for the time being to be appointed to sue and be sued on behalf of such company or body, and registered in pursuance of the directions of such appointment and registration respectively hereinafter contained; and that all suits and proceedings, whether at law or in equity, by or on behalf of any person or persons, whether bodies politic or others, and whether or not members of such company or body, against such company or body, shall be commenced and prosecuted against one of such officers, or if there shall be no such officer for the time being, then against any member of such company or body: provided nevertheless, that nothing in this act or in Proviso. such letters-patent contained or to be contained shall prevent the plaintiff from joining any member of such company or body with such officer as a defendant in equity, for the purpose of discovery, or in case of fraud.

members of

stricted by

patent.

4. It shall and may be lawful, in and by such Individual letters patent so to be granted to any such body or liability of company as aforesaid, to declare and provide that a company the members of such company or body so associated may be reas aforesaid shall be individually liable in their letters persons and property for the debts, contracts, engagements and liabilities of such company or body to such extent only per share as shall be declared and limited in and by such letters patent; and the members of such company or body shall accordingly be individually liable for such debts, contracts, engagements and liabilities respectively to such extent only per share as in such letters patent shall be declared and limited; such liability nevertheless to be enforced in such manner and subject to such provisions as are hereinafter contained.

executed (b).

5. Every such company or body to which any Deed of partsuch privileges or powers as herein before mentioned nership to be shall be granted under the authority of this act shall be entered into or formed by a deed of partnership or association, or an agreement in writing of that nature; and the undertaking shall by such deed or agreement be divided into a certain number of shares

inafter men

company.

to be there specified; and in such deed or agreement, or in some schedule thereto, there shall be set forth the name or style of the said company or body, the names or styles of the members of the said company or body, the date of the commencement thereof, the business or purpose for which the said company or body is formed, and the principal or only place for carrying on such business; and in such deed or agreement there shall also be contained the appointment of two or more officers to sue or be sued on behalf of such company or body in manner hereinafter mentioned.

(b) See Philipson v. Earl of Egremont, 6 Q. B. 587.

Return to be 6. Such company or body as aforesaid shall, made as here within three calendar months after the grant of such tioned of the letters patent as aforesaid, make or cause to be made granting of letters-patent a return to such one of the offices for enrolment and style of hereinafter mentioned as shall be required under the provisions of this act, containing the date of the grant of such letters patent as aforesaid, the name or style of the said company or body, the business or purpose for which the said company or body is formed, the principal or only place for carrying on such business, the total number of shares in the said company or body (and each of which shares is to be distinguished by a separate number in regular succession), the amount to which each share shall render the holder thereof liable, the names and (except as to bodies politic) the places of abode of all the members thereof, and the distinctive number or numbers of the share or respective shares which each member holds; and such company or body shall also at the same time make a return of the names and descriptions of the officers appointed by such company or body to sue and be sued on behalf thereof in manner aforesaid; such return to be made in the form in the Schedule (A.) to this act annexed.

Name of com

pany not to be changed

7. During the continuance of any such company or body after it shall have been so registered no

try.

turn to be

change shall be made in the name or style thereof; after regisand if the principal or only place for carrying on If place of the business of the said company or body shall be business changed the said company or body shall within changed, rethree calendar months after such change make or cause to be made a return to the said office as aforesaid of such change in the form in Schedule (B.) to this act annexed.

made.

be members

or corpora

shares, or of

member,

within three

8. In case any person shall cease to be a member When perof such company or body (except by means of the sons cease to transfer by deed or writing of any share therein), of company or in case of the addition of any person thereto tion, except (except by means of the transfer of any share as by transfer of aforesaid), or of the change of the name of any change of member thereof by marriage or otherwise, the said name of company or body shall, within three calendar months company to after information shall be received by the said com- make return pany or body of any person so ceasing as aforesaid, months. or of such change or addition as aforesaid, make or cause to be made a return to the said office as aforesaid, containing the names and places of abode of all persons having ceased to be members thereof (except as aforesaid), and the names and places of abode of all persons having become members thereof (except as aforesaid), and specifying any change in the name of any member thereof by marriage or otherwise; such return to be made in one of the forms in the schedule (C.) to this act annexed, as the case may be.

