a company within the jurisdiction, in any Court, the miners, artizans, and labourers employed in or about the mine are entitled to three months wages, if due, in priority to all the other debts of the company.

Sects. 108, 116, 124, and 172 of the Companies Act, 1862, affect the jurisdiction of the Stannaries Court so far as it is connected with the winding-up of companies, whilst sect. 43 gives the Vice-Warden power to compel an immediate inspec-. tion of the register of mortgages of any company subject to his jurisdiction.

The High Court has jurisdiction to wind up an unregistered company engaged in working mines within and subject to the jurisdiction of the Stannaries whenever a customary decree or order absolute for the sale of the machinery, materials, and effects of such mine has been made in a creditor's suit in the Court of the Vice-Warden, in which event the company is deemed unable to pay its debts. [C. A., 1862, s. 199.]

By the Stannaries Act, 1869, s. 35, it is provided that a transfer of shares made to avoid further liability, for a nominal or no consideration, to a person of no apparent means, or in the menial or domestic employ of the transferor, shall be presumed to be a fraudulent transfer, and need not be recognised either by the company or by the Court in a winding-up.

The Registrar's office of the Vice-Warden of the Stannaries at Truro, is one of the offices for the registration of companies formed for working mines within the jurisdiction of the Court. [C. A., 1862, s. 174.] Where a mining company is so registered it is usual, but not compulsory, to register the memorandum and articles at the Joint Stock Companies Registry at Somerset House as well. All returns and documents required by the Companies Acts, are registered in such cases at Truro.

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CHAPTER II.

MEMORANDUM OF ASSOCIATION.

THE memorandum of association is, as it were, the charter, and defines the limitation of the powers of a company established under the Act. With regard, therefore, to the memorandum of association, if you find anything which goes beyond that memorandum or is not warranted by it, the question will arise whether that which is so done is ultra vires not only of the directors of the company but of the company itself. [Lord Cairns, Ashbury Wagon Co. v. Riche, 7 H. L. 653.]

The groundwork on which every joint stock company rests is its memorandum of association. It is its charter, and within the limits of the powers therein conferred must be contained provision for all possible emergencies which may attend the company during its existence as a going concern.

Any seven or more persons, English or foreign, may be formed into an incorporated company either with or without limited liability. [Princess of Reuss v. Bos, 5 H. L. 176.]

No partnership consisting of more than ten persons can now be formed for carrying on the business of banking, or of more than twenty persons for carrying on any other business for profit, unless such partnership is registered under the Companies Acts or under some special Act, or is a company for working mines subject to the jurisdiction of the Stannaries Court. [C. A., 1862, s. 4.]

The limitation of liability is determined either by shares or by guarantee, whilst a company incorporated with unlimited liability need follow neither form of limitation.

The memorandum of association of a company limited by

shares has to comply with five statutory requirements. It has

to state:

1. The name of the company.

2. The situation of the proposed office of the company.

3. The objects for which the company is established.

4. A declaration that the liability of the members is limited; and

5. The amount of the proposed capital, and its proposed division into shares of a fixed amount.

The memorandum of association of a company limited by guarantee has to contain the three first above-mentioned particulars, but in lieu of the two last a declaration is substituted binding each member to contribute to the assets of the company in the event of the same being wound up during the time that he is a member, or within one year afterwards, for payment of the debts and liabilities contracted before the time he ceases to be a member, such amount as may be required, not exceeding a specified sum. [See Lion Marine Insurance, 17 L. J. Notes, 127.]

The memorandum of association of an unlimited company need only contain particulars of its name, its office, and its objects.

With respect to the various clauses necessary for the memorandum of association, the first is that which deals with the name of the proposed company. No restrictions are placed upon the choice of names, the only condition being that the word "Limited" shall, in cases where the company is registered with limited liability, form the last word in the name.

Care must be taken to avoid the adoption of a name so resembling that of any existing company or individual as to be calculated to deceive. In such cases the Court will relieve by injunction even before the company is registered. [Hendriks v. Montagu, 17 Ch. D. 638.] To prevent imitation reference should be made to the List of Companies kept at the Registry of Joint Stock Companies. There is, however, no monopoly in

words which are in common use, and thus no company can claim to restrain another company from using such words as "Colonial," "Merchants," "County," and the like. [Colonial Life Assurance v. Home and Colonial Assurance, 33 Beav. 548; Merchant Banking Company of London v. Merchants' Joint Stock Bank, 9 Ch. D. 560.]

The only cases where precise similarity of name is allowed are where the company having the prior right is either absolutely defunct, or is being dissolved and the liquidator consents to the new company adopting its title.

An exception to the rule as to the use of the word "Limited " is made in the case of associations established for purposes other than the acquisition of gain, such as the promotion of commerce, art, science, religion, charity, or any other useful object, which may obtain the licence of the Board of Trade to omit the word "Limited" from their names. Under this provision are incorporated most of the learned bodies, scientific associations, law societies, and the like. [C. A., 1867, s. 23.]

Any company may, with the consent of a special resolution of its members and with the approval of the Board of Trade, change its name.

To complete the change of name a new Certificate of Incorporation is absolutely necessary. Until this is obtained the company is rightly addressed by its old name. [Shackleford v. Dangerfield, 3 C. P. 407.]

The situation of the office of the company for the purpose of the memorandum need only be specified as being in England, Scotland, or Ireland.

On the incorporation of the company and before commencing business, it is necessary to register with the Registrar of Joint Stock Companies an address which shall be the registered office of the company for the time being, and on any change of this address the fact must be at once notified to the Registrar. The third clause in the memorandum deals with the objects of the company, and should be drawn with especial care, for it

must be borne in mind that it is not possible to add afterwards any object which might be found desirable. The greatest care should be taken to provide for all the many contingencies which experience shews attend the existence of joint stock companies.

The objects of the company must not be too extended. The Registrar of Joint Stock Companies occasionally exercises his discretion by refusing to register companies whose objects are so inconsistent as to be incongruous. Very considerable latitude is however allowed.

The objects of the company being unalterable, it follows that any business which is entered upon and is beyond the scope of the memorandum is ultra vires, and wholly null and void from its inception. Even with the unanimous consent of the members of the company any such contract is incapable of ratification. [Ashbury Wagon Co. v. Riche, 7 H. L. 653.]

It is well, therefore, to make the memorandum very comprehensive in its terms, and to embrace fully the main and subsidiary objects necessary for the business of the company. Every memorandum usually contains a clause giving powers to the company to do everything "conducive " to the carrying out of the objects of the company. This term is, however, inoperative, for it has been held to include only transactions in the ordinary course of business. [Joint Stock Discount Co. v. Brown, 3 Eq. 150], and with or without it the Court will always place a fair and reasonable construction on the terms of the memorandum, and not cut down unduly powers which may be fairly implied. [Baglan Hall Colliery Co., 5 Ch. 356.]

The fourth clause of the memorandum is the declaration that the liability of the members is limited, and calls for no explanation.

The fifth clause deals with the proposed capital and its division into shares of a fixed amount.

It is usual to add a declaration that the company shall have power to issue preference or guaranteed shares; and though it