Existing Companies.

or any two other principal officers of the Company: (sect. 186.)

The Registrar may require evidence to satisfy himself if the Company seeking registration is a Joint Stock Company: (sect. 187.)

No fees are to be charged for such registration by an existing Company unless it changes its character, and having been before unlimited, registers as a Limited Company or otherwise : (sect. 189.)

If it is desired to register with Limited Liability, the Company is empowered to change its name for that purpose by the addition of the word "limited" to that name: (sect. 189.)

On these conditions being complied with, the Company is to have a certificate of registration under this act, which is to be conclusive evidence that all has been rightly done, the requisitions for registration complied with, and that the Company is authorised to be so registered as a Limited or Unlimited Company, as the case may be, and the date of incorporation mentioned in the certificate is to be deemed the date at which the Company was incorporated under this act: (sects. 191, 192.)

The property of the Company, real and personal, including obligations and things in action belonging to or vested in the Company at the date of its registration under this act, are to be thereby transferred to the new Incorporation for all the estate and interest of the Company therein (sect. 192). But it is expressly provided, by section 194, that registration under this act is not to affect obligations, debts, or contracts previously incurred; all pending actions, suits and

Existing Companies.

legal proceedings commenced against the Company, or the public officer, or any member thereof, may be continued as before, and as if this registration had not taken place. But there is this important further provision, that, after registration, execution is not to issue against any individual member of the Company for a judgment previously obtained against the Company; but if there is no property of the Company that can be taken, sufficient to satisfy such judgment, an order is to be had for winding it up: (sect. 195.)

When a Company is so registered, all the provisions contained in any Act of Parliament, Deed of Settlement, Contract of Copartnery, Costbook Regulations, Letters Patent, or other instrument constituting or regulating the Company, are to be deemed to be its conditions and regulations, in the same manner and with the same incidents as if they were contained in a registered Memorandum and Articles of Association, and all the provisions of this act are to apply to the Company, its members and contributories, and all dealing with it, in the same manner in all respects as if it had been formed under this act, subject to the following provisions: (sect. 196.)

(1.) That Table A. in the first schedule to this act shall not, unless adopted by special resolution, apply to any Company registered under this act in pursuance of this part thereof:

(2.) That the provisions of this act relating to the numbering of shares shall not apply to any Joint Stock Company whose shares are not numbered:

(3.) That no Company shall have power to alter any provision contained in any Act of Parliament relating to the Company:

Existing Companies.

(4.) That no Company shall have power, without the sanction of the Board of Trade, to alter any pro

vision contained in any Letters Patent relating to the Company:

(5.) That in the event of the Company being wound up, every person shall be a contributory, in respect of the debts and liabilities of the Company contracted prior to registration, who is liable, at law or in equity, to pay or contribute to the payment of any debt or liability of the Company contracted prior to registration, or to pay or contribute to the payment of any sum for the adjustment of the rights of the members amongst themselves in respect of any such debt or liability; or to pay or contribute to the payment of the costs, charges, and expenses of winding up the Company, so far as relates to such debts or liabilities as aforesaid; and every such contributory shall be liable to contribute to the assets of the Company, in the course of the winding up, all sums due from him in respect of any such liability as aforesaid; and in the event of the death, bankruptcy, or insolvency of any such contributory as last aforesaid, or marriage of any such contributory being a female, the provisions herein before contained with respect to the representatives, heirs, and devisees of deceased contributories, and with reference to the assignees of bankrupt or insolvent contributories, and to the husbands of married contributories, shall apply:

(6.) That nothing herein contained shall authorise any Company to alter any such provisions contained in any Deed of Settlement, Contract of Copartnery, Cost Book Regulations, Letters Patent, or other instrument constituting or regulating the Company, as would, if such Company had originally been formed under this act, have been contained in the Memorandum of Association, and are not authorised to be altered by this act :

But these provisions are not to derogate from any power of altering its constitution or regula

New Companies.

tions which may be vested in such Company by virtue of the Act of Parliament, Deed of Settlement, or other instrument constituting and regulating it (sect. 196.)

But no existing Company not required by the act to register under its provision, is to do so without the assent of a majority of such of its members as may be personally or by proxy present at a general meeting called for the pur

pose.

And if a Company not having the liability of its members limited by Acts of Parliament or Letters Patent is about to register as a Limited Company, that majority must consist of not less than three-fourths of the members present personally or by proxy: (sect. 179.)

And if it is intended to register as a Company limited by guarantee, such assent is to be accompanied by a resolution declaring that each member undertakes to contribute to the assets of the Company, in the event of the same being wound up during the time that he is a member, or within one year afterwards, for payment of the debts and liabilities of the Company, contracted before the time at which he ceased to be a member, and for the costs and expenses of winding-up the Company, such amount as may be required, not exceeding a specified amount: (sect. 179.)

What new Companies may be formed under the new Law.

The act of 1856 introduced another novelty into the law of Joint Stock Companies.

New Companies.

Formerly the law was limited to associations for the purposes of profit; in fact to persons engaged in manufactures or commerce. The Joint Stock Companies Registration Act and the Limited Liability Act were expressly restricted to Companies formed for a commercial purpose or a purpose of profit.

But by the act of 1856, any seven persons, associated for any lawful purpose, were empowered to form themselves into an incorporated Company, and obtain the privilege of Limited Liability.

All associations of seven or more persons, whatever their object, commercial, political, religious, or philanthropic, provided only it be a lawful object, can now become a corporation and secure the great privileges and immunities granted by the law.

All partnerships of more than twenty persons, carrying on any trade or business having gain for its object, must be registered as a Company under this act, unless authorized by Act of Parliament, by royal charter, or by letters patent, or unless engaged in working mines within the jurisdiction of the Stannaries.

And all associations of seven or more persons for any lawful purpose whatever may be so registered.

But although the law nominally applies only to partnerships of seven or more persons, it is fortunately capable of being extended to a very much larger circle, thus preventing the ruin it threatens to individual traders, if no means could be devised for making them participators in its privileges. Happily, an easy plan presents itself for accomplishing this. We will endeavour to show