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278 Law of Partnership, Limited Liability and Joint-Stock Companies. partnership which consisted of more than 1. The next point was the registration of sharetwenty members ought to be incorporated for holders. At present the registrar of jointthe benefit of the public, in order that any legal stock companies had to keep a register of shareproceedings in which it might be involved holders. He was sorry to say that the register might not be impeded by the number of mem- thus kept had become utterly untrustworthy, bers. The permissive part extended to all as- and that it would probably have to be given sociations having more than six members and up; and what he proposed on that subject less than twenty, and having gain or profit for was, that every company should be compelled their object; and to all associations not having to keep a register of its own shareholders, gain or profit for their object which consisted under a penalty in case of neglect, and that of upwards of six members. These last as- this register should be accessible to the public sociations might adopt it or not as they pleased. at all reasonable times, and should be regarded So that the effect of what he proposed was, as conclusive evidence as to who were and who that associations having gain or profit for their were not shareholders at any particular time. object, and consisting of more than twenty By this means they would get rid of all those members, must adopt the provisions of the embarrassing questions which had arisen hitherBill; that associations not consisting of more to in connexion with the winding-up of comthan six members, and having gain or profit panies. The companies would in reality be left for their object might adopt them or not; and to manage themselves. The state would, on the that all other associations, whether they were principle of this Bill, have nothing to do with of an educational or a religious character, or forcing upon those little republics a particular for whatever purpose they might be formed, if constitution, but having presented to them a patthey consisted of more than six members, tern, it would leave them to please themselves. would have a similar option.
One thing, indeed, would be required in referThere were two classes of persons who, he ence to publicity, namely, that a balance-sheet regretted to say, were omitted from the opera- should be filed once a year in the office of the tion of the provisions of the Bill. It was con- registrar, stating certain items which were presidered desirable that the Government should scribed ; and he thought this might fairly bę confine themselves to an attempt to amend the demanded from companies who would be saved Joint-Stock Companies' Act, and to apply so much trouble and expense. And here he limited liability to large and small partnerships must notice a provision which would, he hoped, in a more effectual manner without entering on be found a great benefit to companies in disdifficult questions. It was not therefore pro-tress, namely, that one-fifth of the shareholders posed to extend the Bill to banking, though he of any company might apply to the Board of hoped the day would soon arrive when the works to inspect the affairs of the company at same law would apply to all; and the second their (the applicant's) own expense, and that exception was the case of insurance companies the board might, if they thought fit, after re-an exception which was made in deference ceiving such application, appoint an inspector to the opinion of the committee which sat in to inspect the affairs of the company and make reference to insurance companies two Sessions a report, such report to belong to the persons ago. Well
, now, supposing a company to be who have paid the expense, and not necessarily in course of formation under this Bill, he would to be attended with any publicity. This prostate how it was to obtain complete registration. vision was borrowed from the New York code,
For this purpose a document would have to be with this exception, that under that code the signed, which was called in America " the cer application for an inspection must be made to tificate of deposit,” but which under this Bill a Court of Justice. would be termed “the memorandum of as- It was also proposed to deal under this Bill sociation.” This document which must bear with the subject of the winding-up of companies the signatures of at least seven persons—the by the repeal of the existing Winding-up Act, minimum number who were to form a com- which had not worked very satisfactorily. A pany-would state the name of the association, company might be wound up, and in this Bill, whether it was limited or unlimited as regarded when it was unable to pay its debts, or when liability, the number of shares, &c., and after its being wound up was for the benefit of the the document had been filed, the company shareholders, which would be taken to be the would be incorporated for the purpose of suing case when three-fourths of the whole number and of being sued. The next step had refer- of shareholders, holding half the capital, had ence to the deed of settlement. Bye-laws had declared it to be so; also, when the company been prepared, which were called “the articles had not transacted any business for more than of the association," and which were taken from a year, and when the number of shareholders the ordinary rules of joint-stock companies. was reduced to less than seven. The company In accordance with the principle adopted in re- would be considered unable to pay its debts ference to the railway clause, it would be com- when a judgment had been obtained against it petent to persons who had signed the "me- and was unsatisfied after a certain period, or morandum of association” to adopt these bye- when notice of a debt had been given for three laws at once, in which case there would be weeks and the debt had not been paid. When scarcely, any expense; but if they desired a petition had to be heard, both parties would others, it would be open to them to make pro- appear before the Court, and the Court would posals for that purpose.
