incurring the penalty, by the appointment of a solicitor to make the required returns. (k) They must, however, in this case, return a duplicate of the appointment in writing, signed by some one or more of the promoters, together with a duplicate of the acceptance of such appointment, signed by the person so appointed. The solicitor thereupon becomes the party to make the requisite returns, and is liable to the penalty in case he fails to do so, or may even be suspended from practice, or struck off the rolls, if it appears that he fraudulently omitted to make a return() of any such particulars. The above appointment continues in force until a duplicate of the revocation or of the resignation of the appointment, signed as aforesaid, be returned to the registry office, or until the decease of the solicitor; (1) also, upon the company's obtaining a certificate of complete registration the authority of the solicitor ceases. (m)

23. To entitle the company to a certificate of complete registration, the deeds of partnership or subscription contracts, required by the standing orders of the two houses of parliament, must, in compliance with, and at or within the time required by such orders, be deposited at the proper offices of the two houses; and also a copy of such deeds or subscription contracts, together with such certificate of the receipt of such plans, sections and books of reference, as

(k) The promoters cannot, under this section, appoint joint solicitors, and it would seem questionable whether a firm can be appointed.

(1) 7 & 8 Vict. c. 110, s. 6. (m) Ibid. s. 16.

may have been appointed by the Board of Trade, must be returned to the registry office. (n) This certificate, it is to be remarked, ceases to be operative upon the company's obtaining their act of incorporation, (o) or from the time of the same coming into operation.

Although companies for the formation of railways, by complying with the requisites of the above section, may entitle themselves to be completely registered, yet there is nothing, it is to be remarked, in the act, which renders it obligatory upon them to do so. It comes therefore to a simple question of expediency, whether they shall register completely or not. Now a company on complete registration gains a certain accession of power; in particular, it becomes entitled to have a common seal, to sue and be sued by its registered name, and to receive instalments beyond the 10 per cent. required to be deposited by the standing orders of either house of parliament, where a further sum is requisite for obtaining the company's act of incorporation. (p) Of these powers, the latter more especially, it is conceived, (q) may, under some circumstances, be of so great importance to a company to acquire, as to render it worth their while to incur the increased expense of registering completely for the purpose.

24. II. In order to the due attainment of the

(n) 7 & 8 Vict. c. 110, s. 9.

(0) Ibid. s. 25.

(p) The question as to the transferability of shares, which may perhaps be taken to afford another ground in favour of complete registration, will be considered hereafter, see post, s. 4. (9) See Collier on Railways, App. pp. 8, 9.

second of the above objects, a series of acts is necessary 1st, a provisional committee must be selected; 2ndly, the scheme must be made public; 3dly, the shares are to be allotted; and, 4thly, the company must be organized under the requisite provisional instruments.

25. First, of the choice of a provisional committee. Spiritual persons, holding any cathedral preferment, benefice, curacy, or lectureship, or who are licensed or allowed to perform the duties of any ecclesiastical office, cannot, it would seem, lawfully act as members of a provisional committee; it might therefore be prudent in the projectors of a railway scheme to avoid choosing such persons on the committee, though their being so chosen or acting in such capacity would not have the effect of rendering the projected company illegal, or invalidating the parliamentary contract, or subscribers' agreement, executed by the subscribers to the company, or in short any other contract made on its behalf. (r) The pro

(r) See stat. 1 & 2 Vict. c. 106, ss. 29 & 31, and stat. 4 & 5 Vict. c. 14, s. 1. By the express terms of the latter statute it is rendered unlawful for any such spiritual person to act as a director or manager of any association or partnership formed for the purpose of being engaged in and carrying on any trade or dealing for gain or profit, or to carry on such trade or dealing in person. Now it would seem difficult to contend that a company for the formation of a railway does not fall within the definition of a copartnership or association formed for the purpose of carrying on a dealing for gain, and consequently any such spiritual person, by becoming a manager or director of such a company, would be offending against the above act. But a spiritual person may become a subscriber to any such company, provided it consist of more than six members or shareholders.

jectors of a railway scheme should likewise be careful not to put forward any person as a member of the provisional committee without the proper authority for the purpose, as by so doing they may be guilty of a false pretence within the stat. 7 & 8 Vict. c. 110, s. 65. (s)

26. 2dly. Of the publication of the scheme, and herein of the prospectus or advertisement usually put forward by the projectors for this purpose. The object of such prospectus is of course to induce

(s) That section is as follows: "And forasmuch as great injury has been inflicted upon the public by companies falsely pretending to be patronized or directed or managed by eminent or opulent persons; now, for the purpose of preventing such false pretences, be it enacted, with regard to every company or pretended company whatsoever, whether registered or not, and whether now existing or not, that if any person shall make any such false pretences, knowing the same to be false, in any adver tisement or other paper, whether printed or written, and whether published in any newspaper, or handbill, or placard, or circular, then every such person shall forfeit for every such offence a sum not exceeding ten pounds." A question has been made upon this section, whether is enough for a complainant, in order to launch his case, to show that his name has been improperly used without his authority, express or implied, or whether he must go further, and give evidence of a guilty knowledge in the party charged. Considering that this question of guilty knowledge is one peculiarly within the knowledge of that party, it would seem that proof of it cannot be requisite in the first instance on the part of the complainant; but that on his showing that his name has been used without his authority, the burthen must then lie on the party charged of disproving such knowledge; and such accordingly was the construction which, in a late case at the Bowstreet police-court, the magistrate seemed inclined to put upon the above section.

parties to become subscribers: it accordingly describes the advantages that the project holds out to subscribers, and invites applications for shares, a form for which purpose it usually contains. It follows that it constitutes the basis of the contract between the parties till the execution of the company's provisional instrument; it being upon the footing of the prospectus that the parties who comply with the above invitation have their shares allotted to them, and pay their deposits. (t) As the prospectus exercises so important an influence in determining the relations of the parties, it follows that its terms should be carefully considered before it is put forth to the world. In particular, if it is the intention of the promoters to reserve any portion of the shares for some particular purpose of the company, this should be disclosed on the face of the document, as otherwise the promoters might perhaps be taken to have impliedly parted with the requisite power of reservation. Further, the promoters should carefully avoid the inserting in the prospectus any exaggerated or ungrounded statements of the nature of the undertaking, &c., as it then might become a question, whether the parties who should be induced to accept letters of allotment on the faith of such statements would not be entitled to be relieved in equity against the effect of such acceptance, (u) or even to main

(t) See judgment of Tindal, C. J., in For v. Clifton, 6 Bing. 777; S. C. 4 M. & P. 676.

(u) See Stainbank v. Fernley, 9 Sim. 556; Colt v. Woolluston, 2 P. Wms. 154; Lovell v. Hicks, 2 You. & Coll. 46; Small v. Attwood, 1 Younge, 416, 460; Green v. Barrett, 1 Sim. 45; Blain v. Agur, 1 Sim. 37; 2 Sim. 289.