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The whole work has been carefully revised, and some parts have been rewritten.

It appears from a statement, prepared in 1877 by the Registrar of Joint Stock Companies,* that upwards of 12,000 companies had then been registered under the Act of 1862, and that the Capital, paid up or credited as paid up, of the companies subject to that Act and then appearing to be in existence, exceeded £300,000,000. Since the preparation of this statement there have been several thousand new companies registered, and many millions of capital subscribed : and in addition to these figures it is probable that fifty or a hundred millions are invested on the debentures of the before mentioned companies. Accordingly it is obvious that the matters dealt with in the following pages concern the interests of an important section of the community.

The author trusts that the work will be found practically useful to members of both branches of the Profession. To render it such has been his aim throughout.

In conclusion the author begs to express his thanks to those members of the Profession who have been good enough to lend him papers, and to the editors and proprietors of “Seton on Decrees” for liberty to adopt four of the Forms of orders already published in that work.


December, 1880.

* See Appendix to Minutes of Evidence taken before the Select Committee on the Companies Acts, 1862 to 1867, appointed by the House of Commons in 1877.




1. Agreement with agent for intended company for sale of business

of mechanical engineer, including leaseholds and chattels.

Consideration : Cash and shares. Vendor not to carry on

similar business. Power to rescind.

2. Agreement for sale to company of patented inventions and con-

tract. Consideration : Cash and shares. Vendor to give full

information as to mode of working. Contract to be void, if

500 shares not taken in specified period .

3. Agreement for formation of company by promoter and for sale of


4. Agreement by promoter to form company and procure the adop-

tion by company of scheduled contract

5. Agreement for sale to intended company of the business of a

warehouseman. Vendors in partnership. Consideration : Cash

and deferred shares. Vendors to covenant not to carry on

similar business, and not to part with shares for a fixed


5a. Clause providing that shares taken by public shall have a pre-

ference over vendor's shares

6. Agreement for sale to company of foreign mines. Premises to be

inspected on behalf of company. Consideration : Cash, shares,

and debentures. Vendor to guarantee 10 per cent. on capital

for three years. Vendor to pay preliminary expenses

ba. Special clause as to guarantee

6b. Clause providing a guarantee fund

6c. Clause providing that vendor's shares shall be a security for the

performance of the guarantee

6d. Another

7. Agreement for sale upon conversion of business into a private

company. Consideration. Shares subscribed for to be deemed

paid up

8. Agreement by company adopting contract made on its behalf

before its incorporation. For indorsement on original con-


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