regulated according to the amount of nominal capital (that is to £ s. d. say): 7577. For every £1,000 of nominal capital, or part of 1,000, after the first £2,000, up to £5,000 7578. For every £1,000 of nominal capital, or part of £1,000, after the first £5,000, up to £100,000 7579. For every £1,000 of nominal capital, or part of £1,000, after the first £100,000 £ s. d. I O 7580. For registration of any increase of capital made after the first registration of the company, the same fees per £1,000, or part of 1,000, as would have been payable if such increased capital had formed part of the original capital at the time of registration. 7581. Provided that no company shall be liable to pay, in respect of nominal capital, on registration or afterwards, any greater amount of fees than £50, taking into account, in the case of fees payable on an increase of capital after registration, the fees paid on registration. 7582. For registration of any existing company, except such companies as are by this Act exempted from payment of fees in respect of registration under this] Act (7589), the same fee as is charged for registering a new company. 7583. For registering any document hereby required or authorized to be registered, other than the memorandum of association 7584. For making a record of any fact hereby authorized or required to be recorded by the registrar of companies, a fee of. GUARANTEED COMPANIES. 050 0 50 7585. Companies limited by guarantee, whose capital is not divided into shares, are required to pay for registration of twenty members or less, £2; 7586. For 100 members or less, £5; and 7587. For every increase not exceeding 50 members, 5s. 7588. Unlimited Companies.-The uniform fee payable upon the registration of an unlimited company is £20. 7589. Exemptions.—Companies originally incorporated by charter or Act of Parliament, upon registration under the Act of 1862, are exempted from fees, and so are all companies which, in the first place, are unlimited at common law, which desire to register as limited" (7582). UNREGISTERED COMPANIES. 7590. May Register.-Companies which have become constituted under the old law of unlimited liability, but having tacit incorpora. tion, under the Act of 1844 (7122) or otherwise, may register as for limited liability; but, 7591. Prior Liabilities.—When a company, originally unlimited, registers as limited, the unlimited liability remains in respect of all shareholders and obligations prior to such registration. INSPECTION. 7592. Shareholders or Strangers.-Any person, whether a shareholder or not, can claim to inspect the registered documents of any company at the register office (7413) on payment of a fee not exceeding one shilling for each inspection; and 7593. Copy of Certificate.-Any person may require a certificate of the incorporation of any company by paying a fee not exceeding 5s.; or, 7594. Documents.—A copy or extract of any registered document in connection therewith, to be certified by the registrar, upon a payment not exceeding sixpence per folio or extract. ADJUSTMENT OF FEES. 7595. The Board of Trade are empowered to alter and regulate the fees payable at the Register Office of Joint Stock Companies, provided that they must never exceed the maximum named in the Act (7574). MEMBERS' COPIES. 7596. One Shilling.-Every registered company is bound, upon the application of any member, to deliver to him a printed copy of the memorandum and articles of association at a charge not exceeding one shilling; and 7597. Penalty. If an officer of a company refuses or neglects to deliver a copy of the memorandum and articles of association to a member on application and tender of one shilling, he is liable to a penalty of £1 for every refusal, and the company is liable to a like penalty for every such offence. PRELIMINARY CIRCULARS. 7598. The issue of a preliminary circular proposing the formation of a company, and not put forth as an ostensible prospectus, commits no one to anything (7171), and may be safely and wisely resorted to in the incipient stages of a proposed company. PROSPECTUSES. 7599. Before Registration. It is not absolutely illegal to issue a prospectus before the incorporation of a company; but, 7600. No Good.-There can usually be no good in doing so; and 7601. Unwise.-As a general rule, it is unwise to give priority to the prospectus over registration; for, 7602. Endless Complication.-Promoters of companies, for their own sakes, do well to avoid the endless complication of responsibility which may arise from the incurring or expense or liability previously to incorporation; and 7603. Discouragement.-No sensible person, having regard to the many contingencies surrounding liabilities upon shares, will venture to apply for an allotment until he is satisfied that incorporation has been effected, nor until he has inspected the registered documents or certified copies of them; however, 7604. Consequences.-If, from any cause, a prospectus of a company is issued before registration, it becomes necessary to consider the consequences. MISREPRESENTATIONS. 7605. Glowing Prospects.—It is common for the prospectus of a proposed company to paint in the most glowing colours the prospects of the company, and to present prominently every fact calculated to sustain the opinion that the project is likely to succeed; and 7606. Irresponsible.-The most extravagant opinions and anticipations may appear in a prospectus before incorporation, without committing the directors to any immediate corporate obligation; but 7607. Pecuniary Consequences.—They are every one personally and individually responsible to every person who takes shares for the pecuniary consequences of any exaggeration or erroneous statement of facts, calculated to induce applications for shares; and 7608. Individual Liability.-Everything actually guaranteed by a prospectus issued before the incorporation of a company, is absolutely binding upon the directors individually; and 7609. Damages. They may be jointly or severally sued for specific performance or damages, no matter how extravagant; for, 7610. Thirty-three per Cent.