is to be issued against the person or property of any former shareholder after the expiration of three years from the time of his being a shareholder.

CONTRIBUTION between present and former Shareholders inter se.— Every person against whom, or against whose property or effects execution upon any judgment, decree, or order obtained against the company shall have been issued, is entitled (s. 67) to recover against the company, all loss, damages, costs, and charges, which he may have incurred by reason of such execution; and, after due diligence has been used to obtain satisfaction thereof against the property and effects of the company, he is to have CONTRIBUTION for so much of such loss, damages, costs, and charges as shall remain unsatisfied from the several other persons against whom execution upon such judgment, decree, or order, obtained against the company might also have been issued under the provisions of the act, and such contribution may be recovered as in ordinary cases of joint contract. Provision is made (s. 68) for the issue of execution upon judgments and decrees obtained against the company, (after recourse has been had without effect to the common property) against the person or property of the shareholders, and also for the issue of execution against the property and effects of the company, by a shareholder or former shareholder, for indemnification in respect of money, damages, or expenses paid, or incurred by him, in consequence of an action or suit that has been brought against the company, by leave of the court, or of a judge of the court in which such judgments, or decrees, shall have been obtained, upon motion or summons for a rule to show cause, or other motion or summons consistent with the practice of the court, without any suggestion or scire facias, and for the making absolute or discharging such rule, or allowing or dismissing the motion, as the case may be, and for payment of the costs of the application; also, for the form of the writs of execution, and the manner of their enforcement. But it is provided that no mention shall be made, nor summons granted for the purpose of charging any shareholder, or former shareholder, until ten days' notice thereof shall have been given him.

SECTION III.

OF THE ANNUAL AND GENERAL RETURNS, ANNUAL REGISTRATION, AND DISSOLUTION OF JOINT-STOCK COMPANIES.

Annual returns and annual registration.-Every completely registered joint stock company (except companies which shall have been incorporated by act of parliament after complete registration) is required (s. 14) to make to the registry office, in the month of January of every year, a return of the name and business of the company, and on the receipt of such return, the registrar is to give a certificate thereof; and if, within the further period of one month, such return be not made, the company will be liable to a penalty not exceeding 201.; but the committee of the privy council for trade, on the application of the company, is authorized to appoint any other period of the year for the making of such annual return. (a)

Returns of changes and alterations in the deed of settlement, and of changes amongst the shareholders.-The directors are also required, (s. 10) (unless the company has been incorporated by act of parliament after complete registration) to transmit to the registrar of joint stock companies, a copy of every new or supplementary deed of settlement which may be executed, together with a complete abstract thereof, within one month after the date of such deed; and also returns of any changes that may have taken place in any of the particulars required to be set forth in the schedule to the deed of settlement, (except changes and alterations in the shares and shareholders) within six months after such change shall have taken place, and if the return be not made within the prescribed period, every director is subjected to a penalty not exceeding 201. And as regards changes and alterations in the shares and shareholders, it is provided and enacted (s. 11) that the directors shall make in the months of January and July, in every year, returns in a certain prescribed form to the registrar, of every transfer of every share in such company made since the preceding half yearly return, (or in the case of the first of such returns,) since the complete registration of the company, which shall have come to the knowledge of the directors: and also a return of the names and

(a) As to the returns required to be made both before and after complete registration, and the authentication of such returns, and of the

constitution and rules of the company, see ante,

s. 1.

places of abode of all persons who shall either have ceased to be shareholders. of the company, or have become shareholders otherwise than by transfer of shares, since the preceding half-yearly return, or since the complete registration of the company; and also of the changes of the names of all shareholders whose names shall have changed by marriage, or otherwise, since the last preceding half-yearly return, or since the complete registration of the company. And every director failing to make the required returns within the period prescribed by the act, is subjected to a penalty not exceeding 207.

