APPENDIX.

STATUTES.

Application of term "joint-stock

company."

building-societies, respectively duly certified and inrolled under the statutes in force respecting such societies, other than such friendly societies as grant assurances on lives to the extent hereinafter specified); and that the term "joint-stock company" shall comprehend,

Every partnership whereof the capital is divided or agreed to be divided into shares, and so as to be transferable without the express consent of all the copartners; and also,

Every assurance company or association for the purpose of assurance or insurance on lives, or against any contingency involving the duration of human life, or against the risk of loss or damage by fire, or by storm or other casualty, or against the risk of loss or damage to ships at sea, or on voyage, or to their cargoes, or for granting or purchasing annuities on lives; and also every institution inrolled under any of the acts of Parliament relating to friendly societies, which institutions shall make assurances on lives, or against any contingency involving the duration of human life to an extent upon one life or for any one person to an amount exceeding two hundred pounds, whether such companies, societies, or institutions shall be joint-stock companies or mutual assurance societies, or both; and also,

Every partnership which at its formation, or by subsequent admission, (except any admission subsequent on devolution or other act in law), shall consist of more than twenty-five members:

Future companies. And that, except where the provisions of this act are expressly applied to partnerships existing before the said first day of November, it shall be held to apply only to partnerships the formation of which Companies for ex- shall be commenced after that date: Provided nevertheless, that,

ecuting Parliamentary works.

Incorporated companies.

Construction of words

except as hereinafter specially provided, this act shall not extend to any company for executing any bridge, road, cut, canal, reservoir, aqueduct, waterwork, navigation, tunnel, archway, railway, pier, port, harbour, ferry, or dock which cannot be carried into execution without obtaining the authority of Parliament: Provided also, that, except as hereinafter is specially provided (h), this act shall not extend to any company incorporated, or which may be hereafter incorporated by statute or charter, nor to any company authorized or which may be hereafter authorized by statute or letters-patent to sue and be sued in the name of some officer or person.

III. And be it declared, That the following words and expressions are intended to have the meanings hereby assigned to them respect

(h) It has already been observed that a question arises as to the force of these words. (See ante, p. 15, in the text). It is quite clear that a railway company must be registered provisionally (sect. 4); and completely (sect. 9); and sect. 25 points out what acts may be done by a railway company after complete registration; and the same section also seems to require the appointment of directors and auditors. By subsequent sections, the directors "of any joint-stock compa

nies registered under this act" are required to do certain acts; (see sects. 27, 32, and 49); and, by other sections, directors "of a joint-stock company registered under this act" are put under certain disabilities. (See sects. 29, 30). These examples may suffice to illustrate the question which arises-i. e. whether these expressions include railway companies, notwithstanding the language used in the above section. See, on this subject, ante, p. 14, in the text, and post.

ively, so far as such meanings are not excluded by the context or by the nature of the subject matter; that is to say,

The word "company" to mean any joint-stock company or other institution, as before defined:

The expression

assurance company" to mean any assurance
company, association, or institution, as before defined:
The word "directors" to mean the persons having the direction,
conduct, management, or superintendence of the affairs of a
company:
The expression "promoter" or "promoter of a company," to
apply to every person acting by whatever name in the forming
and establishing of a company at any period prior to the com-
pany obtaining a certificate of complete registration as herein-
after mentioned:

The word "subscriber" to mean any person who shall have agreed
in writing to take or have taken any shares in a proposed com-
pany or in a company formed, and who shall not have executed
the deed of settlement, or a deed referring thereto:
The word "shareholder (i)" to mean any person entitled to a
share in a company, and who has executed the deed of settlement,
or a deed referring to it, or, in the case of mutual assurance
societies, any person who shall be an assured member thereof:
The word " person " to apply to bodies politic or corporate,
whether sole or aggregate:

The expression "Commissioners of the Treasury" to apply to the
Lord High Treasurer for the time being, or the commissioners
of her Majesty's Treasury for the time being, or any three or
more of them:

The expression "committee of Privy Council for trade" to mean
the Lords of the committee of her Majesty's Privy Council for
the consideration of all matters of trade and plantations :
The expression "secretary of the committee" to mean one of the
joint assistant secretaries of the said committee of Privy Council
for trade:

The word "justice" to mean a justice of the peace for the county,
city, borough, liberty, or place where the matter requiring the
cognizance of any justice shall arise, and who shall not be
interested in the matter:

The expression "special authority" to mean any deed of settle-
ment, bye-laws, letters-patent, charter, or local and personal act
of Parliament, by which powers are conferred or regulations
prescribed with reference to any individual company.

The word "prescribed" to mean provided for by special authority:
The word "month" to mean calendar month:

The expression "superior courts" to mean her Majesty's superior
courts of law or equity in England or Ireland:

The word "occupation," when applied to any person, to mean his trade or following, and, if none, then his rank or usual title, as esquire, gentleman:

The expression "place of residence" to include the street, square, or place where the party shall reside, and the number (if any) or other designation of the house in which he shall so reside:

(i) See, as to the definition of the word " shareholder" in this clause, ante, page 14, in the text.