-In a case where a prospectus guaranteed thirty-three per cent., the directors were held responsible for the capital invested, though such an improbable rate of dividend was a self-evident trap in which no reasonable man would suffer himself to be caught; notwithstanding, 7611. No Corporate Responsibility.-If a person takes shares upon the faith of a statement in a prospectus issued before incorporation, which afterwards proves to be false, his remedy is against the directors only, in their individual capacities, as there is then no company in existence to take the corporate responsibility; and 7612. Claims of Creditors.-Though a registered shareholder of a company can prove that he was induced to take his shares by a fraudulent prospectus issued before registration, and he has his remedy against the directors personally, he cannot thereby renounce his liability to innocent creditors, who were ignorant of his motives for becoming a shareholder; on the other hand, 7613. After Incorporation.-If the issue of the prospectus of a company is deferred until after incorporation, then the directors become responsible to each other and to subsequent shareholders for the statements in such prospectus, and the corporate funds become pecuniarily liable for damages to individuals who may suffer from misrepresentation, WORKING PROSPECTUSES. 7614. Essentials.-Previously to 1867 there was considerable doubt as to how far projectors of a company were liable for the omission of facts from a prospectus; but, 7615. Statutory Requirement.-The Act of 1867 contains the following very stringent provision: "Every prospectus of a company, and every notice (7616) inviting persons to subscribe for shares in any joint stock company, shall specify the dates and the names of the parties to any contract entered into by the company, or the promoters, directors, or trustees thereof, before the issue of such prospectus or notice, whether subject to adoption by the directors or the company or otherwise; and any prospectus or notice (7616) not specifying the same shall be deemed fraudulent on the part of the promoters, directors, and officers of the company knowingly issuing the same, as regards any person taking shares in the company on the faith of such prospectus, unless he shall have had notice (7625) of such contract. 7616. Increased Confusion.-The effect of the clause in the Act of 1867 (7615) which compels reference to every contract of a company, in every notice inviting persons to subscribe, seems designed to make the former confusion of joint stock obligations many-fold worse than before; for, 7617. Impossible. It would appear to be not only extremely inconvenient, but quite impossible, to embody in every brief notice or advertisement inviting subscriptions to a company, the whole particulars of the company's pre-existence; and 7618. Old Companies.-The implication that every company inviting subscriptions shall include in all its public notices to that effect a reference to all its previous contracts, applies equally to old companies as to new; so that, 7619. Theoretical Prohibition.—According to the strict letter of the present law, an old company, which has had many transactions, is theoretically prohibited (except at enormous risk) from seeking to increase its capital by means of public advertisements, as the expense of them must be gigantic. 7620. Worthless Documents.-The effect of the legislation of 1867 is to make a prospectus of a company, as previously recognized, a worse than worthless document; so that, 7621. Only Safe Course.-In placing the claims of a company before the public with a view to obtaining shareholders, the only really reliable way is to print the memorandum of association verbatim, and the whole of the articles of association, prefixing thereto such a summary thereof, and such illustrative comment, as may seem calculated to make the intentions clear and the project feasible and attractive; otherwise,, 7622. Bald Prospectuses.-The old way (7605) of issuing a prospectus with little or no regard or reference to the memorandum and articles of association, though it may still serve the purposes of swindlers, and may catch dupes, can no longer be resorted to by honest men who really desire to establish an efficient company; because, 7623. Consequences.-A notice or prospectus of a company, issued for the purpose of obtaining shareholders, which omits mention of a contract of the most trivial character in the articles of association, will suffice to render the projectors liable to every shareholder who can plead that he took shares on the faith of such publication and in ignorance of such contract; therefore, 7624. Change of Style.-It is presumed that the brief, dashing, and sparkling compositions which have been so familiar as prospectuses upon the launching of new companies are, under the legisla tion of 1867, giving place to much more voluminous and matter-offact documents, including the whole memorandum and articles of association; at any rate, 7625. Precautionary Notice.-If the projectors of a company think proper to invite shareholders by means of ordinary notices and brief prospectuses, which make no reference to the memorandum or articles of association, it then becomes essential, under the new law, that every person who takes shares should sign a copy of the memorandum and articles of association, before shares are allotted to him, with an effectual attestation of his signature, and tangible evidence that the allottee knows the contents of what he is signing; and 7626. Responsible Representatives. It is clear that when the notices and prospectus of a company do not go fully into the memorandum and articles of association, it becomes necessary for the issue of allotments of shares to be under the personal control of an officer vitally interested in the stability of the company, in order that he may be prepared to prove that every allottee is thoroughly informed of all the conditions and circumstances under which the company is formed. 7627. Best Plan.-Summing up all the considerations relating to prospectuses, it would appear that the best plan is to print entire, or |