Leases and Sales of Settled Estates Bill.

sons; and such powers, when exercised by such trustees, shall take effect in all respects as if the power so vested in them had been originally contained in the settlement, and so as to operate (if necessary) by way of revocation and appointment of the use or otherwise as the Court shall direct; and in every such case the Court, if it shall think fit, may impose any conditions as to consents or otherwise on the 3. Subject 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.

5. Any leases granted under this Act may be surrendered, either for the purpose of ob taining a renewal of the same or not; and the power to authorise leases conferred by this Act shall extend to authorise new leases of the whole or any part of the hereditaments com-growing on any settled estates; and every such prised in any surrendered lease.

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 use, or otherwise as the Court shall direct.

think fit, be paid to any trustees of whom it 16. Any person entitled to the possession or paid into the Bank of England or Ireland, as shall approve, or otherwise the same shall be 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 exparte the applicant in the matter of this Act, greater estate, may apply to the Court of Chan-and in either case such money 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. (namely,) some one or more of the following purposes;

17. Subject to the exception contained in the next section, every application to the Court must be made with the concurrence or consent of the following parties; namely,

Where there is no tenant in tail under the settlement in existence, of full age, then the parties to concur or consent shall be all the persons in existence having any beneficial estate or interest under or by virtue of the settlement, and also all trustees having any estate or interest on behalf of any unborn children;

The purchase or redemption of the land tax, or the discharge or redemption of any incumbrance affecting the hereditaments in respect of which such money was paid, or affecting any other hereditaments subject to the same uses or trusts; or

The purchase of other hereditaments to be settled in the same manner as the hereditaments in respect of which the money was paid; or

The payment to any person becoming absolutely entitled.

And where there is a tenant in tail under 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 to the estate of such tenant in tail, and all trustees having any estate or interest on behalf of any unborn children prior to the estate of such tenant in tail.

18. Provided nevertheless, That it shall be lawful for the Court, if it shall think fit, to give effect to any petition, subject to and so as not to affect the rights, estate, or interest of any person (not being a tenant in tail) whose consent or concurrence has been refused or cannot be obtained, or whose rights, estate, or interest ought in the opinion of the Court to be excepted. [Qu., omit the words in Italics.]

19. Notice of any application to the Court under this Act shall be served on all trustees who are seised or possessed of any estate in trust for any person whose consent or concurrence to or in the application is hereby required, and on any other parties who in the opinion of the Court ought to be so served, unless the Court shall think fit to dispense with such notice.'

20. The Court shall direct that some sufficient notice of any exercise of any of the powers conferred on it by this Act shall be placed on the settlement or on any copies thereof, or otherwise recorded in any way it may think proper, in all cases where it shall appear to the Court to be practicable and expedient, for preventing fraud or mistake.

21. All money to be received on any sale effected under the authority of this Act, or to be set aside out of the rent or payments reserved on any lease of earth, coal, stone, or

order of the Court upon the petition of the person who would be entitled to the rents and profits of the land if the money had been invested in the purchase of land.2

said, the same shall, together with all interest 23. Until the money can be applied as aforearising therefrom, be from time to time invested in exchequer bills; and if the money arising from the ultimate sale of such exchequer bills for the purpose of any such application as herein before directed shall exceed the amount of the principal money originally invested in exchequer bills, then and in such case only the have been entitled to the rents and profits of excess shall be paid to the person who would the land if the money had been invested in the purchase of land, or to his personal representatives.3

24. The Court shall be at liberty to exercise any of the powers conferred on it by this Act, whether the Court shall have already exercised any of the powers conferred by this Act in respect of the same property, or not; but no such powers shall be exercised if an express declaration or manifest intention that they shall not be exercised is contained in the settlement, or may reasonably be inferred therefrom, or from extrinsic circumstances or evidence: Provided always, that the circumstances of the settlement containing powers to effect similar purposes shall not preclude the Court from exercising any of the powers conferred by this Act, if it shall think that the powers contained in the settlement ought to be extended.

