Existing Companies. All existing Companies may be thus classified: I. Companies originally registered under the Joint Stock Companies Registration Act (7 & 8 Vict. c. 110), and afterwards reregistered, but not formed, under the Joint Stock Companies Act of 1856. II. Companies formed and registered under the Limited Liability Act of 1855, and the Joint Stock Companies Act, 1856. III. Banking Companies. IV. Companies established by Act of Parliament, Letters Patent, or Royal Charter. V. Insurance Companies. I. Existing Companies registered but not formed under the Joint Stock Companies Act, 1856. The 177th section thus enacts: 177. This act shall apply to Companies registered but not formed under the said Joint Stock Companies Acts or any of them in the same manner as it is hereinafter declared to apply to Companies registered but not formed under this act, with this qualification, that wherever reference is made expressly or impliedly to the date of registration, such date shall be deemed to refer to the date at which such Companies were respectively registered under the said Joint Stock Companies Acts or any of them. The reference in the above section is to sect. 180, which describes the existing Companies capable of being registered under this act. 180. With the above exceptions, and subject to the foregoing regulations, every Company existing at the time of the commencement of this act, including any Company registered under the said Joint Stock Companies Acts, con Existing Companies. sisting of seven or more members, and any Company hereafter formed in pursuance of any Act of Parliament other than this act, or of Letters Patent, or being a Company engaged in working mines within and subject to the jurisdiction of the Stannaries, or being otherwise duly constituted by law, and consisting of seven or more members, may at any time hereafter register itself under this act as an Unlimited Company, or a Company limited by shares, or a Company limited by guarantee; and no such registration shall be invalid by reason that it has taken place with a view to the Company being wound up. It is expressly provided that no Company in which the liability of all the members is already limited by Act of Parliament or Letters Patent, shall register under this act as an unlimited Company, or as a Company limited by guarantee, and no Company is to register in pursuance of this act unless with the assent of a majority of its members at a general meeting summoned for the purpose, and if it is designed to register as a limited Company, such majority must be of not less than three-fourths of the members present, or voting by proxy: (sect. 179.) If the Company purposes to register as a Company limited by guarantee, such assent must be accompanied by a resolution declaring that each member undertakes to contribute to the assets of the Company, in case it should be wound up, such sum as may be agreed upon : (sect. 179.) The effect of this will be, that a Company in difficulties and contemplating a winding-up and its consequences in unlimited calls, may resolve to limit the liability of its members to a fraction only of that which might be claimed from them in their former character, and so the members may evade their responsibility, notwithstanding Existing Companies. the proviso that they shall remain liable for debts incurred before the change, and for the costs of a winding-up. The simple and ready mode of escape thus kindly provided for them will be to pay off the liabilities to which there is no limit with the moneys borrowed or goods obtained after the liability becomes limited. II. Companies formed and registered under the Limited Liability Act of 1855 and the Joint Stock Companies Act, 1856. By section 176 this act is made to apply to such Companies, and in the same manner, in the case of a Limited Company, as if it had been formed and registered under this act as a Company limited by shares, and in case of a Company not limited, as if it had been formed and registered as an unlimited Company under this act. 176. Subject as hereinafter mentioned, this act, with the exception of Table A. in the first schedule, shall apply to Companies formed and registered under the said Joint Stock Companies Acts, or any of them, in the same manner in the case of a Limited Company as if such Company had been formed and registered under this act as a Company limited by shares, and in the case of a Company other than a Limited Company as if such Company had been formed and registered as an Unlimited Company under this act, with this qualification, that wherever reference is made expressly or impliedly to the date of registration, such date shall be deemed to refer to the date at which such Companies were respectively registered under the said Joint Stock Companies Acts or any of them, and the power of altering regulations by special resolution given by this act shall, in the case of any Company formed and registered under the said Joint Stock Companies Acts or any of them, extend to altering any provisions contained in the table Banking Companies. marked B. annexed to "The Joint Stock Companies Act, 1856," and shall also in the case of an Unlimited Company formed and registered as last aforesaid extend to altering any regulations relating to the amount of capital or its distribution into shares, notwithstanding such regulations are contained in the Memorandum of Association. III. Banking Companies. Existing Banking Companies may register with or without Limited Liability. But if with Limited Liability, at least thirty days before obtaining the certificate of registration, a notice of the intention so to register must be given to every person and partnership firm having a banking account with the Company, either by delivery of the notice to such person or firm, or leaving it at his or its place of address, or addressing it by the post to such place of address. The consequence of failure to give such notice to its customers will be that the protection of Limited Liability as respects such customer will have no effect: (sect. 188.) It is also enacted, by section 182, that no Banking Company claiming to issue notes in the United Kingdom shall be entitled to Limited Liability in respect of such issue, but shall continue subject to Unlimited Liability in respect thereof, and if necessary, the assets shall be marshalled for the benefit of the general creditors, and the members shall be liable for the whole amount of the issue, in addition to the sum for which they would be liable as members of a Limited Company. Companies established by Act of Parliament, &c. IV. Companies established by Act of Parliament, Letters Patent, or Royal Charter. Sect. 179 enacts 1st. That no Company having the liability of its members limited by Act of Parliament or Letters Patent, and not being a Joint Stock Company as thereinafter defined, shall register under the general provisions of the act, although it may do so merely for the purpose of being woundup under the provisions of sect. 199 and following sections. And the definition of a Joint Stock Company here referred to is found in section 181, and runs thus:" A Joint Stock Company shall be deemed to be a Company having a permanent paid up or nominal capital of fixed amount, divided into shares, also of fixed amount, or held and transferable as stock, or divided and held partly in one way and partly in the other, and formed on the principle of having for its members the holders of shares in such capital, or the holders of such stock, and no other persons." 2nd. No existing Company having the liability of its members limited by Act of Parliament or by Letters Patent shall register under this act (except for the purpose of being wound-up), as an Unlimited Company, or as a Company limited by guarantee: (sect. 179.) This applies to Companies already having their liability limited by private Act of Parliament or by Letters Patent, by which that liability is defined. But it will be observed that the restriction is not general; such a Company is prohibited |