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8. A copy of every prospectus, or circular, or hand-bill, or advertisement, or other such document, at any time addressed to the public, or to the subscribers, or others, relative to the formation or modification of such company (7), which must be sent before it shall be circulated or issued to the public.
9. And afterwards, from time to time, until the complete registration of such company, a return of a copy of every addition to, or change made in, any of the above particulars.
And that, upon such registration of, at the least, the three particulars first before mentioned, the promoters of such company shall be entitled to a certificate of provisional registration.
If the above particulars are not registered within one month after they shall have been ascertained or determined, the promoters of the company are liable to pay a penalty of £20 (r). But if the promoters appoint a person, being an attorney or solicitor, to be a solicitor for them, and return to the Registry Office a duplicate of such appointment in writing, signed by some one or more of such promoters, together with a duplicate of the acceptance of such appointment, signed by the person appointed (s), then, until a duplicate of the revocation (t) or of the resignation of such appointment be returned in like manner, signed as aforesaid (u), or until the decease of such solicitor, all returns required to be made by such promoters shall be made by such solicitor in their behalf, and the penalty shall not be incurred by them; and if, within one month after the particulars
(4) See the form, post, Appendix, 240, (Form G., No. 8).
(r) Sect. 5, post, Appendix, 41. (s) See the form of appointment and acceptance, (Form H., No. 9), post, Appendix, 241.
(t) See the form of revocation, (Form I., No. 10), post, Appendix,
(u) See the form of resignation, (Form K., No. 11), post, Appendix,
required to be registered, or any of them, shall have been ascertained or determined, such solicitor fail to make such returns, then he is liable to forfeit for every offence £20; and if it be made to appear to the court to which he shall belong, that he fraudulently omitted to make a return of any such particulars, then he is liable to be suspended from practice, or to be struck off the rolls (v).
To obtain a Certificate of Provisional Registration.]-Fill up the forms contained in Form A., Nos. 1, 2, and 3, before referred to, according to the printed instructions, in duplicate; then take them to the Registry Office, and, on the payment of the fees, (7 & 8 Vict. c. 110, s. 21), the registrar will give a certificate of provisional registration. Within one month after the other particulars required to be registered, or any of them, are ascertained or determined, fill up the forms before referred to, which are applicable to the particular matter to be registered, also in duplicate, and take them to the Registry Office. As to the fees payable, see List of Fees, post, Appendix, 247.
3. Powers and Obligations resulting from Provisional Registration.
On the provisional registration of the company being 7 & 8 Vict. c. 110, certified by the registrar of joint-stock companies, the promoters of the company may act provisionally, but not for any longer period than twelve months from the date of the certificate, unless such certificate shall be renewed, which may be done on application for that purpose (w); and no renewed certificate shall be in force for a longer period than twelve months from the date thereof; and it shall be lawful for the promoters of such company
(*) Sect. 6, post, Appendix, 41. (w) An application for a renewal of the certificate must be made before
the expiration of the original certifi-
To assume the name of the intended company, but coupled with the words "registered provisionally."
To open subscription lists.
To allot shares, and receive deposits by way of earnest thereon, at a rate not exceeding 10s. for every £100 on the amount of every share in the capital of the intended company; and also, such further sum per £100 on the amount of every such share as may be required by the Standing Orders of either House of Parliament (x) to be deposited before the obtaining of an act of Parliament for enabling the company to execute such work.
To perform such other acts only as are necessary for constituting the company, or for obtaining an act of Parlia
But not to make calls, nor to purchase, contract for, or hold lands; nor to enter into contracts for any services, or for the execution of any works, or for the supply of any stores, except such services and stores, or other things, as are necessarily required for the establishing of the company; and except any purchase, or other contract, to be made conditional on the completion of the company, and to take effect after the certificate of complete registration or act of Parliament shall have been obtained, and except contracts for services in making surveys, and performing all other acts necessary for obtaining an act of incorporation, or other act for enabling the company to execute their works (y).
By another section, it is declared to be unlawful for any joint-stock company to act otherwise than provisionally, in accordance with the act, until a certificate of complete registration has been obtained (z).
(x) See Lords' Standing Ord., No. 224, post 66; Commons' Standing Ord., No. 46, post 39.
(y) Sect. 23, post, Appendix, 48. (z) Sect. 7, post, Appendix, 41.
4. Mode of obtaining a Certificate of Complete Registration.
A railway company is entitled to receive a certificate of complete registration, on depositing at the proper offices of the two Houses of Parliament, in compliance with the Standing Orders of such Houses respectively, and at or within the time required by such Standing Orders, such deeds of partnership or subscription contracts as shall be required to be deposited by such Standing Orders (a); and also return to the Registry Office a copy of such deeds of partnership or subscription contracts, together with such certificate of the receipt of such plans, sections, and books of reference, as shall be appointed by the Board of Commissioners of Railways (b).
To obtain a Certificate of Complete Registration.]-Take a copy of the parliamentary subscription contract, and the certificate required by the Board of Commissioners of Railways, of the receipt of the plans, &c., to the Registry Office; and, on payment of the fees (c), the registrar will give a certificate of complete registration. The registrar is entitled to receive such fees as may be appointed in respect of any extra services performed by him. (See List of Fees, post, Appendix, 247. See also the list of the forms for complete registration issued by the registrar, post, App., 245).
5. Powers and Obligations resulting from complete Registration.
The 25th section of the statute, which points to this 7 & 8 Vict. c. 110. subject, seems to have been originally framed with a view
(a) See Lords' Standing Ord., No. 224, post 65; Commons' Standing Ord., No. 47, post 40.
(6) Sect. 9, post, Appendix, 43.
(e) Sect. 21. If within two years after the certificate of complete re
gistration is obtained, the company
to legislate for ordinary joint-stock companies, acting under deeds of settlement; and if railway companies and other similar companies had not been expressly mentioned in the proviso at the end of the section, it could scarcely have been supposed that such companies were in any manner within the contemplation of the Legislature. The remarks we shall offer as to the construction of this section will be better understood after a perusal of its contents.
Section 25 enacts, "that, on the complete registration of any company being certified by the registrar of jointstock companies, such company and the then shareholders therein, and all the succeeding shareholders, whilst shareholders, shall be and are hereby incorporated as from the date of such certificate, by the name of the company as set forth in the deed of settlement, and for the purpose of carrying on the trade or business for which the company was formed, but only according to the provisions of this act, and of such deed as aforesaid, and for the purpose of suing and being sued, and of taking and enjoying the property and effects of the said company; and thereupon any covenants or engagements entered into by any of the shareholders, or other persons, with any trustee on the behalf of the company, at any time before the complete registration thereof, may be proceeded on by the said company, and enforced in all respects as if they had been made or entered into with the said company after the incorporation thereof; and such company shall continue so incorporated until it shall be dissolved and all its affairs wound up; but so as not in anywise to restrict the liability of any of the shareholders of the company under any judgment, decree, or order for the payment of money which shall be obtained against such company, or any of the members thereof, in any action or suit prosecuted by or against such company in any court of law or equity;