APPENDIX.

STATUTES.

APPENDIX.
STATUTES.

Provisional registration.

Returns by promoters of companies.

The word "oath" to include affirmation or other declaration
lawfully substituted for an oath :
And generally, whensoever, with regard to any matter, or to any
function in respect thereof, the name of an officer (whether a
public officer or an officer of a company) ordinarily having
cognizance of such matter, or ordinarily exercising such func-
tion, is mentioned, such reference is to be understood to apply
as well to any other person or officer who may have cognizance
of such matter, or exercise such function in respect of such
matter:

And, subject as aforesaid to the context and to the nature of the
subject matter, words denoting the singular number are to be
understood to apply also to a plurality of persons or things, and
words denoting the masculine gender are to be understood to
apply also to persons of the feminine gender.

IV. And be it enacted, That before proceeding to make public, whether by way of prospectus, handbill, or advertisement, any inten tion or proposal to form any company for any purpose within the meaning of this act, whether for executing any such work as aforesaid under the authority of Parliament (k), or for any other purpose, it shall be the duty of the promoters of such company, and they or some of them are hereby required to make to the office hereby provided for the registration of joint-stock companies, (and hereinafter called the Registry Office), returns of the following particulars according to the schedule (C.) hereunto annexed (7) ; that is to say, 1. The proposed name of the intended company; and also, 2. The business or purpose of the company; and also,

3. The names of its promoters (m), together with their respective occupations (n), places of business (if any), and places of residence (o);

And also the following particulars, either before or after such publication as aforesaid, when and as from time to time they shall be decided on; viz.

4. The name of the street, square, or other place in which the provisional place of business, or place of meeting shall be situate, and the number (if any) or other designation of the house or office; and also,

5. The names of the members of the committee or other body acting in the formation of the company, their respective occupations, places of business (if any), and places of residence, together with a written consent on the part of every such member or promoter to become such, and also a written agreement on the part of such member or promoter, entered into with some one or more persons as trustees for the said com. pany, to take one or more shares in the proposed undertaking,

(k) This refers to the proviso in the second section, and shews that railway companies are brought within the operation of the fourth section. No doubt can exist on this point, because, by sects. 9 and 23, post, it is assumed that railway companies are required to be registered provisionally, under the above section.

(1) See the forms issued from the Registry Office, post.

(m) See this word defined, ante,

sect. 2.

(n) See the word "occupation" defined, ante, sect. 2.

(0) See the words “place of residence" defined, ante, sect. 2.

which must be signed by the member or promoter whose
agreement it purports to be (but such agreements need not be
on a stamp); and also,

6. The names of the officers of the company and their respective
occupations, places of business (if any), and places of resi-
dence; and also,

7. The names of the subscribers to the company, their respective occupations, places of business (if any), and places of residence; and also before it shall be circulated or issued to the public.

8. A copy of every prospectus or circular, handbill 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 :

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 :

APPENDIX.

STATUTES.

And that upon such registration of at the least the three particulars first Certificate of probefore mentioned, the promoters of such company shall be entitled to a certificate of provisional registration.

V. And be it enacted, That if for a period of one month after the particulars hereby required to be registered, or any of them, shall have been ascertained or determined, the promoters of any company fail to register such particulars, then on conviction thereof, any promoter as aforesaid shall be liable to forfeit for every such offence a sum not exceeding twenty pounds.

VI. Provided always, and be it enacted, That if the promoters of a proposed company appoint a person, being an attorney or solicitor of one of her Majesty's superior courts of law or equity, to be solicitor for the promoters of such company, and return to the said registry office a duplicate of such appointment in writing (p), signed by some one or more of such promoters, together with a duplicate of the acceptance of such appointment, signed by the person so appointed, then, until a duplicate of the revocation or of the resignation of such appointment be returned in like manner, so signed as aforesaid, or until the decease of such solicitor, all returns by this act required to be made by such promoters shall be made by such solicitor in their behalf, and the penalty hereinbefore imposed in respect of any failure to make such returns shall not be incurred by them; and that if within the period of one month after the particulars hereby required to be registered, or any of them, shall have been ascertained or determined, such solicitor fail to make such returns, then he shall be liable to forfeit for every such offence a sum not exceeding twenty pounds; and that 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 shall be liable to be suspended from practice for any time to be appointed by the said court, or to be struck off the rolls of the said court.

visional registration.

Penalty as to delaying registra.

tion.

Relief from penalties to promoters ment of a solicitor to make returns.

by the appoint

Return of appointment and ac

ceptance.

Penalty on solicitor failing to

make returns.

VII. And be it enacted, That it shall not be lawful for any joint- Complete registrastock company hereafter to be formed for any purpose within the tion." meaning of this act, whether for executing any such work as aforesaid under the authority of Parliament, or for any other purpose, to act otherwise than provisionally in accordance with this

(p) See the forms issued from the Registry Office, post.