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Form 19 be entertained they will furnish a notice of such application, to be inserted in a local newspaper for the information of the public, and if after the expiration of a limited time there appears to be no sufficient reason why the licence should not be granted, the Board of Trade will approve the memorandum and articles of association, with or without amendment, and grant a licence.
The Board of Trade will require to have the memorandum and articles of association settled on their behalf by their counsel, at the expense of the applicants, for which purpose a fee of five guineas must accompany the application. A cheque for the amount should be made payable to an assistant secretary of the Board of Trade. The Board of Trade will not be responsible for the memorandum and articles being properly framed as regards the interests of the association.
The Board sanction the omission of the word "company" in the memorandum and articles, and the substitution of the word chamber, society, corporation, or the like.
Associations registered without
the word limited.
The names of the subscribers to the memorandum should be in full, the addresses should be definite, giving, where practicable, the name of the street and the number of the house.
The following is a specimen of the licence issued by the Board :WHEREAS it has been proved to the Board of Trade that The CHAMBER OF COMMERCE, which is about to be registered under the Companies Act, 1862, and the Companies Act, 1867, as an association limited by guarantee, is formed for the purpose of promoting objects of the nature contemplated by the 23rd Section of the last mentioned Act, and that it is the intention of the said chamber that the income and property of the association, whencesoever derived, shall be applied solely towards the promotion of the objects of the association, as set forth in the memorandum of association of the said chamber, and that no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend or bonus, or otherwise howsoever, by way of profit to the persons who at any time are, or have been members of the said association, or to any of them, or to any person claiming through any of them.
Now, therefore, the Board of Trade, in pursuance of the powers in them vested, and in consideration of the provisions and subject to the conditions contained in the memorandum of association of the said chamber, as subscribed by eleven members thereof on the 4th day of June, 1875, do by this their licence direct the CHAMBER OF COMMERCE to be registered with limited liability, without the addition of the word "limited" to its name.
Signed, by order of the Board of Trade, this
HENRY G. CALCRAFT,
An Assistant Secretary of the Board of Trade.
The following are some of the associations recently incorporated with a licence under Section 23 above mentioned. Only some of the objects are here stated :
Bristol and West of England Merchants' Association: To protect its members against persons whose character or circumstances render them unworthy of mercantile credit, and to promote the prosecution, when deemed desirable, of fraudulent debtors, and generally to act as a trade protection society, &c. Incorporated June, 1876. Guarantee, 51. per member.
University College, Bristol: To establish at Bristol a college or colleges for the study and advancement of science, literature, and the fine arts, &c. August, 1876. 17. guarantee.
Mission Home for Englishwomen in Paris: October, 1876. 51. guarantee.
Metropolitan Dairyman's Society: For the purpose of advancing the interests of
the milk trade especially, by taking every possible means to prevent the adultera- Form 19a. tion of milk, &c. November, 1876. 11. guarantee.
Shipmasters' Society: For the protection and advancement of the interests of members, and generally to watch and take part in all proceedings which, in the opinion of the committee, involve the interests of the mercantile marine of England, &c. December, 1876. 21. guarantee.
London Society for the Extension of University Teaching: To extend university teaching in the metropolis, in as close connection as possible with the universities of Oxford, Cambridge, and London, &c. 1877. 51. guarantee.
Teachers' Training and Registration Society: To create and maintain a high standard of professional qualification in teachers in schools above the elementary, by providing advanced instruction, and by training in the principles and practice of educational methods; to train persons as teachers; to hold examinations, &c. January, 1877. 18. guarantee.
Clifton High School for Girls: To establish and conduct in the City of Bristol, or within 100 miles thereof, a school or schools for supplying girls on moderate terms with general education of the highest class, &c. September, 1877. 21. guarantee.
Institute of Chemistry of Great Britain and Ireland: To promote and encourage a thorough study of chemistry and all branches of science allied thereto in their application to the arts, to agriculture, to public health, and to technical industry, &c. October, 1877. 51. guarantee.
