been changed if the company had been formed originally by registration under the Act 1862. When alterations are competent, they are made by special resolution (sec. 196). When registration has taken place, all the provisions of the special act, letters patent, deed of settlement, contract of copartnery, or other instrument of formation, are deemed to be conditions and regulations of the company, in the same manner as if they had been contained in a registered memorandum and articles of association; and all the provisions of the Act 1862 apply in the same way as if the company had been formed originally by registration (sec. 196). All companies registered under the Act are said to be incorporated, but it is only such as are formed with limited liability that can be deemed proper corporations. Companies registered with unlimited liability are, strictly speaking, quasi corporations (a). articles of Except certain provisions of the most wholesome, and indeed Statutory necessary description, the Act may be said to have prescribed association. nothing as to the constitution and management of projected companies, but to have left these matters to be fixed by the good sense of the promoters. It has however, in Table A, Schedule 1, furnished the public with a body of regulations admirably conceived and adapted to all the exigencies of management. These may be adopted in whole or in part as the articles of association; and it need scarcely be said, that, except in very peculiar cases, promoters will evince their discretion by adopting them in their entirety, or at least in departing from them to as small an extent as possible. We shall now proceed to consider the general rules which the Act lays down for the management of all companies coming under its operation. Some of these provisions are intended to apply only in the absence of special regulations for the same purposes in the company's instrument of formation; but others are in all cases peremptory, and cannot be set aside either expressly or by implication. Every company under the Act must have a registered office Registered to which communications and notices may be addressed, under a penalty not exceeding £5 for every day during which this regulation has not been complied with. Notice of the situation of this (a) Antea, pp. 41-2. H office. Name. Register of .mortgages. Certain companies must publish statement in schedule. List of directors. office, and any change therein, must also be given to the registrar, and recorded by him (secs. 39, 40). Every company limited either by shares or guarantee must have its name affixed outside every office in which it carries on business, under a penalty not exceeding £5 for every instance of omission, exigible not only against the company, but against its directors or managers who have knowingly or wilfully authorized or permitted such default. The name must also be engraven on the company's seal, and must appear in all notices, advertisements, etc., issued by the company, and in all mercantile documents signed on its behalf: the director or other official infringing these rules subjects himself in a penalty of £50, besides being liable personally to any one who suffers loss in consequence of a company obligation not being binding from the want of these formalities (a) (secs. 41, 42). Limited companies must keep registers of all mortgages and charges specifically affecting company property. In these must be entered a brief description of the property mortgaged or charged, the amount of the charge, and the names of the mortgagees. Officials through whose fault this regulation has been infringed, incur a penalty not exceeding £50. The register is patent to creditors and members at all reasonable times, and any refusal of access subjects the offender in heavy progressive penalties (sec. 43). Every limited banking company, and every insurance company, and deposit, provident, or benefit society under the Act, must, before commencing business, and also on the first Mondays of February and August in each year, make a statement of the amount of its capital, how much has been subscribed for, and how much has been called up and received,-what are its liabilities, and what its assets. The Act provides a form which must be adhered to as closely as possible. A copy of this statement must be conspicuously displayed in the company's registered and other offices, and wherever it carries on business. The provisions of this section are guarded by heavy progressive penalties, both against the company and the officials personally (sec. 44). Creditors and members are entitled to a copy of this statement for a sum not exceeding sixpence. Every company not having a capital divided into shares must keep at its registered office a register of the names, addresses, and (a) See Penrose v. Martyn, El. Bl. and El. 499. occupations of its directors and managers, and send a copy of it to the Registrar of Joint-stock Companies, notifying from time to time such changes as may occur. Heavy progressive penalties are incurred both by the company and its directors infringing this provision (secs. 45, 46). Bills and promissory-notes are deemed to have been made, ac- Bills and notes. cepted, or indorsed on behalf of the company, when they have been signed in the company's name, or on its behalf, by any person acting under the authority of the company (a) (sec. 47). The liability of limited banking companies issuing notes is unlimited in relation to such notes (sec. 182). members. No company under this Act can carry on business for more Loss of than six months after the number of members has fallen under seven, without subjecting every member to liability for the whole company debts contracted after