PREFACE.

THE object of this work is to bring together a body of Forms and Precedents for use in relation to the formation, working, and winding up of companies under the Acts of 1862 and 1867.

A considerable amount of space is devoted to notes explaining the Forms and Precedents, and illustrating them by references to the decided cases and to the Statutes.

The author trusts that the work will be found practically useful to members of both branches of the Profession. To render it such has been his aim throughout.

Considering that thousands of companies formed under the Acts above referred to are now carrying on business, and that in England alone during the past twelve months upwards of a thousand

new companies were formed, notwithstanding the prevalent commercial depression, it is obvious that the matters dealt with in the following pages concern the interests of an important section of the community.

5, NEW SQUARE, LINCOLN'S INN, April, 1877.

F. B. P.

TABLE OF CONTENTS.

AGREEMENTS.

INTRODUCTORY NOTES.

Preliminary agreements-Course usually pursued on formation
of company-Ratification- Supplemental agreement—
Liability of person purporting to contract as agent for
intended company-Power to rescind-Section 25 of the
Act of 1867-What is the "issue" of shares-Whether

contract must state consideration-And numbers-Allot-

ment to nominees-Articles not a contract within Section

25-What is "payment in cash" within that section—

Result of default in filing contract-Bona fide purchaser-

Rectification of register where contract not filed by mis-

take-What contracts must be under company's seal-

Provisions of Act of 1867 as to contracts-How contract

not under seal to be executed on behalf of a company-

Non-liability of agent signing "for" a company-Stamps

-Whether every contract under seal is a deed

PRECEDENTS.

1. Agreement for sale to intended company of business of

mechanical engineer, including leaseholds and chattels

-Consideration : cash and shares-Vendor not to carry

on similar business-Power to rescind .

2. Agreement to grant lease of brick-works to company-

-Consideration: cash, shares, rent, and royalty-Power

to rescind-Arbitration clause.

:

3. Agreement for sale to company of foreign mines-Con-

sideration cash, shares, and debentures-Vendor to

guarantee 10 per cent. on capital for three years, and to

pay preliminary expenses

:

4. Agreement for sale to company of foreign concession-Con-

sideration cash and shares-Working capital to be

raised by issue of debentures-Power to rescind if

public do not respond

PAGE

2-20

5. Agreement with agent for intended company to sell busi-

ness of warehouseman-Vendors in partnership-Con-

sideration cash and deferred shares-Vendors to

covenant not to carry on similar business; and not to

part with shares for a fixed period.

6. Agreement for sale to company of patented inventions and

contract-Consideration: cash and B. shares-Vendor

to give full information as to working-Contract to be

void if 500 shares not taken within specified period. .

7. Agreement to grant to intended company licence to use

patents-Consideration shares and royalty-Special

clauses to be inserted in licence

8. Agreement by company adopting contract made on its

behalf before its incorporation-For indorsement on

original contract

9. Agreement by company adopting with modifications con-

tract made on its behalf before its incorporation

10. Agreement to issue paid-up shares in satisfaction of debt

due by company

.

11. Agreement by debenture holder to accept paid-up shares

in satisfaction of monies due on debentures .

60

12. Agreement by debenture holder to accept payment in

preference shares

13. Agreement by debenture holder to accept payment in per-

petual mortgage debenture stock

14. Agreement to issue shares at a discount

15. Agreement for the appointment of a manager by a com-

pany-Remuneration: salary and share of profits-

Compensation in case of dismissal.

67

16. Agreement for appointment of secretary-Leave of absence

-Power to rescind .

68

MEMORANDA OF ASSOCIATION.

INTRODUCTORY NOTES.

Mode of forming company-Limited by shares-Limited by

guarantee Unlimited - Registration - Name-Royal-

Change of name- -Omission of word "Limited" by licence

-Office-Objects-General words-Guarantee-Capital-

Shares-Preference Shares-Effect of subscribing-Stamps

and fees

73-95

PRECEDENTS.

1. Memorandum of company limited by shares.

2. Memorandum of company limited by guarantee

3. Memorandum of company limited by guarantee and

registered pursuant to Section 23 of the Act of 1867,

without the word "Limited" as part of its name

4. Memorandum of Unlimited company

PAGE

96

98

99

102

Common forms for use in connection with objects clauses 103-108