Authentication of the returns and registration thereof.-And it is provided, (s. 15) that when the particulars and documents required by the act to be returned to the registry, shall have been returned, the registrar shall write thereon the day of the receipt thereof, and number such documents and returns according to the order of their receipt, and give an acknowledgment of the receipt of them to the person bringing them, and then if they are found conformable to the provisions and requirements of the act, he is to register them, and, on demand, to grant the company a certificate of provisional or complete registration, as the case may require, signed by him, and sealed with the seal of his office; which certificate is to set forth whether the company has been constituted provisionally or completely; and in the absence of evidence to the contrary, any such certificate, or a copy of any such return, is to be received in evidence, without proof of the signature or seal of office affixed. Until the company shall have obtained a certificate of complete registration, the promoters, or their solicitor, are to make (s. 16) such returns, and after complete registration, the duty devolves upon the directors. The returns are required to be signed by one or more of the promoters, or by the solicitor, or by one or more of the directors, according as they may be made before or after complete registration, and when made after complete registration, they are to be sealed with the company's seal. But the committee of the privy council for trade is empowered (s. 17) to make different regulations for the making of such returns, or to dispense with them altogether, provided their proceedings in the matter are published in the London Gazette, and are made applicable to all companies within the operation of the act.

Inspection of the returns.-The act provides (s. 18) for the inspection of the returns at the registry office, by the public, and in the procurement by every person, of a certified copy or extract of such returns, which is to be received in evidence in all courts of law and equity, and elsewhere, without proof of the signature thereto, or of the seal of office affixed thereto.

Of the DISSOLUTION of JOINT STOCK COMPANIES, and the winding up of their affairs.-The act of 7 and 8 Vict., c. 111, recites, that it is expedient to extend the remedies of creditors against the property of such joint stock companies as are unable to meet their pecuniary engagements, and to facilitate the winding up of their concerns; and provides, (s. 1,) that if any joint stock company then in existence, or which may thereafter be established, shall make a declaration of insolvency, or commit an act of bankruptcy, (defined by that statute,) a fiat in bankruptcy may be issued against the company, and be prosecuted in like manner as against other bankrupts. But the bankruptcy of the company is not (s. 2) to be construed to be the bankruptcy of the individual members thereof. The act then specifies (ss. 4, 5, 6, 7,) what acts and proceedings on the part of the company or the directors shall amount to an act of bankruptcy, and authorizes (s. 8) the assignees of the estate and effects of the company to maintain actions and suits for the recovery of debts due to the company, and for the proof of claims against the company under the fiat. No shareholder is to be permitted (s. 9) to set off a claim or demand which he has against the company in respect of his share, or of any dividends or profits payable thereon, against any demand which the assignees may have against him; and no creditor is to be deprived (s. 10) of his right to issue a fiat against the company, or to prove debts under such fiat, by reason of his having commenced an action or suit against any one or more of the members or former members of the company individually; neither is the issue of a fiat by such creditor to deprive him of his right to proceed against the individual members or former members of the company; but no execution in respect of debts or demands proveable under the fiat is to be issued against the person or property of any member or former member of the company, until after they have been proved under such fiat; nor is any execution to be issued after the appointment of a receiver, without leave of the Court of Chancery.

The general law and practice of bankruptcy is extended to fiats issued under the act, except where it is excluded by the express provisions of the

statute.

Provision is made (ss. 11—18) for the preparation and filing of balance sheets and accounts, after adjudication, for making allowances out of the estate of the company for the expenses; for the surrender and examination of parties charged with the making out of the accounts, and the preparation of the balance sheet; for the examination of witnesses; the production of books and papers; and for the delivery to the official assignee of all monies and securities for money belonging to the company. The

Court of Chancery is authorized (s. 19) to appoint a receiver, and to make orders for the winding up of the affairs of the company, and for enforcing contribution from the members for the satisfaction and discharge of the outstanding debts; and after such receiver has been appointed, no execution is to be issued (s. 10) against any member or former member of the company, by any of the creditors thereof, without leave of the

court.

Previous to passing the last examination under the fiat, the court is to inquire into the cause of the failure of the company, (s. 25,) and to send a copy of the balance-sheet, with a certificate of their opinion as to the cause of failure, to the committee of the privy council for trade. The sovereign is then authorized, (s. 36,) upon the recommendation of the said committee, by writing under the great seal, or under the privy seal, to revoke and make void all the powers, privileges, and advantages granted to the company, and put an end to its existence.