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Exclusion of Solicitors from Commissions of the Peace.-Arbitration Delays.
EXCLUSION OF SOLICITORS
COMMISSIONS OF THE PEACE.
NOTICE of the introduction of a Bill to
amend the Law relating to the Qualification of Justices of the Peace, has just been given by Mr. Colville. During the progress of the measure will be the time to bring forward the grievance of excluding
wich and Lincoln, practising solicitors would have been selected but the rule to exclude them was known and acted upon."
It is stated that this exclusion rests upon rule made by the Lord Chancellor, who issues the Commission; but we think it originated with the Secretary of State for not exactly aware. the Home Department, at what time we are
Law Society, that the Profession ought to We concur in opinion with the Yorkshire Solicitors from Commissions of the Peace. By the 6 & 7 Vict. c. 73 (re-enacting some the members of it generally eligible for the ask for a legislative enactment, rendering of the provisions of former Statutes), they office of magistrate, not only in cities and are entitled by the 34th section to hold the office of Justice of the Peace in any City or boroughs but also in counties,--and we 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 justices of the peace by charter, commis- professionally in General or Petty Sessions in the districts for which they act as masion, or otherwise. The 33rd section excludes them whilst practising, from being objection that can be justly made, on pubgistrates. This course would meet every justices of the peace for any county.
It is admitted whilst an Attorney, during his appointment as a magistrate, ought not to practise either at the Quarter or Petty Sessions within the district for which he is appointed; indeed, many Solicitors have very little practice of that kind, and would no doubt willingly relinquish it altogether. The Yorkshire Law Society in their Report of the 10th October last, state from the valuable information they have collected
Ireland is there any disqualification of So-
We would suggest that a parliamentary return be moved for, requiring a copy of the rule or regulation under which Attorneys and Solicitors are excluded from Commissions of the Peace, with the date of such rule or regulation. It may also be desirable to have the names of all Attorneys
"That in 148 cities and boroughs at the time of the passing of the Municipal Corporation Act, 5 & 6 Wm. 4, c. 76, and in the five years immediately preceding, 74 practising solicitors were mayors, or chief officers of cities or boroughs, all of whom, or very nearly so, were 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 gentlemen, 43 have held the appointment twice, 13 three times, 5 four times, 2 five times, and 1 six times.
ARBITRATION DELAYS AND
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, Os- sions the references to barristers are unnewestry, Marlborough, and Bodmin, practising cessarily prolonged, and the costs increased solicitors have been recommended by the town councils for the appointment, but have notwithstanding such recommendation, been exA learned friend as arbitrator is agreed cluded, whilst, in other places, such as Nor-upon between the counsel for the plaintiff and defendant, and the papers are laid be2 The 2nd reading is appointed for the 27th inst. fore him. He appoints a meeting. One
rather than diminished.
Arbitration Delays and Expenses.-Limited Liability Partnerships.
of the parties who has got a difficult case attends by counsel, and the attorney on the other side is driven to do the same. The meeting takes place, and after an hour or two of preliminary fencing and dispute one of the three learned gentlemen is called elsewhere; another meeting is appointed the next week, and perhaps is then put off or takes place, and is again adjourned. Thus a controversy that might be settled in two or three days lasts for months, and each meeting costs for the fees of arbitrator, counsel, attorneys, and witnesses, scarcely ever less than 157., and often as much more.
We point this grievance out, trusting it will be remedied. Some have suggested that there should be a certain number of barristers and solicitors appointed as official referees to take these cases in rotation, like the conveyancing counsel on references in Chancery. If this suggestion should be adopted, the officers selected should comprise members of both branches of the Profession, for there are many cases which would be more easily understood and more satisfactorily settled by solicitors than by
LIMITED LIABILITY PARTNERSHIPS
HAVING laid before our readers the clauses in the Partnership Amendment Bill (p. 283, ante), and a brief analysis of the Joint-Stock Companies Bill (pp. 283285), we proceed now to state such of the clauses in the second Bill as relate to the constitution and incorporation of companies and associations, including both classes, whether limited or unlimited :
Seven or more persons, associated for any lawful purpose, may, by subscribing their names to a memorandum of association, and otherwise complying with the requisitions of this Act in respect of registration, form themselves into an incorporated company, with or without limited liability; s. 4.
