedings as primâ facie evidence of such entry and of the matters, transactions, and accounts therein recorded. Any such copy must be verified orally or by affidavit, and it must also be proved that the book containing the entry was, at the time of making the entry, one of the ordinary books of the bank, and that the entry was made in the usual and ordinary course of business, and that the book is in the custody and control of the bank.

To entitle a banking company to the benefit of this Act it must prove, either that it has duly made the return required under the Bank Charter Act to the Commissioners of Inland Revenue, or in lieu thereof has duly furnished to the Registrar of Joint Stock Companies the annual list of shareholders and the summary required by the Companies Act, 1862, with the addition thereto of the names of the several places where the banking company carries on its business. The fact of the return having been made to the Commissioners is proved either by a copy of the return verified by the affidavit of an officer of the bank or by the production of a newspaper containing the return, if any, published by the Commissioners; whilst the return to the Registrar is proved by the certificate of the Registrar, or any Assistant Registrar for the time being, of Joint Stock Companies.

The copies of entries in the books of a banker are by this Act made admissible evidence against any one.

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