If the provisional committee continues in existence and exercises certain functions, notwithstanding the appointment of a select committee of management, the members of such provisional committee will contínue responsible upon the contracts of the managing committee, unless their control over the management has altogether ceased, and the termination of their authority has been made notorious to the public. It frequently happens that on the appointment of a select committee of management, the provisional committee is functus officio. Those of the members who have not taken up or accepted shares in the undertaking, have no longer any connexion with the company, and the others descend to the rank and position of ordinary shareholders. In cases of this description there is no pretence for holding the parties who were formerly members of the provisional committee responsible upon the subsequent contracts of the select managing committee, provided the alteration in the management has been made public and notorious, and the parties dealing with the company have had notice thereof.

Of the non-liability of the subscribers and shareholders to third parties. -An agreement to take shares in a particular company, described in the prospectuses and advertisements of the projectors and promoters; an allotment of such shares, and the payment of the deposit thereon, do not make the allottees and subscribers partners quoad third persons, any more than inter se, until a company or copartnership answering the description given in such prospectuses and advertisements is formed and constituted, and brought into actual existence. There is therefore no implied authority to bind one another ex contractu, resulting from their situation and position as subscribers. "If a person engages to become a partner at a future time with others, provided other persons agree to do the same, and advance stipulated portions of capital, or provided any other previous conditions are performed, he gives no authority at all to any other individual until all those conditions are performed. If any of the other intended partners in the mean time enter into contracts, he is not bound by them, on the simple ground that he has not authorized them, (always supposing that he has not held himself out directly or indi rectly to the party with whom the contracts are made, as having in substance given that authority). In those cases in which a plaintiff has not been induced by the defendant's representations to give credit to him, but seeks to fix him because he has really authorized the contract to be made, the plaintiff must show that authority, and an authority upon condition not performed is no authority at all." (a)

(a) Parke, J., Dickinson v. Valpy, 10 B. & C. 142

The mere publication of a party to the world as a subscriber to a projected joint stock company, does not make him a partner in an existing partnership, and render him responsible upon orders and directions in which he has not expressly participated, for carrying out the scheme before the terms and conditions of the prospectuses and advertisements have been fully accomplished. (b)

A prospectus for the formation of a distillery company stated that the capital of the company amounted to 600,000l., divided into 12,000 shares, of 50%. each, and that a deed of settlement was to be executed, and an act of parliament obtained; but seven thousand five hundred only of the twelve thousand shares were subscribed for and allotted, and no act of parliament was ever obtained; it was held that this was only a project of a company, and not an actually formed partnership; and that the subscribers and shareholders who had merely paid deposits on their shares, and had not in any way interfered in the management of the company, were not responsible as partners upon the contracts made by the directors. for carrying on the concern. "We think," observes Tindal, C. J., "the matter proceeded no further than that the defendants had offered to become partners in a projected concern, and that the concern proved abortive before the period at which the partnership was to commence. And therefore with respect to the agency of the directors, which is the legal consequence of a partnership completely formed, we think the directors proceeded to act before they had authority from these defendants, for they began to act in the name of the whole before little more than half the capital was subscribed for, or half the shares were allotted. The persons, therefore, who contracted with the directors must rest upon the security of the directors who made such contract."(c) The committee-men and managers therefore of a provisionally-registered joint stock company are alone responsible for the payment of the preliminary expenses of bringing the company into existence. (d) The mere allottees of shares, or subscribers, or parties who have paid deposits on their shares, are not responsible for the acts and engagements of their co-allottees and cosubscribers, or for the debts and contracts of the projectors and promoters, and those who have taken an active part in bringing the company or partnership into life.

(b) Bourne v. Freeth, 9 B. & C. 640, 641; 4 M. & R. 518, 519, s. c. Wood v. Duke of Argyll, 7 Sc. N. R. 885; 6 M & Gr. 928.

(c) Fox v. Clifton, 4 M. & P. 715; 6 Bing.

775, s. c.

(d) Vice v. Anson, 7 B. & C. 409. Pitchford v. Davis, 5 M. & W. 2. Fox v. Frith, 10 M. & W. 136.

SECTION II.

COMPLETELY REGISTERED JOINT STOCK COMPANIES.