1. The name of the proposed company;
3. The liability of the shareholders, whether
4. The amount of the nominal capital of the proposed company;
5. The number of shares into which such capital is to be divided, and the amount of each share; subject to the following restriction:
That in the case of a company formed with limited liability, and hereinafter called a limited company, the word "limited" is to be the last word in the name of the company; s. 6.
No company shall be registered under a name identical with that by which a subsisting company is already registered, or so nearly resembling the same as to be calculated to deceive; s. 7.
the form marked A. in the Schedule hereto, or as near thereto as circumstances admit, and it shall, when registered, bind the company to the same extent as if every shareholder therein had subscribed his name and affixed his seal thereto, and there were in such memorandum contained on the part of himself, his heirs, conform to all the regulations of such memoexecutors, and administrators, a covenant to randum, subject to the provisions of this Act; s. 8.
The memorandum of association shall be in
Every subscriber of the memorandum of association shall take one share at the least in the company: The number of shares taken by in such memorandum of association, and upon each subscriber shall be set opposite his name the incorporation of the company he shall be entered in the register of shareholders hereinafter mentioned as a shareholder to the extent of the shares he has taken; s. 9.
The memorandum of association may be accompanied by or have annexed thereto or endorsed thereon articles of association, signed by the subscribers to the memorandum of association, and prescribing regulations for the company; but if no such regulations are prescribed, or so far as the same do not extend to modify the regulations contained in the Table marked B. in the Schedule hereto, such lastmentioned regulations shall, so far as the same are applicable, be deemed to be the regulations of the company, and shall be binding thereon in the same manner and to the same extent as if they had been inserted in articles of association, and such articles had been registered: Any regulation contained in the articles of association inconsistent with any of the provisions of this Act shall be void; s. 10.
Not more than 20 persons shall associate together for carrying on any trade or business having gain for its object, unless they are registered as a company under this Act, or are authorised so to associate together by some other Act of Parliament or by Royal Charter, and if any persons associate together contrary 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 association; s. 5.
The articles of association shall be in the
They shall, when registered, bind the company and the shareholders therein to the same pre-extent as if each shareholder had subscribed his name and affixed his seal thereto, and there
The memorandum of association shall scribe the following things; (that is to say,)
Limited Liability Partnerships and Joint-Stock Companies.
were in such articles contained, on the part of himself, his heirs, executors, and administrators, a covenant to obey all the regulations of such articles, subject to the provisions of this Act; s. 11.
The memorandum of association and the articles of association shall respectively bear the same stamps as if they were deeds: Any person signing a printed copy of the memorandum of association or articles of association shall be deemed to have signed such memorandum and articles respectively, and where the proper stamp has been duly affixed on such memorandum of association or articles of association it shall not be necessary to stamp any printed copy so signed: The execution by any person of the memorandum of association or articles of association shall be tested by one witness at the least; s. 12.
(1.) The names and addresses of the shareholders in the company and the shares held by them:
(2.) The amount paid on the shares of each shareholder:
(3.) The date at which the name of any
person was entered in the register as a shareholder:
(4.) The date at which any person ceased to be shareholder in respect of any share; s. 16.
be made of all persons who, on a given day in Once at the least in every year a list shall such year, are holders of shares in the compreceding such day, held any shares therein; pany, or have, during the year immediately and such list shall state the names, addresses, and occupations of all the persons therein menof them, and shall contain a summary specifytioned, and the number of shares held by each the following particulars:
The memorandum of association and articles of association shall be registered by the regising trar of companies. There shall be charged in respect of registration the fees mentioned in the Table marked D. in the Schedule hereto, or such other fees as the Board of Trade may from time to time direct; and all fees so charged shall be paid into the receipt of her Majesty's Exchequer at Westminster, and be carried to the account of the Consolidated Fund of the United Kingdom of Great Britain and Ireland; s. 13.
Upon any such memorandum of association, either with or without articles of association as aforesaid, being registered, the registrar shall certify under his hand that the company is incorporated, and in the case of a limited conpany that the company is limited: The subscribers of the memorandum of association, together with such other persons as may froin time to time become shareholders in the company, shall thereupon be a body corporate by the name prescribed in the memorandum of association, having a perpetual succession and a common seal, with power to hold lands; but with such pecuniary liability on the part of the shareholders as is hereinafter mentioned: The certificate of incorporation given by the regis trar shall be conclusive evidence that all the requisitions of this Act in respect of registration have been complied with; and the date of such certificate shall be deemed to be the date of the incorporation of the company or association; s. 14.