25. Nothing in this Act shall be construed

The clause in the Bill of last Session ex- 2 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 life or other

had in view the subject of Hampstead Heath. person entitled to the rents of the land sold.

282

Leases and Sales of Settled Estates Bill.

to empower the Court to authorise any lease, | such person under or by virtue of the same settlement, if the estates be settled, and in the case of unsettled estates against all persons claiming through or under the wife or husband (as the case may be) of the person granting the same.

sale, or other act beyond the extent to which in the opinion of the Court the same might have been authorised in and by the settlement by the settlor or settlors.

26. After the completion of any lease or sale, or other act, under the authority of the Court, or purporting to be in pursuance of this Act, the same shall not be invalidated on the ground that the Court was not hereby empowered to authorise the same; except that no such lease, sale, or other act shall have any effect against any person whose concurrence in or consent to the application ought to have been obtained, and was not obtained.

32. Repeal of 32 Hen. 8, c. 28, and 10 Car. 1, sess. 3, c. 6 (Ireland), except as to ecclesiastical leases.1

33. All powers given by this Act, and all applications to the Court under this Act, and consents to such applications, may be exercised, made, or given by guardians on behalf of infants, and by committees on behalf of lunatics, and by assignees of bankrupts or insolvents: Provided nevertheless, that in cases of infant or lunatic tenants in tail no application to the Court or consent to any application may be made or given by any guardian or committee without the special direction of the Court.

27. It shall be lawful for the Court, if it shall think fit, to order that all or any costs or expenses of all or any parties of and incident to any application under this Act shall be a charge on the hereditaments which are the 34. Where a married woman shall apply to subject of the application, or on any other hereditaments 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 a sufficient part of such hereditaments, or out of the rents or profits thereof, such costs and expenses to be taxed as the Court shall direct. 28. Lord Chancellor may make Rules and Orders.

29. Rules and Orders to be laid before Parliament.

30. It shall be lawful for any person entitled to the possession or to the receipt of the rents and profits of any settled estates for an estate for life, or for a term of years determinable with his life, or for any greater estate, either in his own right or in right of his wife, and also for any person entitled to the possession or to the receipt of the rents and profits of any unsettled estates as tenant by the courtesy, or in dower, or in right of a wife who is seised in fee, to demise the same or any part thereof, except the principal mansion house and the demesnes thereof, and other lands usually occupied therewith, from time to time, for any term not exceeding 21 years to take effect in possession, unless the settlement shall contain an express declaration that it shall not be lawful for such person to make such demise; provided, that every such demise be made by deed, and the best rent that can reasonably be obtained be thereby reserved, without any fine or other benefit in the nature of a fine, which rent shall be incident to the immediate reversion; and provided that such demise be not made without impeachment of waste, and do contain all usual covenants, and also a condition of reentry on nonpayment for a period not less than 28 days of the rent thereby reserved, and on nonobservance of the covenants or conditions therein contained; and provided a counterpart of every deed of lease be made and executed by the lessee.

31. Every demise authorised by the last preceding section shall be valid against the person granting the same, and all other persons entitled to estates subsequent to the estate of

knowledge of the nature and effect of the ap plication, and it shall be ascertained that she freely desires to make or consent to such application; and such examination shall be made whether the hereditaments which are the subject of the application shall be settled in trust for the separate use of such married woman independently of her husband, or not; and no clause or provision in any settlement restraining anticipation shall prevent the Court from exercising, if it shall think fit, any of the powers given by this Act, and no such exercise shall occasion any forfeiture, anything in the settlement contained to the contrary notwithstanding.

35. The examination of such married woman shall be made either by the Court or by some solicitor duly appointed by the Court for that purpose, who shall certify, under his hand, that he has examined her apart from her husband, and is satisfied that she is aware of the nature and effect of the intended application, and that she freely desires to make or consent to the same.

36. Subject to such examination as aforesaid, married women may make or consent to any applications, whether they be of full age or infants.

37. Nothing in this Act shall be construed to create any obligation at law or in equity on any person to make or consent to any application to the Court, or to exercise any power.

