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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 (b).
(a) See 19 & 20 Vict. c. 47, s. 27, 20 & 21 Vict. c. 14, s. 16. (b) The mode of recovering penalties is prescribed by sect. 65, post.
20. No company shall be registered under a Prohibition name identical with that by which a subsisting against company is already registered, or so nearly resem- names in bling the same as to be calculated to deceive [excepties(c). 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.
(c) The 6th section of 19 & 20 Vict. c. 47, does not contain the words in brackets.
In the act to amend the law relating to the fraudulent Act as to
extends to bodies cor
marking of merchandize, 25 & 26 Vict. c. 88, the word person in that act includes any person, whether a subject of her Majesty or not, and any body corporate or body of the like nature, whether constituted according to the law of this country, or of any of her Majesty's colonies or dominions, according to the law of any foreign country, and also any company, association or society of persons, whether the members thereof be subjects of her Majesty or not, or some of such persons subjects of her Majesty, or some of them not, and whether such body corporate, body of the like nature, company, association or society be established to carry on business within her Majesty's dominions or elsewhere, or partly within her Majesty's dominions, and partly elsewhere.
As to the infringement of trade marks, see Purser v. Brain, 17 L. J., Ch. 141; Knott v. Morgan, 2 Keen, Q. B.; Parry v. Truefitt, 6 Beav. 66; Croft v. Day, 7 Beav. 84; Spottiswood v. Clark, 2 Phill. C. C. 154; Franks v. Weaver, 10 Beav. 297; Burgess v. Burgess, 3 De G., M. & G. 896; London and Provincial Land Assurance Society v. London and Provincial JointStock Life Insurance Company, 11 Jur. 938; 18 C. B. pp. 9597, note.
In an action against a banking corporation the declaration assuming an stated that the plaintiff had established a bank, called “The Bank of London," at great expense, and caused the name to be published and affixed to the offices of the bank and prospectuses to be issued, and that the defendants afterwards fraudulently established another bank under the style of "The Bank of London," in imitation of the Bank of London of the plaintiff, by reason of which he was prevented from carrying on his business at his bank so fully as he otherwise would, and was deprived of gains and profits: it was held, that the declaration was bad for not showing that the plaintiff carried on the business of a banker. Jervis, C. J., said, all that appears is, that the plaintiff was the promoter of a certain bank, called "The Bank of London," which he proposed to establish in the city of London, and that he incurred expense in putting up the name on a brass plate and in publishing prospectuses, and that some one else had beaten him in the race and established a bank under the same name by virtue of letters patent. It did not appear that the plaintiff had even carried on the business of banking, or that he had a single customer, or that he was in a position to be damnified by the acts of the defendants. Lawson v. Bank of London, 18 C. B. 84; 2 Jur. N. S. 18; 25 L. J., C. P. 188.
Prohibition against cer
21. No company formed for the purpose of promoting art, science, religion, charity, or any other panies hold- like object, not involving the acquisition of gain by ¡ing land (a). 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 (b) 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 as they think fit (c).
(a) This corresponds with the 38th section, 19 & 20 Vict. c. 47.
(b) See form (F) in second schedule to this act.
(c) The quantity of land which may be granted for sites of schools, &c. is limited to two acres. 15 & 16 Vict. c. 49.
AND LIABILITY OF
DISTRIBUTION OF CAPITAL
MEMBERS OF COMPANIES AND ASSOCIATIONS
UNDER THIS ACT.
Distribution of Capital.
interest in company (d).
22. The shares or other interest of any member Nature of in a company under this act shall be personal estate (e), capable of being transferred in manner provided by the regulations of the company (ƒ), 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.
(d) See 19 & 20 Vict. c. 47, s. 15.
(e) See note, post.
(f) See table (A) to this act, pl. 8-16.
23. 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 (h); and every other person who has agreed to become a member of a company under this act, and whose name is entered on the
Transfer by personal re
register of members, shall be deemed to be a member of the company.
(g) See 19 & 20 Vict. c. 47, ss. 8, 19.
(h) See sect. 25.
24. Any transfer of the share or other interest of presentative. 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 (a).
(a) See table (A) to this act, pl. 8—16.
25. Every company under this act shall cause to members (6). be kept in one or more books a register of its members (c), and there shall be entered therein the following particulars :
(1.) The names and addresses, and the occupa-
(2.) The date at which the name of any person
And any company acting in contravention of this
(b) See 19 & 20 Vict. c. 47, s. 16.
(e) The mode of recovering penalties is prescribed by sect. 65, post.
of members (a).
26. Every company under this act, and having a Annual list 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 (b), 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 :- (c)
(1.) The amount of the capital of the company, and the number of shares into which it is
(2.) The number of shares taken from the com-
(3.) The amount of calls made on each share;
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.
(a) See 19 & 20 Vict. c. 47, s. 17, which is similar to this
(b) A general meeting of every company under this act shall be held once at least in every year, post, sect. 49, p. 52.
(c) Whereas the licences and certificates granted to Licences to bankers and persons acting as bankers in Great Britain and joint stock Ireland respectively, by or under the authority of the com