duced earlier, and had come to the knowledge of the applicant since the proceeding which it is sought to review was taken. The application is by summons supported by affidavit. By rule 73 the power of the Court to review its proceedings is unaffected by the rules. In Crossfield's Case (2 De Gex M. & G. 128), it was held that the Master had jurisdiction to place upon the list of contributories a person whom upon the former hearing he had excluded from it without any new facts being brought before him. In Hopkins' Case, Re Southampton Boat Company (33 L. J. 1864, Bankruptcy, 40), the Commissioner of the Court of Bankruptcy having settled upon the list of contributories the name of a man who was dead before the date of the order to wind-up, the Lord Chancellor held that the Commissioner had jurisdiction to rehear the case, and to correct the list by striking out the name of the dead man. Where one of a class of persons is

struck off the list of contributories the Court will strike the rest of the class off after the time for appealing has expired. (Re National Assurance and Investment Association, Munday's Case, 31 Beav. 206.)

CHAPTER XV.

AS TO EVIDENCE-EXAMINATION OF WITNESSES, ETC.

The following sections and rules are the express enactments on this subject.

effect of

ciation.

Sect. 11. The memorandum of association shall bear the same Stamp, sigstamp as if it were a deed, and shall be signed by each subscriber nature, and in the presence of, and be attested by, one witness at the memoranleast, and that attestation shall be a sufficient attestation in dum of assoScotland as well as in England and Ireland: It shall, when registered, bind the Company and the members thereof to the same extent as if each member had subscribed his name and affixed his seal thereto, and there were in the memorandum contained, on the part of himself, his heirs, executors, and administrators, a covenant to observe all the conditions of such memorandum, subject to the provisions of this Act.

effect of ar

16. The articles of association shall be printed, they shall Stamp, sigbear the same stamp as if they were contained in a deed nature and and shall be signed by each subscriber in the presence of, ticles of and be attested by, one witness at the least, and such association. attestation shall be a sufficient attestation in Scotland as well as in England and Ireland: When registered, they shall bind the Company and the members thereof to the same extent as if each member had subscribed his name and affixed his seal thereto, and there were in such articles contained a covenant on the part of himself, his heirs, executors, and administrators, to conform to all the regulations contained in such articles, subject to the provisions of this Act; and all monies payable by any member to the Company, in pursuance of the conditions and regulations of the Company, or any of such conditions or regulations, shall be deemed to be a debt due from such member to the Company, and in England and Ireland to be in the nature of a specialty debt.

18. Upon the registration of the memorandum of associ- Effect of registration.

ation, and of the articles of association in cases where articles of association are required by this Act or by the desire of the parties to be registered, the registrar shall certify under his hand that the Company is incorporated, and in the case of a limited Company that the Company is limited: The subscribers of the memorandum of association, together with such other persons as may from time to time become members of the Company, shall thereupon be a body corporate by the name contained in the memorandum of association, capable forthwith of exercising all the functions of an incorporated Company, and having perpetual succession and a common seal, with power to hold lands, but with such liability on the part of the members to contribute to the assets of the Company in the event of the same being wound up as is hereinafter mentioned: A certificate of the incorporation of any Company given by the registrar shall be conclusive evidence that all the requisitions of this Act in respect of registration have been complied with.

31. A certificate, under the common seal of the Company, specifying any share or shares of stock held by any member of a Company, shall be primâ facie evidence of the title of the member to the share or shares or stock therein specified. 37. The register of members shall be primâ facie evidence be evidence. of any matters by this Act directed or authorized to be inserted therein.

