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The draft charter is
Attorney and Solicitor General.
accordingly referred to those law officers, and the solicitor communicates with them and pays their fees.
settled it is returned by the Attorney General to the Council Office and is then sent to the Home Office for completion and to have the great seal attached thereto. The solicitor will have to pay certain fees before the charter is delivered, and as the charter provides that the original or the enrolment thereof shall be evidence, it should be enrolled in the Court of Chancery.
Prior to the Act of 1862, the following course was sometimes adopted. Before the petition for the charter was presented a deed of settlement was executed, and the Company provisionally registered, and subsequently completely registered under the Act of 7 & 8 Vict. c. 110, and the charter was granted incorporating the Company in the terms of the deed of settlement, and confirming such deed, but making the special provisions mentioned in the charter. It would seem therefore that (the 7 & 8 Vict. c. 110 being repealed) the course would be to register any future Company under the Act of 1862, as a limited or unlimited Company, or a Company limited by guarantee, and then to apply for a charter. Companies thus formed are of course incorporated.
2.-COMPANIES ESTABLISHED BY LETTERS PATENT. These Companies are established under the Act 7 Wm. 4 & 1 Vict. c. 73, by sect. 2 of which it is provided that Her Majesty may, by letters patent issued under the great seal,
grant to any Company or body of persons associated together for any trading or other purposes whatsoever, and to the heirs, executors, administrators or assigns of such persons, although not incorporated by such letters patent, any privilege or privileges which, according to the rules of the common law it would be competent to Her Majesty to grant to any such Company or body of persons in and by any charter of incorporation.
These letters patent are in fact the same thing as, though different in form to, a charter, except that the Company is not incorporated by such letters patent, and that there are provisions in the Act relative to letters patent which are not applicable to Companies established by charter. The letters patent are obtained in the same manner as a charter, as above detailed, and the same advertisements are to be inserted (sect. 32). A deed of partnership or association, or an agreement in writing of that nature, must however be executed in the form and containing the particulars set forth in sect. 5. The letters patent may provide for carrying on suits in the name of one of the officers of the Company appointed for the purpose, and for restricting the liability of the Company as set forth in sects. 3 and 4.
From the time the letters patent are granted returns have to be made to, and to be registered at, the Enrolment Office of the Court of Chancery, and not to the Registrar of Joint Stock Companies, as in the case of other Companies. The particulars of the returns required will be found in the Act, and also various special provisions for
the government of the Company and its affairs, and for the protection of the shareholders.
It is possible, having regard to the facilities for registration and incorporation under the Act of 1862, that few Companies will in future be formed by letters patent, but any such future Companies, as also Companies already so formed which are Joint Stock Companies, may be registered under sect. 180 of the Act of 1862, subject to the provisions of sect. 179, and their affairs may be wound up under such Act; and Companies already formed by letters patent which are not Joint Stock Companies may be registered under the Act of 1862 (sect. 184), subject to the provisions of sect. 179, and may be wound up under that Act.
3.-COMPANIES ESTABLISHED BY SPECIAL ACT OF
The proceedings for obtaining an Act of Parliament being in themselves of special character, a brief reference can only be made thereto, having regard to the limits of this work. Since the Act of 1862, Companies intending to obtain a special Act of Parliament have in some instances registered themselves under the Act of 1862, stating one of their objects to be the obtaining a special Act. The formation of the Company will, in this case, be as described hereafter, and the special Act afterwards obtained, so to speak, doubly incorporates the Company. All future Companies which are formed by special Act of Parliament without registration may be registered under
sect. 180 of the Act of 1862, subject to the provisions of sect. 179, and whether registered or not may be wound up under that Act.
-COMPANIES ESTABLISHED BY REGISTRATION UNDER THE
By sects. 6 and 7 of the Act of 1862 any seven or more persons may, by subscribing their names to a memorandum of association, and otherwise complying with the requisitions of the Act in respect of registration, form an incorporated Company with or without limited liability. The liability of the members of the Company may be limited by the memorandum of association:-1st. Either to the amounts unpaid on the shares held by them respectively, or, 2nd. To such amount as the members may respectively undertake by the memorandum of association to contribute to the assets of the Company in the event of its being wound up; or, 3rd. The Company may be registered with unlimited liability.
1st. Registration of a Company limited by Shares.
The first step towards the registration of a Company under the Act of 1862 is the preparation of the memorandum of association. The memorandum in the case of a Company limited by shares is to set forth (1st.) “The name of the proposed Company with the addition of the word 'Limited' as the last word of such name. (2nd.) The part of the United Kingdom, whether England,
Scotland or Ireland, in which the registered office of the Company is proposed to be situate. (3rd.) The objects for which the proposed Company is to be established. (4th.) A declaration that the liability of the members is limited, and (5th.) The amount of the capital with which the Company proposes to be registered, divided into shares of a certain fixed amount." No subscriber is to take less than one share, and each is to write opposite his name in the memorandum of association the number of shares he takes. The memorandum of association is prepared according to Form A. in the 2nd Schedule to the Act, it is printed on cream coloured foolscap, and is then to be signed by the subscribers in the presence of and to be attested by one witness at the least. It is also to be stamped with a 35s. deed stamp (sect. 11).
When thus completed,
it is registered at the office of the Registrar of Joint Stock Companies, Serjeants' Inn, Fleet Street, who is entitled to receive upon such registration the fees set forth in Table B. of the Act. Along with this memorandum there may be registered articles of association which are to be signed by the subscribers to the memorandum of association and witnessed by one witness at the least (sect. 16). The articles are to be expressed in separate paragraphs, numbered arithmetically, and may adopt all or any of the provisions contained in Table A. in the 1st Schedule to the Act. They are printed in the same way as the memorandum of association, and must be stamped with a 35s. deed stamp, with 10s. followers