38. For the purposes of this Act, a person shall be deemed to be entitled to the possesion or to the receipt of the rents and profits of estates, although his estate may be charged or incumbered either by himself or by the settlor, or otherwise howsoever, to any extent; and any lease or sale authorised by this Act may be made either subject to any such charge or incumbrance, or freed therefrom, with the concurrence of the party entitled thereto.

This clause was struck out last Session.

Settled Estates Bill.-Law of Partnership.-Joint-Stock Companies Bill.

39. Provided always, That nothing in this Act | shall authorise any sale or lease beyond the term of 21 years of any settled estates in which, under the Act of the 34 & 35 Hen. 8, c. 20, "to embar feigned recovery of lands wherein the king is in reversion," or under any other Act of Parliament, the tenants in tail are restrained from barring or defeating their estates tail; but the timber on any such last-mentioned estates may be sold under this Act.

40. Nothing in this Act shall authorise the granting of a lease of any copyhold or customary hereditaments not warranted by the custom of the manor without the consent of the lord, nor otherwise prejudice or affect the rights of any lord of a manor.

41. The provisions of this Act shall extend to all settlements, whether made before or after it shall come into force, except those as to demises to be made without application to the Court, which shall extend only to settlements made after this Act shall come in force.

42. This Act shall not extend to Scotland. 43. This Act shall come in force on the 1st January, 1857.

BILL TO AMEND THE LAW OF

PARTNERSHIP.

WHEREAS it is expedient to amend the Law relating to Partnership: Be it therefore enacted as follows:

1. The advance of capital or money to be used in any trade or undertaking not being the trade of a banker, upon a contract with the person carrying on such trade or undertaking that the person making such advance shall receive a share of the profits or shall bear a share of the loss of the trade or undertaking, shall not, of itself, render the person making such advance liable to third parties as a partner in such trade or undertaking.

2. No contract for the remuneration of a servant or agent of any person engaged in any trade or undertaking by a share of the profits of such trade or undertaking shall, of itself, render such servant or agent responsible as a partner therein.

3. In the construction of this Act the word "person" shall include a partnership, firm, a joint-stock company, and a corporation.

JOINT-STOCK COMPANIES BILL.

Preamble.

1. Short title of Act.

2. Act not to apply to Scotland.

PART I.-CONSTITUTION AND INCORPORA-
TION OF COMPANIES AND ASSOCIATIONS.

Registry.

3. Exemption of banking and insurance companies.

4. Company formed by memorandum of association and registration.

283

5. Prohibition on trading association exceeding a certain number.

6. Matters required to be prescribed by memorandum of association.

7. Prohibition as to name of companies. 8. Form of memorandum of association. 9. Shares to be taken by subscribers of memorandum of association.

10. Articles of association may prescribe bye-laws.

11. Form and effect of articles of association. 12. Stamp on memorandum of association and articles of association and use of printed copies.

13. Registration of memorandum of associa tion and articles of association. 14. Effect of registration.

15. Power of subscribers to issue shares. Register of Shareholders.

16. Manner of keeping register of shareholders.

17. Annual lists to be made of shareholders. 18. Penalty on company not keeping a proper register.

19. Definition of a shareholder.

20. Transfer of shares.

21. Transfer on presentation to be entered. 22. Certificate of shares.

23. Calls to be a specialty debt.

24. Inspection of register of shareholders. 25. Power to close register of shareholders. 26. Remedy for improper entry or omission of entry in register.

27. Register to be evidence.

28. Copy of memorandum of association and articles of association to be given to shareholders.

PART II. MANAGEMENT AND ADMINISTRA

TION OF COMPANIES.

General.

29. Principal office of company.

30. Notice of situation of office to be given. 31. Regulations to be observed by a limited company.

32. Penalties to be inflicted for non-observance.

33. General meeting of the company. 34. Power of shareholders to alter memorandum of association and articles of association.

35. Definition of special resolution. 36. Special resolutions to be registered. 37. Copy of special resolution to be given to shareholders.

