Liability of Members. were made upon him for the shares held by him, he cannot set-off the dividends due to him against the calls claimed from him; and if there should be no assets, and the other members should have paid up, he has no remedy against them. This is a possible and even probable injustice inherent in Limited Liability, and but one of many. PART III. MANAGEMENT AND ADMINISTRATION OF COMPANIES AND AssoCIATIONS UNDER THIS ACT. Provisions for Protection of Creditors. 39. Registered office of company.-Every company under this act shall have a registered office to which all communications and notices may be addressed: If any company under this act carries on business without having such an office, it shall incur a penalty not exceeding five pounds for every day during which business is so carried on. 40. Notice of situation of registered office.-Notice of the situation of such registered office, and of any change therein, shall be given to the registrar, and recorded by him: Until such notice is given the company shall not be deemed to have complied with the provisions of this act with respect to having a registered office. 41. Publication of name by a limited company.-Every limited company under this act, whether limited by shares or by guarantee, shall paint or affix, and shall keep painted or affixed, its name(1) on the outside of every office or place in which the business of the company is carried on, in a conspicuous position, in letters easily legible, and shall have its name engraven in legible characters on its seal, and shall have its name mentioned in legible characters in all notices, advertisements, and other official publications(2) of such company, 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 such company, and in all bills of parcels, invoices, receipts, and letters of credit of the company. Part III. Management and Administration. (1) Every Limited Company, &c., shall paint or append its name, &c.]-The word limited is part of the name of the Company, and should not be distinguished from the rest of the title by being expressed in letters of smaller size, or by way of parenthesis, within hyphens. (2) Other official publications.]-This is capable of a very wide interpretation, and therefore the safest course will be to attach the name on ALL occasions, and to have all the letter paper used by the Company engraven at the head with its full name and address. 42. Penalties on non-publication of name.-If any limited company under this act does not paint or affix, and keep painted or affixed, its name in manner directed by this act, it shall be liable to a penalty not exceeding five pounds for not so painting or affixing its name, and for every day during which such name is not so kept painted or affixed and every director and manager of the company who shall knowingly and wilfully authorize or permit such default shall be liable to the like penalty; and if any director, manager, or officer of such company, or any person on its behalf, uses or authorizes the use of any seal purporting to be a seal of the company whereon its name is not so engraven as aforesaid, or issues or authorizes the issue of any notice, advertisement, or other official publication of such company, or signs or authorizes to be signed on behalf of such company (1) any bill of exchange, promissory note, endorsement, cheque, order for money or goods, or issues or authorizes to be issued any bill of parcels, invoice, receipt, or letter of credit of the company, wherein its name is not mentioned in manner aforesaid, he shall be liable to a penalty of fifty pounds, and shall further be personally liable to the holder of any such bill of exchange, promissory note, cheque, or order for money or goods, for the amount thereof, unless the same is duly paid by the company. (1) Authorizes to be signed on behalf of such company.]— An acceptance would be included in the word "signed." In Penrose v. Martyn (28 L. J. 28, Q. B.), plaintiff had drawn a bill of exchange on a company ignorant that it was a limited company, and in addressing the bill omitted the word "limited." The secretary accepted it in his own name, adding the words "Secretary to the said company." The court held the defendant to be personally liable. Protection of Creditors. 43. Register of mortgages.-Every limited company under this act shall keep a register of all mortgages and charges(1) specifically affecting property of the company, and shall enter in such register in respect of each mortgage or charge a short description of the property mortgaged or charged, the amount of charge created, and the names of the mortgagees or persons entitled to such charge: If any property of the company is mortgaged or charged without such entry as aforesaid being made, every director, manager, or other officer of the company who knowingly and wilfully authorizes or permits the omission of such entry shall incur a penalty not exceeding fifty pounds: The register of mortgages required by this section shall be open to inspection by any creditor or member of the company at all reasonable times; and if such inspection is refused, any officer of the company refusing the same, and every director and manager of the company authorizing or knowingly and wilfully permitting such refusal, shall incur a penalty not exceeding five pounds, and a further penalty not exceeding two pounds for every day during which such refusal continues; and in addition to the above penalty, as respects companies registered in England and Ireland, any judge sitting in chambers, or the vice-warden of the Stannaries in the case of companies subject to his jurisdiction, may by order compel an immediate inspection of the register. (1) A register of all mortgages and charges.]-The following form is suggested: 44. Certain companies to publish statement entered in schedule.Every limited banking company and every insurance company,(1) and deposit, provident, or benefit society under this act shall, before it commences business, and also on the first Monday in February and the first Monday in August in every year during which it carries on business, make a statement in the form marked D. in the first schedule hereto, Part III. Management and Administration. or as near thereto as circumstances will admit, and a copy of such statement shall be put up in a conspicuous place in the registered office of the company, and in every branch office or place where the business of the company is carried on, and if default is made in compliance with the provisions of this section the company shall be liable to 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. Every member and every creditor of any company mentioned in this section shall be entitled to a copy of the above mentioned statement on payment of a sum not exceeding sixpence. (1) Every Insurance Company.]- The section does not use the word "formed" under this act, and consequently it applies to all existing Insurance Companies, who are thus compelled twice in every year to post in their places of business a statement of the following particulars. FORM D. FORM OF STATEMENT referred to in Part III. of the Act. The capital of the Company* is into shares of The number of shares issued is each. divided Calls to the amount of pounds per share have been made, under which the sum of received. pounds has been The liabilities of the company on the first day of January (or July) were,— Debts owing to sundry persons by the Company: On judgment, £ On speciality, £ On notes or bills, £ On simple contracts, £ On estimated liabilities, £ The assets of the company on that day were, Government securities [stating them], £ Bills of exchange and promissory notes, Other securities, £ *If the Company has no capital divided into shares, the portion of the statement relating to capital and shares must be omitted. Protection of Creditors. It will be obvious that if such a publication is desirable with Insurance Companies, where the liability of the shareholders is at present unlimited, it must be far more requisite with limited Companies of all kinds, where the creditors have no other security than the actual assets, and to whom, therefore, a knowledge of the true position of the business is essential. 45. List of directors to be sent to Registrar.-Every company under this act, and not having a capital divided into shares, shall keep at its registered office a register containing the names and addresses and the occupations of its directors or managers, and shall send to the Registrar of Joint Stock Companies a copy of such register, and shall from time to time notify to the registrar any change that takes place in such directors or managers. 46. Penalty on company not keeping register of directors.--If any company under this act, and not having a capital divided into shares, makes default in keeping, a register of its directors or managers, or in sending a copy of such register to the registrar in compliance with the foregoing rules, or in notifying to the registrar any change that takes place in such directors or managers, such delinquent 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. 47. Promissory notes and bills of exchange.-A promissory note or bill of exchange shall be deemed to have been made, accepted, or endorsed on behalf of any company under this act, if made, accepted, or endorsed in the name of the company by any person acting under the authority of the company, or if made, accepted, or endorsed by or on behalf or on account of the company, by any person acting under the authority of the company. 48. Prohibition against carrying on business with less than seven members. If any company under this act carries on business when the number of its members is less than seven for a period of six months after the number has been so reduced, every person who is a member of such company during the time that it so carries on business after such |