Companies established by Act of Parliament, &c. only from registering under this act as an Unlimited Company, or as a Company limited by guarantee. It is not forbidden to register as a Limited Company, nor is there any provision that the Company shall adopt the same limit of liability as is given to it by its Act of Parliament or Letters Patent. There appears to be no obstacle to registration under this act with any limitation of liability the Company pleases, and thus defeating the provisions of its own constitution in that respect. Probably, it was not designed that such a power should be given to Railway Companies, for instance; but we can find nothing that can be construed to restrain it.

3rd. No Company not a Joint Stock Company (as above defined), may register under this act as a Company limited by shares: (sect. 179.)

But may not such a Company register as a Company limited by guarantee, defined by sect. 9 to be "a Company formed on the principle of having the liability of its members limited to such amount as the members respectively undertake to contribute to the assets of the Company in the event of the same being wound-up," a definition that does not necessarily imply that such a Company shall be formed by shares. On the contrary, it was probably designed for Companies not so formed, or rather for private partnerships, and it appears to us that any existing Company or partnership of seven or more partners may, notwithstanding the above prohibition to register as a Company limited by shares, register and obtain all the privileges and immunities of this act as a Company limited by guarantee.

Insurance Companies.

V. Insurance Companies.

Hitherto, Insurance Companies have been expressly excepted from the privilege of Limited Liability. That great immunity from obligation to repay the premiums they may receive is now extended to them, and it will be competent not only for all future Insurance Companies to be formed with Limited Liability, but for all existing Insurance Companies to register themselves under this Act and take to themselves the privilege of limiting their own liability.

But, unless it is intended to adopt Limited Liability or Liability Limited by Guarantee, there is no need for an existing Insurance Company to register under this act, if it be a Company already registered under the former Joint Stock Companies Acts, for sect. 176 enacts that this act "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.'

What existing Companies may register.

The practical result of these provisions appears to be

1st. That no existing Company formed by Act of Parliament or Letters Patent, by which its

What existing Companies may register. liability is limited, not being a Joint Stock Company, can register under this act.

2nd. That an existing Joint Stock Company, although so formed, and having its liability so limited, may register under this act, though not as an unlimited Company, or as a Company limited by guarantee; but there appears to be no good reason why it should not register as a Limited Company, setting its own limit of liability, without reference to the limit provided by its Private Act or Letters Patent.

All the Railway Companies will come under this provision.

3rd. An existing Company, not being a Joint Stock Company, may register as a Company limited by shares. But it is not prohibited from registering as a Company limited by guarantee, so that the object can be obtained quite as effectually.

4th. Existing Banking Companies may register with Limited Liability, or as a Company limited by guarantee.

5th. Existing Insurance Companies must register, and may do so with Limited Liability, or as a Company limited by guarantee.

Lastly, all existing Joint Stock Companies, that is to say, all Companies "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

Existing Companies.

holders of such stock, and no other persons (sect. 181), will henceforth come under the provisions of this act.

Except

1st. Companies formed by Act of Parliament. 2nd. Companies formed by Letters Patent. 3rd. Companies engaged in mining within the jurisdiction of the Stannaries.

And any of these may, subject to the foregoing exceptions, and on the conditions above stated, and on compliance with the provisions subsequently set forth, register under this act, either as an Unlimited Company, or a Company limited by shares, or as a Company limited by guarantee. What is to be done by existing Companies for the purpose of Registration.

The existing Joint Stock Companies who register under this act must, in the first place, deliver to the registrar the following documents— (1.) A list showing the names, addresses, and occupations of all persons who on a day named in such list, and not being more than six clear days before the day of registration, were members of such Company, with the addition of the shares held by such persons respectively, distinguishing, in cases where such shares are numbered, each share by its number :

(2.) A copy of any Act of Parliament, Royal Charter, Letters Patent, Deed of Settlement, Contract of Copartnery, Cost Book Regulations, or other instrument constituting or regulating the Com

pany:

(3.) If any such Joint Stock Company is intended to be registered as a Limited Company, the above list

Existing Companies.

and copy shall be accompanied by a statement specifying the following particulars; that is to say,

The nominal capital of the Company and the number of shares into which it is divided: The number of shares taken and the amount paid on each share:

The name of the Company, with the addition of the word "Limited as the last word thereof:

With the addition, in the case of a Company intended to be registered as a Company limited by guarantee, of the resolution declaring the amount of the guarantee.

And a Company not being a Joint Stock Company registering under this act must deliver to the registrar a list, showing the names, addresses and occupations of the directors, or other managers of the Company; also a copy of any Act of Parliament, Letters Patent, Deed of Settlement, Contract of Copartnery, Cost Book Regulations, or other instrument constituting or regulating the Company, with the addition in the case of a Company to be limited by guarantee of the resolution declaring the amount of guarantee: (sect. 184.)

If the whole or any part of the capital of such a Company has been converted into stock, there must be given to the registrar, instead of a statement of shares, a statement of the amount of stock, and the names of the persons who were holders of it, on some day to be then named, not being more than six clear days before the day of registration: (sect. 185.)

And all these documents are to be verified by a declaration of the directors, or any two of them,