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Exclusion of Solicitors from Commissions of the Peace.- Arbitration Delays. 295 EXCLUSION OF SOLICITORS wich and Lincoln, practising solicitors would

have been selected but the rule to exclude them FROM

was known and acted upon.” COMMISSIONS OF THE PEACE.

It is stated that this exclusion rests upon Notice of the introduction of a Bill to issues the Commission ; but we think it

a rule made by the Lord Chancellor, who amend the Law relating to the Qualification of Justices of the Peace, has just been the Home Department, at what time we are

originated with the Secretary of State for given by Mr. Colville.?. During the pro- not exactly aware. gress of the measure will be the time to bring forward the grievance of excluding Law Society, that the Profession ought to

We concur in opinion with the Yorkshire Solicitors from Commissions of the Peace. ask for a legislative enactment, rendering By the 6 & 7 Vict. c. 73 (re-enacting some the members of it generally eligible for the of the provisions of former Statutes), they office of magistrate, not only in cities and

are entitled by the 34th section to hold the boroughs but also in counties,--and we office of Justice of the Peace in any City or Town being a County of itself, or in any clause prohibiting Attorneys from acting

presume there would be no objection to a city, town, cinque port

, or liberty having professionally in General or Petty Sessions justices of the peace by charter, commis- in the districts for which they act as masion, or otherwise. The 33rd section exeludes them whilst practising, from being objection that can be justly made, on pub

gistrates. This course would meet every justices of the peace for any county. It is admitted whilst an Attorney, during licitors.

lic grounds, to the appointment of Sohis appointment as a magistrate, ought not to practise either at the Quarter or Petty Ireland is there any disqualification of So

It appears that neither in Scotland nor Sessions within the district for which he licitors to act as magistrates in counties is appointed; indeed, many Solicitors have

similar to that contained in the 6 & 7 Vict. very little practice of that kind, and would

c. 73, although in Ireland the same grievno doubt willingly relinquish it altogether.

ance exists as in this country, although The Yorkshire Law Society in their Re- there is no legislative sanction for the port of the 10th October last, state from the

exclusion. valuable information they have collected

We would suggest that a parliamentary “That in 148 cities and boroughs at the return be moved for, requiring a copy of tine of the passing of the Municipal Corpora- the rule or regulation under which Attortion Act, 5 & 6 Wm. 4, c. 76, and in the five neys and Solicitors are excluded from Comyears immediately preceding, 74 practising so- missions of the Peace, with the date of licitors were mayors, or chief officers of cities such rule or regulation. It may also be or boroughs, all of whom, or very nearly so, were desirable to have the names of all Attorneys justices of the peace by virtue of their office.

“Since the passing of that Act, no less than or Solicitors who have held the office either 277 practising solicitors have filled the office of of mayor or justice of the peace of any mumayor, and consequently, in pursuance of the nicipal corporation since the passing of the 57th section of the Act, have been justices of 5 & 6 Wm. 4, c. 76. the peace during the time of their holding such office, and the next succeeding year. Of these ARBITRATION DELAYS AND gentlemen, 43 have held the appointment twice,

EXPENSES. 13 three times, 5 four times, 2 five times, and 1 six times.

We have received several complaints of At the passing of the Municipal Corpora- the great delays and enormous expenses attion Act, and in the five years immediately

pre: tending many arbitrations. It was supposed ceding, 48 practising solicitors were justices of the peace, exclusive of mayors.

that under the new powers conferred by the "Since the passing of that Act, 47 practising Common Law Procedure Act, the expense solicitors have been placed in the commission of Nisi Prius trials would be saved where of the peace, and during the same period, in the questions in issue related to matters of many places including York, Lancaster, Hart- account; but it seems that on many occalepool, Sudbury, Portsmouth, Cogleton, Ossions the references to barristers are unnewestry, Marlborough, and Bodmin, practising cessarily prolonged, and the costs increased solicitors have been recommended by the town

rather than diminished. councils for the appointment, but have not

A learned friend as arbitrator is agreed withstanding such recommendation, been ex. cluded, whilst, in other places, such as Nor- upon between the counsel for the plaintiff

and defendant, and the papers are laid be* The 2nd reading is appointed for the 27th inst. fore him. He appoints a meeting. One

