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29 Vic. c. 5. tuted, or to be instituted, by or against the Company; and any

legal proceedings may be continued or commenced against the Company by its new name that might have been continued or commenced against the Company by its former name.

pany to be

Distribution of Capital and Liability of Members of Companies

and Associations under this Act.

DISTRIBUTION OF CAPITAL. Share or inte- XVII. The shares or other interest of a Member in a Company rest in Com- under this Act shall be Personal Estate, capable of being trans

ferred in manner provided by the regulations of the Company, personalty.

and shall not be of the nature of Real Estate ; and each share shall in the case of a Company having a capital divided into

shares, be distinguished by its appropriate number. Definition of XVIII. The subscribers of the Memorandum of Association of Member.

any Company under this Act shall be deemed to have agreed to become Members of the Company whose Memorandum they have subscribed, and upon the Registration of the Company shall be entered as Members on the Register of Members hereinafter mentioned, and every other person who has agreed to become a Member of a Company under this Act, and whose name is entered on the Register of Members, shall be deemed to be a Member of

the Company Transfer by XIX. Any transfer of the share or other interest of a deceased Personal Re.

Member of a Company under this Act, made by his Personal presentative.

Representative, shall, notwithstanding such Personal Representative may not himself be a Member, be of the same validity as if he had been a Member at the time of the execution of the instru

ment of transfer. Register of XX. Every Company under this Act shall cause to be kept in Members. one or more books a Register of its Members, and there shall be

entered therein the following particulars :
1st. The names and addresses, and the occupations, if any,

of the Members of the Company, with the addition, in the case of a Company having a capital divided into shares, of a statement of the shares held by each Member, distingishing each share by its number ; and of the amount paid, or agreed to be considered as paid, on the Shares of

each Member. 2nd. The date at which the name of any person was entered on

the Register as a Member. 3rd. The date at which any person ceased to be a Member. And any Company acting in contravention of this section shall incur a penalty not exceeding five pounds for every day during which its default in complying with the provisions of this section continues ; and every Director or Manager of the Company who shall knowingly and wilfully authorize, or permit such

contravention, shall incur the like penalty. Annual list of

XXI. Every Company under this Act, and having a capital Members and divided into shares, shall make, once at least in every year, a list return of of all persons who, on the fourteenth day succeeding the day on capital, shares, which the Ordinary General Meeting, or if there is more than one calls, &c.

Ordinary Meeting in each year, the first of such Ordinary General

persons who

Meetings is held, are Members of the Company ; and such list 29 Vic. c. 5. shall state the names, addresses and occupations of all the Members therein mentioned, and the number of Shares held by each of them, and shall contain a summary specifying the following particulars :1st. The amount of the Capital of the Company, and the

number of Shares into which it is divided. 2nd. The number of Shares taken from the commencement of

the Company up to the date of the summary. 3rd. The amount of Calls made on each Share. 4th. The total amount of Calls received. 5th. The total amount of Calls unpaid. 6th. The total amount of Shares forfeited. 7th. The names, addresses and occupations of the

have ceased to be Members since the last list was made,

and the number of Shares held by each of them. The above list and summary shall be contained in a separate part of the register, and shall be completed within seven days after such fourteenth day, as is mentioned in this section, and a copy shall forthwith be forwarded to the Registrar of Records of the Colony, to be kept by him in his office with the original Memorandum of Association.

XXII. If any Company under this Act, and having a capital Penalty on divided into shares, make default in complying with the provisions Company not of this Act with respect to forwarding such list of members or making return. summary as is hereinbefore mentioned to the Registrar of Records, such Company shall incur a penalty not exceeding five pounds for every day during which such default continues; and every Director and Manager of the Company who shall knowingly and wilfully authorize or permit such default shall incur the like penalty.

XXIII. A certificate, under the common seal of the Company, Certificate of specifying any share or shares or stock held by any Member of a shares or stock. Company, shall be primâ facie evidence of the title of the Member to the share or shares or stock thereiu specified.

