APPENDIX. STATUTES. other necessary officers and servants; and that every such registrar and assistant registrar, clerks, and officers shall be entitled to hold their offices during the pleasure only of the said committee; and that from time to time it shall be lawful for the commissioners of her Majesty's Treasury and they are hereby authorized to fix the salary or remuneration of such registrar, assistant registrars, clerks, officers, and servants; and that, subject to the provisions of this act, it shall be lawful for the said committee of Privy Council for trade, and they are hereby authorized to make rules for regulating the execution of the office of the said registrar; and that such registrar shall have a seal of office to be by him used in the authentication of all matters relating to his said office in respect of which such authentication is by this act required; and that such assistant registrar shall, in Assistant registrar. the absence of the registrar, be competent to do all things which the registrar is authorized, or empowered, directed, or required to do, as fully and effectually, to all intents and purposes, as the registrar himself may do; and all provisions in this act relating to the signature and seal of office of the said registrar shall apply to the said assistant registrar: Provided always, that the registrar shall not Leave of absence. be absent from the duties of his office, except on account of ill health or other urgent cause, without express leave in writing of the said committee of Privy Council for trade for that purpose previously obtained. XX. And be it enacted, That from the hour of ten of the clock in Registrar's office the morning until five of the clock in the afternoon, and at such attendance. other times as the said committee of Privy Council for trade shall appoint, such registrar, or in the unavoidable, or, as aforesaid, permitted absence of the registrar, then such assistant registrar, shall give his attendance at the said office every day throughout the year, except Sundays, Good Friday, Christmas Day, and any other general holiday or fast day appointed by her Majesty in council. XXI. And be it enacted, That every company shall pay the fol- Fees of regislowing fees; (that is to say), tration. Commissioners of other For a certificate of provisional registration the sum of five pounds: For a certificate of complete registration the sum of five pounds; and one shilling additional in respect of every thousand pounds value of capital, as declared on the formation of the company in the deed of settlement, or by any other special authority: For an annual certificate the sum of one pound: And also such other fees as shall be appointed to be paid in respect of any other services to be performed by the said registrar; and that from time to time it shall be lawful for the commissioners of her Majesty's Treasury, and they are hereby authorized, in addition to the fees hereinbefore required to be paid in respect of such certificates, to fix such other fees to be paid for the services to be performed by the registrar of joint stock companies as they shall deem requisite to defray both the expenses of the said office, and the salaries or other remuneration of the said registrar and of any other persons employed under him, with the sanction of the said commissioners of her Majesty's Treasury, in the execution of this act; and that Balance to go to the balance, if any, shall be carried to the Consolidated Fund of the Consolidated United Kingdom of Great Britain and Ireland, and be paid accordingly into the receipt of her Majesty's Exchequer at Westminster; and that it shall be lawful for the said commissioners of her Majesty's Regulation of Treasury to regulate the manner in which such fees are to be received, fees. Fund. APPENDIX. STATUTES. and in which they are to be kept, and in which they are to be accounted for: Provided always, that if within two years after a company shall have obtained a certificate of complete registration, such company shall obtain an act for the incorporation thereof, then three-fourths on capital to com- of the fee paid by or on behalf of such company on such complete Return of three fourths of the fee panies obtaining acts of Parlia ment. Repayment by Extortion a mis- On provisional registration. Effect of provisional registration, registration in respect of the capital of the company, shall be reimbursed and repaid to the said company; and that it shall be lawful for the said commissioners of her Majesty's Treasury, and they are hereby authorized and empowered to repay the same accordingly. XXII. And be it enacted, That if either the said registrar of jointstock companies, or any person employed under him, either demand or receive any gratuity or reward in respect of any service performed by him, other than the fees aforesaid, then for every such offence every such registrar or person shall be guilty of a misdemeanour. XXIII. And be it enacted, That on the provisional registration of any company being certified by the registrar of joint-stock companies, it shall be lawful for the promoters of any company so registered to 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; and no such renewed certificate shall be in force for a longer period than twelve months from the date thereof (x); and it shall be lawful for the promoters of such company, To assume the name of the intended company, but coupled with the words "registered provisionally;" and also, To open subscription lists; and also, To allot shares, and receive deposits by way of earnest thereon, at But not to make calls, nor to purchase, contract for, or hold lands, (a) The construction of this section seems to be, that a certificate of provisional registration cannot be renewed more than once. (y) See the regulations of Parliament on this subject. Lords' standing order, No. 224; Commons' standing order, No. 33. the case of companies for executing such works as aforesaid, 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 such works. APPENDIX. STATUTES. and Proceedings of companies before while a company is not deemed to be provisionally registered. XXIV. And be it enacted, That if before a certificate of provisional registration shall be obtained the promoters or any of them, or any person employed by or under them, take any monies in consideration of the allotment either of shares or of any interest in the concern, or by way of deposit for shares to be granted or allotted; or issue, in the name or on behalf of the company (z), any note or scrip, or letter of allotment, or other instrument or writing to denote a right or claim, or preference or promise, absolute or conditional, to any shares; or advertise the existence or proposed formation of the company; or make any contract whatsoever for or in the name or on behalf of such intended company; then every such person shall 254. penalty against be liable to forfeit for every such offence a sum not exceeding persons offending. twenty-five pounds; and that it shall be lawful for any person to sue for and recover the same by action of debt. on complete registration: Powers and privileges obtained thereby. Incorporation. XXV. And be it enacted, That on the complete registration of any company being certified by the registrar of joint-stock companies, such company and the then shareholders therein, and all the succeeding shareholders, whilst shareholders, shall be and are hereby incorporated (a) 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 Without restric of the shareholders of the company, under any judgment, decree, or tion of liability. 