according to the length (sects. 14 and 16). It is not absolutely necessary however in the case of a Company limited by shares, that articles of association should be registered, but if they are not, or in so far as the articles (if any) do not exclude or modify the regulations contained in Table A., the last mentioned regulations are, so far as the same are applicable, to be deemed the regulations of the Company in the same manner and to the same extent as if they had been inserted in the articles of association and the articles had been duly registered (sect. 15). If no articles are registered the memorandum is registered, and marked outside "registered without articles of association," and upon such registration, or upon the registration of the articles (if any), the registrar is to give a certificate that the Company is incorporated as a limited Company (sect. 18).

It is sometimes desired to have specific articles of association for the particular Company, but it is found that in consequence of their special and lengthy character the stamp duty thereon would be large. The following course has, under such circumstances, been adopted :

The Company is registered "without articles of association," and then a special general meeting of the subscribers to the memorandum of association and of the other members of the Company (if any) is called for the purpose of passing a special resolution, under sect. 50, altering the regulations of the Company contained in Table A., and making new regulations in exclusion

thereof. The definition of a "special resolution" is contained in sect. 51. The following is a form of resolution which has been passed under such circumstances:

Resolved,—“ That the regulations contained in Table A. of the 1st Schedule to the Companies Act, 1862, shall not apply to this Company; but that in lieu thereof the regulations now produced and signed by the chairman of this meeting, shall be the Company's articles of association." The resolution confirming the same (see sect. 51) was as follows:-Resolved, "That the resolution passed at a special meeting of this Company on the day of last, 'That &c.' [copy resolution

as above] be confirmed."

Upon this "special resolution" being passed, it is printed, and forwarded within fifteen days to the registrar of Joint Stock Companies, to be recorded by him, and the articles of association accompany it; a fee of 5s. is then paid (sect. 53 and Table B.). A copy of the resolution is to be forwarded to each member, on payment of 1s. each (sect. 54).

When the Company has thus become incorporated as aforesaid, the subscribers to the memorandum of association, together with such other persons as may from time to time be members of the Company, thereupon become "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" (sect. 18). The certificate of incorporation is prepared by the registrar, and delivered to the party registering in the course of a few days. It is conclusive evidence that all the requisitions of the Act in respect of registration have been complied with (sect. 18).

Notice of the situation of the registered office of the Company has then to be given. A form of notice may be obtained, which, when filled up, may be signed by one of the directors of the Company. If the Company carries on business without having a registered office, and without giving this notice, a penalty of 57. per day is incurred (sects. 39, 40). Sect. 41 provides for the publication of the name of a limited Company outside its office or place of business in a conspicuous place. It is also to have its name engraven on its seal, and mentioned in all notices, advertisements, bills of exchange, and other documents. Immediately after the registration of the Company directors will be appointed in manner provided by the articles of association. Table A. provides that "until directors are appointed, the subscribers to the memorandum of association shall be deemed to be directors."

The books required to be kept by a limited Company are,-a register of members, which is to contain the names and addresses of its members, their occupation, and the

number of shares held by each, and the distinguishing number thereof, the amount paid, agreed, or considered to be paid thereon, and the dates when the several persons became members, or ceased to be so (sect. 25). No entry of any trust is to be made on the register (sect. 30).

An annual list of members is also, within seven days after the fourteenth day succeeding the day of the ordinary general meeting, to be inserted in a separate part of the register containing the particulars set forth in sect. 26, and a copy is forthwith to be sent to the Registrar of Joint Stock Companies, under a penalty of 57. per day (sect. 26).

A register of mortgages is also to be kept (sect. 43), and a minute book of meetings, the entries wherein are to be signed by the chairman of the meeting at which the resolutions are passed or proceedings had, or by the chairman of the next succeeding meeting.

All appointments of directors, managers or liquidators, are to be deemed valid, and all acts done by them are to be valid, notwithstanding any defect that may afterwards be discovered in their appointment or qualifications, if the minutes of the meeting at which they were appointed are signed as above (sect. 67).

The following books are also kept, viz. :—A register of transfers of shares, a share ledger and cash book, directors' attendance book, and the necessary books of account for the particular business to be carried on.

There is no objection to the prospectus of the Company

being issued before the registration, and before applications for shares are received, and that course is very often adopted, but in such cases any material variation between the memorandum and articles of association and the prospectus would render the contract to take shares void. (Re Scottish Finance Banking Company, Limited, Ship's Case, 13 W. R. 450; see also Wordsworth's Law of Joint Stock Companies, 3rd ed., pp. 16 to 21.) Should the prospectus be issued before the full incorporation of the Company, the form of application for shares should empower the promoters to apply the whole or any necessary part of the deposit money in payment of preliminary expences; otherwise if the scheme fails the whole of the deposits may be recovered back. (Walstab v. Spottiswoode, 15 M. & W. 501.)

The shares of the Company are to be numbered, and are personal estate (sect. 22). A certificate under the common seal of the Company specifying the shares held by a member is prima facie evidence of the title to such shares (sect. 31).

It is not requisite for the members to sign any deed agreeing to take shares in the Company. It is sufficient if they sign an application for the shares on the form generally printed upon the prospectus, and if that application is followed by allotment of the shares and payment by the member of the deposit thereon (sect. 23). A form of application for shares generally used is as follows: