to the registration of shares; and it m if the holders of scrip apply to the co registered as shareholders, they beco subsequent calls (k) so long as the sha in their names.

In all the cases above referred to, offering any objection, registered the names of the holders on the registry sions of the new statute, (sect. 8, ai when taken, seems to constitute th but a question of a different kind wi company should hereafter refuse to scrip certificates, he not being the shares. It is obvious, that, in som utmost importance to directors who cial act, and are responsible to carr to compel the parties who signed to come in and register themselv are there wanting authorities to sl scribers may be sued for calls, altl come registered (m). The point been decided; and when it arise the form of the provisional contr of allotment and scrip certificates company.

rial refuse t in the regi Danel registr nude the Court company to make lication was refuse Candanus was a hig public nature (o). res, the statute pro his shares, or his in nly stamped, whic to the act (p). The deed of transfe

the company, wh ister of Transfers ertificate, or indorse old one. Until ndor continues liable entitled to receive 1956 App 88) No

depointed out in the statute, ses where they hold the

trust for the company. The Grand Collier Dock 11 Sim 327; S. C., 2 Dass, 350. And if directan informal surrender of

agment that the shall the required to malls, art of equity

2 Mont. & A. 348; Ex

3 Mont. & A. 356; .1 Deac. 166; Ex parte Font. & A. 225. Shares panies, belonging to a t whom any judgment red up, may be charged ment of the judgment order of a judge; and such an order is to recompany from permitting f the shares to be made. Vict. c. 110, s. 14; 3 &

82, s. 1. And shares

lic company, standing in of a petitioner for protecthe Insolvent Act, (7 & 8 , may be transferred by the ner into the name of the - 7 & 8 Vict. c. 96, s. 15.

Transfer of shares.

all the persons through whom the plaintiff claims, it will be a question whether he will be entitled to recover. All the members of the Court are not quite agreed in their view of the law upon this part of the case, and therefore I pronounce no opinion upon it at present."

It seems, that if a company should unlawfully refuse to register a shareholder, who is entitled to be upon the register, a writ of mandamus does not lie, to compel registration. Thus, where an application was made to the Court of Queen's Bench, to compel a chartered company to make a transfer of stock in their books, the application was refused, and the Court said, that the writ of mandamus was a high prerogative writ, confined to cases of a public nature (o). With respect to the transfer of shares, the statute provides, that shareholder may every sell his shares, or his interest in the capital stock, by deed duly stamped, which may be according to the form annexed to the act (p). (8 Vict. c. 16, s. 14, post, App. 88). The deed of transfer must be delivered to the secretary of the company, who enters a memorial thereof in "The Register of Transfers," and delivers to the purchaser a new certificate, or indorses a memorandum of the transfer on the old one (g). Until a transfer has been thus delivered, the vendor continues liable for all calls, and the purchaser is not entitled to receive profits, or to vote (r). (Id., s. 15, post, App. 88). No

(0) R. v. The London Assurance Company, 5 B. & A. 901 ; but see R. v. The Worcester Canal Company, 1 Man. & Ry. 529, contrà.

(p) See the form, post, App. 115. It seems that the company would be bound to transfer shares, even to insolvent persons. See The Huddersfield Canal Company V. Buckley, 7 T. R. 36.

(9) Wilkinson v. Lloyd, 9 Jur. 328, Q. B.

(r) Shareholders cannot get rid of their liability to pay calls, except in the mode pointed out in the statute, even in cases where they hold the shares under a trust for the company. Preston v. The Grand Collier Dock Company, 11 Sim. 327; S. C., 2 Railway Cases, 350. And if directors accept an informal surrender of shares, upon an agreement that the surrenderee shall not be required to pay any further calls, a court of equity

shareholder may transfer any share, after any share, after any call shall have been made in respect thereof, until he has paid such call (s). nor until he has paid all calls, due on every share held by him. (Id., s. 16, post, App. 89). The Register of Transfers may be closed for a certain number of days before each ordinary meeting, and any transfer made whilst the register is so closed, as between the company and the transferee, is considered as made, subsequently to the ordinary meeting. (Id., s. 17, post, App. 89).

If a share becomes transmitted, by death, bankruptcy, insolvency, marriage, or by other similar means, the directors may require the transmission to be authenticated by a declaration in writing, which must be left with the secretary, who thereupon enters the names of the persons entitled in the register of shareholders (t). Until a transmission be so authenticated, no person entitled can share in the profits or vote. (Id., s. 18, post, App. 89). A copy of the register of the marriage, and an extract of the probate or letters of administration, must be produced to the secretary, when

would probably issue an injunction to restrain an action to recover calls brought against other shareholders. Playfair. The Birmingham, Bristol, and Thames Junction Railway Company, 1 Railway Cases, 640.

(a) This special provision sets at rest a question which has been raised, as to the effect of a transfer of shares after a call was made. The Aylesbury Railway Company v. Thompson, 2 Railway Cases, 668; The Aylesbury Railway Company v. Mount, 2 Railway Cases, 679; S. C., 4 Man. & G. 651.

() As to when shares remain to the order and disposition of a bankrupt, see Thompson v. Speirs, 14 Law J., Ch., 453; Ex parte Lancaster Canal Company, Deac. & Chit. 411: Ex

parte Watkins, 2Mont. & A. 348; Ex parte Harrison, 3 Mont. & A. 356; Ex parte Orde, 1 Deac. 166; Ex parte Vallance, 3 Mont. & A. 225. Shares in public companies, belonging to a person against whom any judgment has been entered up, may be charged with the payment of the judgment debt, by the order of a judge; and the effect of such an order is to restrain the company from permitting a transfer of the shares to be made. See 1 & 2 Vict. c. 110, s. 14; 3 & 4 Vict. c. 82, s. 1. And shares in any public company, standing in the name of a petitioner for protection under the Insolvent Act, (7 & 8 Vict. c. 96), may be transferred by the commissioner into the name of the assignees. 7 & 8 Vict. c. 96, s. 15.

5. Actions to recover calls made on shares.

shares are transmitted by marriage or death (u). (Id., s. 19, post, App. 89). The company are not bound to see to the execution of any trust, to which shares may be subject; and receipts for money, given by the person in whose name any share stands in the books, are a sufficient discharge to the company (x). (Id., s. 20, post, App. 89).

The rights, inter se, of vendors and purchasers of shares, and also of letters of allotment and scrip certificates, will be discussed in a future section of this work.

5. Persons who have subscribed for shares, or their legal representatives, are required to pay calls; and with respect to the provisions in that act or the special act contained, for enforcing the payment of calls, the word "shareholders" includes the legal personal representatives of such shareholders (y). (Id., s. 21, post, App. 90). The company may, from time to time, make calls upon shareholders, provided that twenty-one days' notice, at least, be given of each call, and that the calls be made as prescribed; and every shareholder is liable to pay the amount of the calls so made by the company (z). (Id., s. 22, post, App. 90). If

(u) As to the court in which probate or letters of administration ought to be granted, to pass an interest in shares, see Ex parte Horne, 7 B. & C. 632; S. C., 1 Man. & Ry. 529: Smith v. Stafford, 2 Wils. 166.

(x) It seems that a mortgagee of shares should give notice of his incumbrance, to the company, otherwise he may lose his lien. Cumming v. Prescott, 2 Y. & Coll. 488; Ex parte Waithman, 1 Mont. & A. 364.

(y) This is a very important provision. When the executors of an original subscriber to a railway company are liable to pay calls made in the lifetime of the testator, as well as those made after his death, see Fyler v. Fyler, 2 Railway Cases, 813; 3 Beav. 550. As to when the admini

strator of a subscriber to a projected canal, who died before the act passed for making it, could not be sued as a proprietor, see Weald of Kent Canal Company v. Robinson, 5 Taunt. 800.

(z) Circumstances may arise in the proceedings of a company, which would authorise the Court of Queen's Bench to issue a mandamus to compel the company to make calls on shareholders. See R. v. The Victoria Park Company, 1 Q. B. 292. But, as the creditors of a company may now recover their judgment debts from shareholders who have not paid up the full amount of their shares, it is probable that the remedy by mandamus will not, in such cases, be resorted to. See 8 Vict. c. 16, ss. 36, 37, post, App., 92.