have power to order that the company should
Law of Partnership.-Leases and Sales of Settled Estates Bill be wound up within a certain number of days | LEASES AND SALES OF SETTLED if the debt was not paid. This was a rather
ESTATES BILL. summary proceeding, but, as it was proposed to abolish the right of suing individual mem
This renewed Bill recites that it is expedibers of a company, he thought such a provision ent that the Court of Chancery should have was justifiable. The amount of debt which was fixed upon to warrant such a proceeding sales of settled estates where it shall deem that
power in certain cases to authorise leases and was 501. ; and he thought that, if such an such leases or sales would be proper and conamount could not be paid out of the property sistent with a due regard for the interests of all of the company it must be the interest of all parties concerned that the affairs of the part. It is also expedient that tenants for life of
parties entitled under the settlement; and that: nership should be wound up. The analogy of land in possession should have power to grant the Bankruptcy Law bore upon the case under agricultural leases thereof, at rackrent, for a consideration. The principle on which the concerns of individuals were taken out of their
reasonable period, to be binding on their own hands and placed in the hands of assignees was that, in consequence of the inability pretation clause are as follow :
The proposed enactments, after the interto pay in full, the creditors had a common in
2. It shall be lawful for the Court of Chanterest in them. In the present case, not only cery in England, so far as relates to estates in would the creditors be formed into a quasi cor; England, and for the Court of Chancery in Ireporation, but the shareholders would be placed land, so far as relates to estates in Ireland, subin the same position. Besides a dividend to be paid, there might also be a call to be made, Act contained, to authorise leases of any settled
ject to the provisions and restrictions in this and the principle of the Bankruptcy Law would then require a double application. On affecting any settled estates, for any purpose
estates, or of any rights or privileges over or the whole, then, he thought it would be wise whatsoever, whether involving waste or not, to deprive creditors of the power which they provided the following conditions be observed : now possessed of suing individuals belonging to the corporation, but, in order to compensate First, every such lease shall be made to for that, a more summary proceeding was given take effect in possession at or within one against the corporation itself, the penalty of year next after the making thereof, and shall non-payment of a debt being nothing less than be for a term of years not exceeding for an the extinction of the company in its corporate agricultural or occupation lease 21 years, for capacity. The Bill also gave to companies the a mining lease, or a lease of water, water power of winding up voluntarily, after passing mills, wayleaves, waterleaves, or other rights a resolution to that effect. It was likewise pro- or easements, 40 years, and for a building posed to give to existing companies the power lease 99 years, except only in cases where of bringing themselves under the operation of the Court shall be satisfied that it is the this Bill by means of a resolution agreed to by usual custom of the district and beneficial to three-fourths of the shareholders. Those parts the inheritance to grant building leases for of the Bill which had reference to new joint- longer terms, and then not exceeding such stock companies would apply to all joint-stock term as the Court shall direct : companies after the Bill had been passed, so Secondly, on every such lease shall be rethat there would be one uniform law with re- served the best rent, or reservation in the gard to joint-stock companies, whether formed nature of rent, either uniform or not, that before or after the passing of this measure. can be reasonably obtained, to be made pay
Before concluding, he wished to give some able half-yearly or oftener, without taking information in reference to the working of the any fine or other benefit in the nature of a Limited Liability Act since it was passed in the
fine : last Session. The facts were these. The Thirdly, where the lease is of any earth, number of companies provisionally regis- coal, stone, or mineral, a certain portion of tered under the Limited Liability Act was 121, the whole rent or payment reserved shall be of which three only had obtained complete re. from time to time set aside and invested as gistration; the number of companies registered hereinafter mentioned ; namely, when and so before the passing of the Act, which had since long as the person for the time being entaken steps to become registered under it, was titled to the receipt of such rent is a person 13, of which only one had obtained complete who by reason of his estate, or by virtue of registration. One Irish company had availed any declaration in the settlement, is entitled itself of the Act; and the total result was that to work such earth, coal, stone, or mineral 142 companies had applied for, and eight had for his own benefit, one-fourth part of such obtained limited liability. He need hardly add, rent, and otherwise three-fourth parts there that the fact that so few companies had been of; and in every such lease sufficient proformed was explained by the commercial crisis vision shall be made to ensure such applicawhich had existed since the passing of the Act. tion of the aforesaid portion of the rent, by
the appointment of trustees or otherwise, as the Court shall deem expedient:
Fourthly, no such lease shall authorise the felling of any trees, except so far as shall be
Leases and Sales of Settled Estates Bill. necessary for the purpose of clearing the sons; and such powers, sehen exercised by ground for any buildings, excavations, or such trustees, shall take effect in all respects as other works authorised by the lease : if the power so vested in them bad been origi
Fifthly, every such lease shall be, by deed, | nally contained in the settlement, and so as to and the lessee shall execute a counterpart operate (if necessary) by way of revocation and
thereof; and every such lease shall contain appointment of the use or otherwise as the a condition for re-entry on nonpayment of Court shall direct; aud in every such ease the the rent for a period not less than 28 days Court, if it shall think fit, may impose any after it becomes due.