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; but every such shareholder shall, in respect of such monies, subject as after mentioned, be and continue liable as he would have been if the said company had not been incorporated; and thereupon it shall be lawful for the said company, and they are hereby empowered, as follows; that is to say, 1. To use the registered name of the company, adding thereto "registered;" and also, 2. To have a common seal (with power to break, alter, and change the same from time to time), but on which must be inscribed the name of the company; and also, 3. To sue and be sued by their registered name in respect of any (z) This section applies to all railway companies. See note to sect. 2, ante, p. 38. d (a) See, as to the construction of this section, ante, p. 14, of the text. company empowered to act. APPENDIX. STATUTES. Restriction of powers panies for executing Parliamentary works before obtaining an act. claim by or upon the company upon or by any person, whether a member of the company or not, so long as any such claim may remain unsatisfied; and also, 4. To enter into contracts for the execution of the works, and for the supply of the stores, or for any other necessary purpose of the company; and also, 5. To purchase and hold lands, tenements, and hereditaments in the name of the said company, or of the trustees or trustee thereof, for the purpose of occupying the same as a place or places of business of the said company, and also (but nevertheless with a license, general or special, for that purpose, to be granted by the committee of the Privy Council for trade, first had and obtained) such other lands, tenements, and hereditaments as the nature of the business of the company may require; and also, 6. To issue certificates of shares; and also, 7. To receive instalments from subscribers in respect of the amount of any shares not paid up; and also, 8. To borrow or raise money within the limitations prescribed by 9. To declare dividends out of the profits of the concern; and also, 12. To perform all other acts necessary for earrying into effect the And the said company are hereby empowered and required,— 14. To appoint and remove one or more auditors, and such other subject nevertheless, with respect to all such powers and privileges, to the provisions of this act, and subject also to the provisions of the deed of settlement of the company or any other special authority: provided always, with regard 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, that on the complete registration of any such company, and before such company shall have obtained its act of incorporation or other act whereby the authority of Parliament shall be granted for executing such work, it shall not be lawful for any such company or the directors or officers thereof to exercise the hereinbefore-mentioned APPENDIX. STATUTES. power to enter into contracts, otherwise than conditionally upon obtaining such act, or to exercise the power to purchase and hold lands as aforesaid, or to exercise the power to receive instalments from shareholders beyond the sum or per-centage necessary to be deposited in compliance with the standing orders of either house of Parliament, or such other sum as may be requisite for obtaining the act of incorporation or other act for granting the authority of Parliament to execute such work, or to exercise the power to borrow money, as aforesaid, or to exercise the power to declare dividends, as aforesaid; and, subject to these last-mentioned exceptions, all the powers by this enactment herein before given to any company completely registered, except the general power to perform all acts necessary for carrying on the business of the company, may be exercised as fully by any such company so completely registered as by any other company so completely registered; provided always, that it shall be Power to obtain lawful for any such company to perform all acts which may be act of Parliament. necessary for obtaining an act of incorporation or other act for obtaining the authority of Parliament to execute its works as aforesaid, any thing herein contained to the contrary notwithstanding; and that Regulation of upon obtaining such act of incorporation or other such act as afore- company under said, or at the time of the coming into operation of such act, as shall be thereby appointed, all the powers which any such company shall obtain by virtue of this act, and all the provisions and regulations of this act which shall apply to such company, shall cease and determine, except so far as shall be otherwise provided by such act of incorporation or other such act as aforesaid. Shareholders: Restriction of rights prior to exesettlement. of XXVI. And be it enacted, That no shareholder of any joint-stock company completely registered under this act shall be entitled to receive any dividends or profits, or be entitled to the remedies or powers hereby given to shareholders, until he shall have executed the deed of settlement of the said company, or some deed referring thereto, and also have paid up all instalments or calls due from him, and shall have been registered in the registry office aforesaid; and further, that Rights thereafter. it shall be lawful for every shareholder who shall have signed such deed, and paid up such instalments or calls, and shall have been registered, and he is hereby entitled, To be present at all general meetings of the company; and also, To vote in the determination of any question thereat, and that To vote in the choice of directors, and of every auditor to be elected by the shareholders : subject nevertheless to the provisions of this act, and of the deed of settlement of the company or other special authority, so far as such provisions shall either regulate or restrict the exercise of such powers, but not so as to deprive such shareholders thereof; and further, with Restriction on dis regard to subscribers and every person entitled or claiming to be en- posal of shares. titled to any share in any joint-stock company the formation of which shall be commenced after the first day of November One thousand eight hundred and forty-four, and until such joint-stock company shall have obtained a certificate of complete registration, and until any such subscriber or person shall have been duly registered as a shareholder in the said registry office, it shall not be lawful for such person to dispose, by sale or mortgage, of such share, |