7424. By Consent.-When a company is in course of winding up, the consent of its authorities to the adoption of the whole or any portion of its name by a new company, will legalize the naming of such new company after such old name.

ALTERATION OF NAMES.

7425. Obstacles.-When once the name of a company is registered and the company duly incorporated, no change whatever can be made in the name except by the intervention of a public authority, independent of the company.

7426. By the Registrar.-When it appears that the name of a company has been (purposely or inadvertently) registered like that of any previously incorporated company, or so nearly the same as to be calculated to deceive, the registrar is empowered, upon application of either of the companies concerned, to alter the name of the newer company, so as to distinguish its separate identity to his satisfaction.

7427. By Injunction.—If an old company objects to the name of a new company, and has applied in vain to the registrar to effect a change, an application to the Court of Chancery may sometimes succeed in procuring the change desired, upon a full statement of the case, and conclusive proof of the reasonableness and sufficiency of the objection.

7428. By the Board of Trade.—In cases of dispute between two companies about their names, the Board of Trade will not interfere; but,

7429. By Resolution.-When a company has, for any reason, become dissatisfied with its name, and has passed a resolution to alter the name, the secretary or an assistant secretary of the Board of Trade is empowered to authorize such change of name by writing under his hand, and upon production of a copy of its resolution, and certificate of the Board of Trade, the registrar will issue a new certificate of incorporation (7569) and enter all other office records necessary to meet the case.

7430. Frivolous Reasons. The public authorities, who are empowered to sanction the alteration of names of companies, are qualified to refuse such sanction in all cases of a frivolous desire for alteration, without good ground alleged; and,

7431. Fraudulent Reasons.—If a proposed alteration in the name of a company is, from any apparent cause, calculated to deceive or lead to fraud of any kind, such proposed alteration may be in any case refused.

7432. Antecedent Liabilities. It is expressly provided that, in the event of a change in the name of a company, from whatever cause, such change shall not militate against or affect the rights of creditors, or any other persons, having claims against the company which arose previously to the change of name.

THE REGISTERED OFFICE.

7433. In the memorandum of association of a company, it is sufficient that the country be named where the office is to be, namely, England (including Wales), Scotland, or Ireland respectively (7416); but,

7434 Compulsory.-Every registered company, before proceeding to the transaction of business, is bound to have some office "to which all communications and notices may be addressed :" for,

7435. Penalty.-If a company, when once registered, enters upon the transaction of business without an office, it is expressly liable to a penalty of £5 for every day during which such business is carried on; and,

7436. Registration of Office.-When a company has once commenced business it is bound to register the office from whence the business is carried on; because,

7437. Penalty.-If a company carries on business without having registered its office, it is liable to the like penalty as if it had no office at all (7435); and,

7438. Registration of Removal.-Whenever a company removes its office it is bound to register the removal as fully as if it were an original office; for,

7439. Penalty.-If a company removes its office and fails to register the removal, it is liable to the like penalties as if it had no office at all (7435).

FROM ONE COUNTRY TO ANOTHER.

7440. Removal Restricted.-The two last sections of the Act of 1862 provide that a company having a registered office in one part of the kingdom (say Scotland) may remove such office to any other part of the kingdom (say England); but,

7441. Sanction of Board of Trade.—In order to legalize the removal of a registered company's office from one part of the kingdom to another part of the kingdom, the sanction of the Board of Trade is required by the Act to be first procured; and

7442. Limitation of Time.-The Act expressly limits the power of removing a company's office from one part of the kingdom to another to a period of one year after the commencement of the Act; so that,

7443. Prohibitory Inference.-As the Act limits the removal of a company's office from one part of the kingdom to another to a period of one year after the commencement of the Act, the inference is that after the expiration of that time such removals cannot be effected on any terms; because,

7444. No other Mention.-No mention is made in the Act of removals of offices from one part of the kingdom to another except in the last two sections; therefore,

7445. Implied Prohibition.-Though the Act does not expressly forbid the removal of a company's office from one part of the kingdom to another, the only implication in that behalf to be drawn from the last two sections is, that such a removal can no longer be effected.

OBJECTS.

7446. Importance of Expressions. It is most important that the objects for which a company is established should be clearly and largely expressed in the memorandum of association; for,

7447. Circumscribed.-Every incorporated body is strictly circumscribed in its powers and responsibilities by its professed objects, as originally laid down; thus,

7448. Statutory Example.-The third section of the schedule given in the Act (7416) is scarcely suggestive enough of the importance of defining very fully the objects for which a company is established; because,

7449. Probable Contingencies. It is often incumbent upon the parties engaged in the incorporation of a company to enter into numerous details concerning objects," in order to meet every reasonable and probable contingency; thus,

7450. Limited Capacity. The objects originally specified in a memorandum of association strictly define and limit the capacity of the company; so that,

7451. Outside Objects.-Any business done or contracts entered into outside or beyond such definition or limitation, cannot bind the shareholders in their corporate capacity; consequently,

STRICT INTERPRETATION.