296

Arbitration Delays and Expenses.-Limited Liability Partnerships. of the parties who has got a difficult case 1. The name of the proposed company; attends by counsel, and the attorney on the

2. The objects for which the proposed comother side is driven to do the same. The pany is to be established; meeting takes place, and after an hour or

3. The liability of the shareholders, whether

it is to be limited or unlimited ; two of preliminary fencing and dispute one

4. The amount of the nominal capital of the of the three learned gentlemen is called

proposed company; elsewhere ; another meeting is appointed 5. The number of 'shares into which such the next week, and perhaps is then put off capital is to be divided, and the amount of or takes place, and is again adjourned.

each share ; subject to the following reThus a controversy that might be settled

striction : in two or three days lasts for months, and

That in the case of a company formed with each meeting costs for the fees of arbi

limited linbility, and hereinafter called a

limited company, the word “limited” is trator, counsel, attorneys, and witnesses,

to be the last word in the name of the scarcely ever less than 151., and often as

company ; s. 6. much more.

No company shall be registered under a We point this grievance out, trusting it name identical with that by which a subsisting will be remedied. Some have suggested company is already registered, or so nearly that there should be a certain number of resembling the same as to be calculated to barristers and solicitors appointed as offi- deceive; s. 7. cial referees to take these cases in rotation, the form marked A. in the Schedule hereto, or

The memorandum of association shall be in like the conveyancing counsel on references

as near thereto as circumstances admit, and in Chancery. If this suggestion should be it shall, when registered, bind the company to adopted, the officers selected should com- the same extent as if every shareholder therein prise members of both branches of the had subscribed his name and affixed his seal Profession, for there are many cases which thereto, and there were in such memorandum would be more easily understood and more contained on the part of himself, his heirs, satisfactorily settled by solicitors than by conform to all the regulations of such femo

executors, and administrators, a covenant to barristers.

randum, subject to the provisions of this Act ;

S. 8. LIMITED LIABILITY PARTNERSHIPS Every subscriber of the memorandum of AND JOINT-STOCK COMPANIES.

association shall take one share at the least in

the company: The number of shares taken by Having laid before our readers the in such memorandum of association, and upon

each subscriber shall be set opposite his name clauses in the Partnership. Amendment the incorporation of the company he shall be Bill (p. 283, ante), and a brief analysis of entered in the register of shareholders bereinthe Joint-Stock Companies Bill (pp. 283- after mentioned as a shareholder to the extent 285), we proceed now to state such of the of the shares he has taken ; s. 9. clauses in the second Bill as relate to the The memorandum of association may be constitution and incorporation of companies accompanied by or have annexed thereto or and associations, including both classes, endorsed thereon articles of association, signed whether limited or unlimited :

by the subscribers to the memorandum of as

sociation, and prescribing regulations for the Seven or more persons, associated for any company; but if no such regulations are prelawful purpose, may, by subscribing their scribed, or so far as the same do not extend to names to a memorandum of association, and modify the regulations contained in the Table otherwise complying with the requisitions of marked B. in the Schedule hereto, such lastthis Act in respect of registration, form them- mentioned regulations shall, so far as the same selves into an incorporated company, with or are applicable, be deemed to be the regulations without limited liability; $. 4.

of the company, and shall be binding thereon Not more than 20 persons shall associate in the same manner and to the same extent as together for carrying on any trade or business if they had been inserted in articles of associahaving gain for its object, unless they are re- tion, and such articles had been registered: gistered as a company under this Act, or are Any regulation contained in the articles of authorised so to associate together by some association inconsistent with any of the preother Act of Parliament or by Royal Charter, visions of this Act shall be void; s. 10. and if any persons associate together contrary The articles of association shall be in the to this provision, every person so associating form of the articles of association appearing in shall be severally liable for the whole debts of the Table marked C. in the Schedule hereto, the association, and may be sued therefor or as near thereto as circumstances admit: without joining any other members of the They shall, when registered, bind the comassociation; s. 5.

pany and the shareholders therein to the same The memorandum of association shall pre-extent as if each shareholder had subscribed seribe the following things ; (that is to say,) his name and affixed his seal thereto, and there

Limited Liability Partnerships and Joint-Stock Companies.

