company must determine by artificial rules, which is the central point of the enterprise, and thence declare the domicil. See 4 Phill. Intern. Law, p. 139.

A Scotch incorporated company having manufactories in Scotland, but having houses of business in England, which the company necessarily carry on by agents or managers, and having considerable personal property in England, may, for the purposes of jurisdiction, be deemed to have two domicils. Its business being necessarily carried on by agents, there is no reason for confining its domicil to the place where the goods are manufactured. Both places of business may, for the purposes of jurisdiction, be deemed the domicil. Per Lord St. Leonards, Carron Iron Company v. Maclaren, 5 H. L. Cas. 449, 450; 16 Beav. 279; see Westlake's Intern. Law, p. 50.

A corporation can be said to dwell, for the purposes of jurisdiction, at the place where its business is carried on. Taylor v. Crowland Gas Company, 11 Exch. 1. The Great Western Railway Company has its principal station at Paddington, where the directors meet, the secretary resides, general meetings are held, and whence orders emanate. It was held, that the company dwells at Paddington, within the meaning of that word in the act 9 & 10 Vict. c. 95, s. 128, and consequently that where a plaintiff in an action against the company dwelt more than twenty miles from Paddington, the superior_court had concurrent jurisdiction. Adams v. Great Western Railway Company, 6 H. & N. 404. It has since been held, that a railway company does not carry on its business within the meaning of the 60th section of the act 9 & 10 Vict. c. 95, at any place other than its principal office, at which its business is managed. Shields v. Great Northern Railway Company, 7 Jur. N. S. 631.

A company carrying on business in London, which employs in a country town a general commission agent, who transacts the company's business in such town, in an office for which the company pays him rent, do not carry on business in that town, within the meaning of the 9 & 10 Vict. c. 95, s. 128. Corbett v. General Steam Navigation Company, 4 H. & N. 482. So a railway company does not carry on business, within the same act, at a receiving house or booking office kept by an agent for the receipt and booking of parcels and packages for all the railways generally. Minor v. London and North Western Railway Company, 1 C. B., N. S. 325.

Although a foreign company may have its principal

place of business abroad, and be therefore domiciled abroad, it may be sued in the courts of this country, if it is in fact amenable to the process of such courts. There is no difference in this respect between a foreign individual and a foreign corporation, except that the individual may be amenable to process both in his person and in his property, whilst a corporation domiciled abroad can, it is conceived, only be amenable to process through its property and its agents. In neither case, however, does the simple fact of a foreign domicil exclude the jurisdiction. See Maclaren v. Stainton, 16 Beav. 279, and the judgment of Lord St. Leonards, 5 H. L. Cas. 450.

The jurisdiction of English courts over foreign companies was discussed in Norris v. Chambers, 29 Beav. 246, affirmed on appeal, 7 Jur. N. S. 689, in which it was held, that a mere lien on property situate abroad cannot be enforced here, unless such lien is founded on some contract or transaction creating a personal obligation on the part of the defendant in favor of the plaintiff. See Hunter v. Stewart, 31 L. J., Ch. 346; ante, p. 417.

Notwithstanding the difference of opinion in the case of the Carron Iron Company v. Maclaren, 5 H. L. Cas. 416; 16 Beav. 279, companies formed in this country for the purpose of carrying on business abroad, but having their principal place of business here, are clearly subject to the jurisdiction of the English courts. See Madrid and Valencia Railway Company, 3 De G. & S. 127; 2 Mac. & G. 169; ante, p. 459; Butt v. Monteaux, 1 K. & J. 98; see Supplement to Lindley on Partn. pp. 23, 24.

A company formed under the Companies Act, 1862, will, for the purposes of that act, be considered as resident in that part of the United Kingdom in which the company's registered office is situate. See ante, ss. 8— 10, pp. 13-18.

For the purpose of determining the court in which an unregistered company is to be wound-up under the same statute, the company is to be considered as registered in that part of the United Kingdom in which its principal place of business is situate. Ante, s. 199, p. 230.

As to taking evidence in matters pending before foreign tribunals, see 19 & 20 Vict. c. 113; 22 Vict.

c. 20.

FORM OF MEMORANDUM OF

ASSOCIATION.

Memorandum of Association

OF THE

SLATE QUARRY COMPANY, LIMITED.

1st. THE name of the company is the [name] Slate Quarry Company, Limited.

2nd. The registered office of the company will be situate in England.

in the

3rd. The objects for which the company is established are, the working and developing the slate quarries, situate in the township of in the parish of county of Carnarvon, and the manufacturing and selling the slates and slabs won or obtained therefrom; and also (as a secondary object only) the selling, or leasing, or granting rights to work, win and sell the flag and other stones, and other ores, mines and minerals which may be won or obtained, or found in the quarrying, working or developing such slate quarries, and the doing all such other things as are incidental or conducive to the attainment of the above objects.

4th. The liability of the members is limited. 5th. The nominal capital of the company is vided into shares of ten pounds each.

di

WE, the several persons whose names and addresses are subscribed, are desirous of being formed into a company, in pursuance of this memorandum of association, and we respectively agree to take the number of shares in the capital of the company set opposite our respective names.

Names, Addresses and Descriptions of Subscribers.

No. of Shares taken by

each Subscriber.

Witness to the signatures of

Dated the 22nd day of January, 1863.

Registered with Articles of Association.

Certificate of incorporation, dated the 31st day of

January, 1863.

FORM OF ARTICLES OF

ASSOCIATION.

Articles of Association

OF THE

SLATE QUARRY COMPANY, LIMITED.

Ir is agreed as follows :—

The articles of table A, in the first schedule to the Companies Act, 1862, shall not apply except so far as the same have been inserted in and are to be actually found in these presents without referring to the said table A, and in lieu thereof the company shall be subject to the following articles:

1. The company shall, if and when the same can be obtained, take an assignment of the existing lease or licence, dated &c., and made by (four of the subscribers) their executors, administrators and assigns, for the term of twenty-one years from the

186

to

day of to dig, mine, search for, raise, quarry and work the slate rocks and slate quarries called the Quarry; and also the beds of slate of all kinds and qualities, and all manner of mines, minerals, pits and veins of lead, tin ore, copper ore or other metal or metals, minerals and productions now open and known, or that may be found in, upon or underneath certain closes of land, part of a certain messuage, tenement, farm and lands of the said [lessor] called situate in the township of in the parish of the county of ; and may also take a lease or licence of the same premises, either to the company or to trustees or a trustee for the company, for such further term, by way of renewal or otherwise, as the company may think fit, and as can be obtained. The company may also purchase the plant, stock and effects belonging or appertaining to the said quarry, or used in the work

in