As soon as a certificate of incorporation has been granted, the subscribers may issue certificates of shares to themselves and to other persons to whom shares may be allotted: The shares so issued shall be personal estate, and shall not be of the nature of real estate: And each share shall be distinguished by its appropriate number; s. 15.
Register of Shareholders. Every company registered under this Act, hereinafter referred to as "The Company," shall cause to be kept in one or more books, as may be most convenient, a register of shareholders, and there shall be entered therein the following particulars :
(1.) The amount of the nominal capital of the company, and the number of shares into which it is divided:
(2.) The number of shares taken from the commencement of the company up to the date of the summary:
(3.) The amount of calls made on each share: (4.) The total amount of calls that have been received:
(5.) The total amount of calls unpaid : The above list and summary shall be contained in a separate part of the register, and may be in the Form marked E. in the Schedule hereto; s. 17.
If any company makes default in keeping a register of shareholders, in compliance with the foregoing rules, such company shall incur a penalty not exceeding 51. for every day during which such default continues; s. 18.
No notice of any trust, express or implied or constructive, shall be entered on the register or receivable by the company; and every person who has accepted any share in a company, and whose name is entered in the register of shareholders, and no other person (except a subscriber to the memorandum of association in respect of the shares subscribed for by him) shall for the purposes of this Act be deemed to be a shareholder; s. 19.
The transfer of any share in the company shall be by deed duly stamped, in which the pecuniary consideration, if any, shall be truly stated: Such deed shall be executed both by the transferror and transferree: The transferror shall be deemed to remain a holder of such share until the name of the transferrce is entered in the register book in respect thereof; s. 20.
On the presentation of any transfer duly executed, the company shall forthwith cause the name of the transferree to be entered in the register together with the date of the entry so made; s. 21.
A certificate under the common seal of the company, specifying any share or shares held by any shareholder, shall be prima facie evi
Limited Liability Partnerships and Joint-Stock Companies.
dence of the title of the shareholder to the share or shares therein specified; s. 22.
The amount of calls for the time being unpaid on any share shall be deemed to be a specialty debt due from the holder of such share to the company; s. 23.
The register of shareholders shall be kept at such principal office of the company as is herein-after mentioned; except when closed as herein-after mentioned, it shall at all times during business hours, but subject to such reasonable restrictions as the company may impose, be open to the inspection of any shareholder gratis, and to the inspection of any other person on the payment of Is., or such less sum as the company may prescribe for each inspection, and any person inspecting such register may make extracts therefrom; if such inspection is refused, the company shall incur for each refusal a penalty not exceeding 21., and a further penalty of 21. for every day during which such refusal continues; s. 24.
The company may, upon giving notice by advertisement in some newspaper circulating in the district in which the principal office of the company is situated, close the register of shareholders for any time or times not exceeding on the whole 21 days on each year, and the right to register any transfer that may be made at a time when the transfer books are closed shall, for the purposes of this Act, be deemed to have accrued immediately upon the expiration of such time of closing; s. 25.
If the name of any person is improperly entered or omitted to be entered, erased or omitted to be erased, in or from the register of shareholders, he may, by motion in any of her Majesty's Superior Courts of Law or Equity, apply to such Court for an order that the register may be rectified, and the Court, if satisfied of the fact, may make an order accordingly, and may direct the company to pay all the costs of such motion, and any damages the party aggrieved may have sustained; but no such order shall be made unless notice of such intended motion has been served on the company; s. 26.
The register of shareholders shall be evidence of any matters hereby directed or authorised to be inserted therein; s. 27.
Copies of the memorandum of association and articles of association shall be forwarded to every shareholder, at his request, on payment of the sum of 1s. for each copy, or such other less sum as may be prescribed by the company; s. 28.
(2.) The Board of Trade may make such regulations as they think fit with respect to the duties to be performed by any such registrars, assistant registrars, clerks, and servants as aforesaid:
(3.) The Board of Trade may from time to time determine the place or places at which offices for the registration of companies are to be established:
(4.) The Board of Trade may from time to time direct a seal or seals to be prepared for the authentication of any documents required for or connected with the regietration of companies:
(5.) Every person may inspect the documents kept by the registrar of companies; and there shall be paid for such inspection such fees as may be appointed by the Board of Trade, not exceeding 1s. for each inspection; and any person may require a copy or extract of any document or any part of any document, to be certified by the registrar, and there shall be paid for such certified copy or extract such fee as the Board of Trade may ap point, not exceeding 6d. for each folio of such copy or extract; and such certified copy shall be prima facie evidence of the matters therein contained in all legal proceedings whatever.