Of the preliminaries to complete registration.-No provisionally-registered joint stock company is entitled (s. 7) to receive a certificate of complete registration, with its attendant quasi corporate privileges, (presently explained,) unless it be formed by some deed or writing, under the hands and seals of the shareholders; in which deed there must be appointed not less than three directors, and also one or more auditors; and there must also be set forth in a schedule thereto, in a tabular manner, and in the following order-the name of the company-the business or purpose of the company-the principal or only place for carrying on such business, and every branch office (if any)-the amount of the proposed capital, and the means by which it is to be raised, and where the capital, or part thereof, shall not be money, then the nature of such capital, and the value thereof-the amount of money (if any) to be raised, or authorized to be raised, by loan-the total amount of capital subscribed, or proposed to be subscribed, at the date of such deed-the division of the capital (if any) into equal shares, and the total number of such shares, distinguished by a separate number in a regular series-the names, occupations, and places of residence of all the then subscribers, according to the information possessed by the officers of the company-the number of shares which each subscriber holds, and the distinctive numbers thereof, distinguishing the number of the shares on which the deposit has been paid from those on which it has not been paid-the names of the then directors or trustees, and auditors, with their respective places of business, if any, occupations and places of residence, and also the duration of the company, and the mode or condition of its dissolution. It is provided also that such deed shall contain a covenant on the part of every shareholder, with a trustee on the part of the company, for the payment of the instalments on the shares taken by such shareholder-that it shall make provision for carrying on the business of the company in the mode pointed out by schedule A., annexed to the act, shall be signed by at least one-fourth in number of the subscribers, holding one-fourth of the maximum number of shares in the capital of the company, the form prescribed by schedule B.; deed, with an abstract or index thereof,

and certified by two directors, in and on the production of such approved by the registrar, and a

copy for the purpose of registration, the registrar shall grant A CERTIFICATE Of COMPLETE REGISTRATION.

It is enacted, moreover, (s. 7,) that the certificate of complete registration shall be taken as evidence of the proper provisions having been inserted in the deed of settlement, and that any defect or omission in such deed may be supplied by a subsequent deed, duly registered. All shareholders who have signed the deed of settlement, and have paid up their instalments and calls, and have been registered, are entitled (s. 26) to be present at all general meetings of the company-to take part in the discussions to vote in the determination of any question there to be decided, either in person or by proxy, (unless precluded by the deed of settlement from voting by proxy)--and to vote in the choice of directors and auditors, subject, however, to the provisions of the deed of settlement in that behalf.

Joint stock companies existing prior to the 1st of November, 1844.And as regards joint stock companies existing on the 1st of November, 1844, whether incorporated by act of parliament or charter, or privileged by letters patent, or established by virtue of a deed of settlement, or in any other way, it is enacted, (s. 59,) that if any such companies be constituted as is required by the Joint Stock Companies Act, or if they proceed to establish themselves upon the footing required by that act, they shall be entitled to a certificate of complete registration, and shall be clothed with all the powers and privileges of complete registration; and any directors or managers of such company, with the consent of three-fourths in value of the shareholders of such company present at a general meeting summoned for that purpose, may make such alterations in the constitution of the company as shall be necessary for enabling it to come within the provisions of the act, so as the same shall be approved of by the committee of the privy council for trade, the order of such committee to be sufficient evidence of such provisions having been complied with

Effect of complete registration.-On the complete registration of any company being certified by the registrar, (s. 25,) such company, and the then shareholders therein, and all the succeeding shareholders whilst shareholders are INCORPORATED from the date of such certificate by the name of the company as set forth in the deed of settlement, and for the purpose of carrying on the trade or business for which the company was formed, but only according to the provisions of the act, and of such deed, and for the purpose of suing and being sued, and of taking and enjoying the property and effects of the company. And it is provided, (s. 25,)

that it shall be lawful for the company during its incorporation (which is to continue until it shall be dissolved and all its affairs wound up) to use the registered name of the company, adding thereto "registered,-to have a common seal, (with power to break, alter, and change the same from time to time,) but on which must be inscribed the name of the company,to sue and be sued by their registered name in respect of any claim by or upon the company, upon or by any person, whether a member of the company or not, so long as any such claim may remain unsatisfied-to enter into contracts for the execution of works or the supply of stores for any other necessary purpose of the company-to purchase and hold lands, tenements, and hereditaments in the name of the company, or of the trustees or trustee thereof, for the purpose of occupying the same as places of business of the company, and also (but with a licence for that purpose from the committee of the privy council of trade) such other tenements and hereditaments as the nature of the company may requireto issue certificates of shares-to receive instalments from subscribers of the amounts of shares not paid up-to borrow or raise money within the limitations prescribed by any special authority-to declare dividends out of the profits of the concern-to hold general meetings periodically, and extraordinary meetings upon being duly summoned for that purpose-to make at general meetings, specially summoned for that purpose, bye-laws for the regulation of the shareholders, members, directors, and officers of the company, such bye-laws not being repugnant to or inconsistent with the provisions of the act or of the deed of settlement of the company-to perform all other acts necessary for carrying into effect the purposes of the company in all respects as other partnerships are entitled to do-to appoint from time to time for the conduct and superintendence of the execution of the affairs of the company a number of directors, not less than three, for a period not greater than five years, with or without eligibility to be re-elected at the expiration of the term, as may be prescribed by any deed of settlement or bye-law; and also to appoint and remove one or more creditors and such other officers as the deed of settlement may authorize subject, nevertheless, with respect to all such powers and privileges to the provisions of that act, and of the deed of settlement of the company, or any other special authority. (a)

The bye-laws must (s. 47) be reduced into writing, and authenticated by the common seal of the company, and registered at the registry office, and after that they must be printed and circulated amongst the share

(a) As to the effect of complete registration in the case of a railway or parliamentary works' company, see post, ch. 20, s. 2.