[the respective founders, still, if the founder appoints nobody, the bishop of the diocese must visit (g).

Colleges, as distinguished from Universities, are eleemosynary corporations; but the right of visitation was antiently claimed (and, in a sense, usurped) by the ordinary of the diocese. And in some of the colleges of Oxford, where no special visitor was appointed, the Bishop of Lincoln (in whose diocese Oxford was formerly comprised) has immemorially exercised visitatorial authority, which can be ascribed to nothing else but his supposed title as ordinary (h).] But it is now well established law, that colleges are lay corporations, though sometimes totally composed of ecclesiastical persons (); and that, where the founder has appointed no other visitor, and his heirs become extinct, the right of visitation belongs to the Crown, being exercised by the Lord Chancellor, as the Crown's representative.

The duties of the visitor are, generally, to control all irregularities in the institution over which he presides, and to decide and give redress in all controversies arising among the members, as to the interpretation of their laws and statutes (k); and, in the exercise of these duties, he is to be guided by the intentions of the founder, so far as they can be collected from the statutes or from the design of the institution. But otherwise, and as regards the course of proceeding, he is restrained to no particular forms (1); and while he keeps within his jurisdiction, his determinations as visitor are final, and examinable in no other court whatsoever (m).

IV. [We come now to consider, how corporations may be dissolved, this question possessing very considerable

(g) 2 Inst. 725.

(h) 1 Bl. Com. 483.

(i) Phillips v. Bury (1694), Lord

Raym. 8.

(k) Dr. Lee's Case (1858), El. Bl. & El. 863.

(1) Re Dean of York (1841), 2 Q. B. 1.

(m) R. v. Bishop of Worcester (1815), 4 M. & S. 415.

[importance, because the dissolution is the civil death of the corporation, and the corporate lands and tenements thereupon revert to the person (or his heirs) who granted them to the corporation. For the law doth annex a condition to every such grant, that, if the corporation be dissolved, the grantor shall have again the lands, because the cause of the grant faileth (n); and further, the debts of a corporation aggregate (either to or from it) are totally extinguished by its dissolution (0).

Now, a corporation may be dissolved in various ways:— (1.) By the loss of such an integral part of its members as is necessary, according to its charter, to the validity of the corporate elections; for in such cases, the corporation has lost the power of continuing its own succession, and will accordingly be dissolved by the natural death of all its members (p), unless indeed its resurrection is otherwise provided for by statute. (2.) By surrender of its franchises into the hands of the king, which is a kind of suicide. (3.) By forfeiture of its charter, through negligence or abuse of its franchises, in which case, the law judges that the body politic has broken the condition upon which it was incorporated, and thereupon the incorporation is void (q); and the regular course, in such case, is to bring an information, in the nature of a writ of quo warranto, to inquire by what warrant the members now exercise their corporate power, having forfeited it by such and such proceedings. The exertion of this act of law for the purposes of the state, in the reigns of King Charles the Second and King James the Second, particularly by revoking the charter of the city of London, gave great and just offence; and the judgment against the validity of the charter of London was reversed by Act of

(n) Co. Litt. 13.

(0) In re Higginson and Dean, [1899] 1 Q. B. 325.

(p) R. v. Morris (1803), 3 East, 213; S. C., 4 East, 17.

(q) R. v. Ponsonby (1755), 1 Ves. jun. 8; Eastern Archipelago Co. v. The Queen (1853), 2 El. & Bl. 856.

[Parliament after the Revolution, and the franchises of the city of London (it was thereby declared) should never more be forfeited for any cause whatever ().] It is also especially to be noted, that even a company, such as a parliamentary or chartered company, not registered under the Companies Acts (to be explained in the next chapter) may be wound up by the court under the provisions of those Acts, and of the Companies (Winding Up) Act, 1890 (s). But the provisions of the latter Act only apply to companies whose registered offices are in England or Wales ().

(r) 2 W. & M. (1690), c. 8; R. v. Amery (1788), 2 T. R. 515; 4 T. R. 122.

(s) Companies Act, 1862, ss. 199 -204.

(t) Companies (Winding Up) Act, 1890, s. 31 (3).

CHAPTER II.

OF LIMITED COMPANIES.

To remedy inconveniences, which seriously hampered commerce, Parliament has in modern times interposed divers provisions and expedients. For, first, by the Chartered Companies Act, 1837 (amended by the Chartered Companies Act, 1884), her Majesty was empowered, by letters-patent, to grant to any company or body of persons, associated for any trading or other purposes whatever, any privileges which (according to the common law) it would have been competent to the Crown to grant to any such company by charter of incorporation, and this, without incorporating such persons. Secondly, there were divers Acts passed for the formation. of Joint Stock Companies. Lastly, above all, there have been passed the Companies Acts, 1862 to 1900 (a), in which most of the existing provisions on this subject will be found (b).

(a) The last named being 63 & 64 Vict. c. 48.

(b) Some few of their provisions have been amended in certain particulars by 33 & 34 Vict. (1870) c. 104; 40 & 41 Vict. (1877) c. 26 ; 42 & 43 Vict. (1879) c. 76; 43 Vict. (1880) c. 19; 53 & 54 Vict. (1890) c. 64; 56 & 57 Vict. (1893) c. 58; and 61 & 62 Vict. (1898) c. 26. See also 46 & 47 Vict. (1883) c. 30, (providing for English companies establishing branch registers in the colonies); 49 & 50 Vict. (1886)

C. 23 (containing certain provisions applicable to the winding up of companies whose registered office is in Scotland); and 51 & 52 Vict. (1888) c. 62, and 60 & 61 Vict. (1897) c. 19 (and, as to companies within the Stannaries, 50 & 51 Vict. (1887) c. 43), providing for the payment of wages and salaries in priority upon a winding up. These last-mentioned provisions are in lieu of the like provisions contained in the repealed Act 46 & 47 Vict. (1883) c. 28.

Under the Companies Acts, 1862 to 1900, any seven or more persons associated for any lawful purpose, may, by subscribing their names to a Memorandum of Association (e), and by otherwise complying with the requisitions of the Acts in respect of registration, form themselves into an incorporated company, with or without limited liability. The Memorandum of Association may, in the case of a company "limited by shares," and must, in the case of a company "limited by guarantee," or “unlimited,” be accompanied by Articles of Association, signed by the subscribers to the Memorandum of Association, and prescribing such regulations for the conduct of the company as they may deem expedient (d). And no company or association, consisting of more than twenty persons, can be formed for the purpose of carrying on any business that has for its object the acquisition of gain to the association or to the individual members thereof, unless it is registered under the Acts (e); this provision not extending to any company or association formed in pursuance of some other Act or of letters-patent, nor to any mining company within and subject to the jurisdiction of the Stannaries.

Upon due registration, the Registrar of Joint Stock Companies, an officer appointed by and acting under the superintendence of the Board of Trade (ƒ), is to certify, under his hand, that the company is incorporated; and in the case of a "limited" company, that it is "limited” (g).

(c) Act of 1862, s. 6. (d) Sect. 14.

(e) Sect. 4; Smith v. Anderson. (1880), 15 Ch. D. 247; In re Siddall (1885), 29 Ch D. 1. The maximum number, in the case of bankers, is ten.

(ƒ) Act of 1862, s. 174.

(g) As the general rule, the word "limited " must be used by any company registering itself as

S.C. III.

C

An

one with limited liability. exception, however, is made by Act of 1867, s. 23, in favour of any limited company formed to promote "commerce, art, science, religion, or any other useful object," and not for individual gain, and licensed by the Board of Trade to be registered without the addition of the word "limited" to its name.