conditions as to consents or otherwise on the 3. Şubject and in addition to the conditions exercise of such power, and the Court may also hereinbefore mentioned, every such lease shall authorise the insertion of provisions for the apcontain such covenants, conditions, and stipu. pointment of new trustees from time to time lations as the Court shall deem expedient with for the purpose of exercising such powers of reference to the special circumstances of the leasing as aforesaid. demise.
11. It shall be lawful for the Court of 4. The power to authorise leases conferred Chancery in England, so far as relates to es. by this Act shall extend to authorise leases tates in England, and for the Court of Chaneither of the whole or any parts of the settled cery in Ireland, so far as relates to estates in estates, and may be exercised from time to Ireland, if it shall deem it consistent with a time,
due regard for tbe interests of all parties en5. Any leases granted under this Act may titled under the settlement, and subject to the be surrendered, either for the purpose of ob provisions and restrictions in this Aet containtaining a renewal of the same or not; and the ed, from time to time to authorise a sale of the power to authorise leases conferred by this Act whole or any parts of any settled estates or of shall extend to authorise new leases of the any timber' (not being ornamental timber) whole or any part of the hereditaments cum- growing on any settled estates ; and every such prised in any surrendered lease.
sale shall be conducted and confirmed in the 6. The power to authorise leases conferred same manner as by the rules and practice of by this Act shall extend to authorise prelimi- the Court for the time being is or shall be renary contracts to grant any such leases; and quired in the sale of lands sold under a deeree any of the terms of such contracts may be of the Court. varied in the leases.
12. When any land is sold for building pur7. The power to authorise leases conferred poses it shall be lawful for the Court, if it shall by this Act may be exercised by the Court, see fit, to allow the whole or any part of the either by approving of particular leases, or by consideration to be a rent issuing out of such ordering that general powers of leasing, in con- land, which may be secured and settled in such formity with the provisions of this Act, shall manner as the Court shall approve. be vested in trustees in manner hereinafter 13. On any sale of land any earth, coal, mentioned.
stone, or mineral, may be excepted, and any 8. When application is made to the Court, rights or privileges may be reserved, and the either to-authorise a particular lease, or to vest purchaser may be required to enter into any any general powers of leasing in trustees, the covenants, or submit to any restrictions, which Court shall require the applicant to produce the Court may deem advisable. such evidence as it shall deem sufficient to en- 14. It shall be lawful for the Court of Chanable it to ascertain the nature, value, and cir- cery in England, so far as relates to estates in cumstances of the estate, and the terms and England, and for the Court of Chaneery in conditions on whieh leases thereof ought to be Ireland, so far as relates to estates in Ireland, authorised.
subject to the provisions and restrictions in 9. When a particular lease or contract for a this Act contained, from time to time to direct lease has been approved of by the Court, the that any part of any settled estates to be laid Court shall direct what person or persons shall out for streets, roads, paths, servers, drains, or execute the same as lessor; and the lease or watereourses, either to be dedicated to the pabcontract executed by such person or persons lic or not; and the Court may direct that the shall take effect in all respects as if he or they parts so laid out shall remain vested in the was or were at the time of the execution there- trustees of the settlement, or be conveyed to of absolutely entitled to the whole estate or in- and vested in any other trustees, upon auch terest which is bound by the settlement, and trusts for securing the continued appropriation had immediately afterwards settled the same thereof to the purposes aforesaid in all respects, according to the settlement, and so as to ope- and with such provisions for the appointment - ; rate (if necessary) by way of revocation and ap- of new trustees when required, as by the Court pointment of the use, or otherwise as the Court shall be deemed advisable. shall direct.
15. On every sale or dedication to be effect10. Where the Court shall deem it expedi- ed as hereinbefore mentioned, the Court may ent that any general powers of leasing any direct what person or persons shall.execute the sisettled estates conformably to this Act should deed of conveyance; and the deed executed by
be vested in trustees, it may by order vest any such person or persons shall take effect as if such power accordingly, either in the existing the settlement hard-contained a power enabling trustees of the settlement or in any other per- such person or persons to effect such sale or
Leases and Sales of Settled Estates Bill.