297 were in such articles contained, on the part of (1.) The names and addresses of the sharehimself, his heirs, executors, and administra- holders in the company and the shares tors, a covenant to obey all the regulations of held by them : such articles, subject to the provisions of this (2.) The amount paid on the shares of each Act; s. 11.

shareholder: The memorandum of association and the ar. (3.) The date at which the name of any ticles of association shall respectively bear the person was entered in the register as a same stamps as if they were deeds : Any per- shareholder: son signing a printed copy of the memorandum (4.) The date at which any person ceased to of association or articles of association shall be shareholder in respect of any share ; be deemed to have signed such memorandum s. 16. and articles respectively, and where the proper stamp has been duly affixed on such memo- be made of all persons who, on a given day in

Once at the least in every year a list shall randum of association or articles of association such year, are holders of shares in the com. it shall not be necessary to stamp any printed pany, or have, during the year immediately copy so signed : The execution by any person preceding such day, held any shares therein ; of the memorandum of association or articles and such list shall state the names, addresses, of association shall be tested by one witness at and occupations of all the persons therein menthe least; s. 12. · The memorandum of association and articles of them, and shall contain a suminary specify

tioned, and the number of shares held by each of association shall be registered by the regis. ing the following particulars : trar of companies. There shall be charged in respect of registration the fees mentioned in (1.) The amount of the nominal capital of the Table marked D. in the Schedule hereto, the company, and the number of shares or such other fees as the Board of Trade may

into which it is divided : from time to time direct; and all fees so

(2.) The number of shares taken from the charged shall be paid into the receipt of her

commencement of the company up to the Majesty's Exchequer at Westminster, and be

date of the summary : carried to the account of the Consolidated

(3.) The amount of calls made on each share: Fund of the United Kingdom of Great Britain (4.) The total amount of calls that have been and Ireland ; s. 13.

received: Upon any oth meanorandum of association, (5.) The total amount of calls unpaid : either with or witsoust articles of association as the above list and summary shall be contained aforesaid, being registered, the registrar shall in a separate part of the register, and may be certify under his hand that the company is in- in the Form inarked E. in the Schedule herecorporated, and in the case of a limited corn-to; s. 17. pany that the company is limited : The sub- If any company makes default in keeping a scribers of the memorandum of association, register of shareholders, in compliance with together with such other persons as may froin the foregoing rules, such company shall incur time to time become shareholders in the com- a penalty not exceeding 51. for every day dupany, shall thereupon be a body corporate by ring which such default continues ; s. 18. the name prescribed in the memorandum of No notice of any trust, express or implied association, having a perpetual succession and or constructive, shall be entered on the register a cominon seal, with power to hold lands; but or receivable by the company; and every perwith such pecuniary liability on the part of the son who has accepted any share in a company, shareholders as is hereinafter mentioned: The and whose name is entered in the register of certificate of incorporation given by the regis. shareholders, and no other person (except a trar shall be conclusive evidence that all the subscriber to the memorandum of association requisitions of this Act in respect of registra- in respect of the shares subscribed for by him) tion have been complied with; and the date of shall for the purposes of this Act be deemed to such certificate shall be deemed to be the date be a shareholder; s. 19. of the incorporation of the company or asso. The transfer of any share in the company ciation ; s. 14.

shall be by deed duly stamped, in which the As soon as a certificate of incorporation has pecuniary consideration, if any, shall be truly been granted, the subscribers may issue certi- stated: Such deed shall be executed both by the ficates of shares to themselves and to other transferror and transferree: 'The transferror persons to whom shares may be allotted : The shall be deemed to remain a holder of such shares so issued shall be personal estate, and share until the name of the transferree is enshall not be of the nature of real estate : And tered in the register book in respect thereof; each share shall be distinguished by its ap- s. 20. propriate number; s. 15.

On the presentation of any transfer duly exRegister of Shareholders.

ecuted, the company shall forthwith cause the Every company registered under this Act, name of the transferree to be entered in the hereinafter referred to as “The Company," register together with the date of the entry so shall cause to be kept in one or more books, made ; s. 21.

