General Meetings.

from the requisition being left at the office, and be held within not less than fourteen nor more than twenty-one days from the time of notice given to the members, which notice should be sent in the manner already described. Should the directors fail to convene it after such a requisition, the requisitionists should by the Articles of Association be empowered to do so.

The same rules, as to votes of shareholders, proxies, &c., should be observed at extraordinary as at ordinary general meetings.

A special resolution of the Company must be passed by a majority of not less than three-fourths of the members present in person, or by proxy, at a meeting, of which notice, specifying the intention to propose such resolution, has been duly given, and the resolution so made must be confirmed by a bare majority of the members present in person, or by proxy, at a subsequent meeting, of which notice has been duly given, held at an interval of not less than fourteen days, nor more than one month, from the date of the former meeting. At any such meeting, unless a poll is demanded by five members, a declaration of the chairman that the resolution is carried is to be conclusive evidence of the fact: (sect. 51.)

A printed copy of such resolution is to be sent to the registrar within fifteen days from the confirmation of it, under penalty of two pounds per day by the Company, and the like by any director or manager omitting to send it. A copy of it is to be given to any member on payment of one shilling (sects. 53 and 54.) It is also to be annexed to the Articles of Association,

It is enacted that, in default of any regulations

Returns to be made by Joint Stock Companies. by the Articles of Association, every member shall have one vote; seven days' notice of a general meeting is to be given to each member in the prescribed manner, five members are to be competent to summon a meeting, and the meeting shall elect its own chairman: (sect. 52.)

Returns to be made by Joint Stock Companies.

The following returns are required to be made to the registrar:

The Memorandum of Association: (sect. 17.) The Articles of Association; (sect. 17.)

Notice of any change of name: (sect. 20.)

An annual list of the members of the Company (sect. 26.)

Notice of the consolidation or conversion of capital into stock: (sect. 28.)

Notice of any increase in the number of members or nominal capital of the Company: (sect. 34.)

Companies not having their capital divided into shares to send a list of the names, &c., of its directors and managers, and of any change in them (sect. 45.)

Notice of the situation of the registered office of the Company, and of any change therein : (sect. 40.)

A copy of any special resolution passed by the Company: (sect. 53.)

Order for winding-up: (sect. 88.)

Dissolution of the Company: (sect. 143.)

Liabilities of Members.

The balance-sheet is not now required to be registered, nor is any power given to the public or creditors to inspect it. This is an extraordinary oversight, for the principle of Limited Liability is publicity. How can the public know whether to trust a Company, if ignorant of the state of its affairs?

Liabilities of Members.

These are not very formidable. As already stated, if the shares are paid up, in full, the liability is practically nothing. In such case the shareholders are exempt even from the cost of windingup their own business, which is made to fall upon the creditors, the speculators being freed from all evil consequences of their own speculation. Even if the shares are not paid up, the liability is absolutely limited to the amount of the share. This liability is again limited by sect. 38, which declares that no past member shall be liable to contribute to the assets if he has ceased to be a member for a year prior to the commencement of the winding-up; nor in respect of any debt or liability contracted after the time at which he ceased to be a member, nor unless it appears to the court that the existing members are unable to pay.

Then it is expressly declared that no contribution shall be required from any member exceeding the amount, if any, unpaid on the shares in respect of which he is liable as a present or past member: (sect. 38.)

The only just provision in this strange scheme for legalising dishonesty is the 7th part of sect. 38, which enacts that no sum due to a member of a

Protection of Creditors.

Company, in his character of member, by way of dividends, profits, or otherwise, is to be deemed a debt of the Company payable to such member in competition between himself and any creditor not being a member.

The liabilities of shareholders are now, for the most part, in question, when the Company is being wound up and the list of contributories comes to be settled. To treat of this question fully would occupy more space than could be conveniently given to it here; but the subject is of comparatively trifling interest now that unlimited Companies have almost ceased to be formed. The decisions will be found collected in the subjoined Digest of Decisions under the titles, Calls, Shareholder, and Winding-up (sub-head, Contributories.)

Protection of Creditors.

Scant is the protection provided for creditors. The best protection would have been that which the common law gives them, permission to enforce payment from those by whom the debt was contracted. Or, if it was desired to limit liability, that might have been effected by limiting the power to contract, or by providing that onethird of the capital shall not be paid up, so as to secure a margin for the payment of the debts of the Company and the costs of its dissolution.

As it is, nothing more is done for the so-called "protection" of creditors than this.

The Company is to have a registered office: (sect. 39.)

Notice of the situation of it is to be registered: (sect. 40.)

Protection of Creditors.

Every limited Company is to " paint or affix" its name on the outside of every office or place in which its business is carried on, "in a conspicuous position, in letters easily legible, and engraved upon its seal, and mentioned in legible characters in all notices, advertisements, and other official publications, and in all bills of exchange, promissory notes, endorsements, cheques, and orders for money or goods purporting to be signed by or on behalf of the Company, and in all bills of parcels, invoices, receipts, and letters of credit of the Company (sect. 41), under a penalty of 51. per day for not affixing the name on the office, and 501. for not inserting the name in a document, and the person signing it is also made personally liable for its amount unless it be duly paid by the Company: (sect. 42.)

The Company is also to keep a register of "all mortgages and charges specifically affecting" its property, entering therein a short description of the property charged, the amount of charge, and the name of the mortgagee, under a penalty of 502. This register is to be open to inspection by any creditor or member of the Company at all reasonable times: (sect. 43.)

Every limited banking Company, insurance Company, and deposit, provident, or benefit society, before it commences business, and also on the first Monday in February and the first Monday in August yearly is to make a statement in the form D in the schedule, or as near thereto as circumstances will admit; and a copy of it is to be posted in the principal office and in every branch office or place where the business of the Company is carried on, under a penalty of 51.