281 dedication, and so as to operate (if necessary) minerals as aforesaid, may, if the Court shall by way of revocation and appointment of the think fit, be paid to any trustees of whom it use, or otherwise as the Court shall direct. shall approve, or otherwise the same shall be
16. Any person entitled to the possession or paid into the Bank of England or Ireland, as to the receipt of the rents and profits of any the case may be, to the account of the Acsettled estates for a term of years determinable countant-General of the Court of Chancery, on his death, or for an estate for life or any ex parte the applicant in the matter of this Act, greater estate, may apply to the Court of Chan- and in either case such rooney shall be applied cery by petition in a summary way, to exercise as the Court shall from time to time direct to the powers conferred by this Act.
some one or more of the following purposes; 17. Subject to the exception contained in (namely,) the next section, every application to the Court The purchase or redemption of the land must be made with the concurrence or consent tax, or the discharge or redemption of any of the following parties; namely,
incumbrance affecting the hereditaments in Where there is no tenant in tail under the respect of which such money was paid, or settlement in existence, of full age, then the affecting any other hereditaments subject to parties to concur or consent shall be all the the same uses or trusts; or persons in existence having any beneficial The purchase of other hereditaments to be estate or interest under or by virtue of the settled in the same manner as the hereditasettlement, and also all trustees having any ments in respect of which the money was estate or interest on behalf of any unborn paid; or children;
The payment to any person becoming abAnd where there is a tenant in tail under solutely entitled. the settlement in existence, and of full age, 22. The application of the money in manner then the parties to concur or consent shall aforesaid may, if the Court shall so direct, be be such tenant in tail and all persons in ex- made by the trustees (if any) without any apistence having any beneficial estate or inter- plication to the Court, or otherwise upon an est under or by virtue of the settlement prior order of the Court upon the petition of the to the estate of such tenant in tail, and all person who would be entitled to the rents and trustees having any estate or interest on be- profits of the land if the money had been inhalf of any unborn children prior to the es-vested in the purchase of land.2 tate of such tenant in tail.
23. Until the money can be applied as afore18. Provided nevertheless, That it shall be said, the same shall, together with all interest lawful for the Court, if it shall think fit, to arising therefrom, be from time to time invested give effect to any petition, subject to and so as in exchequer bills; and if the money arising not to affect the rights, estate, or interest of any from the ultimate sale of such excbequer bills person (not being a tenant in tail) whose con- for the purpose of any such application as sent or concurreuce has been refused or cannot hereinbefore directed shall exceed the amount be obtained, or whose rights, estate, or interest of the principal money originally invested in ought in the opinion of the Court to be ex-exchequer bills, then and in such case only the cepted. [Qu., omit the words in Italics.] excess shall be paid to the person who would
19. Notice of any application to the Court have been entitled to the rents and profits of under this Act shall be served on all trustees the land if the money had been invested in the who are seised or possessed of any estate in purchase of land, or to his personal representrust for any person whose consent or concur- tatives. rence to or in the application is hereby requir- 24. The Court shall be at liberty to exercise ed, and on any other parties who in the opinion any of the powers conferred on it by this Act, of the Court ought to be so served, unless the whether the Court shall have already exercised Court shall think fit to dispense with such any of the powers conferred by this Act in renotice.
spect of the same property, or not; but no such 20. The Court shall direct that some suffi. powers shall be exercised if an express declaracient notice of any exercise of any of the powers tion or manifest intention that they shall not be conferred on it by this Act shall be placed on exercised is contained in the settlement, or may the settlement or on any copies thereof, or reasonably be inferred therefroin, or from ex. otherwise recorded in any way it may think trinsic circumstances or evidence : Provided proper, in all cases where it shall appear to the always, that the circumstances of the setileCourt to be practicable and expedient, for pre- ment containing powers to effect similar puryenting fraud or mistake.
poses shall not preclude the Court from exer. 21. All money to be received on any sale | cising any of the powers conferred by this Act, effected under the authority of this Act, or to if it shall think that the powers contained in be set aside out of the rent or payments re- the settlement ought to be extended. served on any lease of earth, coal, stone, or 25. Nothing in this Act shall be construed
The clause in the Bill of last Session ex- 9 This clause was struck out last Session. cluding applications by persons who had pre- 3 This clause requires an extension of the viously applied to Parliament, has been omit- power to invest in consols, and for payment of ted. It will be recollected that such clause the dividends to the tenant for lile or other had in view the subject of Hampstead Heath. person entitled to the rents of the land sold.