A certificate under the common seal of the as may be most convenient, a register of shareholders, and there shall be entered therein the company, specifying any share or shares held following particulars :

by any shareholder, shall be primá facie evi,

298

Limited Liability Partnerships and Joint-Stock Companies. dence of the title of the shareholder to the (2.) The Board of Trade may make such reshare or shares therein specified ; s. 22.

gulations as they think fit with respect to The amount of calls for the time being un- ihe duties to be performed by any such paid on any share shall be deemed to be a registrars, assistant registrars, clerks, and specialty debt due from the holder of such servants as aforesaid : share to the company; 6. 23.

(3.) The Board of Trade may from time to The register of shareholders shall be kept at time determine the place or places at such principal office of the company as is here- which offices for the registration of comin-after mentioned; except when closed as panies are to be established: herein-after mentioned, it shall at all times (4.) The Board of Trade may from time to during business hours, but subject to such time direct a seal or seals to be prepared reasonable restrictions as the company may

for the authentication of any documents impose, be open to the inspection of any share- required for or connected with the regisholder gratis, and to the inspection of any

tration of companies : other person on the payment of 1s., or such (5.) Every person may inspect the documents less sum as the company may prescribe for kept by the registrar of companies ; and each inspection, and any person inspecting there shall be paid for such inspection such register may make extracts therefrom; if such fees as may be appointed by the such inspection is refused, the company shall in- Board of Trade, not exceeding 1s. for cur for each refusal a penalty not exceeding 21., each inspection ; and any person may reand a further penalty of 21. for every day dur- quire a copy or extract of any document ing which such refusal continues; s. 24.

or any part of any document, to be certiThe company may, upon giving notice by fied by the registrar, and there shall be advertisement in some newspaper circulating paid for such certified copy or extract in the district in which the principal office of such fee as the Board of Trade may ap-. the company is situated, close the register of point, not exceeding 6d. for each folio of shareholders for any time or times not exceed- such copy or extract; and such certified ing on the whole 21 days on each year, and the copy shall be prima facie evidence of the right to register any transfer that may be made matters therein contained in all legal proat a time when the transfer books are closed ceedings whatever. shall, for the purposes of this Act, be deemed (6.) The existing registrar, assistant registo have accrued immediately upon the expira- trars, clerks, and other officers and sertion of such time of closing ; s. 25.

vants in the office for the registration of If the name of any person is improperly en- joint-stock companies, shall, during the tered or omitted to be entered, erased or omitted pleasure of the Board of Trade, hold the to be erased, in or from the register of share- offices, and receive the salaries hitherto holders, he may, by motion in any of her Ma- held and received by them, but they shall jesty's Superior Courts of Law or Equity, ap- in the execution of their duties conform ply to such Court for an order that the register to any regulations that may be issued by may be rectified, and the Court, if satisfied of the Board of Trade: the fact, may make an order accordingly, and (7.) There shall be paid to any registrar, asmay direct the company to pay all the costs of sistant registrar, clerk, or servant that such motion, and any damages the party ag- may hereafter be employed in the regisgrieved may have sustained; but no such or- tration of companies such salary as the der shall be made unless notice of such in- Board of Trade may, with the sanction of tended motion has been served on the com- the Commissioners of the Treasury, dipany ; s. 26.

rect : The register of shareholders shall be evidence (8.) Whenever any Act is herein directed to of any matters hereby directed or authorised be done to or by the registrar of compato be inserted therein; s. 27.

nies, such Act shall, until the Board of Copies of the memorandum of association Trade otherwise directs, be done in Engand articles of association shall be forwarded land to or by the existing registrar of to every shareholder, at his request, on pay- joint-stock companies, or in his absence ment of the sum of 1s. for each copy, or such by the assistant registrar, and in Ireland other less sum as may be prescribed by the to or by the existing assistant registrar of company; s. 28.

joint-stock companies for Ireland; but in Registration Office.'

the event of the Board of Trade altering

the constitution of the existing registry The registration of companies shall be con- office such Act shall be done to or by ducted as follows; (that is to say,)

such officer or officers and at such place (1.) The Board of Trade may from time to time appoint and remove such registrars,

or places as the Board of Trade may apassistant registrars, clerks, and servants

point; s. 99. as they may think necessary for the regis

Temporary Provisions." tration of companies under this Act : With the exception of an insurance com1 We deem it convenient to insert here the

pany, any company completely registered under clause relating to the Registration office, though

These provisions are transposed here from differently arranged in the Bill.

a subsequent part of the Bill.

in the county

of

325

.

