respect of all future calls upon the shares, in lieu of the original holder and subscriber.

The resolutions of the directors making a call need not state the place at which, or the person to whom, the money is to be paid. If the shareholder and subscriber has received the requisite notice by advertisement or otherwise of the call, he is bound to pay the money within the time limited to the parties mentioned in the notice as being authorized to receive the money, or to the accredited banker and treasurer of the company (s)

Of the LIABILITY of the SHAREHOLDERS in respect of the DEBTS and ENGAGEMENTS of the COMPANY after COMPLETE REGISTRATION.

Before complete registration the members of the committee of management are alone responsible, as we have already seen, upon the contracts they enter into, and for the payment of the persons they employ in carrying out their project; but after complete registration these expenses fall upon the company at large, and if the cash in the hands of the treasurer, or the common property of the company, is insufficient to defray them, they must be borne by the shareholders individually.(t) All the members and shareholders become, after complete registration, individually responsible for the debts and engagements of the company, if the funds in hand and the common property prove insufficient to satisfy the claims of creditors. By the 25th section of the act, it is enacted that the complete registration and consequent incorporation of any company under the provisions of the act shall not in anywise restrict the liability of any of the shareholders of the company under any judgment, decree, or order, for the payment of money which shall be obtained against the company, or any of the members thereof, in any action or suit prosecuted by, or against, such company in any court of law, or equity; but that every shareholder shall, in respect of such monies, subject as therein and hereinafter mentioned, be and continue liable as he would have been if the company had not been incorporated. And as regards companies in existence at the time of the passing of the act, and which shall afterwards have obtained a certificate. of complete registration and consequent incorporation pursuant to the statute, it is enacted (s. 56) that every such company and the members and

(s) Great North of England Rail. Co. v. Biddulph, 7 M. & W. 243. Lond. and Bright. Rail. Co. v. Fairclough, 3 Sc. N. R. 68. Sheffield and Manchester Rail. Co. v. Woodcock, ib. 574. Kidwelly Canal Company v. Raby, 2 Pr. 96. West Lond. Rail. Co. v. Bernard, 13

Law, J., N. s. (Q. B.) 68.

(t) Abbott, C. J., Moneypenny v. Hartland, 1 C. & P. 353. Littledale, J., Nockels v. Crosby 3 B. & C. 824; 5 D. & R. 763. Beech v. Eyre 6 Sc. N. R. 338.

officers thereof, shall be liable, notwithstanding such incorporation, to be sued in respect of any valid obligation incurred before such incorporation, in the same manner and with the same legal consequences as if such company had not been incorporated, But judgments and decrees obtained against the company cannot be enforced against the person and property of the individual shareholders until after due diligence has been used to obtain satisfaction of such judgments from the common property. (s. 66, post, 533.)

The liability of the members and shareholders is not limited by the quasi incorporation to the amount of their several shares and subscriptions, but they remain responsible in case of the insufficiency of the funds of the company to meet its engagements, to the full extent of their private fortunes, as in ordinary cases of copartnership (u)

No private agreement between the shareholders and directors limiting and restricting the apparent general authority of the latter to bind the company by their contracts, or qualifying and limiting the liability of the shareholders upon such contracts, will be of any avail as against the claims of creditors of the company who have dealt with the directors in ignorance of the particular limitations and restrictions placed upon their apparent general authority. A stipulation in the deed of settlement, for example, restricting the directors from dealing on credit will be nugatory as against third parties ignorant of the restriction.(x) And if in such deed it is stipulated" that no person is to be accountable beyond the amount of the share for which he shall subscribe, this is a mischievous delusion calculated to ensnare the unwary. As to the subscribers themselves, indeed, they may stipulate with each other for this contracted responsibility, but as to the rest of the world it is clear that each partner is liable to the whole amount of the debts contracted by the partnership."(y)

Pecuniary qualification of DIRECTORS.-No person can be legally appointed (s. 28) to act as director, whether honorary or otherwise, or to hold the office of patron or president, or any other office of the like description, nor can any person legally act in any such capacity, unless he holds in his own right at least one share in the capital of the company; and every person who acts as director, patron, or president of the company, or who permits himself to be held out to the public as a director, patron, or president, or as holding any office of the like description, with

(u) Ante, 479. Keasley v. Codd, 2 C. & P. 408, n.; post, 533.

(x) Hawken v. Bourne, 8 M. & W. 709. Lawler v. Kershaw, 1 M, & M. 93.

(y) Ellenborongh, C. J., Rex v. Dodd, 9 East, 527. Walburn v. Ingilby, 1 M. & K. 76. Ante, 481.

out holding in his own right at least one share, subjects himself to a penalty not exceeding 207.

