Part I. Constitution and Incorporation. tained in such articles, subject to the provisions of this act; and all moneys payable by any member to the company, in pursuance of the conditions and regulations of the company, or any of such conditions or regulations, shall be deemed to be a debt due from such member to the company, and in England and Ireland to be in the nature of a specialty debt. (1) The same stamp as if they were contained in a deed.]— The deed stamp of 17. 15s. for the first thirty folios, with the usual additions for excess. (2) They shall bind the Company and the members thereof.] -The Articles of Association should be signed by all the subscribers to the Memorandum of Association, and it is desirable, but not necessary, that they should be signed by all the members of the Company. Nevertheless they are declared when registered to be binding on all the members, as if each had subscribed his name and affixed his seal thereto. By the repealed act the signature by the member of a printed copy of the Articles was declared to be a sufficient execution of them. But now it is rendered unnecessary to subscribe them at all. The members are presumed to learn what the articles contain before they consent to become members. It is to be regretted that the members of Companies were not required to sign the Articles of Association in order to become such. It would have prevented fraud on the part of promoters, given to the public an opportunity for looking into the scheme, and avoided many difficult questions that may arise as to what acts constitute membership with its liabilities. The 23rd sect. defines " a member" to be a person who has agreed to become a member. What a field for dispute is thus opened! How many questions upon this point have been already raised will be seen by reference to the subsequent 'Digest of Decisions," title WINDING-UP, sub-head Contributories. General Provisions. 17. Registration of memorandum of association and articles of association, with fees as in Table B.-The memorandum of association and the articles of association, if any, shall be delivered to the registrar of joint stock companies hereinafter mentioned, who shall retain General Provisions. and register the same: there shall be paid to the registrar by a company having a capital divided into shares, in respect of the several matters mentioned in the table marked B. in the first schedule hereto, the several fees therein specified,(1) or such smaller fees as the Board of Trade may from time to time direct; and by a company not having a capital divided into shares, in respect of the several matters mentioned in the table marked C.(2) in the first schedule hereto, the several fees therein specified, or such smaller fees as the Board of Trade may from time to time direct: all fees paid to the said registrar in pursuance of this act shall be paid into the receipt of Her Majesty's Exchequer, and be carried to the account of the Consolidated Fund of the United Kingdom of Great Britain and Ireland. (1) The several fees therein specified.]-The fees to be charged are as follow: TABLE B. TABLE OF FEES to be paid to the REGISTRAR of JOINT STOCK COMPANIES by a Company having a capital divided into shares. For registration of a Company whose nominal For every 1,000l. of nominal capital, or part of 1,000l., after £ s. d. the first 2,000l., up to 5,000l. ... 1 0 0 For every 1,000l. of nominal capital, or part of 1,000l., after the first 5,000l., up to 100,0001. 0 5 0 For every 1,000l. of nominal capital, or part of 1,000l., after the first 100,000%. ... 010 For registration of any increase of capital made after the first registration of the company, the same fees per 1,000l., or part of a 1,000l., as would have been payable if such increased capital had formed part of the original capital at the time of registration. £ s. d. 200 Part I. Constitution and Incorporation. Provided that no Company shall be liable to pay £ s. d. in respect of nominal capital on registration, or afterwards, any greater amount of fees than 50l., taking into account in the case of fees payable on an increase of capital after registration the fees paid on registration. For registration of any existing Company, except such Companies as are by this act exempted from payment of fees in respect of registration under this act, the same fee as is charged for registering a new Company. For registering any document hereby required or authorized to be registered, other than the Memorandum of Association For making a record of any fact hereby authorized or required to be recorded by the registrar of Campanies, a fee of ... ... ... ... 050 05 0 (2) In the table marked C.-The fees to be so charged are as follow: TABLE C. TABLE OF FEES to be paid to the REGISTRAR of JOINT STOCK COMPANIES by a Company not having a capital divided into shares. For registration of a Company whose number of £ s. d. members as stated in the Articles of Associa ... For registration of a Company whose number of ... For registration of a Company in which the num- ... 2 0 0 5 0 0 20 0 0 0 5 0 General Provisions. Provided that no one Company shall be liable to £ s. d. pay on the whole a greater fee than 207. in respect to its number of members, taking into account the fee paid on the first registration of the Company. For registration of any existing Company, except such Companies as are by this act exempted from payment of fees in respect of registration under this act, the same fee as is charged for registering a new Company. ... ... 0 5 0 For registering any document hereby required or ... ... ... ... 0 5 0 18. Effect of registration.—Upon the registration of the memorandum of association, and of the articles of association in cases where articles of association are required by this act or by the desire of the parties to be registered, the registrar shall certify under his hand that the company is incorporated, and in the case of a limited company that the company is limited: the subscribers of the memorandum of association, together with such other persons as may from time to time become members of the company, shall thereupon be a body corporate by the name contained in the memorandum of association, capable forthwith of exercising all the functions of an incorporated company, and having perpetual succession and a common seal, with power to hold lands, (1) but with such liability on the part of the members to contribute to the assets of the company in the event of the same being wound up as is hereinafter mentioned a certificate of the incorporation of any company given by the registrar shall be conclusive evidence that all the requisitions of this act in respect of registration have been complied with. With power to hold lands.]-There is now, it would seem, no limit to the amount of land a Company may hold. The former Joint Stock Acts expressly prohibited a Company from holding more land than was permitted by a licence, which was to be obtained from the Board of Trade, by whom the quantity was always limited. But by this act Part I. Constitution and Incorporation. only Companies formed to promote art, science, religion, charity, or other like objects, are by sect. 21, forbidden this privilege. Trading Companies are empowered to hold land without limit. The abuses to which such a power is open, and the dangerous consequences of such abuses, are patent at a glance. 19. Copies of memorandum and articles to be given to members.— A copy of the memorandum of association, having annexed thereto the articles of association, if any, shall be forwarded to every member, at his request, on payment of the sum of one shilling or such less sum as may be prescribed by the company for each copy; and if any company makes default in forwarding a copy of the memorandum of association and articles of association, if any, to a member, in pursuance of this section, the company so making default shall for each offence incur a penalty not exceeding one pound. 20. Prohibition against identity of names in companies.-No company shall be registered under a name identical with that by which a subsisting company is already registered, or so nearly resembling the same as to be calculated to deceive, (1) except in a case where such subsisting company is in the course of being dissolved and testifies its consent in such manner as the registrar requires; and if any company, through inadvertence or otherwise, is, without such consent as aforesaid, registered by a name identical with that by which a subsisting company is registered, or so nearly resembling the same as to be calculated to deceive, such first-mentioned company may, with the sanction of the registrar, change its name, and upon such change being made the registrar shall enter the new name on the register in the place of the former name, and shall issue a certificate of incorporation altered to meet the circumstances of the case; but no such alteration of name shall affect any rights or obligations of the company, or render defective any legal proceedings instituted or to be instituted by or against the company, and any legal proceedings may be continued or commenced against the company by its new name that might have been continued or commenced against the company by its former name. (1) So nearly resembling the same as to be calculated to deceive.]-It is impossible to predicate what will be deemed a resemblance. On this there will be as many opinions as |