(6.) The existing registrar, assistant registrars, clerks, and other officers and servants in the office for the registration of joint-stock companies, shall, during the pleasure of the Board of Trade, hold the offices, and receive the salaries hitherto held and received by them, but they shall in the execution of their duties conform to any regulations that may be issued by the Board of Trade:
(7.) There shall be paid to any registrar, assistant registrar, clerk, or servant that may hereafter be employed in the registration of companies such salary as the Board of Trade may, with the sanction of the Commissioners of the Treasury, di
(8.) Whenever any Act is herein directed to be done to or by the registrar of compa nies, such Act shall, until the Board of Trade otherwise directs, be done in England to or by the existing registrar of joint-stock companies, or in his absence by the assistant registrar, and in Ireland to or by the existing assistant registrar of joint-stock companies for Ireland; but in the event of the Board of Trade altering the constitution of the existing registry office such Act shall be done to or by such officer or officers and at such place or places as the Board of Trade may appoint; s. 99.
With the exception of an insurance company, any company completely registered under
"4. John Thompson of
in the county
Limited Liability Partnerships.-Police (Counties and Boroughs) Bill. the 8th Vict., or formed by charter, or incorpo-" 3. Thomas Green of rated by Act of Parliament, may, with the consent of at least three-fourths in number and value of such of its shareholders as may be present, personally or by proxy, at any general meeting summoned for that purpose, and upon complying with the provisions of this Act, register themselves as a company with limited liability under this Act, and upon such regis-"7. tration being completed such company shall become subject to all the provisions of this Act; s. 106.
"6. Andrew Brown of
Cæsar White of
in the county
in the county
in the county
in the county
The clauses relating to the Management and Administration of companies, which form the 2nd part of the Bill and the Winding-up clauses, comprised in the 3rd part, or such of them as may be necessary, will be given next
For the purpose of being registered as a company with limited liability under this Act any company, except as aforesaid, completely registered under the said Act of 8 Vict. c. 110, may change its name and do any other Act that may be necessary, but no such registration 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) in the county in which the principal office of the company is situate; s. 107.
PREAMBLE recites 2 & 3 Vict. c. 93; 3 & 4 Vict. c. 88; 5 & 6 Wm. 4, c. 76.
Where a constabulary is not already established for the whole of a county, quarter ses
sions to cause the same to be established; s. 1. Her Majesty may, by order in Council, require separate police districts to be constituted in counties; s. 2.
The power hereby given to any company of registering with limited liability under this Act shall not prejudice or affect any right which previously to such registration has accrued to any creditor or other person against the company in its corporate capacity, or against any person then being or having been a member of such company, but every such creditor or other person shall be entitled to all such remedies against the company in its corporate capacity, and against every person then being Her Majesty in Council, on representations 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 had 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:Memorandum of Association of the "Eastern
Steam Packet Company Limited."
1st. The name of the company is "The Eastern Steam Packet Company Limited."
2nd. The objects for which the company is established are," the conveyance of passengers and goods in ships and boats between such places as the company may from time to time determine, and the doing all such other things as are incidental or conducive to the attainment of the above object."
3rd. The liability of shareholders is "limited." 4th. The nominal capital of the company is 200,0007., divided into 1,000 shares of 2007. each.
We, the several persons whose names are subscribed, are desirous of being formed into a company, in pursuance of this memorandum of association, and we respectively agree to take the number of shares in the capital of the company set opposite our respective names. "1. John Jones of
Constables to perform duties connected with the police as directed by the justices or Watch Committee or by regulations; s. 5.
Provisions of 2 & 3 Vict. c. 93, s. 3, as to Secretary of State's making rules for government, pay, &c., of county police extended to borough police; s. 6.
Borough constables disqualified from voting at certain elections; s. 7.
Chief constable to make such reports to Secretary of State as he may require; s. 8.
Power to grant superannuations to chief constables; s. 9.
Her Majesty may appoint inspectors for inquiring into efficiency of police, &c.; s. 10.
On establishment of an efficient police, onefourth the charge for pay and clothing to be paid by the Treasury; s. 11.
But no payment to be made to the police of boroughs with a population under 5,000 not consolidated with county police; s. 12. Agreements for consolidation not to be de