General Provisions.

men. Glaring cases will be disposed of easily; but there is a debateable ground that may give rise to a good deal of litigation. But the question arises here, what is the remedy of the invaded Company? Is the registrar to form his own judgment, and refuse to register? It would appear from the subsequent provision that if the Company whose name is to be taken consents, that consent is to be testified in such manner as the registrar may require. Is he merely a ministerial officer, or something more? Of course the remedy of injunction is open; but a less costly one would be desirable, and it is uncertain from the language of this section whether the registrar has the power to determine, or even to refuse to register.

21. Prohibition against certain companies holding land.—No company formed for the purpose of promoting art, science, religion, charity, or any other like object, not involving the acquisition of gain by the company or by the individual members thereof, shall, without the sanction of the Board of Trade, hold more than two acres of land; but the Board of Trade may, by licence (1) under the hand of one of their principal secretaries or assistant secretaries, empower any such company to hold lands in such quantity and subject to such conditions an they think fit.

(1) By Licence.]-This is a very small limit of allowance, and it opens many grave questions as to what may be deemed to be Companies formed for the purpose of promoting art, science, religion, or charity. Trade is now so nearly allied with art, that it will be difficult to draw the line between them. The form of the licence by the Board of Trade is given in the Second Schedule, Form F., as follows:

FORM F.

LICENCE to hold LANDS.

The Lords of the Committee of Privy Council appointed for the consideration of matters relating to trade and foreign plantations hereby license the

Association Limited, to hold the lands hereunder described [insert description of lands]. The conditions of this licence are [insert conditions, if any].

Part II. Distribution of Capital and Liabilities.

PART II.

DISTRIBUTION OF CAPITAL AND LIABILITY OF MEMBERS OF COMPANIES AND ASSOCIATIONS UNDER THIS ACT.

Distribution of Capital.

22. Nature of interest in company.-The shares or other interest of any member in a company under this act shall be personal estate, capable of being transferred in manner provided by the regulations of the company, and shall not be of the nature of real estate, and each share shall, in the case of a company having a capital divided into shares, be distinguished by its appropriate number.

23. Definition of "member."-The subscribers of the memorandum of association of any company under this act shall be deemed to have agreed to become members of the company whose memorandum they have subscribed, and upon the registration of the company shall be entered as members on the register of members hereinafter mentioned; and every other person who has agreed to become a member (1) of a company under this act, and whose name is entered on the register of members, shall be deemed to be a member of the company.

(1) Who has agreed to become a member.]—It is much to be regretted that there is no express definition of the manner in which consent to become a member should be shown. A wide field is open for doubt and consequent litigation on the question what is an agreement to become a member. Reference to the digest of decided cases at the end of this volume will show how often this question has been raised and how difficult it is to determine. It might have been removed by enacting that subscription to the Articles of Association, or a copy of them, should be necessary to constitute membership, and that in case of a transfer of shares, the transferor should continue liable as a member until the transferee had duly signed the articles. Signature of a printed copy, attested by a witness, would have removed any possible inconvenience from such a requirement. As it is, the question is open to be contested, and therefore we would recommend the promoters of new Companies to be

Distribution of Capital.

satisfied with nothing less than an acceptance by signature of the Articles of Association, or of a copy of them. In Re The General Steam Printing Company (4 L. T. Rep. N.S. 589), it was decided that subscription to the articles must be personal and not by an agent. In the Bog Lead Mining Company v. Montague (30 L.J. 380, C. P.), a letter of application and allotment was held to constitute membership. But if any conditions are attached to the allotment it would be otherwise: (Oriental Inland Steam Company v. Briggs, 5 L. T. Rep. N.S. 477).

24. Transfer by personal representative. Any transfer of the share or other interest of a deceased member of a company under this act, made by his personal representative, shall, notwithstanding such personal representative may not himself be a member, be of the same validity as if he had been a member at the time of the execution of the instrument of transfer.