Register to

Evidence of

67. Every Company under this Act shall cause minutes proceedings. of all resolutions and proceedings of general meetings of the Company, and of the directors or managers of the Company in cases where there are directors or managers, to be duly entered in books to be from time to time provided for

the purpose; and any such minute as aforesaid, if purport

ing to be signed by the chairman of the meeting at which such resolutions were passed or proceedings had, or by the chairman of the next succeeding meeting, shall be received as evidence in all legal proceedings; and until the contrary is proved, every general meeting of the Company or meeting of directors or managers in respect of the proceedings of which minutes have been so made shall be deemed to have been duly held and convened, and all resolutions passed thereat or proceedings had, to have been duly passed and had, and all appointments of directors, managers, or liquidators shall be deemed to be valid, and all Acts done by such directors, managers, or liquidators shall be valid,

notwithstanding any defect that may afterwards be dis- The books of covered in their appointments or qualifications. the Company to be evi

154. Where any Company is being wound up, all books, dence. accounts, and documents of the Company and of the liquidators shall, as between the contributories of the Company, be primâ facie evidence of the truth of all matters purporting to be therein recorded.

summon

having pro

115. The Court may, after it has made an order for wind- Power of ing up the Company, summon before it any officer of the Court to Company or person known or suspected to have in his persons bepossession any of the estate or effects of the Company, or fore it sussupposed to be indebted to the Company, or any person pected of whom the Court may deem capable of giving information perty of Comconcerning the trade dealings, estate, or effects of the pany. Company and the Court may require any such officer or person to produce any books, papers, deeds, writings, or other documents in his custody or power relating to the Company; and if any person so summoned, after being tendered a reasonable sum for his expenses, refuses to come before the Court at the time appointed, having no lawful impediment (made known to the Court at the time of its sitting and allowed by it) the Court may cause such person to be apprehended and brought before the Court for examination-nevertheless, in cases where any person claims any lien on papers, deeds or writings, or accounts produced by him, such production shall be without prejudice to such lien, and the Court shall have jurisdiction in the winding up, to determine all questions relating to such lien.

of parties by

117. The Court may examine upon oath, either by word Examination of mouth or upon written interrogatories, any person appear- Court. ing or brought before them in manner aforesaid concerning the affairs, dealings, estate, or effects of the Company, and may reduce into writing the answers of every such person, and require him to subscribe the same.

taken of sig

125. In all proceedings under this part of this Act, all Judicial Courts, Judges, and persons judicially acting, and all other notice to be officers, judicial or ministerial, of any Court, or employed in nature of enforcing the process of any Court, shall take judicial notice officers. of the signature of any officer of the Courts of Chancery or Bankruptcy in England or in Ireland, or of the Court of Session in Scotland, or of the Registrar of the Court of the Vice Warden of the Stannaries, and also of the official seal or stamp of the several offices of the Courts of Chancery or

Special commissioners for receiving evidence.

Court may order the

Bankruptcy in England or Ireland, or of the Court of Session in Scotland, or of the Court of the Vice Warden of the Stannaries, when such seal or stamp is appended to or impressed on any document made, issued, or signed under the provisions of this part of the Act, or any official copy thereof.

126. The Commissioners of the Court of Bankruptcy and the Judges of the County Courts in England who sit at places more than twenty miles from the General Post Office, and the commissioners of bankrupt and the assistant barristers and recorders in Ireland, and the sheriffs of counties in Scotland, shall be commissioners for the purpose of taking evidence under this Act in cases where any Company is wound up in any part of the United Kingdom, and it shall be lawful for the Court to refer the whole or any part of the examination of any witnesses under this Act to any person hereby appointed commissioner, although such commissioner is out of the jurisdiction of the Court that made the order or decree for winding up the Company; and every such commissioner shall, in addition to any power of summoning and examining witnesses, and requiring the production and delivery of documents, and certifying or punishing defaults by witnesses, which he might lawfully exercise as a commissioner of the Court of Bankruptcy, judge of a county court, commissioner of bankrupt, assistant barrister, or recorder, or as a sheriff of a county, have in the matter so referred to him all the same powers of summoning and examining witnesses, and requiring the production or delivery of documents, and punishing defaults by witnesses, and allowing costs and charges and expenses to witnesses, as the Court which made the order for winding up the Company has; and the examination so taken shall be returned or reported to such last mentioned Court in such manner as it directs.

127. The Court may direct the examination in Scotland of any person for the time being in Scotland, whether a examination contributory of the Company or not, in regard to the estate, of persons in Scotland. dealings, or affairs of any Company in the course of being wound up, or in regard to the estate, dealings, or affairs of any person being a contributory of the Company, so far as the Company may be interested therein by reason of his being such contributory, and the order or commission to take such examination shall be directed to the sheriff of the