XXIV. The register of Members, commencing from the date Inspection of of the Registration of the Company shall be kept at the registered register. office of the Company hereinafter mentioned. Except when closed as hereinafter mentioned it shall during business hours, but subject to such reasonable restrictions as the Company in General Meeting may impose, so that not less than two hours in each day be appointed for inspection, be open to the inspection of any Member gratis, and the inspection of any other person on the payment of one shilling, or such less sum as the Company may prescribe for each inspection; and every such Member or other person may receive a copy of such register or of any part thereof, or of such list or summary of Members as is hereinbefore mentioned, on payment of sixpence for every hundred words required to be copied : If such inspection or copy is refused, the Company shall incur for each refusal a penalty not exceeding two pounds and a further penalty not exceeding two pounds for every day during which such refusal .continues; and every Director and Manager of the Company who shall knowingly authorize or permit such refusal shall incur the like penalty ; and in addition to the above penalty, any Judge sitting in Chambers may by order compel an immediate inspection of the register.

ter.

29 Vic. c. 5. XXV. Where a Company has a capital divided into shares,

whether such shares may or may not have been converted into Notice of in stock, notice of any increase in such capital beyond the registered crease of capital capital, and where a Company has not a capital divided into and of mem

shares, notice of any increase in the number of Members beyond bers to be given the registered number shall be given to the Registrar of Records, to Registrar of Records. in the case of an increase of capital within thirty days from the

date of the passing of the resolution by which such increase has been authorized ; and in the case of an increase of Members, within thirty days from the time at which such increase of Members has been resolved on or has taken place; and the Registrar of Records shall forthwith record the amount of such increase of capital or Members: If such notice is not given within the period aforesaid, the Company in default shall incur a penalty not exceeding five pounds for every day during which such neglect to give notice continues; and every Director and Manager of the Company who shall knowingly and wilfully authorize or permit

such default shall incur a like penalty. Remedy for im XXVI. If the name of any person is, without sufficient cause, proper entry or entered in or omitted from the register of Members of any Comentry in regis. pany under this Act, or if default is made or unnecessary delay

takes place in entering on the register the fact of any person having ceased to be a Member of the Company, the person or Member aggrieved or any Member of the Company or the Company itself, may by motion in the General Court apply for an order that the register may be rectified; and the Court may either refuse such application with or without costs, to be paid by the applicant, or it may if satisfied of the justice of the case make an order for the rectification of the register, and may direct the Company to pay all the costs of such motion, application or petition, and any damages the party aggrieved may have sustained. The Court may in any proceeding under this section decide on any question relating to the title of any person who is a party to such proceeding to have his name entered in or omitted from the register, whether such question arises between two or more Members or alleged Members, or between any Members or alleged Members and the Company, and generally the Court may in such proceeding decide any question that it may be necessary or expedient to decide for the rectification of the register ; Provided that the Court may direct an issue to be tried, in which any ques

tion of law may be raised. Notice to XXVII. Whenever any order has been made rectifying the Registrar of

register, in the case of a Company hereby required to send a list rectification

of its Members to the Registrar of Records, the Court shall by of register.

its order direct that due notice of such rectification be given the

Registrar. Register to be XXVIII. The register of Members shall be primâ facie evidence. evidence of any matters by this Act directed or authorized to be

inserted therein,

Liability of present and past members of Company.

LIABILITY OF MEMBERS. XXIX. In the event of a Company formed under this Act being wound up, every present and past Member of such Company

shall be liable to contribute to the assets of the Company to

an amount sufficient for payment of the debts and liabilities of 29 Vic. c. 5.
the Company, and the costs, charges and expenses of the winding-
up and for the payment of such sums as may be required for the
adjustment of the rights of the contributories amongst themselves,
with the qualifications following ; that is to say :--
1. No past Member shall be liable to contribute to the assets of

the Company if he has ceased to be a Member for a period
of one year or upwards, prior to the commencement of the

winding-up:
2. No past member shall be liable to contribute in respect of

any debt or liability of the Company contracted after the

time at which he ceased to be a member:
3. No past member shall be liable to contribute to the assets of

the Company unless it appears to the Court that the exist-
ing members are unable to satisfy the contributions required

to be made by them in pursuance of this Act:
4. In case of a Company limited by shares, no contribution