25. Register of members.-Every company under this act shall cause to be kept in one or more books a register of its members,(1) and there shall be entered therein the following particulars : (1.) The names and addresses, and the occupations, if any, of the members of the company, with the addition, in the case of a company having a capital divided into shares, of a statement of the shares held by each member, distinguishing each share by its number: And of the amount paid or agreed to be considered as paid on the shares of each member:

(2.) The date at which the name of any person was entered in the register as a member :

(3.) The date at which any person ceased to be a member : And any company acting in contravention of this section shall incur a penalty(1) not exceeding five pounds for every day during which its default in complying with the provisions of this section continues, and every director or manager of the company who shall knowingly and wilfully authorize or permit such contravention shall incur the like penalty.

(A register of its members.]-Under a similar provision in 19 & 20 Vict. c. 47, s. 16, a register of shareholders was held to be evidence, though not authenticated by the seal of the company (Cornwall Mining, &c., Company v. Bennett, 5 H. & N. 432.)

:

Part II. Distribution of Capital and Liabilities.

(2) Shall incur a penalty.]-The manner of enforcing penalties is prescribed by sect. 65, and the application of them by sect. 66.

26. Annual list of members.-Every company under this act, and having a capital divided into shares, shall make, once at least in every year, a list of all persons who, on the fourteenth day succeeding the day on which the ordinary general meeting, or if there is more than one ordinary meeting in each year, the first of such ordinary general meetings is held, are members of the company; and such list shall state the names, addresses, and occupations of all the members therein mentioned, and the number of shares held by each of them, and shall contain a summary specifying the following particulars:

(1.) The amount of the capital of the company, and the number of shares into which it is divided :

(2.) The number of shares taken from the commencement of the company up to the date of the summary :

(3.) The amount of calls made on each share:

(4.) The total amount of calls received: (5.) The total amount of calls unpaid :

(6.) The total amount of shares forfeited:

(7.) The names, addresses, and occupations of the persons who have ceased to be members since the last list was made, and the number of shares held by each of them.

The above list and summary shall be contained in a separate part of the register, and shall be completed within seven days after such fourteenth day as is mentioned in this section, and a copy shall forthwith be forwarded to the Registrar of Joint Stock Companies.

27. Penalty on company, &c., not keeping a proper register.(1)—If any company under this act, and having a capital divided into shares, makes default in complying with the provisions of this act with respect to forwarding such list of members or summary as is hereinbefore mentioned to the registrar, such company shall incur a penalty not exceeding five pounds for every day during which such default continues, and every director and manager of the company who shall knowingly and wilfully authorize or permit such default shall incur the like penalty.

Distribution of Capital.

(1) The side note.]—It will be observed that the side note or abstract of this section is entirely erroneous, and might mislead a reader searching hastily. The section is described as relating to "Penalty on Company, &c., not keeping a proper register." In fact the penalty imposed by the section relates entirely to the omission to send a copy of the list of members to the registrar. The text here being, of necessity, a verbatim copy of the act as it issued from the Queen's printer, we could not correct the error; but we recommend the reader to set it right with his pen.

28. Company to give notice of consolidation or of conversion of capital into stock. Every company under this act, having a capital divided into shares, that has consolidated and divided its capital into shares of larger amount (1) than its existing shares, or converted any portion of its capital into stock, shall give notice to the Registrar of Joint Stock Companies of such consolidation, division, or conversion, specifying the shares so consolidated, divided, or converted.

(1) Shares of larger amount. Although a Company may divide its capital into shares of larger amount, there is no power to divide it into shares of smaller amount.

29. Effect of conversion of shares into stock.-Where any company under this act, and having a capital divided into shares, has converted any portion of its capital into stock, and given notice of such conversion to the registrar, all the provisions of this act which are applicable to shares only shall cease as to so much of the capital as is converted into stock ;(1) and the register of members hereby required to be kept by the company, and the list of members to be forwarded to the registrar, shall show the amount of stock held by each member in the list instead of the amount of shares and the particulars relating to shares hereinbefore required.

(1) Converted into stock.]--This is only a fine name for paid-up shares. It is difficult to discover the use of filing this information with the registrar, for inasmuch as the shareholder who holds paid-up shares is liable for nothing more under any circumstances, it is useless to tell creditors who are the shareholders. Baron Rothschild, in such a case, affords no better security to the creditors than a pauper.