Leas:s and Sales of Settled Estates Bill. to empower the Court to authorise any lease, such person under or by virtue of the same sale, or other act beyond the extent to which settlement, if the estates be settled, and in the in the opinion of the Court the same might case of unsettled estates against all persons have been authorised in and by the settlement claiming through or under the wife or husband by the settlor or settlors.
(as the case may be) of the person granting 26. After the completion of any lease or sale, the same. or other act, under the authority of the Court, 32. Repeal of 32 Hen. 8, c. 28, and 10 Car. or purporting to be in pursuance of this Act, 1, sess. 3, c. 6 (Ireland), except as to ecclesithe same shall not be invalidated on the astical leases.* ground that the Court was not hereby em- 33. All powers given by this Act, and all powered to authorise the same; except that no applications to the Court under this Act, and such lease, sale, or other act shall have any consents to such applications, may be exercised, effect against any person whose concurrence in made, or given by guardians on behalf of inor consent to the application ought to have fants, and by committees on behalf of lunatics, been obtained, and was not obtained.
and by assignees of bankrupts or insolrents : 27. It shall be lawful for the Court, if it Provided nevertheless, that in cases of infant shall think fit, to order that all or any costs or or lanatic tenants in tail no application to the expenses of all or any parties of and incident Court or consent to any application may be to any application under this Act shall be a made or given by any guardian or committee charge on the hereditaments which are the without the special direction of the Court. subject of the application, or on any other he- 34. Where a married u oman shall apply to reditaments included in the same settlement, the Court, or consent to an application to the and subject to the same limitations; and the Court, under this Act, she shall first be exCourt may also direct that such costs and ex- amined apart from her husband touching her penses shall be raised by sale or mortgage of knowledge of the nature and effect of the apa sufficient part of such hereditaments, or out plication, and it shall be ascertained that she of the rents or profits thereof, such costs and freely desires to make or consent to such apexpenses to be taxed as the Court shall direct. plication ; and such examination shall be made
28. Lord Chancellor may make Rules and whether the hereditaments which are the subOrders.
ject of the application shall be settled in trust 29. Rules and Orders to be laid before Par- for the separate use of such married woman liament.
independently of her husband, or not; and no 30. It shall be lawful for any person entitled clause or provision in any settlement restrainto the possession or to the receipt of the rents ing anticipation shall prevent the Court from and profits of any settled estates for an estate exercising, if it shall think fit, any of the for life, or for a term of years determinable powers given by this Act, and no such exercise with his life, or for any greater estate, either in shall occasion any forfeiture, anything in the his own right or in right of his wife, and also settlement contained to the contrary notwithfor any person entitled to the possession or to standing. the receipt of the rents and profits of any un. 35. The examination of such married wosettled estates as tenant by the courtesy, or in man shall be made either by the Court or by dower, or in right of a wise who is seised in some solicitor duly appointed by the Court for fee, to demise the same or any part thereof, that purpose, who shall certify, under his hand, except the principal mansion house and the de- that he has examined her apart from her husmesnes thereof, and other lands usually occu- band, and is satisfied that she is aware of the pied therewith, from time to time, for any term nature and effect of the intended application, not exceeding 21 years to take effect in pos- and that she freely desires to make or consent session, unless the settlement shall contain an to the same. express declaration that it shall not be lawful 36. Subject to such examination as aforefor such person to make such demise; pro- said, married women may make or consent to vided, that every such demise be made by deed, any applications, whether they be of full age and the best rent that can reasonably be ob- or infants. tained be thereby reserved, without any fine or 37. Nothing in this Act shall be construed other benefit in ihe nature of a fine, which rent to create any obligation at law or in equity on shall be incident to the immediate reversion; any person to make or consent to any appliand provided that such demise be not made cation to the Court, or to exercise any power. without impeachment of waste, and do contain 38. For the purposes of this Act, a person all usual covenants, and also a condition of re- shall be deemed to be entitled to the possesion entry on nonpayment for a period not less than or to the receipt of the rents and profits of 28 days of the rent thereby reserved, and on estates, although his estate may be charged or nonobservance of the covenants or conditions incumbered either by himself or by the settlor, therein contained; and provided a counterpart or otherwise howsoever, to any extent; and of every deed of lease be made and executed by any lease or sale authorised by this Act may the lessee.
be made either subject to any such charge or 31. Every demise authorised by the last incumbrance, or freed therefrom, with the conpreceding section shall be valid against the currence of the party entitled thereto. person granting the same, and all other persons entitled to estates subsequent to the estate of * This clause was struck out last Session,