shall be required from any member exceeding the amount,
if any, unpaid on the shares in respect of which he is liable

as a present or past member :
5. In the case of a Company limited by guarantee, no con-

tribution shall be required from any member exceeding the
amount of the undertaking entered into on his behalf by

the Memorandum of Association :
6. Nothing in this Act contained shall invalidate any provision

contained in any policy of insurance or other contract
whereby the liability of individual members upon any such
policy or contract is restricted, or whereby the funds of the
Company are alone made liable in respect of such policy or

contract :
7. No sum due to any member of a Company, in his character

of a member, by way of dividends, profits, or otherwise,
shall be deemed to be a debt of the Company, payable
to such member in a case of competition between himself
and any other creditor not being a member of the Company;
but any such sum may be taken into account, for the
purposes of the final adjustment of the rights of the con-
tributories amongst themselves.

PART III.

Management and Administration of Companies and

Associations under this Act. PROVISION FOR PROTECTION OF CREDITORS. XXX. Every Company under this Act shall have a Registered Registered Office, to which all communications and notices may be addressed. Office of ComIf any Company under this Act carries on business without having pany. snch an office, it shall incur a penalty not exceeding five pounds for every day during which business is so carried on.

XXXI. Notice of the situation of such registered office, and Notice of of any change therein, shall be given to the Registrar of Records, situation of and recorded by him, and shall be published in three successive registered

office. numbers of the official newspaper. Until such notice is given and published, the Company shall not be deemed to have complied

29 Vic. e. 5. with the provisions of this Act, with respect to having a registered

office. Publication of XXXII. Every Limited Company under this Act, whether name by a limited by shares or by guarantee, shall paint or affix, and shall limited Com

keep painted or affixed, its name on the outside of every office or pany.

place in which the business of the Company is carried on, in a conspicuous position, in letters easily legible, and shall have its name engraven in legible characters on its seal, and shall have its name mentioned in legible characters in all notices, advertisements and other official publications of such Company, and in all bills of exchange, promissory notes, endorsements, cheques, and orders for money or goods purporting to be signed by or on behalf of such Company, and in all bills of parcels, invoices, receipts and letters

of credit of the company. Penalties on XXXIII. If any Limited Company under this Act does not non-publica

paint or affix, and keep painted or affixed, its name in manner tion of name.

directed by this Act, it shall be liable to a penalty not exceeding five pounds for not so painting or affixing its name, and for every day during which such name is not so kept painted or affixed, and every Director and Manager of the Company who shall knowingly and wilfully authorize or permit such default, shall be liable to the like penalty ; and if any Director, Manager or officer of such Company, or any person on its behalf, uses or authorizes the use of any scal purporting to be a seal of the Company, whereon its name is not so engraven as aforesaid, or issues or authorizes the issue of any notice, advertisement or other official publication of such Company, or signs or authorizes to be signed on behalf of such Company any bill of exchange, promissory note, endorsement, cheque, order for money or goods, or issues or authorizes to be issued any bills of parcels, invoice, receipt, or letter of credit of the Company, wherein its name is not mentioned in manner aforesaid, he shall be liable to a penalty of fifty pounds, and shall further be personally liable to the holder of any such bill of exchange, promissory note, cheque, or order for money or goods for the amount thereof, unless the same is duly paid by the

Company. Register of XXXIV. Every limited Company under this Act shall keep a mortgages. Register of all mortgages and charges specifically affecting pro

perty of the Company, and shall enter in such Register in respect of each mortgage or charge a short description of the property mortgaged or charged, the amount of charge created, and the names of the mortgagees or persons entitled to such charge. If any property of the Company is mortgaged or charged without such entry as aforesaid being made, every Director, Manager or other officer of the Company who knowingly and wilfully authorizes or permits the omission of such entry, shall incur a penalty not exceeding fifty pounds. The Register of Mortgages required by this section shall be open to inspection by any creditor or member of the Company at all reasonable times; and if such inspection is refused, any officer of the Company refusing the same, and every Director and Manager of the Company authorizing or knowingly and wilfully permitting such refusal, shall incur a penalty not exceeding two pounds for every day during which such refusal continues; and in addition to the above penalty, any Judge sitting

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