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1. Introductory Remarks.

SINCE successful railway enterprise has induced the

capitalists of this kingdom to embark an almost incredible amount of money in forming these great national works, the Legislature has not permitted a subject so deeply important to public and private interests to escape its observation, and therefore railway legislation now attracts no small share of attention in Parliament. It is the object of this chapter to present to the reader, in a concise form, the whole of the statute law applicable to railways in ge



neral, and all parliamentary regulations having reference to railway legislation.

When it is intended to apply to Parliament for a railway act, the promoters of the scheme cause two provisional deeds to be prepared,—the one called The Parliamentary Subscription Contract, required by the Standing Orders in Parliament (a); the other, The Subscribers' Agreement (b). By the former of these deeds, the contracting parties undertake to subscribe a certain specified amount of money towards the costs of the undertaking, and by the latter the rules and regulations for the guidance of the directors or provisional committee, whilst the bill is pending in Parliament, are provided. Until a very recent period, the parties who were thus entrusted with the management of the undertaking exercised their own discretion, subject to the terms of the agreement, in proceeding to carry out the objects in view. Prospectuses were issued-deposits or subscriptions received-certificates of shares issued-and contracts made with landowners and others, subject to no control which the Legislature could exercise.

The law is now altered on this subject; for it is required by the Joint-stock Companies Registration Act (c), that a railway company, formed after 1st November, 1844 (d),

(a) See the form, post, Appendix, 254. As to the requisites of this contract, see Lords' Standing Ord., No. 224; post, 64; Commons' Standing Ord., No. 47, post, 40.

(b) See the form, post, Appendix,


(c) 7 & 8 Vict. c. 110. See this statute, post, Appendix, 37.

(d) Sect. 2, post, Appendix, 38. In Shaw v. Holland, 15 M. & W. 136; 15 Law J., N. S., Exch., 87, where a company was incorporated by an

act of Parliament previously to the let November, 1844, and they afterwards raised additional capital under a new subscription contract, for the purpose of applying to Parliament to form an extension line of railway, to be called "The Shipley and Colne Railway," and there were some shareholders in that railway who had no interest in the original line, it was decided, that the shareholders in the Shipley and Colne Railway were not a company, the formation of which

shall be registered until an act of incorporation is obtained. This explains the announcement which now appears, or ought to appear, at the head of prospectuses and other advertisements, that the railway company is "registered.” Let it now be our object to inquire how far this act, which was passed for the registration, incorporation, and regulation of joint-stock companies in general, is applicable to railway companies.

One of the principal objects contemplated by the Legislature appears to have been to confer upon joint-stock companies certain qualities and incidents of corporations; and many provisions are inserted in the act which have no reference whatever to companies, which, like railway companies, are created a corporate body by act of Parliament. Various provisions relating to railway companies are, however, introduced, and it is by no means clear to what extent the statute is applicable to railway companies, in the interval between complete registration and obtaining the act of incorporation. It is true, that, as soon as the latter event takes place, all difficulties of the nature alluded to are at an end; because it is expressly enacted, that, when a railway company obtains its act of incorporation, it is no longer subjected to any of the powers and regulations of the Registration Act, except so far as shall be otherwise provided by the Railway Act of Incorpora

tion (e).

It may here be premised, that the statute requires all joint-stock companies (including railway companies) to be registered at an office created for the purpose, and called "The Registry Office” (ƒ)—in the first instance provisionally,

commenced after the 1st November,
1844, within the meaning of the 2nd
section of the above statute. See
also sect. 60, post, Appendix, 61.
(e) 7 & 8 Vict. c. 110, s. 25,

post, Appendix, 49.

(f) The hours of attendance at the Registry Office (at No. 13, Serjeants' Inn, Fleet-Street) are from ten to five. (Sect. 20.) The Board of Trade

and a document, called a certificate of provisional registration, is issued when this registration is thus effected.

It is of essential importance that this registration should take place, for it is enacted, that, if, before a certificate of provisional registration be obtained, the promoters of company, or any person employed under them, take any money in consideration of the allotment of shares, or of any interest in the concern, or by way of deposit for shares to be allotted or granted, or issue any note or scrip, or letter of allotment, or other writing to denote a right or claim, or preference or promise, absolute or conditional, to any shares, or advertise the existence or proposed formation of the company, or make any contract whatsoever for, or in the name, or on behalf of such intended company, every such person is liable to forfeit for every offence £25 (g).

7 & 8 Vict. 6, 110.

2. Mode of obtaining a Certificate of provisional Registration.

On this subject, the statute provides (h), that, before proceeding to make public, whether by way of prospectus, hand-bill, or advertisement, any intention or proposal to form a company, the promoters thereof are to make to the office for the registration of joint-stock companies returns of the following particulars, according to a schedule annexed to the statute (i); that is to say

1. The proposed name of the intended company.
2. The business or purpose of the company.

appoint a registrar, assistant-regis-
trar, and other officers, and may make
rules for the regulation of the office.
(7 & 8 Vict. c. 110, s. 19, post, Ap-
pendix, 46). See the notices, &c.
issued, post, Appendix, 234.
(g) Sect. 24, post, Appendix, 49.

(h) Sect. 4, post, Appendix, 40. (i) Certain forms of returns having reference to provisional registration have been published by the Registrar of Joint-stock Companies, and they will be found in the Appendix to this work, 234.

3. The names of its promoters (j), together with their respective occupations, places of business, (if any), and places of residence (k); and also the following particulars, either before or after such publication as aforesaid, when and as from time to time they shall be decided on; viz.

4. The name of the street, square, or other place in which the provisional place of business or place of meeting shall be situate, and the number, (if any), or other designation of the house or office (7).

5. The names of the members of the committee or other body acting in the formation of the company, their respective occupations, places of business, (if any), and places of residence (m), together with a written consent on the part of every such member or promoter to become such, and also a written agreement, on the part of such member or promoter, entered into with some one or more persons as trustees for the company, to take one or more shares in the proposed undertaking, which must be signed by the member or promoter whose agreement it purports to be (n); (but such agreements need not be on a stamp).

6. The names of the officers of the company, and their respective occupations, places of business, (if any), and places of residence (o).

7. The names of the subscribers to the company, their respective occupations, places of business, (if any), and places of residence (p).

(j) See the forms for these returns, post, Appendix, 236, (Form A., Nos. 1, 2, 3).


(4) See the definition of the words

'occupation" and "place of residence," 7 & 8 Vict. c. 110, s. 3, post, Appendix, 39.

(1) See the form for this return, post, Appendix,237, (Form B., No.4).

(m) See the form for this return, post, Appendix, 237, (Form C., No. 5). (n) See the form, post, Appendix, 228, (Form D.).

(0) See the form for this return, post, Appendix, 239, (Form E., No. 6).

(p) See the form for this return, post, Appendix, 239, (Form F., No.7).

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