Of the power of the directors to bind the company.-The directors of all registered joint stock companies are expressly authorized (s. 27) to enter into all such contracts, and do and execute all such acts and deeds as circumstances may require, in order to conduct and manage the affairs of the company according to the provisions and subject to the restrictions of the Joint Stock Companies' Act, and of the deed of settlement and of any bye-law or special authority. But it is provided (s. 46) that all DEEDS and instruments bearing the SEAL of the company shall be signed by two at least of the directors of the company. And (s. 44) for the purpose of regulating contracts entered into by or on behalf of the company, (except contracts for the purchase of an article not exceeding 507. in value, or contracts for service for a term not exceeding six months, and the consideration for which doth not exceed 507., and except bills of exchange and promissory notes,) it is enacted that every such contract shall be in writing and signed by two at least of the directors of the company on whose behalf the same shall be entered into, and shall be sealed with the common seal thereof, or signed by some officer of the company on its behalf, to be thereunto expressly authorized by some minute, or resolution of the board of directors, applying to that particular case; and that in the absence of such requisites, or any of them, such contract shall be void and ineffectual (except as against the company on whose behalf the same shall have been made). And as regards contracts for the purchase of articles for a price not exceeding 501., and contracts for services for a term not exceeding six months, and the consideration for which does not exceed 507., entered into on behalf of the company, it is enacted that the same may be entered into by any officer authorized by a general bye-law in that behalf, and that every such contract, whether under seal or not, shall, immediately after it has been entered into, be reported to the secretary or other appointed officer of the company on whose behalf the same shall have been entered into, who shall enter the same in proper books to be kept for that purpose, and that if any such contract be not so reported and entered, then the officer by whose default such contract shall not be so reported or entered shall be liable to repay to the company on whose behalf such contract may be made, the amount of the consideration agreed to be paid by or on behalf of such company in respect of such contract.

Also, that if any director be either directly or indirectly concerned or interested in any contract, (except a policy of assurance, grant of annuity, or contract for the purchase of an article or of service, which is

respectively the subject of the proper business of the company, and made upon the same or like terms as any like contract with other customers or purchasers,) the terms of such contract shall be submitted to the next general or special meeting of the shareholders to be summoned for that purpose; and that no such contract shall have force until approved and confirmed by the majority of the votes of the shareholders present at such meeting. And that if at any time any director cease to be a holder of the prescribed number of shares, or shall become bankrupt or insolvent, or suspend payment or compromise with his creditors, or be declared a lunatic, then it shall be unlawful for any such director to continue as a director or to act as such, and the office is declared to be vacant. But it is enacted, (s. 30,) that notwithstanding it may afterwards be discovered that there was some defect or error in the appointment of any person acting, or who may have acted as a director, or that such person was disqualified, yet all acts done by him as such director before the discovery of such defect or error, either solely or with other directors, shall be as binding on him and the company and the directors and officers thereof, as if such person had been duly appointed or qualified.

Contracts under SEAL, therefore, not authenticated in the mode pointed out by the statute, and executed in conformity with the authority given by the directors in that behalf, will not be binding upon the company, but must be enforced against the directors who have executed them and contracted therein on behalf of the company. (2)

Bills of exchange and promissory notes.-And as regards bills of exchange and promissory notes made, accepted, or indorsed on the behalf or account of any such company, so far as relates to the mode of making, accepting, or indorsing the same, and of the liability of the company thereon, it is enacted that if the directors of the company be authorized by deed of settlement or bye-law to issue or accept bills of exchange or promissory notes, then every such bill of exchange or promissory note shall be made or accepted (as the case may be) by and in the names of two of the directors of the company on whose behalf or account the same may be so made or accepted, and shall be by such directors expressed to be made or accepted by them on behalf of such company, and that every such bill of exchange and promissory note so made or accepted as aforesaid shall be countersigned by the secretary or other appointed officer of the company in whose behalf the same is expressed to be made or accepted, and that every bill of exchange so made, or any bill received

(2) Ante, 371, 393, 420-422, 477. Hall v. Bainbridge, 1 Sc. N. R. 151.

by or on behalf of the company, may be indorsed in the name of the company by any officer authorized by deed of settlement or bye-law in that behalf; and every such bill of exchange or promissory note so made, accepted, or indorsed, shall immediately afterwards be reported to the proper officer of the company, and entered in books to be kept for that purpose, and if not so reported or entered, the officer guilty of the omission is bound to repay to the company the amount which it shall pay or be liable to pay in respect of such bill or note. But it is provided that nothing in the act shall be deemed to make any such secretary or officer personally liable upon such bill or note, nor to make the directors liable thereon, except as shareholders of the company, and that every company on whose behalf or account any bill or note shall be so made, accepted, or indorsed, may sue and be sued thereon as fully and effectually, and in the same manner as on contracts entered into under their common seal.

If no authority has been given by the company to the directors to draw bills or notes, and the carrying on of the business of the undertaking does not necessarily require them to be drawn, the company is not bound, but the parties whose names appear on them can alone be sued thereon (a)

Execution against the present and former shareholders of judgments recovered against the company.-Every judgment and decree which shall, at any time after the passing of the act, be obtained against any completely registered joint stock company (except companies incorporated by act of parliament, or charter, or companies, the liability of the members of which is restricted by virtue of letters patent,) in any action or suit, prosecuted by or against the company, may be enforced, and execution thereon be issued, not only against the property and effects of the company, but also (if due diligence shall have been used to obtain satisfaction thereof by execution against the property and effects of the company) against the person, property, and effects of any shareholder for the time being, or any former shareholder in his natural or individual capacity, until such judgment or decree shall be fully satisfied; provided, in the case of execution against any former shareholder, that such former shareholder was a shareholder of the company at the time the contract or engagement for which the judgment, decree, or order has been obtained was entered into, or became a shareholder during the time such contract or engagement was unexecuted, or unsatisfied, or was a shareholder at the time of the judgment, decree, or order being obtained; but no execution

(a) Connell v. Lawyer, 2 Jur. 1085 (Q. B.) Bult v. Morrell, 12 Ad. & E. 58.