38. Notice to registrar of increase of capital. 39. Prohibition on holding land.

40. Evidence of proceedings of meetings.

Legal Instruments of Company.

41. Rules as to contracts.

42. Impression of Seal.

Execution of Deeds.

43. Power of attorney to execute deeds abroad.

44. Promissory notes and bills of exchange. 45. Mortgages by company.

46. Conveyances of company.

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Accounts.

Joint-Stock Companies Bill.

47. Balance sheet to be made out. 48. Shareholders entitled to copy of balancesheet.

49. Balance-sheet to be registered.

Examination of Affairs of Company.

50. Circumstances under which Board of Trade may order examination of affairs of company.

51. Inspection of books.

52. Result of examination how dealt with. 53. Company may appoint inspectors. 54. Copy of report of inspectors to be evidence.

Notices.

55. Notice on company how served. 56. Rule as to notices by letter.

57. Authentication of notices on company. Legal Proceedings.

58. Recovery of penalties.

59. Application of penalties.

Alteration of Forms.

Official Liquidators,

85. Appointment of official liquidators.
86. Style and duties of official liquidators.
87. Powers of official liquidators.

88. Appointment of solicitor by official liquidators.

89. Remuneration of official liquidators.
90. Dissolution of company.

91. Registrar to make minute of dissolution of company.

92. Lord Chancellor, with the advice and consent of Master of Rolls and Vice-Chancellor, to make General Rules and Orders.

93. Power of Lord Chancellor of Ireland to make rules.

94. General practice of Courts to be followed where not varied under this Act.

95. District Commissioners of Bankruptcy and County Court Judges in England, and Commissioners of Bankrupt and Assistant Barristers in Ireland, and in certain cases Vice-Warden or Registrar of Stannaries Court, to be Commissioners for receiving evidence. 96 Court may order the examination of

60. Board of Trade may alter forms in persons in Scotland, whether contributories to Schedule.

PART III.—WINDING-UP.

Preliminary.

61. Application of Part III. of Act. 62. Definition of " the Court." 63. Liability of present shareholders 64. Liability of former shareholders in a company other than a limited company.

65. Liability of former shareholders in a limited company.

66. When winding-up of company to begin. 67. Definition of "Contributory," and nature of his liability.

68. Rights of contributories between themselves.

69. Expenses of winding-up to be deemed debt of company.

Winding-up by Court.

70. Circumstances under which company may be wound up by Court.

71. Company when deemed unable to pay its debts.

72. Winding-up, when deemed beneficial to the shareholders.

73. Application for winding-up to be by petition.

74. Course to be pursued by Court on the hearing of the petition of a creditor.

75. Court may make an order absolute on creditor's petition.

76. Course to be pursued by Court on petition of contributory.

77. Effect of the order absolute.

78. Court to cause assets to be collected and applied in due course.

79. Books of company, &c., to be Evidence.
80. Power of Court to make calls.
81. Payment of money into the bank.
82. Court may grant injunction.

83. Power of Court to stay proceedings.
84. Distribution of surplus.

the company or not, as to the estate, dealings, &c., of or with such company.

Voluntary Winding-up of Company. 97. Cases in which company may be wound up voluntarily.

98. General consequences of voluntary winding-up.

PART IV.-REGISTRATION OFFICE. 99. Constitution of Registration Office. PART V.-REPEAL OF FORMER ACTS AND

TEMPORARY PROVISIONS.

Repeal.

100. Repeal of Limited Liability Act and partial repeal of 7 & 8 Vict. c. 110.

101. Existing companies to keep register of shareholders.

102. Existing companies, how far subject to this Act.

103. Repeal of 7 & 8 Vict. c. 110 and 10 & 11 Vict. c. 78.

104. Repeal of Winding-up Acts.
105. Saving clause as to Repeal.
Temporary Provisions.

106. Power for existing registered companies to register under this Act with Limited Liability.

107. Existing companies may change name in order to register anew.

108. Saving of rights of Creditors.

CONTENTS OF SCHEDULE.

Form A. Memorandum of association.
Table B. Regulations for management of