that period; and any one of them may be sued for the same without joinder of the others (sec. 48). One general meeting at least must be held every year (sec. 49). General In the absence of special regulations, the following provisions are made for general meetings. They may be summoned by five members. They will be held duly summoned if seven days' notice in writing has been served on every member in the same (a) This section is somewhat different from the corresponding provision of the Act 1856 (sec. 43), which runs as follows: A promissory-note or bill of exchange shall be deemed to have been made, accepted, or indorsed on behalf of any company registered under this Act, if made, accepted, or indorsed in the name of the company by any person acting under the express or implied authority of the company.' But the following cases which arose under the Act of 1856 may be referred to as illustrative of the provisions of the present Act. A promissory-note was signed by three persons describing themselves as 'directors' of a company with limited liability, and was countersigned by a party who described himself as secretary of the company: London, Dec. 13, 1856. Three months after date we jointly promise to pay A. or order £600 for meeting. Special resolution. way as notices are required to be served by Table A, Schedule 1; every member has one vote; and any person elected by the members present may preside (sec. 52). Very particular provisions are made as to what is necessary to constitute a special resolution; and the reason of this appears when it is seen that by special resolution the greatest changes may be made on the company regulations, even to the extent of modifying its constitution. To the validity of a special resolution, it is necessary that it be passed at a general meeting, of which notice specifying the intention to propose the resolution has been duly given. It must have a majority of not less than three-fourths of the members present; and it must be confirmed by a majority at a subsequent general meeting, of which due notice has been given, held not less than fourteen days and not more than one month from the date of the first meeting. It must be observed, however, that by due notice is merely meant notice in terms of the company's regulations; that unless a poll is demanded by at least five members, the chairman's declaration that the resolution has been carried is conclusive, without any proof of the number or proportion of votes; and that when a poll is demanded (a), reference holder drew a bill on the company, and N. 222, the drawers of a bill of exchange indorsed it to a registered company, and the officer of the company delivered it to the plaintiff for value, bearing the indorsation of two directors, per procuration.' The acceptor having been sued by the plaintiff, it was held, that whether the indorsation was sufficient to ground an action by the plaintiff against the company or not, there was such an indorsation as entitled the plaintiff to a verdict against the acceptor on a traverse of the allegation of the indorsation by the company to the plaintiff. As to the necessity of the bill being within the sphere of the company's business in order to render it binding on the company, see Balfour v. Ernest, 5 C. B. N. S. 601. (a) When a poll is demanded, the exclusion of any person entitled to must be had to the number of votes to which each member is entitled by the company's regulations (sec. 51). By a special resolution which has been duly passed and confirmed in this manner, the regulations contained in the articles of association, or in Table A, Schedule 1 (when this is applicable to the company), may be altered in whole or in part, by addition, subtraction, or substitution; subject, however, to the provisions of the Act, and to the conditions contained in the memorandum of association (sec. 50). Even these last may be modified by special resolution, to the effect of changing the company's name (secs. 12 and 13), increasing the capital, issuing new shares, consolidating and dividing the capital into shares of larger amount, and converting the paid-up shares into stock (sec. 12). of special A copy of every special resolution must be printed and for- Registering warded to the registrar of joint-stock companies, and recorded by resolutions. him. Failure to do this for fifteen days after confirmation of the special resolution, involves the company and such of its officers as are guilty of such omission in heavy penalties (sec. 53). When articles of association have been registered, a copy of every special resolution in force for the time being must be annexed to or embodied in every copy of the articles subsequently issued. Where no articles of association have been registered, a printed copy of every special resolution must be forwarded to any member requiring it, on payment of one shilling. Failure to comply with these provisions involves the company and its officials in appropriate penalties (sec. 54). attorney. By instrument under its common seal, the company may confer Powers of powers of attorney on any person to bind it by deed in places out of the United Kingdom; and deeds executed by him on its behalf, under his own seal, will be equally valid, as if they were under the company seal (sec. 55). The Board of Trade may appoint inspectors to examine into and report on the affairs of the company on the following applications: 1. In the case of a banking company with a capital divided into shares, on the application of members holding not less than vote seems a good ground for reducing an election. Reg. v. Rector of Lambeth, 3 Nev. and P. 416; Camp bell v. Maund, 5 Ad. and Ell. 865. Examination company into state of affairs. |