7452. Steam Shipping.-If a company is formed with the immediate object of "establishing steam communication between Canada and Bristol," the running of any of the company's vessels between any other country than Canada and any other port than Bristol would be illegal; and,

7453. Omnibus Company.-A company registered for the purpose

of "acquiring and working omnibuses and horses for the conveyance of passengers within the metropolitan district" would be incapacitated from purchasing or working any other vehicles than omnibuses, or carrying parcels or merchandise, or anything except passengers, or running anywhere beyond the metropolitan district; and, 7454. Publishers and Printers.—A company registered for the purpose of "carrying on the business of publishers," without further specification, cannot legally undertake printing; and, 7455. Drapers and Grocers.—A company registered for the purpose of " carrying on the business of drapery," without further spe cification, cannot legally incur liabilities for groceries.

7456. Power of Minorities.—A minority of shareholders who object to contracts beyond the registered objects of a company, are entitled to an injunction in Chancery to restrain the directors from proceeding therewith; and,

7457. A Single Dissentient.—If all the shareholders of a company, except one, agree to carry on a different business than that strictly defined and circumscribed by the memorandum of association, such single dissentient shareholder can effectually move the Court of Chancery for an injunction to restrain the adoption of such business; but,

7458. Danger of Delay.-Though an individual shareholder, or a minority of shareholders in a company, may object to enter upon a business not authorized by the articles of association, if they stand by and knowingly permit the violation, and wait until the new projects have proved failures before taking proceedings, such shareholder or shareholders will be barred the right of obtaining an injunction to restrain; for,

7459. Implied Acquiescence.-In the matter of companies, as in almost all other cases of civil grievance, a seeming acquiescence in an illegal act will bar proceedings on the part of the aggrieved, which must in all cases be taken promptly and with due diligence.

7460. Corporate Exoneration.-As a general rule (7463) when a company enters upon contracts not authorized by the registered objects, the shareholders are not liable in their corporate capacity, nor are the corporate funds liable for debts incurred in respect of such contracts; so that,

7461. Personal Liability.—If the whole of the shareholders in a company consent unanimously to carry on a business not authorized by their articles of association, they all become personally liable on contracts entered into upon the faith of such consent.

2. Liability of Directors.-If directors travel out of the

objects of their company, without obtaining the sanction of a general meeting of members, they, as a general rule (7461), are solely liable for all the consequences; notwithstanding,

7463. Corporate Risk.-If a company carries on a business not authorized by its articles of association, and all the shareholders assent to consequent contracts and to the payment of debts arising upon such contracts, so that the carrying on of such business becomes matter of notoriety, custom will establish the liability of the corporate funds, but will not exonerate individuals (7461).

FULL OBJECTS.

7464. No Compulsion.-The directors of a company, as a general rule, cannot be compelled to specific performance in the matter of objects defined in the articles of association; thus,

7465. Printing or Publishing.—A company registered with the professed object of printing and publishing, may stand by a determination to engage in publishing only, or printing only; and

7466. Narrow Gauge.—It has been decided that a railway company specifically authorized to lay down the broad gauge, may lay down rails to the narrow gauge, as being within the prescribed powers; though, by a like test of legality,

7467. Broad Gauge.-A railway company, specifically authorized to lay down the narrow gauge, could not legally lay down the broad, because that would be exceeding its powers.

THE WORD "LIMITED."

7468. Importance.—In all the Acts authorizing the incorporation of companies by registration, much stress is laid upon the word "limited."

7461. Statutory Provision.-The 23rd section of the Act of 1867 provides for the addition or omission of the word "limited;" as follows:

UNPROFITABLE INSTITUTIONS.

7470. "Limited" Omitted.-Where any association is about to be formed under the principal Act, as a limited company, if it proves to the Board of Trade that it is formed for the purpose of promoting commerce, art, science, religion, charity, or any other useful object, and that it is the intention of such association to apply the profits, if any, or other income of the association, in promoting its objects, and to prohibit the payment of any dividend to the members of the association,

7471. By Special Licence.-The Board of Trade may, by licence, under the hand of one of the secretaries or assistant secretaries, direct such association to be registered with limited liability, without the addition of the word limited to its name; and,

7472. Right to Registration.-Such association may be registered according ly; and,