of shares, notice to be

company or

9. On the transfer by deed or writing of any share On transfer in any such company or body as aforesaid, a notice in writing, specifying the date of such transfer, the given to the distinguishing number of the share transferred, the corporation name and (except in the case of a body politic) the by transferee. place of abode of the person by whom or on whose behalf and of the name and (except as aforesaid) the place of abode of the person to whom such transfer is made, shall be given to the said company or body, by leaving the transfer, when executed by both parties, or some note or memorandum thereof signed

Company or corporation

by them, at the principal or only office of the said company or body.

10. In case of the transfer of any share in such to make re- company or body, the said company or body shall, turn within within three calendar months after receiving such three months notice as aforesaid of such transfer, make or cause ing notice of to be made a return to the said office as aforesaid,

after receiv

transfer.

Any person

having made

payment in

respect of a

share in a company under any judgment

against such

company to make a re

turn thereof Chancery

to Court of

Company to make return

containing the date of such transfer, the distinguishing number of the share transferred, the name and (except in the case of a body politic) the place of abode of the person by whom or on whose behalf such transfer is made, and of the person to whom such transfer is made, in the form in schedule (D.) to this act annexed; and such company or body are hereby required, on the request in writing of either of the parties, forthwith to make such return accordingly.

11. Where the extent per share of the liability of the individual members of any such company or body shall have been limited by letters patent as aforesaid, it shall be lawful for any person who shall or may from time to time have advanced or paid any sum in consequence or by virtue of any execution or diligence issued against him in respect of any share in such company or body, under any judgment, decree, interlocutor or order to be obtained against any officer of the said company or body, or any member thereof, in manner hereinafter mentioned, to make a return thereof to such office as aforesaid in the form in schedule (E.) to this act annexed; and every such return shall be accompanied with a proper voucher or vouchers of the fact of such payment, without which the same shall not be registered as hereinafter mentioned.

12. If any sum or sums shall at any time be when repay repaid by any such company or body as last aforement is made said in respect of any such sum which may have advanced by been so advanced or paid by virtue of such execuany person. tion or diligence, the said company or body shall forthwith make or cause to be made a return to such

of money so

office as aforesaid, specifying the amount of such repayment, in the form in schedule (F.) to this act annexed.

resignation,

sue and be

half of company or body,

appointed,

made.

13. In case of the death or resignation or removal on death, of any officer appointed to sue and be sued on or removal behalf of any company or body to be formed in of officer appursuance of any of the provisions of this act, the pointed to said company or body shall forthwith appoint in his sued on bestead another officer to sue and be sued on behalf of such company or body, and shall, within three another to be calendar months after the death, resignation or and return removal of such officer as aforesaid, make or cause to be made a return to the said office as aforesaid, containing as well the name and description of the person who has ceased to be such officer in manner aforesaid as the name and description of the officer who has been appointed to sue and be sued on behalf of such company or body; such return to be made in the form in schedule (G.) to this act annexed.

and verified.

14. All returns to be made in manner aforesaid Returns how to be signed by such company or body shall be signed by one of such officers, and shall be verified by a declaration of such officer made pursuant to the provisions of the statute 5 & 6 Will. 4, c. 62, except that if there shall be no such officer, or such officer shall refuse to act, then such return shall be signed and verified as aforesaid by some member of the said company or body (c).

(c) See the Form of Declaration under this act, ante, p. 224.

names of

dered invalid

15. Any return to be made in manner aforesaid Return of of the name or place of abode of any original members, &c. member of such company or body, or of any person not to be rento or in whom any share in such company or body by unintenshall be transferred or become vested, shall not be tional error. rendered invalid for the purposes of this act by any error or omission in the same, if the said company or body shall, within one calendar month after information of such error or omission shall be received by such company or body, cause a correct