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posed to be drawn to the provisions of the Act of 1862 with regard to the registration of Companies, a knowledge of which will be essential, not only to those engaged in the winding up of Companies but to others. Firstly, as to Companies which may register under the Act of 1862. These Companies are:
Any Company formed after the passing of the Act of 1862, consisting of seven or more members associated for any lawful purpose (see sect. 6).
Every Company existing at the commencement of the Act, including any Company registered under the Joint Stock Companies Acts, 1856 and 1857, the Joint Stock Banking Companies Acts, 1857, and the Act for enabling banking Companies to be formed on the prin ciple of limited liability, consisting of seven or more members, and any Company formed after the passing of the Act of 1862, in pursuance of any Act of Parliament other than that Act, or of letters patent, or being a Company engaged in working mines within and subject to the jurisdiction of the Stannaries, or being otherwise duly constituted by law, and consisting of seven or more members (sect. 180). But see post. Every Joint Stock Company, however, must have a permanent paid up or nominal capital of fixed amount, divided into shares, also of fixed amount, or held and transferable as stock, or divided and held partly in one way and partly in the other, and formed on the principle of having its members the holders of shares in such capital, or the holders of such stock, and no other
persons, and such Company, when registered with limited liability under the Act, is to be deemed a Company limited by shares (sect. 181).
It is not requisite that the Company should be a Joint Stock Company to enable it to register (sect. 184). But see exceptions to the above in sect. 179.
A Company may be registered with the sole view of its being wound up (sect. 180).
Secondly, as to Companies which must register under the Act.
These are, 1st. Every Company, association, or partnership, consisting of more than ten persons, formed after the commencement of the Act for the purpose of carrying on the business of banking, unless it is formed in pursuance of some other Act of Parliament or of letters patent. Banking Companies existing before the 7 & 8 Vict. c. 113 are not required to register.
2nd. Every Company, association or partnership, consisting of more than twenty persons, formed after the commencement of the Act for the purpose of carrying on any other business that has for its object the acquisition of gain by the Company, association, or partnership, or by the individual members thereof, unless it is formed in pursuance of some other Act of Parliament or of letters patent, or is a Company engaged in working mines, within and subject to the jurisdiction of the Stannaries (sect. 4).
3rd. Every insurance Company completely registered under the 8 Vict. c. 110, and
4th. Every Company required by any Act repealed by the Act of 1862 to register under the Joint Stock Companies Acts, or any one of such Acts, and which has not so registered (sect. 209).
The expression "The Joint Stock Companies Acts," is explained by sect. 175 to mean, the Joint Stock Companies Act, 1856, the Joint Stock Companies Acts, 1856, 1857, the Joint Stock Banking Companies Act, 1857, and the Act to enable Joint Stock Banking Companies to be formed on the principle of limited liability. The nonregistration of Companies in pursuance of sect. 209, disables such Companies from suing or presenting a petition to wind up, and also creates other disabilities (sect. 210). Thirdly. As to Companies which cannot register under the Act of 1862.
1st. No Company having the liability of its members limited by Act of Parliament or letters patent, and not being a Joint Stock Company as defined in sect. 181, is to register in pursuance of Part 7 of the Act.
2nd. No Company having the liability of its members limited by Act of Parliament or by letters patent, is to register under the Act, in pursuance of Part 7, as an unlimited Company, or as a Company limited by
3rd. No Company that is not a Joint Stock Company, as defined in sect. 181, is to register, in pursuance of Part 7, as a Company limited by shares (and see sect. 179).
4th. A Bank of Issue cannot register as a limited Company in respect of such issue (sect. 182).
THE FORMATION OF COMPANIES.
The practice on the formation, incorporation and registration of Companies and summary of the provisions of the Companies Act, 1862, relative to the distribution of capital, liability of members, and the management and administration of Companies and associations under the Act.
Joint Stock Companies are formed in six different ways. 1st. By royal charter; 2nd, by letters patent, under the 7 W. 4 & 1 Vict. c. 73. 3rd, by special Act of Parliament, 4th, by registration under the Act of 1862. 5th, by deed of settlement, where the number of shareholders in the Company is less than twenty (except in the case of Banking Companies), and 6th, by registration under the Industrial and Provident Societies Act, 1862.
1.-COMPANIES ESTABLISHED BY ROYAL CHARTER.
The charter establishing these Companies is obtained upon petition to the Queen in counsel. The petition is engrossed and signed by the promoters and presented in
duplicate with three prints of the draft of the proposed charter printed with half margin, at the Privy Council Office, Downing Street. The petition is then referred by Her Majesty, through the Council, either to the Board of Trade, the Colonial Office or the Foreign Office, according to the place where it is intended the Company shall be established, or to the interests which will be affected thereby. The solicitor conducting the matter ascertains to which board or office the petition is referred, and puts himself in communication therewith, so as to supply any information that may be required.
By the 7 Wm. 4 & 1 Vict. c. 73, s. 32, it is provided that when an application for a charter shall have been referred, before any report shall be made to Her Majesty or the charter granted, notice of the application is to be inserted by the parties applying three several times in the London Gazette, and in one or more of the newspapers circulating within the county in which it is proposed that the principal place of business of such Company shall be established at intervals of not less than one week. The papers are usually two. These advertisements will therefore have to be inserted and the papers produced to the board or office to which the petition is referred. The application is then reported on by the Board of Trade, Colonial Office or Foreign Office as the case may be, and if the application is granted another copy of the draft charter may be required with all the alterations suggested during the progress of the matter before the board or other office for the purpose of being finally settled by the