Limited Liability Partnerships.-Police (Counties and Boroughs) Bill. 299 the 8th Vict., or formed by charter, or incorpo- " 3. Thomas Green of

in the county of

30 sent of at least three-fourths in number and “ 4. John Thompson of value of such of its shareholders as may be of

40 present, personally or by proxy, at any general“ 5. Caleb White of

in the county meeting summoned for that purpose, and upon

of

15 complying with the provisions of this Act, re- “6. Andrew Brown of

in the county gister themselves as a company with limited of

5 liability under this Act, and upon such regis- - 7. Cæsar White of

in the county tration being completed such company shall

10 become subject to all the provisions of this Act; 8. 106.

Total shares taken For the purpose of being registered as a company with limited liability under this Act The clauses relating to the Management and any company, except as aforesaid, completely Administration of companies, which form the registered under the said Act of 8 Vict. c. 110, 2nd part of the Bill and the Winding-up may change its name and do any other Act clauses, comprised in the 3rd part, or such of that may be necessary, but no such registration them as may be necessary, will be given next with limited liability shall take place unless week. previous notice of an intention to apply for the same has been advertised once at least in four successive weeks in some newspaper circulating POLICE (COUNTIES AND BOROUGHS)

BILL. in the county in which the principal office of the company is situate ; s. 107.

PREAMBLE recites 2 & 3 Vict. c. 93; 3 & 4 The power hereby given to any company of registering with limited liability under this Act Vict. c. 88; 5 & 6 Wm. 4, c. 76. shall not prejudice or affect any right which Where a constabulary is not already estapreviously to such registration has accrued to blished for the whole of a county, quarter sesany creditor or other person against the com

sions to cause the same to be established ; s. 1. pany in its corporate capacity, or against any person then being or having been a member of Her Majesty may, by order in Council, resuch company, but every such creditor or quire separate police districts to be constituted other person shall be entitled to all such re- in counties; s. 2. medies against the company in its corporate

Her Majesty in Council, on representations capacity, and against every person then being or having been a member of such company, as from boroughs, may arrange terms of consolihe would have been entitled to in case such re- dation with counties; s. 3. gistration bad not taken place; s. 108. County constables to have the like powers,

&c., in boroughs as borough constables have The following is the Form referred to in the in counties ; s. 4. 8th Section :

Constables to perform duties connected with Memorandum of Association of the “ Eastern the police as directed by the justices or Watch Steam Packet Company Limited.”

Committee or by regulations ; s. 5. 1st. The name of the company is “The

Provisions of 2 & 3 Vict. c. 93, s. 3, as to Eastern Steam Packet Company Limited.”

2nd. The objects for which the company is Secretary of State's making rules for governestablished are, “ the conveyance of passengers ment, pay, &c., of county police extended to and goods in ships and boats between such borough police; s. 6. places as the company may from time to time

Borough constables disqualified from voting determine, and the doing all such other things as are incidental or conducive to the attainment at certain elections ; s. 7. of the above object.”

Chief constable to make such reports to Se3rd. The liability of shareholders is "limited.” cretary of State as he may require ; s. 8. 4th. The nominal capital of the company is

Power to grant superannuations to chief 200,0001., divided into 1,000 shares of 2001. each.

constables ; s. 9. We, the several persons whose names are Her Majesty may appoint inspectors for in

subscribed, are desirous of being formed quiring into efficiency of police, &c.; s. 10. into a company, in pursuance of this me- On establishment of an efficient police, onemorandum of association, and we respectively agree to take the number of shares fourth the charge for pay and clothing to be in the capital of the company set opposite paid by the Treasury ; s. 11. • our respective names.

But no payment to be made to the police of “1. John Jones of

in the county

boroughs with a population under 5,000 not of

200 “ 2. John Smith of in the county

consolidated with county police; 8. 12. of

25

Agreements for consolidation not to be de

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