"To the directors of

Company (Limited).

"Gentlemen,-Having paid the sum of £

to

your Bankers, I hereby request that you will allot me shares of £ each in the said Company (Limited), and I agree to become a member of the said Company, and to accept such shares, or any smaller number, on the terms of the articles of association, which I undertake to execute. And I request you to place my name on the register of shareholders in respect of the shares allotted to me.

A receipt by the bankers of the proposed Company is printed beneath the application. It need hardly be observed that the letter of allotment should not differ in terms from the application, or the contract would not be complete.

Shares may be transferred by the personal representative of the deceased member, without such personal representative being himself a member of the Company (sect. 24). The liability of the present and past members of the Company is defined by sect. 38. A past member is only liable for a period of one year after he ceases to be a member for debts due before he transferred his shares, and not at all if the existing members are able to pay. The liability of members is limited to the amount unpaid on their shares.

The register of members is to be open for inspection by the members, and by any other person, on payment of 1s., at the registered office of the Company, not less than two hours every day during business hours, and copies of any entries therein are to be furnished at the rate of 6d. per folio (sect. 32); but the Company has power, upon giving notice by advertisement, to close the register for any time or times not exceeding in the whole thirty days in each year (sect. 33). Any improper entry or omission of entry in the register may be rectified or supplied on application by motion or petition to any superior Court of law or equity (sects. 35, 36). And see the Chapter on Contributories and Index of Cases.

The time for and manner of service of notices by the Company will be provided for by the articles of association (and see paragraphs 95, 96, 97, Table A.). They will generally have to be served by post in a prepaid letter addressed to the members. They may be signed by any director or secretary, or other authorised officer of the Company, may be in print or writing, or partly one way and partly the other, and need not be under the seal of the Company (sect. 64).

We will now notice some general clauses of the Act which affect the management and administration of Companies when established.

No Company must carry on business with less than seven members (sect. 48).

A Company limited by shares may so far alter the memorandum of association (if authorized to do so by its regulations as originally framed, or as altered by special resolution,) as to increase its capital by the issue of new shares of such amount as it thinks expedient, or to consolidate and divide its capital into shares of larger amount than its existing shares, or to convert its paid up shares into stock (sect. 12). Notice of such consolidation or conversion of shares into stock must be given to the registrar of Joint Stock Companies (sect. 28), and the register of members and the list sent to the registrar must show the amount of stock held by each member (sect. 29). Notice of the increase of the capital must also be given within fifteen days from the passing of the resolution authorizing such increase (sect. 34).

A Company limited by shares may alter its articles of association by special resolution passed as before described (sect. 50). It may also, with the sanction of a special resolution, and with the approval of the Board of Trade, change its name. The new name is to be entered by the registrar, who is to issue a certificate of incorporation altered accordingly. Such change of name is not, however, to affect any rights or obligations of the Company, or any proceedings that may be pending (sect. 13). A Joint Stock Company cannot take the name of a corporation. (Regina v. Registrar of Joint Stock Companies, 14 Jur. 348.) There must not be identity of names in

Companies, but if such should happen through inadvertence, the last registered Company may change its name, with the sanction of the registrar (sect. 20).

Companies formed for the purpose of promoting "art, science, religion, charity or any other like object not involving the acquisition of gain by the Company, or the individual members thereof," cannot hold more than two acres of land without the sanction of the Board of Trade (sect. 21).

Promissory notes or bills of exchange may be made, accepted or indorsed in the name or on behalf of the Company by any person acting under the authority of the Company (sect. 47.)

Contracts by and with the Company, except for trivial acts, should be entered into under the seal of the Company. (See on this subject Wordsworth's Law of Joint Stock Companies, pp. 140 and 425, and Thring's Law and Practice of Joint Stock Companies, vol. 1, pp. 77 to 82, and vol 2, p. 64.)

Deeds may be executed abroad under a power of attorney from the Company, sealed with its common seal (sect. 55).

A general meeting of the Company must be held once a year. At the meetings, where there are no regulations as to the same, every member is to have one vote, seven days notice of such meeting is to be given, and five members may summon it, and the members present may in that case elect the chairman (sects. 49, 52.)

C

In an action for payment of calls or other monies due from a member the declaration need only allege that the defendant is a member, and is indebted in respect of the call made or other monies due, whereby an action or suit has accrued to the Company (sect. 70). (See, as to making a call, Cornwall Consolidated Mining Company v. Bennett, 6 Jur. N. S. 539). A defendant in an action brought by a limited Company may apply for security for costs where it is shewn that the assets of the Company may be insufficient to pay such costs if the defendant should be successful (sect. 69). Disputes may be submitted to arbitration (sect. 72). An assignee of any chose in action formerly belonging to a Company may sue in his own name (sect. 157).

Every limited banking Company, and every insurance Company, and deposit, provident or building Society under the Act of 1862, before it commences business, and on the first Monday in February and the first Monday in August in every year, is to prepare a statement in the form marked D. in the 1st Schedule to the Act, or as near thereto as possible, and put it up in a conspicuous place in the registered office or branch office of the Company. A copy is to be given to every member and to every creditor on payment of 6d. (sect. 44).

Except in the case of a banking Company, on the application of members holding one-fifth of the whole shares of the Company for the time being issued, the Board of Trade may appoint inspectors to examine into the affairs of the Company, and to report thereon as the