University of Durham College of Medicine: Nov. 1877. 107. guaranice.
Manchester Girls High School Trust: Nov. 1877. 5l.
College of Organists: To provide a central organisation in London for the profession of organists; to provide a system of examinations and certificates for the better definition and protection of the profession; to provide opportunities for intercourse amongst the members of the profession, and for the discussion of professional topics, and to encourage the study of sacred music, &c. December, 1877. 11. guarantee.
Manchester Creditors' Association of Wholesale Dealers: Trade protection. Dec. 1877. 51. guarantee.
Hereford Herd Book Society: To maintain unimpaired the purity of the breed of cattle known as Herefords, &c. March, 1878. 51. guarantee.
Physical Society of London: To promote the advancement and diffusion of a knowledge of physics by means of communications, written or oral, from members, meetings, exhibitions of apparatus for physical research, and of experiments illus trative of physical laws or phenomena, and by the publication of works relating to physics, &c. Feb. 1878. 11. guarantee.
Royal School of Art Needlework: To supply suitable employment to poor gentlewomen, &c. £10,000 capital in 107. shares. April, 1878.
Church of England General Temperance Finance Association: May, 1878. 57. and 58. guarantee.
English Cart-Horse Society: To promote the breeding of English cart-horses, &c. July, 1878. 51. guarantee.
Home Hospitals Association for Paying Patients: To provide accommodation for the treatment of patients who are able and willing to pay for the same; to provide facilities for medical attendance. Aug. 1878. 58. guarantee.
Institution of Mechanical Engineers: To promote the science and practice of mechanical engineering, and of all branches of mechanical construction, and to promote inventions likely to be useful to the members of the institution, or to the community at large, &c. Sept. 1878. 58. guarantee.
Huddersfield Cricket and Athletic Club: Jan. 1879. 11. guarantee.
The Grimsby Fisher Lads Institute: To promote and improve the social, moral, mental, and physical condition of fisher lads. Incorporated Jan. 1879. 1s. guarantee,
Society for Promoting the Employment of Women. Incorporated May, 1879. 18. guarantee.
Woolwich and Plumstead High Schools Association: To establish and maintain day-schools for both sexes of an unsectarian character in the parishes of, &c. Incorporated July, 1879. Capital 2,0007. in 57. shares.
Palestine Exploration Fund: To obtain and disseminate information respecting ancient and modern Syria, &c. Incorporated 19 Dec. 1879. Capital 2007. in 17. shares.
Philological Society: To investigate and promote the study and knowledge of the structure, the affinities, and the history of language, &c. Jan. 1879. 17. guarantee.
Besides the above, various Law Societies, Chambers of Commerce, and Trade Protection Societies might be mentioned.
Where an association is about to be established for any charitable or other purpose within the meaning of s. 23 of the Act of 1867 (supra, p. 49), and the power to pay dividends is not considered essential, it will be found very advantageous to obtain a licence from the Board of Trade and register the association under that section.
The advantage of so doing is becoming more and more recognised, and accordingly applications for licenses to register under s. 23 are increasing in number.
Associations registered under that section are generally limited by guarantee, and accordingly they require articles of association. The executive is generally called "The Council” or “The Committee of Management." See infra, for articles of Law Society.
The following are some of the resulting advantages: The association becomes a permanent legal entity, and thereby gains stability and credit; the property can be vested in and held by the association in its own name, and thereby dealings with such property are much facilitated and expense as to trustees avoided; the association can contract, sue, and be sued in its own name; the officers can act without incurring any personal liability.
The notice which the Board of Trade requires to be advertised is generally in the following form:
APPLICATION for a LICENCE of the BOARD of TRADE.
NOTICE is hereby given that in pursuance of the 23rd section of the Companies Act, 1867, application has been made to the Board of Trade for a licence, directing an association, about to be formed under the name of The --, to be registered with limited liability without the addition of the word "limited" to its name.
The objects for which the association is established are: [Here they are stated]. Form 19b. Notice is hereby further given that any person, company, or corporation objecting to this application may bring such objection before the Board of Trade, on or before the next [about a month], by a letter addressed to the Assistant Secretary, Railway Department, Board of Trade, Whitehall, London, S.W. Dated this
2. The registered office, [supra, p. 49.]
3. The objects for which the company is established are :—
See supra, p. 49, and infra, p. 73, et seq.
WE, the several persons whose names and addresses are subscribed, are desirous of being formed into a company in pursuance of this memorandum of association.
Names, addresses, and descriptions of subscribers. See supra, p. 62.
WITNESS [supra, p. 61].
For use in connection with the 'objects' clauses, given infra, p. 73, et seq.
now To acquire a business.
(1.) To purchase or otherwise acquire the business of a carried on by A. at , and all or any of the real and personal property belonging to the said A. in connection with the said business, and to undertake all or any of the liabilities of the said A. in relation to such business.
Where the memorandum contains a clause as above, the articles generally contain a clause as in Form 71 or 72. Sometimes, however, it is considered desirable to refer to the preliminary in the memorandum, and in such case the words, "And with a view thereto," can be added to the above clause, and the clause continued as in Form (2) or (3).
But there does not appear to be any particular advantage in referring to the preliminary agreement in the memorandum, except where it is difficult so to express the objects as certainly to enable the company to carry out the proposed agreement without any question of ultra vires.
(2.) To enter into and carry into effect (either with or without modifi- To enter into cation), an agreement which has already been prepared, and is expressed a contract.
Form 21. to be made between [the said] A. of the one part, and the company the other part, a copy whereof has for the purpose of identification been endorsed with the signatures [of B. C. & D., three] of the subscribers hereto [or a copy whereof is set forth in the schedule to the articles of association of the company].
To adopt a contract.
To acquire business of
Same on amalgamation.
To purchase other businesses.
To promote other companies, &c.
Where it is desired to mention any preliminary agreement in the memorandum Form (2) or (3) will be used, according as Plan I. or II., supra. p. 1, is adopted.
(3.) To adopt and carry into effect, either with or without modification, an agreement dated the day of, and made between [the said] A. of the one part and X. on behalf this company, of the other part, a copy whereof [as in Form (2)].
Sce note to Form (1).
(4.) To purchase, or otherwise acquire, and undertake, all or any part of the business, property, and liabilities of The Company, Limited.
This will be one of the objects of a company formed for reconstruction purposes. See infra, "Reconstruction."
(5.) To purchase, or otherwise acquire, and undertake all or any part of the property, assets, and liabilities of the following companies, namely, the A. Company, Limited, the B. Company, Limited, and the C. Company, Limited.
This is suitable for a company formed to effect an amalgamation of several cxisting companies. See infra," Amalgamation."
(6.) To purchase, or otherwise acquire, and undertake all or any part of the business, property, and liabilities of any person or company carrying on any business which this company is authorised to carry on, or possessed of property suitable for the purposes of this company.
The above ought to be specified among the objects, if the company is intended to have the power. Ernest v. Nicholls, 6 H. L. 401; Lindley, 606. Express mention should be made of liabilities. But see Overend Gurney & Co. v. Gibbs, L. R. 5 H. L. 480, as to what is sufficient.
(7.) To promote any other company for the purpose of acquiring all or any of the property and liabilities of this company, or of advancing directly or indirectly the objects or interests thereof, and to take, or otherwise acquire, and hold shares in any such company, and to guarantee the payment of any debentures or other securities issued by any such company.
The above form, with more or less variation, is frequently used. It is obvious that if the company is to have such a power it must in general be expressly conferred. Where the objects of a discount company were, among other things, stated to be "the making and procuring loans on, and the investing in, securities," it was held that the company had no power to assist in floating another company by